Exhibit 4.08


 


DURATEK, INC.


 


and


 


[                      ],
as Warrant Agent


 


FORM OF COMMON STOCK


 


WARRANT AGREEMENT


 


Dated as of


 


[                       ]


 

















 


 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  ISSUANCE OF
  WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 1.1
  Issuance of  Warrants.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 1.2
  Execution and Delivery of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 1.3
  Issuance of  Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 2.1 Warrant
  Price.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 2.2
  Duration of  Warrants.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 2.3
  Exercise of Warrants.

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  OTHER
  PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.1
  No Rights as Warrant Securityholder Conferred by Warrants or Warrant
  Certificates.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.2 Lost, Stolen,
  Mutilated or Destroyed Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.3 Holder of Warrant
  Certificate May Enforce Rights.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.4
  Adjustments.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.5
  Notice to Warrantholders.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 3.6
  [If the Warrants are subject to acceleration by the Company,
  insert—Acceleration of Warrants by the Company.

  	
   

  



 


i

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  EXCHANGE
  AND TRANSFER OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 4.1
  Exchange and Transfer of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 4.2
  Treatment of Holders of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 4.3
  Cancellation of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  CONCERNING THE WARRANT
  AGENT

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 5.1
  Warrant Agent.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 5.2
  Conditions of Warrant Agent’s Obligations.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 5.3
  Resignation and Appointment of Successor.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.1
  Amendment.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.2
  Notices and Demands to the Company and Warrant Agent.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.3 Addresses.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.4
  Governing Law.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.5
  Delivery of Prospectus.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.6
  Obtaining of Governmental Approvals.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.7
  Persons Having Rights Under Warrant Agreement.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.8
  Headings.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.9 Counterparts.

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.10
  Inspection of Agreement.

  	
   

  



 


ii

















 


COMMON STOCK WARRANT AGREEMENT


 


COMMON STOCK WARRANT AGREEMENT, dated as of
[                ]
between Duratek, Inc., a Delaware corporation (the “Company”) and
[               ],
a [corporation] [national banking association] organized and existing under the
laws of [                      ]
and having a corporate trust office in
[                     ],
as warrant agent (the “Warrant Agent”).


 


WHEREAS,
the Company proposes to sell [if Warrants are sold with other securities—[title
of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more
warrants (the “Warrants” or
individually a “Warrant”)
representing the right to purchase Common Stock of the Company, par value $0.01
per share (the “Warrant Securities”),
such warrant certificates and other warrant certificates issued pursuant to
this Agreement being herein called the “Warrant
Certificates”; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrant Certificates, and
in this Agreement wishes to set forth, among other things, the form and
provisions of the Warrant Certificates and the terms and conditions on which
they may be issued, registered, transferred, exchanged, exercised and replaced;


 


NOW THEREFORE,
in consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


 


ARTICLE I


 


ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF

WARRANT CERTIFICATES


 


Section 1.1 Issuance of  Warrants.  [If
Warrants alone—Upon issuance, each Warrant Certificate shall evidence one or
more Warrants.] [If Other Securities and Warrants—Warrants shall be [initially]
issued in connection with the issuance of the Other Securities [but shall be
separately transferable on and after
[                  ]
(the “Detachable Date”)] [and shall not be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants.]  Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase one Warrant Security.  [If
Other Securities and Warrants—Warrant Certificates shall be initially issued in
units with the Other Securities and each Warrant Certificate included in such a
unit shall evidence
[                   ]


 

















 


Warrants for each [$
[                ]principal
amount]
[               shares]
of Other Securities included in such unit.]


 


Section 1.2 Execution and
Delivery of Warrant Certificates.  Each Warrant Certificate,
whenever issued, shall be in registered form substantially in the form set
forth in Exhibit A hereto, shall be dated the date of its countersignature by
the Warrant Agent and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrants may be listed, or to conform to usage.  The Warrant Certificates shall be signed on behalf of the Company
by any of its present or future chief executive officers, presidents, senior
vice presidents, vice presidents, chief financial officers, chief legal
officers, treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 


No Warrant Certificate shall be valid for any
purpose, and no Warrant evidenced thereby shall be exercisable, until such
Warrant Certificate has been countersigned by the manual signature of the Warrant
Agent.  Such signature by the Warrant
Agent upon any Warrant Certificate executed by the Company shall be conclusive
evidence that the Warrant Certificate so countersigned has been duly issued
hereunder.


