Exhibit 10.4.3

                            WARRANT AGREEMENT


                                Between

                       SIENA CAPITAL PARTNERS, L.P.

                                  And

                        RECYCLING INDUSTRIES, INC.

                        Dated as of June 23, 1997


THIS WARRANT AGREEMENT HAS BEEN ISSUED PURSUANT TO THAT CERTAIN SECURITIES 
PURCHASE AGREEMENT, DATED AS OF JUNE 23, 1997, BY AND BETWEEN THE COMPANY (AS
DEFINED HEREIN) AND SIENA (AS DEFINED HEREIN) (THE "SECURITIES PURCHASE
AGREEMENT").  THIS WARRANT AGREEMENT IS SUBJECT TO ALL OF THE TERMS AND
CONDITIONS OF THE SECURITIES PURCHASE AGREEMENT AND IS ENTITLED TO THE BENEFITS
THEREOF.

THE WARRANTS AND WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANTS
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 
"SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.  THE WARRANTS
AND WARRANT SECURITIES, AS THE CASE MAY BE, MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE
ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT
WITH RESPECT TO THE WARRANTS AND WARRANT SECURITIES, AS THE CASE MAY BE, UNDER
THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (2) AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.



WARRANT AGREEMENT


THIS WARRANT AGREEMENT (this "Agreement") is dated as of the 23rd day of June,
1997, and executed by and between SIENA CAPITAL PARTNERS, L.P., a California 
limited partnership ("Siena"), and RECYCLING INDUSTRIES, INC., a Colorado 
corporation (the "Company").

WHEREAS, pursuant to that certain Securities Purchase Agreement  between Siena
and the Company dated as of even date herewith (the "Securities Purchase 
Agreement"), the Company has agreed to grant to Siena or its assigns common 
stock warrants in  the form attached hereto as Exhibits A-1 through A-4 hereto
(the "Warrants") to acquire shares of the Company's Common Stock, US $.001par
value per share. This Agreement sets  forth certain rights and obligations of
the Company and Siena with respect to the Warrants.

NOW, THEREFORE, in consideration of the foregoing and the mutual  covenants,
representations, warranties and agreements contained in this Agreement, the 
parties hereto agree as follows:

I.  DEFINITIONS

Section 1.01   Defined Terms.  As used in this Agreement, the  following 
capitalized terms shall have the meanings respectively assigned to them below,
which meanings shall be applicable equally to the singular and plural forms of
the terms so defined.  Terms not otherwise defined herein shall have the 
meanings ascribed to such terms in the Securities  Purchase Agreement.

"Common Stock Equivalents" shall mean all options, warrants  (including the 
Warrants), convertible securities, securities and other rights (in each case
whether now existing or hereafter issued or arising) to acquire from the 
Company shares of Common Stock (without regard to whether such options, 
warrants, convertible securities, securities and  other rights are then 
exchangeable, exercisable or convertible in full, in part or at all).

"Dividend" means, as to any Person (as hereinafter defined), any declaration 
or payment of any dividend (other than a stock dividend) on, or the making of
any pro rata distribution,  loan, advance, or investment to, any shares of 
capital stock of such Person.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as  amended, 
and the rules and regulations promulgated thereunder, and any successor  
provisions thereto.

"Exercise Price" shall have the meaning given in each Warrant.  The Exercise
Price and the number of shares of Common Stock purchasable pursuant to the 
Warrants shall be subject to adjustment from time to time as hereinafter set
forth in Article V hereof; provided, however, that no adjustment shall be made
unless by reason of the happening of any one or more of the events hereinafter
specified, the Exercise Price then in effect shall be changed by one percent 
or more, but any adjustment that would otherwise be required to be made but 
for this provision shall be carried forward and shall be made at the time of 
and together with any subsequent adjustment which, together with any adjustment
or adjustments so carried forward, amounts to one percent or more.

"Expiration Period" means, with respect to each Warrant, the period commencing
on each Warrant's respective Warrant Effective Date through and including the
fifth anniversary of such Warrant Effective Date or, in the event the fifth 
anniversary is not a Business Day (as hereinafter defined), the next succeeding
Business Day.

"Exercise Quantity" shall mean the number of shares of Common Stock, determined
from time to time, taking into account all shares of Common Stock theretofore
issued upon exercise of the Warrants, required to be issued by the Company to 
the Holders  of the Warrants. Exercise Quantity shall initially have the 
meaning given in each Warrant,  and may be adjusted from time to time, pursuant
to the provisions of the Warrants and this  Agreement.

