Exhibit 4.3




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                        SOY ENVIRONMENTAL PRODUCTS, INC.


                            CLASS A WARRANT AGREEMENT


                            For the Issuance of Up to
                            900,000 Class A Warrants



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<PAGE>
                                                                     Exhibit 4.3


                            CLASS A WARRANT AGREEMENT

         THIS CLASS A WARRANT  AGREEMENT (the  "Agreement") is made effective as
of the 3rd day of July, 1997, among SOY ENVIRONMENTAL PRODUCTS, INC., a Delaware
corporation (the "Company"), and FOX & COMPANY INVESTMENTS, INC. (the "Placement
Agent").

                                    RECITALS:

         A.  The  Company  has  entered  into  an  agreement   (the   "Placement
Agreement")  with the Placement  Agent pursuant to which the Placement Agent has
agreed to assist  the  Company  in the  placement  of up to 15 Units,  each Unit
consisting  of one $60,000 par value  secured  note and 60,000  Class A Warrants
("Warrants"), subject to the terms of the Placement Agreement (the "Offering").

         B.  Each  Warrant  entitles  the  holder to  purchase  one share of the
Company's  Common Stock through  September 30, 2000,  subject to cancellation or
expiration of unexercised  Warrants prior to such date upon certain  events,  as
set forth below.

         C. The Company  desires to provide for the form and  provisions  of the
Warrants,  the terms upon which the Warrants shall be issued and exercised,  and
the respective  rights,  limitation of rights,  privileges and immunities of the
Company, and the registered holders of the Warrants.

         D. All acts and things  necessary to make the  Warrants,  when executed
and delivered on behalf of the Company as provided in this Agreement, the valid,
binding and legal obligations of the Company, and to authorize the execution and
delivery of this Agreement, have been done and performed.

                                   AGREEMENT:

         NOW, THEREFORE, it is hereby agreed as follows:

                                    SECTION 1
                                ISSUE OF WARRANTS

         1.1 Issuance of Definitive Warrants. On any closing under the Placement
Agreement  (the  "Warrant  Date"),  the  Company  will  issue  certificates,  in
substantially  the form attached as Exhibit A hereto  ("Warrant  Certificates"),
which are exchangeable for shares of the Company's common stock ("Common Stock")
only as provided in Article 2 hereof.  Each Warrant  evidences  the right of the
registered  holder  thereof,  subject  to the terms and  conditions  hereof,  to
subscribe for one share of Common Stock of the Company.
<PAGE>
                                                                     Exhibit 4.3


         1.2 Execution and Delivery of Warrants.  Each Warrant Certificate shall
be dated as of the Warrant  Date and shall be signed on behalf of the Company by
the facsimile or manual  signature of the President and  Secretary.  The Company
may adopt and use the facsimile or manual signature of any person who is such an
officer of the Company at the time of the execution of any Warrant  Certificate,
irrespective of the date as of which the same is executed,  or of any person now
or hereafter holding such office,  notwithstanding the fact that at the time the
Warrant  Certificate  is issued  such  person has ceased to be an officer of the
Company.  No  Warrant  shall be valid  unless  it shall  have  been  signed  and
delivered as provided in this Section 1.2.

                                    SECTION 2
                  DURATION, EXERCISE AND REDEMPTION OF WARRANTS

         2.1  Duration of  Warrants  and Terms of  Exercise.  Subject to earlier
exercise or cancellation as provided herein, each Warrant entitles the holder to
purchase one share of Common Stock or  equivalent  security of any  successor to
the  Company at a price of $1.00 per share (the  "Purchase  Price"),  subject to
adjustment as provided  herein,  for a term,  commencing on the Warrant Date and
ending September 30, 2000, (the "Exercise Period").

         2.2 Exercise of Warrants. Warrants may be exercised by surrendering, at
the office of the Company,  the Warrant  Certificate  evidencing  such Warrants,
together  with a  subscription  in the form set forth on the reverse side of the
Warrant  Certificate,  duly executed,  and  accompanied  by the tender,  in U.S.
dollars,  of either federal funds or a certified check or bank cashier's  check,
payable to the order of the  Company  for the  applicable  Purchase  Price.  The
Warrants may be exercised  from time to time and at any time during the Exercise
Period, in minimum denominations of 100 shares. As soon as practicable after any
Warrants  have been so  exercised,  the  Company  shall  cause to be issued  and
delivered  to the  holder,  or upon the order of the  registered  holder of such
Warrants,  in such name or names as may be directed by the holder, a certificate
or  certificates  for the  number of full  shares  of Common  Stock to which the
holder  is  entitled,  and if such  Warrant  Certificate  shall  not  have  been
exercised  in full, a new Warrant  Certificate  for the number of Warrants as to
which  such  Warrant  Certificate  shall not have been  exercised.  All  Warrant
Certificates so surrendered shall be delivered to and cancelled by the Company.

         2.3 Common Stock Issued Upon Exercise of Warrants. All shares of Common
Stock issued upon the  exercise of Warrants  shall be duly  authorized,  validly
issued and  outstanding,  fully-paid  and  nonassessable.  Fractional  shares of
Common Stock will not be issued upon exercise of a Warrant.  With respect to any
fraction of a share called for upon any such exercise hereof,  the Company shall
pay to the holder an amount in cash  equal to such  fraction  multiplied  by the
"Current  Market  Price Per  Share,"  which on any date shall be  determined  as
follows:
                                        2
<PAGE>
                                                                     Exhibit 4.3

                  (a) If the  Common  Stock is listed on a  national  securities
exchange or admitted to unlisted  trading  privileges on any such exchange,  the
Current  Market Price Per Share shall be the average of the daily closing prices
for the 30 consecutive trading days commencing 35 trading days before such date.
If no sale is made on any trading day,  the closing  price shall be deemed to be
the average of the closing bid and asked  prices for such day on such  exchange;
or

                  (b) If the Common  Stock is not listed or admitted to unlisted
trading privileges on any exchange,  the Current Market Price Per Share shall be
the average of the 30 consecutive reported sale price (or prices, if applicable)
or the mean of the last  reported bid and asked prices  reported by the National
Association of Securities Dealers Automated  Quotations System ("NASDAQ") or, if
not so quoted on NASDAQ, as quoted by the National Quotations Bureau,  Inc., for
the 30 consecutive trading days commencing 35 days before such date; or

                  (c) If the  Common  Stock  is not so  listed  or  admitted  to
unlisted  trading  privileges  and  prices  are not  reported  on  NASDAQ or the
National  Quotations  Bureau,  Inc., the Current Market Price Per Share shall be
the  fair  market  value  of the  Common  Stock as  determined  by the  Board of
Directors of the Company in good faith, whose determination shall be conclusive.