 


In case any officer of the Company who shall
have signed any of the Warrant Certificates either manually or by facsimile
signature shall cease to be such officer before the Warrant Certificates so
signed shall have been countersigned and delivered by the Warrant Agent, such
Warrant Certificates may be countersigned and delivered notwithstanding that
the person who signed Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Warrant Certificate,
shall be the proper officers of the Company, although at the date of the
execution of this Agreement any such person was not such officer.


 


The term “holder” or “holder of a Warrant
Certificate” as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be


 


2

















 


registered upon the books to be maintained by the
Warrant Agent for that purpose [If Other Securities and Warrants are not
immediately detachable—or upon the registration of the Other
Securities prior to the Detachable Date. Prior to the Detachable Date, the
Company will, or will cause the registrar of the Other Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Other Securities as may be necessary to keep the Warrant Agent’s records up
to date].


 


Section 1.3 Issuance of  Warrant Certificates.   Warrant Certificates evidencing the right to
purchase Warrant Securities may be executed by the Company and delivered to the
Warrant Agent upon the execution of this Warrant Agreement or from time to time
thereafter.  The Warrant Agent shall,
upon receipt of Warrant Certificates duly executed on behalf of the Company,
countersign such Warrant Certificates and shall deliver such Warrant
Certificates to or upon the order of the Company.


 


ARTICLE II


 


WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


 


Section 2.1 Warrant Price.   During the period specified in
Section 2.2, each Warrant shall, subject to the terms of this Warrant
Agreement and the applicable
Warrant Certificate, entitle the holder thereof to initially purchase the
number of Warrant Securities specified in the applicable Warrant Certificate at
an initial exercise price of $
[                 ]
per Warrant Security, subject to adjustment upon the occurrence of certain
events, as hereinafter provided. Such purchase price per Warrant Security is
referred to in this Agreement as the “Warrant
Price.”


 


Section 2.2 Duration of  Warrants.  Each
Warrant may be exercised in whole or in part at any time, as specified herein,
on or after [the date thereof]
[          ] and at or before
[                   ]
p.m., [City] time,
on                                or
such later date as the Company may designate by notice to the Warrant Agent and the holders of Warrant Certificates
mailed to their addresses as set forth in the record books of the Warrant Agent
(the “Expiration Date”). Each
Warrant not exercised at or before
[                   ]
p.m., [City] time, on the Expiration Date shall become void, and all rights of
the holder of the Warrant Certificate evidencing such Warrant under this
Agreement shall cease.


 


Section 2.3 Exercise of Warrants.


 


(a) During the period specified in
Section 2.2, the Warrants may be exercised to purchase a whole number of
Warrant Securities in registered form by providing certain information as set
forth on the reverse side of the Warrant


 


3

















 


Certificate and by paying in full, in lawful money
of the United States of America, [in cash or by certified check or official
bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds] the Warrant Price for each Warrant Security with
respect to which a Warrant is being exercised to the Warrant Agent at its
corporate trust office, provided that such exercise is subject to receipt
within five business days of such payment by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Securities set forth
on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised;
provided, however, that if, at the date of receipt of such Warrant Certificates
and payment in full of the Warrant Price, the transfer books for the Warrant
Securities purchasable upon the exercise of such Warrants shall be closed, no
such receipt of such Warrant Certificates and no such payment of such Warrant
Price shall be effective to constitute the person so designated to be named as
the holder of record of such Warrant Securities on such date, but shall be
effective to constitute such person as the holder of record of such Warrant
Securities for all purposes at the opening of business on the next succeeding
day on which the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be opened, and the certificates for the Warrant
Securities in respect of which such Warrants are then exercised shall be
issuable as of the date on such next succeeding day on which the transfer books
shall next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Warrant Securities. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by telephone at
the end of each day on which a payment for the exercise of Warrants is received
of the amount so deposited to its account. 
The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.


 


(b) The Warrant Agent shall, from time to
time, as promptly as practicable, advise the Company of (i) the
number of Warrant Securities with respect to which Warrants were exercised,
(ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants for the remaining Warrant
Securities after such exercise, and (iv) such other information as the Company
shall reasonably require.