"Fair Value" as of a particular date shall mean the last sale price of the 
Common Stock as reported on a national securities exchange or on the NASDAQ 
SmallCap or National Market System or, if a last sale reporting quotation is 
not available for the Common Stock, the average of the bid and asked prices of
the Common Stock as reported by NASDAQ or on the NASD's OTC Bulletin Board 
Service, or if not so reported, as listed in the National Quotation Bureau, 
Inc.'s "Pink Sheets."  If  such quotations are unavailable, or with respect 
to other appropriate security, property, assets, business or entity, "Fair 
Value" shall mean the fair value of such item as determined by mutual agreement
reached by the Holder and the Company or, in the event the parties are unable 
to agree, an opinion of an  independent investment banking firm or firms in 
accordance with the following procedure.  In the case of any event which gives
rise to a requirement to determine "Fair Value" pursuant to this Agreement, 
the Company shall be responsible for initiating the process by which Fair Value
shall be determined as promptly as practicable, but in any event within sixty
(60) days following such event and if the procedures contemplated herein in 
connection with determining Fair Value have not been complied with fully, then
any such determination of Fair Value for any purpose of this Agreement  shall 
be deemed to be preliminary and subject to adjustment pending full compliance
with such  procedures.  Upon the occurrence of an event requiring the 
determination of Fair Value, the Company shall give the Holder(s) of the 
Warrants notice of such event, and the Company and the Holders shall engage 
in direct good faith discussions to arrive at a mutually agreeable 
determination of  Fair Value.

In the event the Company and the Holder(s) (as hereinafter defined) are unable
to arrive at a mutually agreeable determination within thirty (30) days of the
notice, the Company and the Holder(s) of the Warrants (who, if more than one,
shall agree among themselves by a majority) shall each retain a separate 
independent investment banking firm of national reputation (which firm, in 
either case, may be the independent investment banking firm regularly retained
by the Company or any such Holder). Such firms shall jointly determine the Fair
Value of the security, property, assets, business or entity, as the case may 
be, in question and deliver their opinion in writing to the Company and to such
Holder within thirty (30) days of their retention.  In no event shall the
marketability, or lack thereof, or lack of registration of a security be a 
factor in determining the "Fair Value" of such security.

If such firms cannot jointly make such determination within such 30-day period,
then, unless otherwise directed by agreement of the Company and the Holder(s)
of a majority or more of the Warrants, such firms, in their sole discretion,
shall choose another independent investment banking firm of the Company or 
such Holder(s), which firm shall make such determination and render such an 
opinion.  In either case, the determination so made shall be  conclusive and 
binding on the Company and such Holder(s).  The fees and expenses of the 
investment banking firm retained by Holder(s) pursuant to this provision shall
be borne by Holder(s).  The fees and expenses of all other investment banking 
firms retained pursuant to this provision  shall be borne by the Company.

"Holder" or "Holders" shall mean the Person(s) then registered as the owner(s)
of the Warrants or Warrant Securities, as the case may be, on the books  and 
records of the Company.

"Person" shall mean any individual, corporation, partnership,  limited 
liability company, association, joint-stock company, trust, estate, 
unincorporated  organization, joint venture, court or governmental or 
political subdivision or agency thereof.

"Registrable Securities" shall have the meaning assigned to it in Section 6.01
hereof.

"Subsidiary" shall mean any corporation as to which an aggregate of more than
50% of the outstanding voting stock is at any time directly or indirectly 
owned by the Company, or by one or more of its Subsidiaries or by the Company
and one or more of its Subsidiaries.

"Warrant Securities" shall mean the shares of Common Stock (or other 
securities representing Common Stock) purchasable or purchased from time to
time under the Warrants or acquired upon any transfer of any such shares, 
together with all additional securities received in payment of dividends or 
distributions on or splits of those securities or received as a result of the
adjustments provided for in Article V hereof.

II.  WARRANTS

On the Closing Date, the Company will grant to Siena, for good  and valuable 
consideration as more particularly described in the Securities  Purchase 
Agreement and herein, the Initial Warrant in the form attached as Exhibit A-1
hereto, the Second Warrant in the form attached as Exhibit A-2 hereto, the
Third Warrant in the form attached as Exhibit A-3 hereto and the Fourth Warrant
in the form attached as Exhibit A-4 hereto.  Siena and any subsequent Holder 
of the Warrants and of Warrant Securities shall have the rights and obligations
provided for in the Warrants and in this Agreement and in the Securities 
Purchase Agreement .

III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company hereby represents and warrants as follows:

   (a)  The execution and delivery of this Agreement and the Warrants have 
been duly and properly authorized by all requisite corporate action of the
Company and its board of directors, and, except as disclosed in the Disclosure
Schedule, no consent of any other Person is required as a prerequisite to the
validity and enforceability of this Agreement and the Warrants that has not 
been obtained.  The Company has the full legal right, power and authority to
execute and deliver this Agreement and the  Warrants and to perform its 
obligations hereunder and thereunder. When issued and delivered  pursuant to
this Agreement, the Warrants will have been duly executed, issued and 
delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits  provided herein and therein.

