Exhibit
4.09


 


DURATEK,
INC.


 


and


 


[                          ],
as Warrant Agent


 


FORM OF
PREFERRED STOCK


WARRANT
AGREEMENT


 


Dated as
of


 


[                          ]


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1

  	
   

  
	
   

  	
   

  
	
  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
  2

  	
   

  
	
   

  	
   

  
	
  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
  3

  	
   

  
	
   

  	
   

  
	
  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
  4

  	
   

  
	
   

  	
   

  
	
  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
  5

  	
   

  
	
   

  	
   

  
	
  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
  6

  	
   

  
	
   

  	
   

  
	
  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

















 


DURATEK,
INC.


FORM OF
PREFERRED STOCK WARRANT AGREEMENT


 


PREFERRED
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 [title of Preferred Stock purchasable
through exercise of Warrants] (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 1


 


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 2


 


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 purchase the
number of Warrant Securities specified in the applicable Warrant Certificate at
an 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 3


 


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 [title of Preferred Stock
purchasable through exercise of Warrants] 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 [title of Preferred
Stock purchasable through exercise of Warrants] 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
[title of Preferred Stock purchasable through exercise of Warrants] (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) [title of Preferred
Stock purchasable through exercise of Warrants] or any shares of stock or other
securities which are at any time directly or indirectly convertible into or
exchangeable for [title of


 


6

















 


Preferred Stock purchasable through exercise of
Warrants], or any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other distribution;


 


(ii) any cash paid or payable
otherwise than in accordance with the terms of [title of Preferred Stock
purchasable through exercise of Warrants] or 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) [title of Preferred
Stock purchasable through exercise of Warrants] or additional stock or other
securities or property (including cash) by way of spin-off, split-up,
reclassification, combination of shares or similar corporate rearrangement
(other than shares of [title of Preferred Stock purchasable through exercise of
Warrants] 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 shares of [title of Preferred Stock
purchasable through exercise of Warrants] as of the date on which holders of
[title of Preferred Stock purchasable through exercise of Warrants] 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 [title of Preferred Stock purchasable through
the exercise of the Warrants] 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 [title of
Preferred Stock purchasable through the exercise of the Warrants] other than
the issuance of additional shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] 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


 


7

















 


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 shares of [title of Preferred Stock
purchasable through the exercise of the Warrants] as were purchasable by the
holders of the Warrants immediately prior to such Reorganization Event. In any
such case appropriate 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 any
securities of the Company or for any other reason whatsoever.


 


8

















 


(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
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 [title
of Preferred Stock purchasable through the exercise of the Warrants] 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 [title of Preferred Stock purchasable through
the exercise of the Warrants]


 


9

















 


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 [title of Preferred Stock purchasable
through the exercise of the Warrants] of record shall be entitled to exchange
their shares of [title of Preferred Stock purchasable through the exercise of
the Warrants] 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 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 [title of Preferred Stock purchasable through
the exercise of the Warrants] 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 [title of Preferred Stock purchasable
through the exercise of the Warrants] 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 [title of Preferred Stock purchasable through the
exercise of the Warrants], in either case as reported on the New York Stock
Exchange Composite Tape or, if the [title of Preferred Stock purchasable
through the exercise of the Warrants] is not listed or admitted to trading on
the New York Stock Exchange, on the principal national securities exchange on
which the [title of Preferred Stock purchasable through the exercise of the
Warrants] 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 [title of Preferred Stock purchasable through the exercise of the
Warrants] 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.


 


10

















 


 “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 [title of Preferred Stock purchasable through the
exercise of the Warrants], 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 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 4


 


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


 


11

















 


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
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.


 


12

















 


ARTICLE 5


 


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 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.


 


13

















 


(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 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


 


14

















 


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.


 


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,


 


15

















 


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 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 6


 


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.


 


16

















 


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 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


 


17

















 


Warrant Agent and the holders of the Warrant Certificates any right,
remedy or claim under or by reason of this Agreement.


 


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
PREFERRED 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


[TITLE OF WARRANT
SECURITIES]


 












 


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 [Title of Warrant Securities] (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 the United States


 


A-1

















 


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 [Title of Warrant Securities] (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.


 


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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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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