 


(c) As soon as practicable after the exercise
of any Warrant, the Company shall issue to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant the Warrant Securities to which
such holder is entitled, in fully registered form, registered in such name or names
as may be directed by such holder. If fewer than all of the Warrants evidenced
by such Warrant Certificate are


 


4

















 


exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(d) The Company shall not be required to pay
any stamp or other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company’s satisfaction that no such tax
or other charge is due.


 


(e) Prior to the issuance of any Warrants
there shall have been reserved, and the Company shall at all times
through the Expiration Date keep reserved, out of its authorized but unissued
Warrant Securities, a number of shares sufficient to provide for the exercise
of the Warrants.


 


ARTICLE III


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS OF

WARRANT CERTIFICATES


 


Section 3.1 No Rights as Warrant
Securityholder Conferred by Warrants or Warrant Certificates.  No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of dividends or distributions, if any, on the Warrant Securities or to
exercise any voting rights, except to the extent expressly set forth in this
Agreement or the applicable Warrant Certificate.


 


Section 3.2 Lost, Stolen, Mutilated or Destroyed Warrant
Certificates.  Upon receipt by the Warrant Agent of
evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or
indemnity reasonably satisfactory to the Warrant Agent and the Company and, in the case of mutilation, upon
surrender of the mutilated Warrant Certificate to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchaser,
the Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate
of the same tenor and evidencing Warrants for a like number of Warrant
Securities.  Upon the issuance of any
new Warrant Certificate under this Section 3.2, the Company may require
the payment of a sum sufficient to cover any tax or other governmental


 


5

















 


charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Warrant Agent) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this
Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder.  The
provisions of this Section 3.2 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.


 


Section 3.3 Holder of Warrant Certificate May Enforce Rights.  Notwithstanding
any of the provisions of this Agreement, any holder of a Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other
Warrant Certificate, may, in such holder’s own behalf and for such holder’s own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, such
holder’s right to exercise the Warrants evidenced by such holder’s Warrant
Certificate in the manner provided in such holder’s Warrant Certificate and in
this Agreement.


 


Section 3.4 Adjustments.


 


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


 


(b) If at any time or from time to time the holders of
Common Stock (or any shares of stock or other securities at the time receivable
upon the exercise of the Warrants) shall have received or become entitled to
receive, without payment therefore,


 


(i)
Common Stock or any shares of stock or other securities which are at any time
directly or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe


 


6

















 


for,
purchase or otherwise acquire any of the foregoing by way of dividend or other
distribution;


 


(ii)
any cash paid or payable otherwise than as a cash dividend paid or payable out
of the Company’s current or retained earnings;


 


(iii)
any evidence of the Company’s indebtedness or rights to subscribe for or
purchase the Company’s indebtedness; or


 


(iv)
Common Stock or additional stock or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a
stock split or adjustments in respect of which shall be covered by the terms of
Section 3.4(a) above),


 


then and in each such case, the holder of each
Warrant shall, upon the exercise of the Warrant, be entitled to receive, in
addition to the number of Warrant Securities receivable thereupon, and without
payment of any additional consideration therefore, the amount of stock and
other securities and property (including cash and indebtedness (or rights to
subscribe for or purchase indebtedness) which such holder would hold on the
date of such exercise had he been the holder of record of such Warrant
Securities as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property.


 


(c) In
case of (i) any reclassification, capital reorganization, or change in the
Common Stock of the Company (other than as a result of a subdivision,
combination, or stock dividend provided for in Section 3.4(a) or
Section 3.4(b) above), (ii) share exchange, merger or similar transaction
of the Company with or into another person or entity (other than a share
exchange, merger or similar transaction in which the Company is the acquiring
or surviving corporation and which does not result in any change in the Common
Stock other than the issuance of additional shares of Common Stock) or (iii)
the sale, exchange, lease, transfer or other disposition of all or
substantially all of the properties and assets of the Company as an entirety
(in any such case, a “Reorganization Event”),
then, as a condition of such Reorganization Event, lawful provisions shall be
made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holders of the Warrants, so that the
holders of the Warrants shall have the right at any time prior to the
expiration of the Warrants to purchase, at a total price equal to that payable
upon the exercise of the Warrants, the kind and amount of shares of stock and
other securities and property receivable in connection with such Reorganization
Event by a holder of the same number of Warrant Securities as were purchasable
by the holders of the Warrants immediately prior to such Reorganization Event.
In any such case appropriate