   (b)  The Company is not a party to or otherwise subject to any contract or
agreement which restricts or otherwise affects its right or ability to execute
and deliver this Agreement or the Warrants or to perform any obligation 
hereunder or thereunder (including, without limitation, issuance of the 
Warrant Securities). Neither the execution or delivery of this Agreement or
the Warrants, nor compliance therewith (including, without limitation, 
issuance of  the Warrant Securities), will conflict with, or result in a 
breach of the terms, conditions or  provisions of, or constitute a default 
under, or result in any violation of, or result in the creation of any  
material lien upon any properties of the Company under, or require any
consent, approval, or other action by, notice to or filing with any court 
or Governmental Person pursuant to the Certificate of Incorporation or By-laws
of the Company, as currently in effect, any award of any arbitrator, or any
material agreement,  instrument or law to which the Company is subject or by 
which it is bound.

   (c)  On the date hereof, the authorized capital stock of the Company will 
consist of (i) 50,000,000 shares of Common Stock and (ii) 10,000,000 shares 
of Preferred Stock.  As of June 13, 1997, the Company had issued and 
outstanding (A) 13,919,429 shares of Common Stock and (B) 10,000 shares each 
of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock
and Series E Convertible Preferred Stock.  From June 13, 1997 through the 
Closing Date, the Company issued no additional shares of capital stock.  All
such outstanding shares are validly issued, fully paid and nonassessable.
Except as disclosed in the Disclosure Schedule, there are no rights, options
or warrants of any kind outstanding to purchase or acquire Common Stock or any
other ownership interest in the Company, nor are there other securities, 
obligations, agreements or rights of any kind outstanding which are exercisable
for, convertible into or exchangeable for any Common Stock or any other 
ownership interests in the Company or under the terms of which the parties 
thereto have the right to purchase or acquire Common Stock or Common Stock 
Equivalents.  Except as disclosed in the Disclosure Schedule, the issuance by
the  Company of the Warrants and the Warrant Securities is not subject to any
preemptive or  similar right of any Person pursuant to statute, contract or 
understanding.


   (d)  Except as disclosed in the Disclosure Schedule and as provided in 
this Agreement, the Company is not subject to any obligation to repurchase or
otherwise acquire or retire any shares of capital stock.  Except as disclosed 
in the Disclosure Schedule, there is no commitment of the Company to issue any
shares, warrants, options, or other such rights, or to distribute to holders 
of any class of its capital stock any evidences of indebtedness or assets, or 
to pay any Dividend or make any other distribution in respect thereof.

   (e)  The Warrants are, and the Warrant Securities will be, issued by the 
Company to Siena in a transaction exempt from registration and qualification
under the applicable federal and state securities laws.

   (f)  Except as disclosed in the Disclosure Schedule, there is not in effect
on the date of this Agreement any agreement by the Company (other than this 
Agreement) pursuant to which any holders of securities of the Company have a
right to cause the Company to register such securities under the Securities 
Act.

   (g)  The representations and warranties made or deemed made by the Company 
in the Securities Purchase Agreement are incorporated herein by reference and
are true and correct on the date of this Agreement and the Holder shall be 
entitled to rely thereon as if the same were originally addressed to the 
Holder. The representations and warranties  incorporated by reference in 
this Section shall survive any termination of the Securities Purchase 
Agreement, the maturity of the Note or any expiration of such representations
or warranties by the terms of the Securities Purchase Agreement or the Note.

IV.  COVENANTS

Section 4.01   Covenants of the Company.  The Company hereby covenants and
agrees that, during the term of this Agreement, unless Holders of outstanding
Warrants evidencing a majority of the Warrants agree otherwise in writing.

   (a)  Each of the Warrant Securities issued and delivered upon the exercise
of the Warrants and payment of the Exercise Price will be duly and validly 
authorized and issued, will be fully paid and nonassessable, and will not be
 subject to any unpaid tax or any lien, whether respecting their issuance to 
and purchase by the Holder of the Warrants or otherwise. The Company will take
all such actions as may be necessary to assure that all such shares  of Common
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock  may be listed.

   (b)  The Company shall reserve and at all times keep available for issuance
an authorized number of shares of Common Stock sufficient to permit the full 
and immediate exercise of the Warrants and the full and immediate exercise, 
exchange and  conversion of all other securities, options, warrants and other
rights issued or granted by the  Company.

   (c)  The Company shall not permit the par value of its Common Stock to 
exceed, at any time, the Exercise Price and shall take all such actions as may
be necessary or appropriate to ensure that it does not do so.

   (d)  The Company shall not create or permit the existence of any class of
common stock, preferred stock, or any class or series of securities having 
voting rights other than as may be required by statute, or any other class 
or series of securities having any liquidation, Dividend or other preference,
other than the Common Stock and the Preferred Stock.