         2.4  Record  Date of  Shares.  Irrespective  of the date of  issue  and
delivery of  certificates  for any Common  Stock  issuable  upon the exercise of
Warrants,  each  person in whose name any such  certificate  is issued  shall be
deemed to have become the holder of record of the shares represented  thereby on
the date on which the Warrant  Certificate  surrendered  in connection  with the
subscription  therefor was  surrendered  and payment of the  Purchase  Price was
tendered.  No  surrender  of  Warrant  Certificates  on any date  when the stock
transfer  books of the  Company  are  closed,  however,  shall be  effective  to
constitute the person or persons  entitled to receive shares upon such surrender
as the record  holder of such  shares on such date,  but such  person or persons
shall be constituted the record holder or holders of such shares at the close of
business  on the next  succeeding  date on which  the stock  transfer  books are
opened.  Except as otherwise  provided in Section 3.2,  each person  holding any
shares  received  upon  exercise of Warrants  shall be entitled to receive  only
dividends or distributions  payable to holders of record on or after the date on
which such  person  shall be deemed to have  become the holder of record of such
shares.

         2.5  Cancellation  of Warrants.  On 45 days' written notice the Company
may, at the option of the Company,  cancel the Warrants if the closing bid price
as reported in the public  markets for the Common Stock equals or exceeds  $3.00
per share (the "Target Price") for 120 consecutive trading days in minimum daily
volumes of 2000 shares.  Any cancellation shall also be subject to the following
conditions:  (i) the  Company  must  give,  within 10 days  after the end of the
particular 120  consecutive  days upon which the  cancellation is based ("Notice
Date"),  a notice to each  registered  holder of Warrants  stating the Company's
intention to cancel the Warrants and setting the date of such cancellation which
shall be a date not less than 45 days
                                        3
<PAGE>
                                                                     Exhibit 4.3

following the Notice Date (the  "Cancellation  Date"); and (ii) the Company must
permit each registered  holder of any Warrants to exercise such Warrants through
the  Cancellation  Date  as  provided  in  Section  2.2  above.  Notice  of  any
cancellation  pursuant to this  Section  2.5 shall be deemed  given if mailed by
first class or certified  mail on the date  deposited in the United States Mail,
postage prepaid,  addressed to the registered holder of Warrants to be cancelled
at the  address as it appears on the books of the  Company.  Neither  failure of
delivery  of such  notice nor defect  therein or in the  mailing  thereof  shall
affect the validity of the cancellation of any Warrants hereunder.

                                    SECTION 3
                          ADJUSTMENT OF PURCHASE PRICE,
                     NUMBER OF SHARES OR NUMBER OF WARRANTS

         3.1  General.  The  Purchase  Price and the  number of shares of Common
Stock covered by each Warrant and the number of Warrants outstanding are subject
to adjustment from time to time upon the occurrence of the events  enumerated in
this Article 3.

         3.2 Stock Dividends, Stock Splits, Combinations, Reclassification, etc.
In case the  Company  shall at any time  after  the date of this  Agreement  (a)
declare a dividend on the Common Stock  payable in shares of Common  Stock,  (b)
subdivide  the  outstanding  Common  Stock into a larger  number of shares,  (c)
combine the  outstanding  Common Stock into a smaller  number of shares,  or (d)
issue any shares of its capital stock in connection with a  reclassification  of
the Common Stock  (including  any such  reclassification  in  connection  with a
consolidation or merger in which the Company is the continuing corporation), the
Purchase Price in effect at the time of the record date for such dividend or the
effective date of such subdivision, combination or reclassification,  and/or the
number   and  kind  of  shares  of  stock   issuable   on  such  date  shall  be
proportionately  adjusted so that the holder of any Warrant exercised after such
time shall be  entitled,  at no  additional  expense,  to receive the  aggregate
number and kind of shares of stock and Warrants  which, if such Warrant had been
exercised immediately prior to such date, such holder would have owned upon such
exercise and been entitled to receive by virtue of such  dividend,  subdivision,
combination or  reclassification.  Such  adjustment  shall be made  successively
whenever any event listed above shall occur.

         3.3  Distribution  of Assets.  If at any time after the date hereof the
Company  shall make any  distribution  of its assets upon or with respect to its
Common Stock, as a liquidating or partial liquidating  dividend (other than upon
a  liquidation,  dissolution  or winding up of the  Company as  provided  for in
Section 4.1, or other than as a dividend  payable out of earnings or any surplus
legally  available for  dividends  under the laws of Arizona),  each  registered
holder of any Warrant then outstanding  shall, upon the exercise of such Warrant
after the record date for such distribution or, in the absence of a record date,
after the date of such distribution, receive in addition to the shares of Common
Stock to which the holder  would  otherwise be entitled  hereunder,  such assets
(or, at the option of the Company, a sum equal to the value
                                        4
<PAGE>
                                                                     Exhibit 4.3

thereof at the time of the  distribution as determined by its Board of Directors
in its sole  discretion)  which would have been  distributed to such  registered
holder if the holder had exercised its Warrants  immediately prior to the record
date for such  distribution  or, in the  absence of a record  date,  immediately
prior to the date of such distribution.

         3.4  Consolidation,  Merger and Sale of Assets. If, prior to the end of
the Exercise  Period,  the Company shall at any time  consolidate  with or merge
into another  corporation,  the holder of any Warrant will  thereafter  receive,
upon  exercise  thereof,  in lieu of the shares of Common  Stock of the  Company
immediately theretofore issuable upon exercise of the rights then represented by
the  Warrants,  such shares of stock,  securities  or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of the
Common  Stock of the Company  equal to the number of shares of such Common Stock
immediately  theretofore  issuable  upon  exercise  of the  Warrants,  had  such
consolidation  or merger not taken place.  The Company  shall take such steps in
connection with such  consolidation or merger as may be necessary to assure that
the provisions  hereof shall  thereafter be applicable,  as nearly as reasonably
may be, in relation to any securities or property  thereafter  deliverable  upon
the exercise of the Warrants. The Company or the successor  corporation,  as the
case may be, shall  execute and deliver to the  Placement  Agent a  supplemental
agreement so providing. The provisions of this Section 3.4 shall similarly apply
to successive mergers or  consolidations.  A sale of all or substantially all of
the assets of the Company for a  consideration  (apart  from the  assumption  of
obligations) consisting primarily of securities, shall be deemed a consolidation
or merger for the foregoing purposes.

         3.5 Dividends in Convertible  Securities,  Options, Rights or Warrants.
In case the Company shall issue stock, securities,  rights, options, convertible
securities or warrants to all holders of the Common Stock entitling such holders
to subscribe for or purchase Common Stock or securities  convertible into Common
Stock,  each registered  holder of any Warrant then outstanding  shall, upon the
exercise of such Warrant after the record date for such  distribution or, in the
absence  of a record  date,  after  the date of such  distribution,  receive  in
addition to the shares of Common  Stock to which the holder  would  otherwise be
entitled  hereunder,  such  stock,  securities,   rights,  options,  convertible
securities  or warrants  which would have been  distributed  to such  registered
holder if the holder had exercised its Warrants  immediately prior to the record
date for such  distribution  or, in the  absence of a record  date,  immediately
prior to the date of such distribution.