 


7

















 


provisions shall be made with respect to the rights
and interests of the holders of the Warrants so that the provisions hereof
shall thereafter be applicable with respect to any shares of stock or other
securities and property deliverable upon exercise the Warrants, and appropriate
adjustments shall be made to the Warrant Price payable hereunder provided the
aggregate purchase price shall remain the same.  In the case of any transaction described in clauses (ii) and
(iii) above, the Company shall thereupon be relieved of any further obligation
hereunder or under the Warrants, and the Company as the predecessor corporation
may thereupon or at any time thereafter be dissolved, wound up or
liquidated.  Such successor or assuming
entity thereupon may cause to be signed, and may issue either in its own name
or in the name of the Company, any or all of the Warrants issuable hereunder
which heretofore shall not have been signed by the Company, and may execute and
deliver securities in its own name, in fulfillment of its obligations to
deliver Warrant Securities upon exercise of the Warrants.  All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof. In any case of any such Reorganization Event, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.


 


The Warrant Agent may receive a written
opinion of legal counsel as conclusive evidence that any such Reorganization
Event complies with the provisions of this Section 3.4.


 


(d) The Company may, at its option, at any
time until the Expiration Date, reduce the then current Warrant Price to any
amount deemed appropriate by the Board of Directors of the Company for any period not
exceeding twenty consecutive days (as evidenced in a resolution adopted by such
Board of Directors), but only upon giving the notices required by
Section 3.5 at least ten days prior to taking such action.


 


(e) Except as herein otherwise expressly
provided, no adjustment in the Warrant Price shall be made by reason of
the issuance of shares of Common Stock, or securities convertible into or
exchangeable for shares of Common Stock, or securities carrying the right to
purchase any of the foregoing or for any other reason whatsoever.


 


(f) No fractional Warrant Securities shall be
issued upon the exercise of Warrants. If more than one Warrant shall be
exercised at one time by the same holder, the number of full Warrant Securities
which shall be issuable upon such exercise shall be computed on the basis of
the aggregate number of Warrant Securities purchased pursuant to the Warrants
so exercised.  Instead of any fractional
Warrant Security which would otherwise be issuable upon exercise of any


 


8

















 


Warrant, the Company shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction of the last
sales price (or bid price if there were no sales) per Warrant Security, in
either case as reported on the New York Stock Exchange Composite Tape on the
business day which next precedes the day of exercise or, if the Warrant
Securities are not then listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the Warrant
Securities are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, on the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotations
System (“NASDAQ”), or if the
Warrant Securities are not then listed or admitted to trading on any national
securities exchange or quoted on the National Market System of NASDAQ, the
average of the closing high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ, or such other system then in use, or if on any
such date the Warrant Securities are not quoted by any such organization, an
amount equal to the same fraction of the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose at the close of business on the business
day which next precedes the day of exercise.


 


(g) Whenever the Warrant Price then in effect
is adjusted as herein provided, the Company shall mail to each holder of the
Warrants at such holder’s address as it shall appear on the books of the
Company a statement setting forth the adjusted Warrant Price then and
thereafter effective under the provisions hereof, together with the facts, in
reasonable detail, upon which such adjustment is based.


 


Section 3.5 Notice to
Warrantholders.   In
case the Company shall (a) effect any dividend or distribution described in
Section 3.4(b), (b) effect any Reorganization Event, (c) make any distribution on or in respect
of the Common Stock in connection with the dissolution, liquidation or winding
up of the Company, or (d) reduce the then current Warrant Price pursuant to
Section 3.4(d), then the Company shall mail to each holder of Warrants at
such holder’s address as it shall appear on the books of the Warrant Agent, at
least ten days prior to the applicable date hereinafter specified, a notice
stating (x) the record date for such dividend or distribution, or, if a record
is not to be taken, the date as of which the holders of record of Common Stock
that will be entitled to such dividend or distribution are to be determined,
(y) the date on which such Reorganization Event, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such Reorganization Event, dissolution, liquidation or winding up, or (z) the
first date on which the then current Warrant Price shall be reduced pursuant to
Section 3.4(d). No failure to mail such notice nor any defect therein or
in the mailing thereof shall


 


9

















 


affect
any such transaction or any adjustment in the Warrant Price required by
Section 3.4.