   (e)  As soon as available, and in no event later than the dates filed with
the SEC or any other Governmental Person or other regulatory authority, if 
such documents are so filed, the Company shall deliver to the Holder(s) of the
Warrants and the Warrant  Securities copies of (i) all annual, quarterly and
monthly financial statements made available by the Company to its 
stockholders,(ii) all reports, notices and proxy or information statements 
sent or made available generally by the Company to its stockholders, and (iii)
all regular and periodic reports and all registration statements, prospectuses
and other information filed by the Company with the  Commission, relevant 
state authorities or any securities exchange, securities quotation  system or
other self-regulatory organization.

   (f)  The Company shall cooperate with the Holder(s) of the Warrants and the
Warrant Securities in supplying such information (excluding legal opinions) as
may be reasonably necessary for the Holder(s) to complete and file any 
information or other reporting forms from time to time  required by the 
Commission, relevant state authorities or any securities exchange, securities
quotation system or other self-regulatory organization, including, without
limitation, information pertaining to or required for the availability of any
exemption from the securities laws for the sale, transfer or other disposition
of the Warrants or any of the Warrant Securities, provided, that in connection
with such cooperation the Company shall not be required to incur actual 
expenses in excess of $10,000.00 .

Section 4.02   Indemnification.

   (a)  The Company agrees to defend, indemnify and hold harmless, to the full
extent permitted by law, Siena and each other Holder of the Warrants, this 
Agreement, or any Warrant Security purchased hereunder, any underwriter(s), 
and their respective directors, officers, employees, attorneys and agents, as 
well as each other Person (if any) controlling any of the foregoing Persons 
within the meaning of Section 15 of the Securities Act, or Section 20 of the 
Exchange Act, from  and against any and all claims, liabilities, losses and 
expenses (including, without limitation, the reasonable disbursements, expenses
and fees of their respective attorneys) that may be imposed upon, 
incurred  by,or asserted against any of them, any of their respective 
directors, officers, employees, attorneys  and agents, or any such control 
Person, under the Securities Act, the Exchange Act or any other  statute or 
at common law, insofar as such losses, claims, damages or liabilities (or 
actions in respect hereof), arise out of or are related directly or indirectly
to any alleged untrue statement of  any material fact contained, on the 
effective date thereof, in any registration statement under which such 
securities were registered under the Securities Act or the Exchange Act, or 
in any preliminary prospectus or final prospectus contained therein, or any 
amendment or supplement thereto, or any alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, and shall reimburse such Persons for any 
legal or any  other expenses reasonably incurred by such Persons in connection
with investigating or defending any such loss, claim, damage, liability or 
action; provided, however, that the Company shall not be liable in any such 
case to the extent that any such loss, claim, damage or liability arises out
of or is  based upon any alleged untrue statement or alleged omission made in
such registration statement, preliminary prospectus, prospectus or amendment 
or supplement in reliance upon and in conformity with  written information 
furnished to the Company specifically for use therein or the failure of any 
such Person to deliver a copy of any final prospectus as then amended or 
supplemented if delivery of same is required by law and would have cured the 
defect giving rise to such loss, claim, damage or liability.  Such indemnity 
shall remain in full force and effect  regardless of any investigation made by
or on behalf of any such indemnified Person, and shall survive the transfer of
such securities by such Person.  Promptly after receipt of notice of the 
commencement of any action in respect of which indemnity may be sought against
the Company, the Company shall assume the defense of such action (including 
the employment of counsel, who shall be counsel reasonably satisfactory to the
party seeking indemnity hereunder) and the payment of expenses insofar as such
action shall relate to any alleged liability in respect of which indemnity may
be sought against the Company. The Company shall not, except with the approval
of each party being indemnified under this Section 4.02, consent to entry of 
any judgment or enter into any settlement that does not include as an 
unconditional term thereof the giving by the claimant or plaintiff to the 
parties being so indemnified of a release from all liability in respect to 
such claim or litigation.

   (c)  In connection with any registration statement relating to the 
registration of the Warrant Securities, each Holder of Warrant Securities will
furnish to the Company in writing such information and affidavits with respect
to such Holder as the Company reasonably requests for use in connection with 
any such registration statement (or prospectus contained therein) and will 
indemnify, to the extent permitted by law, the Company, its directors, its 
officers who sign the registration statement and each Person who controls the
Company (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and reasonable expenses resulting from any untrue 
statement of material fact or any omission of a material fact required to be
stated in such registration statement or prospectus or any amendment thereof 
or supplement thereto necessary to make the statements therein (in the case of
a prospectus, in the light of the circumstances under which they were made) 
not misleading, in each case to the extent, but only to the extent, that any
such loss, liability, claim, damage or expense arises out of or is based upon
any such untrue statement or omission made therein in reliance upon and in 
conformity with such written information or affidavits relating to such Holder
furnished to the Company by such Holder expressly for use therein.