         3.6 Form of Warrant. The form of Warrant need not be changed because of
any  change in the  Purchase  Price or the  number of shares of Common  Stock or
Warrants  issuable upon exercise of the Warrants  pursuant to this Article 3 and
Warrants  issued  after such change may state the same terms with respect to the
Purchase  Price and  number of shares  of  Common  Stock and  Warrants  issuable
thereunder  as  stated  in  the  Warrants  initially  issued  pursuant  to  this
Agreement. The Company may at any time, in its sole discretion,  make any change
in the form of Warrant that the Company may deem  appropriate  and that does not
affect the substance
                                        5
<PAGE>
                                                                     Exhibit 4.3

thereof in a manner  inconsistent  with this Agreement.  Any Warrant  thereafter
issued or countersigned,  whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form so changed.

         3.7  Dividends.  No registered  holder of any Warrant  shall,  upon the
exercise thereof, be entitled to any dividend that may have accrued or which may
previously have been paid with respect to shares of stock issuable upon exercise
of the Warrants except as specifically provided in this Section 3.

         3.8  Certification of Adjusted  Purchase Price and Number of Shares and
Warrants  Issuable.  Whenever  the  Purchase  Price and the  number of shares of
Common  Stock and  Warrants  issuable  upon the  exercise  of each  Warrant  are
adjusted as provided in this Section 3, the Company  shall (a) promptly  prepare
an Officer's  Certificate  setting forth the Purchase Price as so adjusted,  the
number of shares of Common Stock and Warrants issuable upon the exercise of each
Warrant as so adjusted  and/or the number of Warrants as so adjusted and a brief
statement of the facts  accounting for such  adjustment,  (b) promptly file with
the Placement  Agent and with each transfer agent for the Common Stock a copy of
such certificate and (c) mail a brief summary thereof to each registered  holder
of Warrants in accordance with Section 8.1. The term "Officer's  Certificate" in
this  Agreement  shall mean a  certificate  or  instrument  signed by one of the
following:  the Chief Executive Officer,  the President,  a Vice President,  the
Treasurer or the Secretary of the Company.

                                    SECTION 4
               OTHER PROVISIONS FOR PROTECTION OF WARRANT HOLDERS

         4.1  Liquidation  of the  Company.  In the  event  of the  liquidation,
dissolution or winding up of the Company, a notice thereof shall be filed by the
Company with the Placement  Agent and each  transfer  agent for the Common Stock
(if the  transfer  agent is a person  other than the  Company)  at least 30 days
before the record  date  (which  date shall be  specified  in such  notice)  for
determining  holders of the Common  Stock  entitled to receive any  distribution
upon such liquidation, dissolution or winding up. Such notice shall also specify
the date on which the right to exercise  Warrants  shall expire,  as provided in
Section  2.1. A copy of such notice  shall be  published  once in an  Authorized
Newspaper in Phoenix,  Arizona, not more than 30 nor less than 20 days from such
record  date.  Failure to give such  notice,  or any defect  therein,  shall not
affect the legality or validity of the  liquidation,  dissolution or winding up,
or of any distribution in connection therewith.  The term "Authorized Newspaper"
when used with  reference to the  publication  of a notice  provided for in this
Agreement shall mean a newspaper printed in the English language and customarily
published on each business day (whether or not  published on Saturdays,  Sundays
or legal holidays) and of general circulation.

         4.2 Reservation of Shares. The Company shall reserve and keep available
out of its  authorized  but unissued  Common Stock such number  thereof as shall
from time to time be
                                        6
<PAGE>
                                                                     Exhibit 4.3

sufficient to permit the exercise of all  outstanding  Warrants.  If at any time
the  number of  authorized  but  unissued  shares of Common  Stock  shall not be
sufficient  for such purposes,  the Company will take such  corporate  action as
may, in the opinion of its counsel be necessary to increase its  authorized  but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

         4.3 No Rights as Stockholder Conferred by Warrants.  The Warrants shall
not entitle the registered  holders thereof to any of the rights,  either at law
or in equity, of a stockholder of the Company.

         4.4 Lost,  Stolen,  Mutilated  or  Destroyed  Warrants.  If any Warrant
becomes lost stolen,  mutilated or destroyed,  the Company may, on such terms as
to indemnify or  otherwise  as may be  reasonably  required to save it harmless,
issue a new Warrant of the  denomination,  tenor and date as the Warrant so lost
stolen mutilated or destroyed. Any such new Warrant shall constitute an original
contractual obligation of the Company whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by any person.

         4.5 Enforcement of Warrant  Rights.  All rights of action in respect of
this Agreement are vested in the respective  registered holders of the Warrants.
Any  registered  holder of any  Warrant  may in its own  behalf  and for its own
benefit  enforce,  and may  institute and maintain any suit action or proceeding
against  the  Company  suitable  to  enforce,  or  otherwise  in respect of, the
holder's  right to exercise  its Warrant for the purchase of stock in the manner
provided in the Warrant and in this Agreement.

                                    SECTION 5
                            REGISTRATION OF WARRANTS
                                       AND
                                     LOCK-UP

         5.1 Shelf Registration.

                  (a) The  Company  shall  use its best  efforts  to cause to be
filed with the Securities and Exchange  Commission (the  "Commission")  no later
than  three  months  after  the  final  closing  under  the  Offering,  a  shelf
registration  statement  on  an  appropriate  form  under  Rule  415  under  the
Securities Act of 1933, as amended  ("Securities Act"), or any similar rule that
may be adopted by the Commission,  providing for the sale by the Warrant holders
of the Warrants and the Common Stock issuable upon exercise of the Warrants (the
"Registrable  Securities").  The Company shall use its best efforts to have such
shelf  registration  statement  declared  effective by the Commission as soon as
practicable  after such filing.  The Company agrees to use its  reasonable  best
efforts  to keep the shelf  registration  statement  effective  for at least two
years after its effective date (and to take any and all other actions reasonably
necessary in order to permit public resale of the Warrants covered by such shelf
registration statement in
                                        7
<PAGE>
                                                                     Exhibit 4.3

accordance  with this  Agreement)  throughout the Exercise  Period.  The Company
further  agrees,  if necessary,  to  supplement or amend the shelf  registration
statement,  if required by the rules,  regulations or instructions applicable to
the registration form used by the Company for such shelf registration  statement
or by the  Securities Act or by any other rules and  regulations  thereunder for
shelf  registration,  and the Company  agrees to furnish  notice  thereof to the
holders of the Warrants.

                  (b) The  Company  shall  pay  all  Registration  Expenses  (as
defined in Section 5.4 hereof) in connection with the  registration  pursuant to
Section 5.1.