 


Section 3.6 [If the Warrants are
subject to acceleration by the Company, insert—Acceleration of Warrants by the
Company.


 


(a) At any time on or
after[                ],
the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration Date”),
if the Market Price (as hereinafter defined) of the Common Stock equals or exceeds[                ]
percent
(             %)
of the then effective Warrant Price on any twenty Trading Days (as hereinafter
defined) within a period of thirty consecutive Trading Days ending no
more than five Trading Days prior to the date on which the Company gives notice
to the Warrant Agent of its election to accelerate the Warrants.


 


(b) “Market
Price” for each Trading Day shall be, if the Common Stock is listed
or admitted for trading on the New York Stock Exchange, the last reported sale
price, regular way (or, if no such price is reported, the average of the reported
closing bid and asked prices, regular way) of Common Stock, in either case as
reported on the New York Stock Exchange Composite Tape or, if the Common Stock
is not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Market System of NASDAQ or, if not listed
or admitted to trading on any national securities exchange or quoted on the
National Market System of NASDAQ, the average of the closing high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. “Trading
Day” shall be each Monday through Friday, other than any day on
which securities are not traded in the system or on the exchange that is the
principal market for the Common Stock, as determined by the Board of Directors
of the Company.


 


(c) In the event of an acceleration of less
than all of the Warrants, the Warrant Agent shall select the Warrants to be
accelerated by lot, pro rata or in such other manner as it deems, in its
discretion, to be fair and appropriate.


 


(d) Notice of an acceleration specifying the
Acceleration Date shall be sent by mail first class, postage prepaid,
to each registered holder of a Warrant Certificate representing a Warrant
accelerated at such holder’s address appearing on the books of the Warrant
Agent not more than sixty days nor less than thirty


 


10

















 


days before the Acceleration Date. Such notice of
an acceleration also shall be given no more than twenty days, and no less than
ten days, prior to the mailing of notice to registered holders of Warrants
pursuant to this Section 3.6, by publication at least once in a newspaper
of general circulation in the City of New York.


 


(e) Any Warrant accelerated may be exercised
until
[                ]
p.m., [City] time, on the business day next preceding the Acceleration Date.
The Warrant Price shall be payable as provided in Section 2.]


 


ARTICLE IV


 


EXCHANGE AND
TRANSFER OF WARRANT CERTIFICATES


 


Section 4.1 Exchange and Transfer of
Warrant Certificates.  [If Other Securities with Warrants which are
immediately detachable—Upon] [If Other Securities with Warrants which are not
immediately detachable—Prior to the Detachable Date, a Warrant Certificate may
be exchanged or transferred only together with the Other Security to which the
Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Other
Security. Prior to any Detachable Date, each transfer of the Other Security
shall operate also to transfer the related Warrant Certificates.  After the Detachable Date, upon] surrender
at the corporate trust office of the Warrant Agent, Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other
denominations evidencing such Warrants or the transfer thereof may be
registered in whole or in part; provided that such other Warrant Certificates
evidence Warrants for the same aggregate number of Warrant Securities as the
Warrant Certificates so surrendered. 
The Warrant Agent shall keep, at its corporate trust office, books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent.  No
service charge shall be made for any exchange or registration of transfer of
Warrant Certificates, but the Company may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be
imposed in connection with any such exchange or registration of transfer.
Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested.  The Warrant
Agent shall not be required to effect any exchange or registration of transfer
which will result in the


 


11

















 


issuance
of a Warrant Certificate evidencing a Warrant for a fraction of a Warrant
Security or a number of Warrants for a whole number of Warrant Securities and a
fraction of a Warrant Security.  All
Warrant Certificates issued upon any exchange or registration of transfer of
Warrant Certificates shall be the valid obligations of the Company, evidencing
the same obligations and entitled to the same benefits under this Agreement as
the Warrant Certificate surrendered for such exchange or registration of
transfer.


 


Section 4.2 Treatment of Holders of
Warrant Certificates.  [If Other Securities and Warrants are not
immediately detachable—Prior to the Detachable Date, the Company, the Warrant Agent and all other persons may treat the owner
of the Other Security as the owner of the Warrant Certificates initially
attached thereto for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced by such Warrant Certificates, any
notice to the contrary notwithstanding. 
After the Detachable Date and prior to due presentment of a Warrant
Certificate for registration of transfer, the] [T]he Company, the Warrant Agent
and all other persons may treat the registered holder of a Warrant Certificate
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.