Section 4.03   Listing on the Securities Exchange.  The Company shall, at 
its expense, list on any securities exchange where it lists its Common Stock,
and maintain and increase when necessary such listing of all outstanding 
Warrant Securities so long as any shares of Common Stock shall be so listed.
The Company shall also so list on each securities exchange, and will maintain
such listing of, any other securities which the holder of the Warrants shall
be entitled to receive upon the exercise thereof if at the time any securities
of the same class shall be listed on such securities exchange by the Company.

Section 4.04   Repurchases and Redemptions.  The Company shall not 
repurchase or redeem any of its equity securities or any securities 
convertible into or exchangeable for such equity securities or any warrants
or other rights to purchase such equity securities unless it concurrently
makes a cash payment to the Holder(s) of the Warrants equal to the product of:
(1) the quotient obtained by dividing (x) the aggregate amount of cash and the
aggregate Fair Value of any property paid out by the Company in connection 
with any such repurchase or  redemption by (y) the number of shares of Common
Stock and Common Stock Equivalents  outstanding immediately after such 
repurchase or redemption (excluding Warrant Securities) and (2)  the number
of shares of Common Stock issuable upon the exercise of the Warrants. 

V.  ANTIDILUTION

Section 5.01   No Dilution or Impairment; Adjustments.  The Company 
hereby acknowledges that the initial number of shares issuable upon exercise
of the Warrants was calculated based upon 4.144% of the number of shares of 
Common Stock and Common Stock Equivalents outstanding and the representation 
of the Company that the number of shares of Common Stock and Common Stock 
Equivalents outstanding as of the Closing Date (including the  Warrant 
Securities) was 23,890,547 shares.  If for any reason it shall hereafter be 
determined by the Company that the actual number of shares of Common Stock 
and Common Stock Equivalents outstanding as of the Closing Date was different
from the foregoing, the Company will notify the Holder(s) of such 
determination and if the Holder(s) does not dispute the same, the Company 
shall forthwith reissue the Warrants with an appropriate proportional increase
in the Exercise Quantity to be effective from the Closing Date.  If a Holder 
shall dispute such determination and the parties cannot otherwise resolve the
dispute promptly and in good faith, then the dispute shall be resolved in 
accordance with Section 5.01(j).  It is the intent of the parties hereto that,
after giving effect to any exercise of the Warrants, the Holder(s) of the 
warrants or Warrant Securities would collectively be the owner of  4.144% of
the Common Stock and Common Stock Equivalents (or have the right to acquire 
4.144% of the Common Stock and Common Stock Equivalents outstanding as such 
amount may  be adjusted in the event of a cashless exercise of the Warrants 
according to Section 2(a)(ii) or (iii) thereof or other adjustments 
contemplated herein), except such percentage may be reduced as a consequence
of an issuance of Common Stock not requiring any adjustment in the Exercise 
rice under this Article V.

   (a)  Prohibited Actions.  So long as any Warrants are outstanding, 
then, without the prior written consent of the Holders of outstanding Warrants 
evidencing a majority in number of the total number of Warrant Securities at
the time purchasable upon the exercise of all then outstanding Warrants, the 
Company will not:  (i) except as disclosed in the Disclosure Schedule, make 
any payment (in cash or property including without limitation any payments in
excess of earnings and profits of the Company) to or enter into any other 
transaction with, any party to this Agreement or any stockholder or 
securityholder of the Company or any Affiliate thereof other than payments 
made, or transactions expressly contemplated by this Agreement, the Securities
Purchase Agreement or the Senior Debt Agreement; or (ii) take any other 
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Agreement or the Warrants or impair the ability of the
Holder(s) to realize the full intended economic value thereof, but will at all
times in good faith assist in the carrying out of all such terms, and of the 
taking of all such action as may be necessary or appropriate in order to 
protect the rights of the  Holder(s) of the Warrants against dilution or other
impairment.

   (b)  Adjustment of Exercise Price in the Event of Certain Issuances of 
Common Stock or Common Stock Equivalents.  In case the Company shall at any 
time issue or sell  Common Stock or Common Stock Equivalents for less than 
Fair Value or at a price per share less than the current Exercise Price of the
Warrants (other than (i) delivery of shares of Common Stock upon exercise  of
the Warrants, (ii) any Common Stock Equivalents issued and outstanding on the 
date hereof and disclosed on the Disclosure Schedule, (iii) Common Stock 
Equivalents issued to Dabney/Resnick/Imperial, LLC pursuant to the Engagement 
Letter in the form of Exhibit D to the Securities Purchase Agreement, and (iv)
any Common Stock Equivalents granted, but not issued and outstanding, pursuant
to the Company's 1997 Executive Stock Option Plan (the "Plan"), as of the date
hereof, exercisable for the purchase of up to 2,950,000 shares of Common 
Stock, and disclosed on the Disclosure Schedule, which may be subsequently 
returned to the Plan and reissued or granted or otherwise transferred, 
provided, however, that upon such reissuance, grant or transfer the exercise 
price of any such Common Stock Equivalent shall not be less than the exercise
price of such Common Stock Equivalent on its original date of grant), in 
addition to the number of shares outstanding as of the date hereof, the 
Exercise Price then in effect shall be proportionately decreased in the case 
of such issuance or sale (on the day following the date of such issuance or 
sale) and the Exercise Quantity purchasable upon exercise of the Warrants 
immediately prior thereto shall be adjusted.  Upon any adjustment of the 
Exercise Price as provided in this Section 5.02(b), the Exercise Quantity 
shall be adjusted so that the New Exercise Quantity  shall be equal to the 
product of (x) the former Exercise Quantity and (y) the following fraction:

The Exercise Price in effect immediately prior to such adjustment
The Exercise Price resulting from such adjustment

Exhibit B hereto sets forth the formula and an illustrative example of 
the manner in which the adjustments contemplated herein should be applied.

   (c)  Adjustment of Exercise Price in the Event of Dividends, Stock 
Splits and Reverse Stock Splits.   In case the Company shall at any time issue
Common Stock or Common Stock Equivalents by way of a Dividend or other 
distribution on any stock of the Company or effect a stock split or reverse 
stock split of the outstanding shares of Common Stock, the Exercise Price then
in effect shall be proportionately decreased in the case of such issuance (on
the day following the date fixed for determining shareholders entitled to 
receive such dividend or other distribution) or decreased in the case of such 
stock split or increased in the case of such reverse stock split (on the date 
that such stock split or reverse stock split shall become effective), by 
multiplying the Exercise Price in effect immediately prior to the stock 
dividend, stock split or reverse stock split by a fraction, the numerator of 
which is the number of shares of Common Stock outstanding immediately prior to 
such stock dividend, stock split or reverse stock split, and the denominator
of which is the number of shares of Common Stock outstanding immediately after
such stock dividend, stock split or reverse stock split.


   (d)  Company to Prevent Dilution.  In any case at any time or from time 
to time conditions arise by reason of action taken by the Company which are 
not adequately covered by the provisions of this Article V, and which might 
materially and adversely affect the exercise rights of the Holders under any 
provision of this Agreement, unless the adjustment necessary shall be agreed 
upon by the Company and the Holders, the Board of Directors of the Company 
shall appoint a firm of independent certified public accountants of recognized
national standing, acceptable to the Holders, who at the Company's expense
shall give their opinion upon the adjustment, if any, on a basis consistent 
with the standards established in the other provisions of this Article V, 
necessary with respect to the Exercise Price and the Exercise Quantity, so as 
to preserve, without dilution, the exercise rights of the Holders. Upon the 
receipt of such opinion, the Company's Board of Directors shall forthwith make 
the adjustments described therein.

   (e)  Right to Reduce Exercise Price.  The Company shall have the right 
to reduce the Exercise Price at any time and from time to time that such
appears in the Company's best interests to do so. 

   (f)  Subdivision or Combinations.  In case the Company shall at any 
time change as a whole, by subdivision or combination in any manner or by the 
making of a stock dividend, the number of outstanding shares of Common Stock 
into a different number of shares, with or without par value, (i) the Exercise 
Quantity immediately prior to such change shall be increased or decreased, as 
the case may be, in direct proportion to the increase or decrease, 
respectively, in the number of shares outstanding immediately prior to such 
change, and (ii) the Exercise Price in effect immediately prior to such change
shall be increased or decreased, as the case may be, in inverse proportion to 
such increase or decrease in the number of such shares outstanding immediately
prior to such change.

   (g)  Reorganization; Asset Sales; Etc.  In case of (i) any capital 
reorganization or any  reclassification of the capital stock of the Company, 
(ii) any consolidation or merger of the Company or any Subsidiary with or into
another corporation or entity, (iii) the disposition or transfer of the assets
of the Company other than in the ordinary course of the Company's business, or
(iv) the dissolution, liquidation or winding up of the Company, the Holders 
shall thereafter be entitled to purchase (and it shall be a condition to the 
consummation of any such transaction or event that appropriate provision shall
be made so that such Holders shall thereafter be entitled to purchase) the kind
and amount of shares of stock and other securities and property 
receivable in such transaction by a holder of the number of shares of Common 
Stock of the Company into which this Agreement entitled the holder to purchase
immediately prior to such capital reorganization, reclassification of capital
stock, non-surviving combination or disposition; and in any such case 
appropriate adjustments shall be made in the application of the provisions of
this Article V with respect to rights and interests thereafter purchasable 
upon the exercise of a Warrant.

   (h)  Adjustment Statement.  Whenever the Exercise Price or Exercise 
Quantity is adjusted as herein provided, the Company shall forthwith deliver
to the Holders a statement signed by the President of the Company and by its 
Treasurer or Secretary stating the adjusted Exercise Price or Exercise 
Quantity for which the Warrants are exercisable, determined as specified 
herein.  The statement shall show in detail the facts requiring such 
adjustment, including a statement of the consideration received by the Company 
for any additional stock issued.