         5.2  Conditions  Relating  to  Registration  and  Offer of  Registrable
Securities.

                  (a)  Subject  to  paragraph  (b)  of  this  Section  5.2,  the
registration rights of the holders pursuant to this Agreement and the ability to
offer  and  sell  Registrable  Securities  pursuant  to the  shelf  registration
statement  are subject to the following  conditions  and  limitations,  and each
holder agrees with the Company that:

                           (i) If the  Company  determines  in  its  good  faith
         judgment  that the  filing of the shelf  registration  statement  under
         Section  5.1  hereof or the use of any  prospectus  would  require  the
         disclosure of important  information  which the Company has a bona fide
         business  purpose for preserving as  confidential  or the disclosure of
         which would impede the  Company's  ability to  consummate a significant
         transaction,  upon written notice of such determination by the Company,
         the rights of the holders to offer,  sell or distribute  any securities
         pursuant to the shelf registration  statement or to require the Company
         to  take  action  with  respect  to the  registration  or  sale  of any
         securities pursuant to the shelf registration  statement (including any
         action contemplated by Section 5.3 hereof) will for up to sixty days in
         any  twelve  month  period be  suspended  until the date upon which the
         Company  notifies the holders in writing that suspension of such rights
         for the  grounds  set  forth in this  Section  5.2(a)(i)  is no  longer
         necessary.

                           (ii)  If all  reports  required  to be  filed  by the
         Company  pursuant to the  Securities  Exchange Act of 1934,  as amended
         ("Exchange  Act")  have not been  filed by the  required  date  without
         regard to any extension, or if consummation of any business combination
         by the Company has occurred or is probable for purposes of Rule 3-05 or
         Article 11 of  Regulation  S-X under the  Securities  Act, upon written
         notice thereof by the Company to the holders, the rights of the holders
         to offer,  sell or  distribute  any  securities  pursuant  to the shelf
         registration  statement  or to require  the Company to take action with
         respect to the  registration or sale of any securities  pursuant to the
         shelf  registration  statement  (including any action  contemplated  by
         Section  5.3  hereof)  will for up to sixty  days in any  twelve  month
         period be  suspended  until the date upon which the  Company  has filed
         such reports or obtained  the  financial  information  required by Rule
         3-05 or  Article  11 of  Regulation  S-X to be  included  in the  shelf
         registration statement.
                                        8
<PAGE>
                                                                     Exhibit 4.3

                           (iii)  In  the  case  of  the   registration  of  any
         underwritten  primary equity  offering  initiated by the Company (other
         than any  registration  by the Company on Form S-8,  or a successor  or
         substantially  similar  form, of (A) an employee  stock  option,  stock
         purchase  or  compensation  plan or of  securities  issued or  issuable
         pursuant to any such plan, or (B) a dividend  reinvestment  plan), each
         holder agrees,  if requested in writing by the managing  underwriter or
         underwriters administering such offering, not to effect any offer, sale
         or  distribution  of  securities  (or any  option  or right to  acquire
         securities)  during the period  commencing on the 10th day prior to the
         effective date of the registration statement covering such underwritten
         primary  equity  offering  and  ending  on the date  specified  by such
         managing  underwriter  in such written  request to such  holder,  which
         period may be of a duration of ninety days or more.

                           (iv)  In  the  event  that  the   Company   plans  to
         repurchase or bid for securities of the Company in the open market,  on
         a private solicited basis or otherwise, and the Company determines,  in
         its reasonable good faith judgment and based upon the advice of counsel
         to the Company (which  counsel shall be experienced in securities  laws
         matters),  that any such  repurchase  or bid may not,  under Rule 10b-6
         under the  Exchange  Act,  or any  successor  or  similar  rule  ("Rule
         10b-6"),  be  commenced  or  consummated  due to the  existence  or the
         possible  commencement of a "distribution"  (within the meaning of Rule
         10b-6) as a result of any offers or sales by holders of any Registrable
         Securities,  as the case may be, under any registration statement filed
         pursuant to this Agreement, the Company shall be entitled, for a period
         of  ninety  days or  more,  to  request  that  holders  of  Registrable
         Securities,  to suspend or postpone such distribution  pursuant to such
         registration  statement (a "10b-6  Election").  The Company  shall,  as
         promptly as practicable,  give such holder or holders written notice of
         such 10b-6 Election, stating the basis for the Company's determination.
         As promptly as practicable  following the  determination by the Company
         that  the  holders  or  holders  may  commence  or   recommence   their
         distribution pursuant to the registration statement without causing the
         Company to be in violation of Rule 10b-6,  the Company  shall give such
         holder or holders written notice of such determination.

                  (b)  Notwithstanding  the  provisions of Section 5.2(a) above,
the  aggregate  number of days  (whether or not  consecutive)  during  which the
Company  may delay the  effectiveness  of the shelf  registration  statement  or
prevent offerings,  sales or distribution by the holders thereunder  pursuant to
Section  5.2(a)  shall in no event  exceed one  hundred  eighty  days during any
12-month period.

                  (c) The Company may require each selling holder of Registrable
Securities,  as a condition to the  inclusion of the  Registrable  Securities of
such  selling  holder in the shelf  registration  statement  or in any  offering
thereunder,  as the case may be, to  furnish  to the  Company  such  information
regarding the holder and the  distribution of such securities as the Company may
from time to time  reasonably  request  (which  request  shall be  confirmed  in
writing
                                        9
<PAGE>
                                                                     Exhibit 4.3

if  requested by the  Company) in order to comply with  applicable  law and such
other   information  as  may  be  legally   required  in  connection  with  such
registration or offering, and the holder shall promptly provide such information
and a written consent to the inclusion of such  information in the  registration
statement or any prospectus or supplement thereto;  provided that the failure of
any holder to  provide  such  information  to the  Company  shall not in any way
affect  the  obligations  of the  Company  hereunder  with  respect to any other
holder.

         5.3 Shelf Registration  Procedures.  In connection with the obligations
of the Company  with  respect to the shelf  registration  statement  pursuant to
Section 5.1(a) hereof and, to the extent applicable,  Section 5.1(b) hereof, and
subject to Section 5.2 hereof, the Company shall:

                  (a)  (i)  prepare  and  file  with  the   Commission  a  shelf
registration  statement on the  appropriate  form under the Securities  Act, (A)
which form shall be selected by the Company and shall be available  for the sale
of the Registrable  Securities in accordance with the intended method or methods
of distribution by the selling holders thereof  (provided that the Company shall
not be required to use any form other than Form S-1,  S-2,  S-3, SB-1 or SB-2 as
applicable or any successor form and shall not be required to file more than one
shelf   registration   statement  with  the  Commission)  and  (B)  which  shelf
registration statement shall comply as to form in all material respects with the
requirements  of the applicable form and include or incorporate by reference all
financial   statements   required  by  the  Commission  to  be  so  included  or
incorporated  by reference,  further  provided that subject to the  registration
statement  and  prospectus  being in  compliance  with the  requirements  of the
Securities Act and the Exchange Act (including all rules and  regulations of the
Commission  thereunder),  the Company has the sole  discretion  to determine the
form,  substance and presentation of any financial or other information included
in any registration statement or prospectus, and whether such information should
be included in such registration statement or prospectus;  and (ii) use its best
efforts to cause such  shelf  registration  statement  to become  effective  and
remain effective in accordance with Section 5.1 hereof;