 


Section 4.3 Cancellation of Warrant
Certificates.  Any Warrant Certificate surrendered for
exchange, registration of transfer or exercise of the Warrants evidenced
thereby shall, if surrendered
to the Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
therefor or in lieu thereof.  The Warrant
Agent shall deliver to the Company from time to time or otherwise dispose of
canceled Warrant Certificates in a manner satisfactory to the Company.


 


ARTICLE V


 


CONCERNING THE
WARRANT AGENT


 


Section 5.1 Warrant Agent.  The Company hereby appoints [              ]
as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and
[         ] hereby accepts such
appointment.  The Warrant Agent shall
have the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions


 


12

















 


with
respect to such powers and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.


 


Section 5.2 Conditions of Warrant
Agent’s Obligations.  The Warrant Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including the following to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:


 


(a) Compensation
and Indemnification.  The
Company agrees promptly to pay the Warrant Agent the compensation to be agreed
upon with the Company for all services rendered by the Warrant Agent and to reimburse
the Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred without negligence, bad faith or willful misconduct by
the Warrant Agent in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or willful misconduct on the part of the Warrant Agent,
arising out of or in connection with its acting as Warrant Agent hereunder,
including the reasonable costs and expenses of defending against any claim of
such liability.


 


(b) Agent
for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.


 


(c) Counsel.  The Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and the written
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel.


 


(d) Documents.  The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.


 


(e) Certain
Transactions.  The Warrant
Agent, and its officers, directors and employees, may become the owner of, or
acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they


 


13

















 


may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as trustee under any indenture to which the Company
is a party.


 


(f) No
Liability for Interest. 
Unless otherwise agreed with the Company, the Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No
Liability for Invalidity. 
The Warrant Agent shall have no liability with respect to
any invalidity of this Agreement or any of the Warrant Certificates (except as
to the Warrant Agent’s countersignature thereon).


 


(h) No
Responsibility for Representations. 
The Warrant Agent shall not be responsible for any of the recitals
or representations herein or in the Warrant Certificates (except as to the
Warrant Agent’s countersignature thereon), all of which are made solely by the
Company.


 


(i) No
Implied Obligations.  The
Warrant Agent shall be obligated to perform only such duties as are herein and
in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent.  The Warrant
Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it.  The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. 
The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of the receipt
of any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.2 hereof, to make any
demand upon the Company.


 


14

















 


Section 5.3 Resignation and Appointment of Successor.


 


(a) The Company agrees, for the benefit of
the holders from time to time of the Warrant Certificates, that there shall at
all times be a Warrant Agent hereunder until all the Warrants have been
exercised or are no longer exercisable.


 


(b) The Warrant Agent may at any time resign
as agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is
given unless the Company otherwise agrees. 
The Warrant Agent hereunder may be removed at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the intended date when it shall become
effective.  Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent.  The obligation of the Company
under Section 5.2(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.


 


(c) In case at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or under
any other applicable Federal or state bankruptcy, insolvency or similar law or
shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or its property or affairs, or shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered
in respect of the Warrant Agent in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or similar law, or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant
Agent or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, a successor Warrant Agent, qualified
as aforesaid, shall be appointed by the Company by an instrument in writing,
filed with the successor Warrant Agent. Upon the appointment as aforesaid of a


 


15

















 


successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder.


 


(d) Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to
the Company an instrument accepting such appointment hereunder, and thereupon
such successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.


 


(e) Any corporation into which the Warrant
Agent hereunder may be merged or converted or any corporation with which the
Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any corporation to which the Warrant Agent shall sell or otherwise
transfer all or substantially all the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto.


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1
Amendment.   This
Agreement may be amended by the parties hereto, without the consent of the
holder of any Warrant Certificate, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained
herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided
that such action shall not materially adversely affect the interests of the
holders of the Warrant Certificates.


 


Section 6.2
Notices and Demands to the Company and Warrant Agent.   If the Warrant Agent shall receive any notice
or demand addressed to the Company by the holder of a Warrant Certificate
pursuant to the provisions of the


 


16

















 


Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.