   (i)  Prior Notice to the Holders.  If at any time:

        (i)  The Company shall pay any Dividend payable in Common 
Stock or Common Stock Equivalents upon its capital stock or make any 
distribution (other than cash dividends) to the holders of its capital stock;
or
        (ii)  The Company shall offer for subscription pro rata to 
the holders of its capital stock any additional shares of stock of any class
or any other rights; or

        (iii)  The Company shall effect any capital reorganization 
or any reclassification of or change in the outstanding capital stock of the 
Company (other than a change in par value, or a change from par value to no
par value, or a change from no par value to par value, or a change resulting 
solely from a subdivision or combination of outstanding shares), or any 
consolidation or merger, or any sale, transfer or other disposition of all or
substantially all of its property, assets, business and goodwill as an 
entirety, or the liquidation, dissolution or winding up of the Company; or

        (iv)  The Company shall declare a Dividend upon its capital 
stock payable otherwise than out of earnings or earned surplus or otherwise
than in shares or any stock or obligations directly or indirectly convertible
into or exchangeable for shares;

then, in any such event, the Company shall cause at least thirty (30) days' 
prior written notice to be mailed to the Holders at the address of each such 
holder shown on the books of the Company.  The notice shall also specify the 
date on which the books of the Company shall close or a record be taken for 
such stock dividend, distribution or subscription rights, or the date on which
such reclassification, reorganization, consolidation, merger, sale, transfer, 
disposition, liquidation, dissolution, winding up, or dividend, as the case 
may be, shall take place, and the date of participation therein by the holders
of shares of capital stock if any such date is to be fixed, and shall also set 
forth such facts with respect thereto as shall be reasonably necessary to 
indicate the effect of such action on the rights of the holder.

   (j)  Disputes.  If there is any dispute as to the computation of the 
Exercise Price or the Exercise Quantity, the Company will retain, at its 
expense, an independent and nationally recognized accounting firm to conduct
an audit of the computations pursuant to the terms hereof involved in such
dispute, including the financial statements or other information upon which 
such computations were based.  The determination of such nationally recognized 
accounting firm shall, in the absence of manifest error, be binding.  If there 
shall be a dispute as to the selection of such nationally recognized 
accounting firm, such firm shall be appointed by the American Institute of 
Certified Public Accountants ("AICPA") if willing, otherwise the American 
Arbitration Association  ("AAA"). 

VI.  REGISTRATION RIGHTS

Section 6.01   "Piggyback" Registration Rights.  If at any time the 
Company shall determine to register under the Securities Act (including
pursuant to a demand of any security holder of the Company exercising 
registration rights) any of its Common Stock  (except securities to be issued
solely in connection with any acquisition of any entity or  business, shares 
issuable solely pursuant to employee benefit plans eligible for registration 
on SEC Form  S-8 or shares to be registered on any registration form that does
not permit secondary sales), it shall  send to Siena and to each of the 
Holder(s) written notice of such determination  at least thirty (30) days 
prior to each such filing and, if within twenty (20) days after receipt of 
such  notice, any Holder shall so request in writing, the Company shall use 
its best efforts to include in  such registration statement (to the extent 
permitted by applicable regulation) all or any part of the Warrant Securities 
(collectively referred to in this Article VI as "Registrable Securities") that
such Holder requests to be registered, provided, however, that if, in 
connection with any offering involving an underwriting of Common Stock to be
issued by the Company, the managing underwriter shall impose a limitation on
the amount of Registrable Securities included in any such registration 
statement, then, to the extent that any Registrable Securities remain 
available for registration after the underwriter's cutback, the Company shall
be obligated to include in such registration statement with respect to each 
Holder requesting inclusion only the product of :   (i) the number of 
Registrable Securities with respect to which such Holder has requested 
inclusion hereunder and (ii) such Holder's pro rata share of the sum of all 
Registrable Securities permitted to be registered and all other securities of 
the Company, the holders of which Registrable Securities and other securities 
have requested that such securities be registered.  Any Registrable Securities
which are included in any underwritten offering under this Section 6.01 shall 
be sold upon such terms as the managing underwriters shall reasonably request 
but in any event shall be  upon terms not less favorable than those upon which
any other selling security holder shall sell any of its securities.  If any 
Holder disapproves of the terms of such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter.  The
Company shall use its best efforts to cause the managing underwriter or 
underwriters of a proposed underwritten offering (the "Company Underwriter") 
to permit the Holders who have requested to participate in the registration 
for such offering to include such Registrable Securities in such offering on 
the same terms and conditions as the securities of the Company included 
therein.  Notwithstanding the foregoing, if the Company Underwriter delivers 
a written opinion to the Holders that the total amount or kind of securities
which they, the Company and any other Persons intend to include in such 
offering (the "Total Securities") is sufficiently large so as to 
prevent the Company from affecting a successful offering of the Total 
Securities, then the amount or kind of securities to be offered for the 
account of any members of management shall be reduced pro rata to the extent 
necessary to reduce the Total Securities to the amount recommended by the 
Company Underwriter, and if the amount or kind of Total Securities is still 
sufficiently large so as to prevent the Company from affecting a successful 
offering of the Total Securities, then the amount or kind of securities to be 
offered for the account of the Holders and any other Persons shall be reduced 
pro rata to the extent necessary to reduce the Total Securities to the amount 
recommended by the Company Underwriter.  Notwithstanding the provisions of 
this Section 6.01, the Company shall have the right, at any time after it 
shall have given written notice pursuant to this Section 6.01 (irrespective of
whether a written request for inclusion of Registrable Securities shall have 
been made), to elect not to file any such proposed registration statement or 
to withdraw the same after the filing and prior to the effective date thereof.