                  (b) prepare and file with the Commission  such  amendments and
post-effective  amendments  to  the  shelf  registration  statement  as  may  be
necessary to keep such shelf registration statement effective for the applicable
period; and cause each prospectus to be supplemented by any required  prospectus
supplement,  and as so  supplemented  to be filed pursuant to Rule 424 under the
Securities Act;

                  (c) in the event that any federal law or regulation binding on
the  Company and  adopted  after the date hereof so requires  (and would also so
require if the Registrable  Securities were being offered in a primary  offering
by the Company  rather than by the holders),  use its best efforts to cause such
Registrable  Securities to be registered  with or approved by such other federal
governmental  agencies or authorities  in the United  States,  if any, as may be
required by virtue of the business and  operations  of the Company to enable the
selling holders to consummate the disposition of such Registrable Securities;
                                       10
<PAGE>
                                                                     Exhibit 4.3

                  (d) furnish to each holder of  Registrable  Securities  and to
each managing underwriter of an underwritten offering of Registrable  Securities
pursuant to Section 4(1) of the Securities Act, if any, without charge,  as many
copies  of each  prospectus,  including  each  preliminary  prospectus,  and any
amendment or supplement  thereto as such holder or  underwriter  may  reasonably
request,  in order to  facilitate  the public sale or other  disposition  of the
Registrable Securities;

                  (e)  use  its  best   efforts  to   register  or  qualify  the
Registrable  Securities under all applicable state securities or "blue sky" laws
of such  jurisdictions  as any holder of  Registrable  Securities  of such class
covered by the shelf  registration  statement  shall,  on 20 days prior  written
notice,  reasonably request in writing. Such notice to be sent at any time prior
to  the  applicable  registration  statement  being  declared  effective  by the
Commission.  The Company shall maintain such  registration or  qualification  in
effect during the applicable period provided in Section 5.1(a) hereof; provided,
however,  that the Company shall not be required to (i) qualify  generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for  this  Section  5(e);  (ii)  subject  itself  to  taxation  in any  such
jurisdiction;  (iii) make any change to its Articles or Incorporation or Bylaws;
or (iv) become subject to general service of process in any  jurisdiction  where
it is not then so subject;

                  (f) notify each holder of  Registrable  Securities as promptly
as  practicable  after  becoming  aware  thereof and (if  requested  by any such
holder) confirm such notice in writing (i) when the shelf registration statement
has become  effective and when any  post-effective  amendments  and  supplements
thereto  become  effective;  (ii) of any request by the  Commission or any state
securities  authority for amendments and  supplements to the shelf  registration
statement  and any  prospectus  or for  additional  information  relating to the
Registrable  Securities or the shelf registration or qualification thereof after
the registration  statement has become  effective;  (iii) of the issuance by the
Commission or any state  securities  authority of any stop order  suspending the
effectiveness  of the shelf  registration  statement  or the  initiation  of any
proceedings for that purpose;  (iv) if the representations and warranties of the
Company contained in any underwriting  agreement,  securities sales agreement or
other similar agreement, if any, relating to the Registrable Securities cease to
be true and correct in any material  respect prior to the closing date specified
in such agreement (provided such notice shall be given only to holders which are
parties to the agreements pursuant to which such  representations and warranties
are made),  or if the Company  receives  any  notification  with  respect to the
suspension of the  qualification  of the Registrable  Securities for sale in any
jurisdiction  or the initiation of any  proceeding for such purpose;  and (v) of
the happening of any event during the period (other than any  suspension  period
referred to in Section 5.2(a)) during which the shelf registration  statement is
required  hereunder to be effective as a result of which the shelf  registration
statement or any prospectus  would contain an untrue  statement of material fact
or omit to state a  material  fact  necessary  in  order to make the  statements
therein, in light of the circumstances in which they were made, not misleading;
                                       11
<PAGE>
                                                                     Exhibit 4.3

                  (g) use its best efforts to obtain the withdrawal of any order
suspending  the  effectiveness  of  the  shelf  registration  statement  or  the
qualification  of the  Registrable  Securities for sale in any  jurisdiction  as
promptly as practicable;

                  (h) furnish to each holder of Registrable Securities,  without
charge, at least one conformed copy of the shelf registration  statement and any
post-effective  amendment  thereto (without  documents  incorporated  therein by
reference or exhibits thereto, unless requested in writing);

                  (i) cooperate  with the holders of  Registrable  Securities to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities to be sold pursuant to the shelf registration  statement
and not bearing any restrictive legends; and enable such Registrable  Securities
to be in such  denominations and registered in such names as the selling holders
may reasonably  request (in each case,  provided such certificates are requested
in writing at least three business days prior to any delivery thereof);

                  (j) upon the occurrence of any event  contemplated  by Section
5.3(f)(v) hereof, use its best efforts as promptly as practicable to prepare and
file with the Commission a supplement or  post-effective  amendment to the shelf
registration  statement or the related  prospectus or any document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities,  such prospectus will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading;

                  (k)  otherwise  use  its  best  efforts  to  comply  with  all
applicable  rules and regulations of the  Commission,  and make available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering  a period  of 12  months,  beginning  within  three  months  after  the
effective date of the shelf  registration  statement,  which earnings  statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act;

                  (l)  use  its  best  efforts  to  (i)  cause  all  Registrable
Securities to be listed or quoted on any securities exchange or quotation system
on which the Company's outstanding Common Stock is then listed or quoted; and

                  (m) obtain a CUSIP number for all  Registrable  Securities not
later than the effective date of the shelf registration statement.

Each  holder  agrees  that,  upon  receipt of any notice from the Company of the
happening of any event of the kind described in Section 5.3(f)(v)  hereof,  such
holder will forthwith discontinue disposition of Registrable Securities pursuant
to the Registration Statement covering such
                                       12
<PAGE>
                                                                     Exhibit 4.3

Registrable  Securities  until  such  holder's  receipt  of  the  copies  of the
supplemented or amended  prospectus  contemplated  by Section 5.3(j) hereof,  or
until it is advised in writing by the  Company  that the use of such  prospectus
may be resumed and, if so directed by the  Company,  such holder will deliver to
the Company (at the Company's  expense) all copies,  other than  permanent  file
copies  then  in such  holder's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice;  provided,
however,  that the Company  shall use its best  efforts to promptly  prepare and
provide to the holders a supplemented or amended prospectus contemplated by such
Section 5.3(j) hereof. In the event the Company shall give any such notice,  the
period during which such  Registration  Statement shall be maintained  effective
shall be extended by the number of days during the period from and including the
date of the  giving of such  notice  pursuant  to  Section  5.3(f)(v)  hereof to
including the date when each holder of  Registrable  Securities  covered by such
Registration  Statement  shall have received the copies of the  supplemented  or
amended prospectus contemplated by Section 5.3(j) hereof.