 


Section 6.3 Addresses.   Any communication from the
Company to the Warrant Agent with respect to this Agreement shall be addressed
to
[               ],
Attention: [                        ]
and any communication from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to Duratek, Inc., 10100 Old Columbia Road,
Columbia, Maryland 21046, Attention: 
Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).


 


Section 6.4 Governing Law.  This Agreement and each Warrant Certificate issued hereunder shall be
governed by and construed in accordance with the laws of the State of New York.


 


Section 6.5 Delivery of
Prospectus.  The Company shall furnish to the Warrant
Agent sufficient copies of a prospectus meeting the requirements of the Securities Act of 1933, as amended, relating to the
Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent agrees
that upon the exercise of any Warrant, the Warrant Agent will deliver to the
holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.


 


The Warrant Agent shall not, by reason of any
such delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.


 


Section 6.6 Obtaining of Governmental
Approvals.   The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental agencies and authorities and
securities act filings under United States Federal and state laws (including
without limitation a registration statement in respect of the Warrants and
Warrant Securities under the Securities Act of 1933, as amended), which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Securities issued upon exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrants or upon the expiration of
the period during which the Warrants are exercisable.


 


Section 6.7 Persons Having Rights
Under Warrant Agreement.   Nothing in this Agreement shall give to any person other than the
Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.


 


17

















 


Section 6.8 Headings.   The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


Section 6.9 Counterparts.   This Agreement may be executed
in any number of counterparts, each of which as so executed shall be deemed to
be an original, but such
counterparts shall together constitute but one and the same instrument.


 


Section 6.10 Inspection of
Agreement.  A copy of this Agreement shall be available
at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate.  The Warrant Agent may
require such holder to submit his Warrant Certificate for inspection by it.


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed, all as of the day and year first
above written.


 


	
   

  	
  DURATEK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Warrant Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


[SIGNATURE
PAGE TO COMMON STOCK WARRANT AGREEMENT] 


 


19

















 


EXHIBIT A


 


FORM OF
WARRANT CERTIFICATE


 


[Face of
Warrant Certificate]


 


 


	
  [Form if Warrants are attached
  to other Securities and are not immediately detachable.

  	
   

  	
  Prior
  to               ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Securities].]

  
	
   

  	
   

  	
   

  
	
  [Form of Legend if Warrants are
  not immediately exercisable.

  	
   

  	
  Prior
  to                ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT


AGENT AS
PROVIDED HEREIN


 


VOID
AFTER
[            ]
P.M., [CITY] TIME,
ON            ,


 


DURATEK,
INC.


 


WARRANT
CERTIFICATE REPRESENTING


WARRANTS
TO PURCHASE


COMMON
STOCK, PAR VALUE $0.01 PER SHARE


 












 


No.


 


Warrants


 


This
certifies that
[                 ]
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such Owner [if Warrants are attached to Other
Securities and are not immediately detachable—, subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined],
to purchase, at any time [after [       ]
p.m., [City] time, on
[                 ]
and] on or before [                 ]
p.m., [City] time,
on                  ,            shares
of Common Stock, par value $0.01 per share (the “Warrant Securities”), of Duratek, Inc. (the “Company”) on the following basis: during
the period from
[                    ],
through and including
[                   ],
the exercise price per Warrant Security will be
$[                   ]
, subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant Price”).
The Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, in lawful money
of


 


A-1

















 


the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price for each
Warrant Security with respect to which this Warrant is exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate trust
office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date
hereof, at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein and in the Warrant
Agreement (as hereinafter defined).


 


The term “Holder”
as used herein shall mean [if Warrants are attached to Other Securities and are
not immediately detachable—prior to
[                                             ]
(the “Detachable Date”), the
registered owner of the Company’s [title of Other Securities]to which this Warrant
Certificate was initially attached, and after such Detachable Date,] the person
in whose name at the time this Warrant Certificate shall be registered upon the
books to be maintained by the Warrant Agent for that purpose pursuant to
Section 4 of the Warrant Agreement.


 


The Warrants evidenced by this Warrant
Certificate may be exercised to purchase a whole number of Warrant Securities
in registered form. Upon any exercise of fewer than all of the Warrants
evidenced by this Warrant Certificate, there shall be issued to the Holder
hereof a new Warrant Certificate evidencing Warrants for the
number of Warrant Securities remaining unexercised.