Section 6.02   Effectiveness.  If necessary to permit distribution of the 
Registrable Securities, the Company shall use its best efforts to maintain the 
effectiveness for up to one (1) year of the registration pursuant to which any 
of the Registrable Securities are being offered, and from time to time will 
amend or supplement such registration statement and the  prospectus contained 
therein as and to the extent necessary to comply with the Securities Act and
any applicable state securities statute or regulation.  Notwithstanding the 
foregoing, if the  registration by the Company of the resale of Registrable 
Securities is eligible for SEC Form S-3 or any successor to such form, the 
Company shall use its best efforts to maintain the effectiveness of the  
registration until all registered Registrable Securities are sold. The Holder 
shall notify the Company promptly of the completion of the offering of its 
Registrable Securities under any such effective registration statement.

Section 6.03   Further Obligations of the Company.   Whenever, under the 
preceding Sections of this Article VI, the Company is required hereunder to 
register Registrable Securities, it agrees that it shall also do the following:

   (a)  Furnish to each selling Holder such copies of each preliminary and 
final prospectus and any other documents as such Holder may reasonably request 
to  facilitate the public offering of its Registrable Securities;

   (b)  Use its best efforts to register or qualify the Registrable 
Securities to be registered pursuant to this Article VI under the applicable 
securities or blue sky laws of such jurisdictions as any selling Holder may 
reasonably request;

   (c)   Furnish to each selling Holder:  (i) a signed counterpart of an 
opinion of counsel for the Company, dated the effective date of the 
registration statement; and (ii) a copy of any "comfort" letters signed by the 
Company's independent public accountants who have examined and reported on the 
Company's financial statements included in the registration statement, 
covering substantially the same matters as are customarily covered in opinions
of issuer's counsel and in accountants' "comfort" letters delivered to the 
underwriters in underwritten  public offerings of securities; 

   (d)  Permit each selling Holder or such Holder's counsel or other 
representatives to inspect and copy such corporate documents and records as 
may reasonably be requested by them in connection with such registration; and

   (e)  Furnish to each selling Holder, upon request, a copy of all 
documents filed and all correspondence from or to the Commission in connection 
with any such offering.

Section 6.04   Expenses.  Except for underwriters' discounts and 
brokerage commissions allocable to the Registrable Securities and for the 
costs, fees and expenses of the Holders' independent legal and financial 
advisers, the Company shall bear all costs and expenses of each registration 
contemplated in Sections 6.01 and 6.02 including, but not limited to, 
printing, legal and accounting fees and expenses, SEC and NASD filing fees and
blue sky fees and expenses in any jurisdiction in which the securities to be 
offered are to be registered or qualified.

Section 6.05   Transfer of Registration Rights.  The registration  rights 
of the Holders of Registrable Securities under this Article VI shall inure to 
the benefit of and be exercisable by any transferee of Registrable Securities.

Section 6.06   Participation Rights.

The Company will not grant to any Person (other than Siena, the Holders, 
any Affiliate thereof or any transferee of Registrable Securities under this 
Article VI) at any time on or after the date of this Agreement the right (a 
"Participation Right") to request the Company to register any securities of 
the Company under the Securities Act by reason of the exercise by any holder 
of its rights under this Article VI unless such Participation Right provides 
that such securities shall not be registered and sold at the same time if the 
managing underwriter for the offering, including the Registrable Securities, 
believes that sale of such securities would adversely affect the amount of, or
price at which, the respective Registrable Securities being registered under 
this Article VI can be sold.

Notwithstanding anything in this Article VI to the contrary, in no event 
shall this Article VI be construed as prohibiting, restricting or impairing 
the Company's ability to comply with the registration rights agreements or the 
registration rights in any Common Stock Equivalents it has: (i) entered into 
prior to the Closing Date and (ii) disclosed on the Disclosure Schedule.

VII.  TRANSFER OF WARRANTS AND WARRANT SECURITIES