         5.4 Registration Expenses.

                  (a) The Company will bear all reasonable  expenses incident to
the  performance of or compliance  with its  obligations  under this  Agreement,
including,  without limitations,  all registration and filing fees, all fees and
expenses of compliance with  securities or blue sky laws  (including  reasonable
fees  and  disbursements  of one  firm  of  counsel  for  the  holders  and  any
underwriters  in  connection  with blue sky  qualifications  of the  Registrable
Securities),  printing  expenses,  messenger  and  delivery  expenses,  internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of the
officers and employees of the Company  performing  legal or accounting  duties),
and  reasonable  fees  and  disbursement  of  counsel  for the  Company  and its
independent  certified public accountants  (including the reasonable expenses of
any  special  audit  or  comfort  letters   required  by  or  incident  to  such
performance),  securities  acts  liability  insurance (if the company  elects to
obtain such insurance),  the reasonable fees and expenses of any special experts
retained by the Company in connection  with such  registration,  reasonable fees
and  expenses  of any other  persons  retained  by the  Company and the fees and
expenses  associated with any required  filing with the National  Association of
Securities  Dealers,  Inc.  ("NASD")  (all such  expenses  being  herein  called
"Registration  Expenses").  Notwithstanding  the  foregoing,  the Company is not
required to pay any fees or expenses of holders,  underwriters,  the holder's or
any underwriter's counsel (other than the blue sky counsel referred to above) or
accountant or any other advisers,  including any transfer  taxes,  underwriting,
brokerage  and other  discounts  and  commissions  and finders' and similar fees
payable in the respect of Registrable Securities.

                  (b) Each holder shall pay all costs and  expenses  incurred by
such holder  (including all transfer  taxes,  underwriting,  brokerage and other
discounts and commissions and
                                       13
<PAGE>
                                                                     Exhibit 4.3

finders' and similar fees payable in respect of Registrable Securities).  To the
extent  that any  Registration  Expenses  are  incurred,  assumed or paid by any
holder or any placement or sales agent therefor or underwriter  thereof with the
Company's prior written consent, the Company shall reimburse such person for the
full amount of the Registration  Expenses so incurred,  assumed or paid within a
reasonable time after receipt of a written request  therefor.  Any  Registration
Expenses submitted by any holder,  placement or sales agent or underwriter or on
behalf of any such person for payment by the Company shall be itemized in detail
and  contain  clear  and  accurate  receipts  of all  expenditures  made by such
parties.

         5.5 Indemnification; Contribution.

                  (a) The Company  agrees to indemnify  and hold  harmless  each
holder and each  "person," if any,  that controls such holder within the meaning
of Section 15 of the  Securities  Act for,  from and  against  any and all loss,
liability,  claim, damage and expense (including  attorneys' fees) to the extent
resulting from any untrue  statement or alleged  untrue  statement of a material
fact  contained  in any  Registration  Statement  pursuant to which  Registrable
Securities were registered under the Securities Act (or any amendment  thereto),
including all documents incorporated therein by reference,  or from the omission
or alleged  omission  therefrom of a material fact required to be stated therein
or necessary to make the statement  therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
prospectus  (or any  amendment or supplement  thereto),  including all documents
incorporated therein by reference, or the omission or alleged omission therefrom
of a material fact  necessary in order to make the  statements  therein,  in the
light of the  circumstances  under which they were made, not misleading,  except
insofar as any such misstatement or omission or alleged misstatement or omission
is made therein in reliance upon and in conformity with information furnished to
the  Company  by such  holder in  writing  expressly  for use in a  Registration
Statement  (or any  amendment  thereto) or any  prospectus  (or any amendment or
supplement  thereto)  relating to the  Registrable  Securities.  As used in this
Section  5.5(a),  the term "holder"  shall  include its officers,  directors and
agents.

                  (b) Each holder  agrees to  indemnify  and hold  harmless  the
Company,  its directors and officers and each "person," if any, who controls the
Company  within the  meaning of  Section  15 of the  Securities  Act to the same
extent as the foregoing indemnity from the Company to such holder, but only with
respect to  information  furnished in writing by such holder or on such holder's
behalf  expressly  for  use in any  Registration  Statement  (or  any  amendment
thereto) or any prospectus (or any amendment or supplement  thereto) relating to
the Registrable  Securities,  or any amendment or supplement  thereto;  provided
that the  obligations  or any  holder to  indemnify  the  Company  and the other
persons  referred  to above  shall be limited to the  proceeds  received by such
holder  from  the  sale  of  such  Registrable   Securities   pursuant  to  such
Registration Statement.
                                       14
<PAGE>
                                                                     Exhibit 4.3

                  (c) If any action or proceeding  (including  any  governmental
investigation)  shall be brought or  asserted  against  any person  entitled  to
indemnification  hereunder,  the  indemnified  party shall give  prompt  written
notice to the indemnifying  party,  and the indemnifying  party shall assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
the  indemnified  party,  and  shall  assume  the  payment  of all  expenses  in
connection with such defense. The indemnified party or any controlling person of
such  indemnified  party shall have the right to employ separate  counsel in any
such action and to participate in the defense thereof, but the fees and expenses
of such  counsel  shall  be at the  expense  of the  indemnified  party  or such
controlling  person unless (i) the  indemnifying  party shall have agreed to pay
such fees and  expenses;  or (ii) the  indemnifying  party  shall have failed to
assume  the  defense  for  such  action  or  proceeding  and to  employ  counsel
reasonably  satisfactory  to  the  indemnified  party  in  any  such  action  or
proceeding;  or (iii)  the  named  parties  to any  such  action  or  proceeding
(including any impleaded  parties)  include both the  indemnified  party or such
controlling  person and the indemnifying  party,  and such indemnified  party or
such controlling person shall have been advised by counsel that counsel employed
by the indemnifying party would, under applicable professional standards, have a
conflict in representing  both the indemnifying  party and the indemnified party
or such controlling  person,  in which case, if such indemnified  person or such
controlling  person notifies the indemnifying party in writing that it elects to
employ  separate  counsel  at  the  expense  of  the  indemnifying   party,  the
indemnifying party shall not have the right to assume the defense of such action
or  proceeding  of  separate  but  substantially  similar or related  actions or
proceedings in the same jurisdiction arising out of the same general allegations
or  circumstances,  and shall not be liable for the reasonable fees and expenses
of more than one separate firm of attorneys  (together  with  appropriate  local
counsel) at any time for such indemnified  party and such  controlling  persons,
which firm shall be designated,  if the holders (or their  controlling  persons)
are the  indemnified  parties,  in writing by the  holders of a majority  of the
outstanding  Registrable  Securities  owned by holders who are then  entitled to
such  indemnity in connection  with such action or proceeding and if the Company
is the  indemnified  party,  by the  Company.  No party  shall be liable for any
settlement of any such action or proceeding effected without its written consent
(which  consent  shall not be  unreasonably  withheld),  but if settled with its
written  consent,  or if there is a final judgment for the plaintiff in any such
action or  proceeding,  the  indemnifying  party  agrees to  indemnify  and hold
harmless such indemnified party and such controlling person from and against any
loss or liability (to the extent  stated above) by reason of such  settlement or
judgment.