 


This Warrant Certificate is issued under and
in accordance with the Warrant Agreement dated as of
[                  ,             ]
(the “Warrant Agreement”), between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant
Agent.


 


[If Warrants are attached to Other Securities
and are not immediately detachable—Prior to the Detachable Date, this Warrant
Certificate may be exchanged or transferred only together with the [Title of
Other Securities] (the “Other Securities”)
to which this Warrant Certificate was initially attached, and only for the
purpose of effecting or in conjunction with, an exchange or transfer of such Other
Security. Additionally, on or prior to the Detachable Date, each transfer of
such Other Security on the register of the Other Securities shall operate also
to transfer this Warrant Certificate. After such date, transfer of this] [If
Warrants are attached to Other Securities and are immediately
detachable—Transfer of this] Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent by the
registered owner or such


 


A-2

















 


owner’s assigns, in the manner and subject to the
limitations provided in the Warrant Agreement.


 


[If Other
Securities with Warrants which are not immediately detachable—Except as
provided in the immediately preceding paragraph, after] [If Other Securities
with Warrants which are immediately detachable or Warrants alone—After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing
Warrants for the same aggregate number of Warrant Securities.


 


This
Warrant Certificate shall not entitle the Holder hereof to any of the rights of
a holder of the Warrant Securities, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the Warrant
Securities (except to the extent set forth in the Warrant Agreement) or to
exercise any voting rights.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until
countersigned by the Warrant Agent.


 


A-3

















 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed in its name and on its behalf by the facsimile
signatures of its duly authorized officers.


 


	
   

  	
  DURATEK, INC.

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Countersigned:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As Warrant Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  
										



 


A-4

















 


[REVERSE OF WARRANT CERTIFICATE]


 


(Instructions
for Exercise of Warrant)


 


To exercise any Warrants evidenced hereby for
Warrant Securities (as hereinafter defined), the Holder must pay, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], the Warrant Price in full for Warrants exercised,
to [Warrant Agent] [address of Warrant Agent], Attn:
[                  ],
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder. In addition, the Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the payment.


 


(To be
executed upon exercise of Warrants)


 


The undersigned hereby irrevocably elects to exercise
[                ]
Warrants, evidenced by this Warrant Certificate, to purchase
[                    ]
shares of the Common Stock, par value $0.01 per share (the “Warrant Securities”) of Duratek, Inc. and
represents that he has tendered payment for such Warrant Securities, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], to the order of Duratek, Inc., c/o [insert name
and address of Warrant Agent], in the amount of
$[                    ]
in accordance with the terms hereof. 
The undersigned requests that said Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions set forth below.


 


A-5

















 


If the number of Warrants exercised is less
than all of the Warrants evidenced hereby, the undersigned requests that a new
Warrant Certificate evidencing the Warrants for the number of Warrant
Securities remaining unexercised be issued and delivered to the undersigned
unless otherwise specified in the instructions below.


 


	
  Dated:

  	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
  (Please
  Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Insert Social Security or
  Other Identifying Number of Holder)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform in all
  respects to name of holder as specified on the face of this Warrant
  Certificate and must bear a signature guarantee by a bank, trust company or
  member broker of the New York, Midwest or Pacific Stock Exchange)

  
	
   

  	
   

  
								



 


This Warrant may be exercised at the following
addresses:


 


	
   

  	
  By Hand at

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By mail at

  	
   

  
	
   

  	
   

  



 


[Instructions as to form and delivery of Warrant
Securities and, if applicable, Warrant Certificates evidencing Warrants for the
number of Warrant Securities remaining unexercised—complete as appropriate.]


 


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ASSIGNMENT


 


[Form of
assignment to be executed if


Warrant
Holder desires to transfer Warrant)


 


FOR VALUE
RECEIVED,                                                hereby
sells, assigns and transfers unto:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (please print name and address
  including zip code)

  	
   

  	
  Please insert Social Security
  or other identifying number

  



 


the right represented by the within Warrant to
purchase
[                   ]
shares of [Title of Warrant Securities] of Duratek, Inc. to which the within
Warrant relates and appoints
[                      ]
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.


 


 


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all
  respects to name of holder as specified on the face of the Warrant)

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


A-7