                  (d) (i) If the  indemnification  provided  for in this Section
5.5 is unavailable to an indemnified  party  hereunder in respect of any losses,
claims, damages,  liabilities or expenses, then each such indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party as a  result  of such  losses,  claims,
damages,  liabilities  and  expenses in such  proportion  as is  appropriate  to
reflect the relative fault of the indemnified  party and the indemnifying  party
in connection  with the  statements or omissions  which resulted in such losses,
claims,  damages,  liabilities  or  expenses,  as  well  as any  other  relevant
equitable considerations. The relative fault of the indemnified party
                                       15
<PAGE>
                                                                     Exhibit 4.3

and the  indemnifying  party shall be  determined  by reference  to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by such party, and the parties' relative intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

                           (ii) The  parties  hereto  agree that it would not be
just  and  equitable  if  contribution  pursuant  to this  Section  5.5(d)  were
determined by pro rata  allocation  or by any other method of  allocation  which
does  not  take  account  of the  equitable  considerations  referred  to in the
immediately  preceding  paragraph.  The amount paid or payable by an indemnified
party as a result of the losses,  claims,  damages,  expenses,  liabilities,  or
judgements referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section  5.5(d),  no holder shall be required to contribute any amount in excess
of the amount by which the total price at which the  Registrable  Securities  of
such  selling  holder were offered to the public  pursuant to such  Registration
Statement  exceeds  the  amount of any  damages  which such  selling  holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission or alleged omission.  No person found guilty by a court of
competent  jurisdiction of fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
person who was not found  guilty by a court of  competent  jurisdiction  of such
fraudulent misrepresentation.

                  (e)  Neither  the  Company  nor the  holders  shall  have  any
obligation under this Agreement (other than as set forth in this Section 5.5) to
provide the other with indemnification or contribution in respect of any losses,
claims,  damages,  liabilities  or  expenses  referred to in this  Section  5.5;
provided,  however, that the provisions of this Section 5.5 shall not relieve an
indemnifying  party from  liability  which it may have to an  indemnified  party
other than with respect to the matters referred to in this Section 5.5.

         5.6 Commission Filings.

                  The Company  covenants that it will file the reports  required
to be filed by it under the Exchange Act and the rules and  regulations  adopted
by the  Commission  thereunder  in a timely  manner as  determined by applicable
rules and  interpretations  under the Exchange Act. Upon the written  request of
any holder of Registrable Securities,  the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.

         5.7 Lock-up Agreement.  Prior to the registration  statement related to
the   Registerable   Securities  being  declared   effective,   the  holders  of
Registerable  Securities shall not offer, sell dispose of, transfer or otherwise
reduce  market risk with respect to such  Registerable  Securities,  without the
prior  consent of the Company and except for any  transfer by  operation of law.
The
                                       16
<PAGE>
                                                                     Exhibit 4.3

foregoing  notwithstanding,  the percentage of Registerable  Securities shall be
released from the above restrictions at the time periods as follows:

                      Time                    Cumulative Percentage Transferable
                      ----                    ----------------------------------

         Effective Date of Registration                     25%

         Three Months After Effective Date                  50%

         Six Months After Effective Date                    75%

         Nine Months After Effective Date                  100%

The  above  percentages  apply  to all  securities  of  holder  acquired  in the
Offering.  The  Company  shall  place  appropriate  legends on the  certificates
representing  the  Registerable  Securities and  instructions  with its transfer
agent specifying that the Registerable Securities are subject to the restriction
on transfer as set forth above.

                                    SECTION 6
                       TRANSFER AND OWNERSHIP OF WARRANTS

         6.1  Negotiability  and Ownership.  Warrants issued  hereunder shall be
registered  and  transferable  only by  transfer  on the  books of the  Company.
Presentations may be made and notices and demands may be served at the office of
the Company.

         6.2 Warrant Register.  The Company shall cause to be kept a register or
registers in which,  subject to such  reasonable  regulations as the Company may
prescribe,  the Company shall register  transfer of Warrants as herein provided.
Upon surrender for transfer of any Warrant, the Company shall sign, authenticate
and  deliver  in the  name  of  the  transferee  or  transferees  a new  Warrant
Certificate for a like amount of Warrants.

         6.3  Exchange of  Warrants.  On and after the Warrant Date and prior to
the end of the Exercise Period,  Warrant  Certificates may be surrendered at the
office of the Company for exchange,  and, upon cancellation thereof, there shall
be  issued  and  delivered  in  exchange  therefor,  one  or  more  new  Warrant
Certificates,  as requested by the  registered  holder of the cancelled  Warrant
Certificate,  for the same aggregate  number of shares of Warrants  evidenced by
the Warrant  Certificate so cancelled.  In case of any exchange pursuant to this
Section 6 or a transfer of a Warrant Certificate,  the Company may make a charge
for  reimbursement of any stamp or other tax or governmental  charge required to
be paid in  connection  therewith,  but no  other  charge  shall  be made to the
Warrant  holder for any transfer or issue of new Warrant  Certificate in case of
any such exchange.
                                       17

<PAGE>
                                                                     Exhibit 4.3

         6.4 Restrictions on Transferability.

                  (a) The Warrants and the Common Stock  issuable  upon exercise
of a Warrant (the "Exercise  Shares") shall not be transferable  except upon the
conditions  hereinafter  specified,  which  conditions  are  intended  to ensure
compliance  with the provisions of the  Securities Act and any applicable  state
securities  laws,  in respect of the  transfer of any Warrant or of any Exercise
Shares.

                  (b) Each  Warrant  Certificate  initially  issued  under  this
Agreement and each Warrant Certificate issued in exchange therefor shall bear on
the face thereof a legend substantially as follows:

         THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
         HEREOF HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933,
         AS  AMENDED,  AND MAY BE  OFFERED  OR SOLD  ONLY  IF  REGISTERED  UNDER
         APPLICABLE  SECURITIES LAWS OR IF AN EXEMPTION  THEREFROM IS AVAILABLE.
         THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
         HEREOF  ARE  TRANSFERABLE  ONLY UPON THE  CONDITIONS  SPECIFIED  IN THE
         WARRANT  AGREEMENT  REFERRED TO HEREIN. A COPY OF THE WARRANT AGREEMENT
         WILL BE PROVIDED TO THE  REGISTERED  HOLDER THEREOF UPON REQUEST TO THE
         COMPANY.

                  (c) Each certificate for Exercise Shares initially issued upon
the exercise of any Warrant and each  certificate  for shares of Exercise Shares
issued to a subsequent  transferee of such certificate  shall,  unless otherwise
permitted by the provisions of Section 6.4(d), bear on the fact thereof a legend
substantially as follows:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY BE OFFERED
         OR SOLD ONLY IF REGISTERED UNDER APPLICABLE  SECURITIES LAW OR PURSUANT
         TO AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY STATING THAT SUCH
         REGISTRATION IS NOT REQUIRED. THE TRANSFER OF SUCH SHARES IS SUBJECT TO
         CERTAIN  CONDITIONS.  THE  PROVISIONS  OF WHICH WILL BE PROVIDED TO THE
         REGISTERED  HOLDER HEREOF UPON REQUEST BY THE COMPANY,  AND NO TRANSFER
         OF SUCH SHARES SHALL BE VALID OR EFFECTIVE  UNTIL SUCH  CONDITIONS HAVE
         BEEN FULFILLED.

                  (d) In the event that a  registration  statement  covering any
Warrant or Exercise  Shares shall become  effective under the Securities Act and
under any  applicable  state  securities  laws or in the event that the  Company
shall receive an opinion of its counsel that, in the opinion
                                       18
<PAGE>
                                                                     Exhibit 4.3

or such counsel, such legend is not, or is no longer, necessary or required with
respect  to  such  shares  (including,   without  limitation,   because  of  the
availability  of the  exemption  afforded by Rule 144 of the  general  rules and
regulations of the Commission), the Company shall or shall instruct its transfer
agents and  registrars to, remove such legend from the  certificates  evidencing
such Warrant or Exercise Shares or issue new certificates without such legend in
lieu thereof. Upon the written request of the holder of any Warrants or Exercise
Shares,  the Company  covenants  and agrees  forthwith to request its counsel to
render an opinion with respect to the matters  covered by this  paragraph and to
bear all expenses in connection with such opinion of its counsel.

                  (e) The holder of each  Warrant  or any  Exercise  Shares,  by
acceptance  thereof,  agrees to give prior written notice to the Company of such
holders  intention  to transfer  such  Warrant or such  Exercise  Shares (or any
portion  thereof),  describing  briefly  the  manner  and  circumstances  of the
proposed  transfer,  together  with an opinion of counsel to the effect that the
proposed  transfer may be effected without  registration or qualification  under
any federal or state law. Unless the Company shall have received an opinion from
counsel to the Company  (which opinion shall be obtained by the Company not more
than ten days after notice of a proposed  transfer)  that the proposed  transfer
may not be effected without registration or qualification under federal or state
law,  such holder shall be entitled to transfer  such  Warrant or such  Exercise
Shares,  all in accordance with the terms of the notice delivered by such holder
to the Company.  All fees and expenses of counsel for the Company in  connection
with the rendition or the opinion  provided for in this Section  6.4(e) shall be
paid by the Company.

                  (f) If in the opinion of either counsel referred to in Section
6.4(e) a proposed  transfer of a Warrant or  Exercise  Shares  requested  by the
holder thereof may not be effected without  registration or qualification  under
applicable  federal or state law, the Company shall promptly give written notice
to the holder who  proposed to transfer  the Warrant or Exercise  Shares (or any
portion thereof) that the holder shall not consummate the proposed  transfer and
the reasons therefor. No Warrant or Exercise Shares (or any portion thereof) for
which a transfer has been proposed pursuant to Section 6.4(e) may be transferred
in the manner proposed if registration thereof under the Securities Act would be
required in the opinion of either counsel mentioned above.

         6.5   Agreement  of  Warrant   Holders.   Every  holder  of  a  Warrant
Certificate,  by  accepting  the same,  consents and agrees with the Company and
with all other Warrant holders that: (a) the Warrants are transferrable  only as
permitted by Section 6.01 above; (b) the Warrants are  transferable  only on the
registry books of the Company as herein  provided;  and (c) the Company may deem
and treat the person in whose name the Warrant  Certificate is registered as the
absolute  owner thereof and of the Warrants  evidenced  thereby for all purposes
whatsoever, and the Company shall not be affected by any notice to the contrary,
whether such notice be in the form of notations on the Warrant  Certificates  or
otherwise.
                                       19
<PAGE>
                                                                     Exhibit 4.3

                                    SECTION 7
                                  MODIFICATION

         7.1  Modification of Agreement.  The Placement  Agent may,  without the
consent or concurrence of the registered holders of the Warrants by supplemental
agreement  or  otherwise,  concur  with the  Company  in making  any  changes or
corrections  in these presents as to which it shall have been advised by counsel
(who may but need not also be  counsel  for the  Company)  that the same are not
prejudicial  to the rights of the Warrant  holders as  indicated  by the general
sense or intent of the  original  language  and are  required for the purpose of
curing or correcting the inconsistent  provision or clerical omission or mistake
or manifest  error  herein  contained  or as  otherwise  provided in Section 7.2
below.

         7.2 Consolidation of Warrant Classes.

                  (a) At any time and from time to time after the final  Warrant
Date, the Company may  consolidate the Warrants with any other class of warrants
of the  Company  outstanding  provided  at the  time of such  consolidation  the
rights,  limitation  of rights,  privileges  and  immunities  of the  holders of
Warrants  as set  forth  in this  Agreement  are  not  altered  and the  rights,
limitations  of rights,  privileges  and  immunities  of the class or classes of
Warrants which the Warrants may be consolidated with are  substantially  similar
to the rights, limitations or rights, privileges and immunities of the Warrants.

                  (b) Upon determination by the Company to consolidate any other
class of  Warrants  and as provided in Section  7.2(a),  the Company  shall give
notice  thereof to the  Placement  Agent and  provide the  modification  to this
Agreement as necessary to effectuate the  consolidation  and the Placement Agent
may enter into and  execute  such  agreements  to so modify  this  Agreement  as
provided in Section 7.1 above.

                                    SECTION 8
                      CERTAIN DEFINITIONS AND OTHER MATTERS

         8.1 Notice of Proposed  Actions.  In case the Company shall propose (a)
to pay  any  dividend  payable  in  stock  of any  class  or to make  any  other
distribution to the holders of its Common Stock (other than a cash dividend), or
(b) to offer to the holders of its Common  Stock rights or warrants to subscribe
for or to purchase any additional  shares of Common Stock,  or (c) to effect any
stock  dividend,  stock split,  combination  or  reclassification  of its Common
Stock, or (d) to effect any  distribution  of assets or capital  reorganization,
merger,  consolidation  or  sale,  transfer  or  other  disposition  of  all  or
substantially  all of its assets or business,  or (e) to effect the liquidation,
dissolution or winding-up of the Company, or (f) to effect any other transaction
which would, upon consummation,  result in a change in the Purchase Price of the
Warrants or the number of shares of Common Stock  issuable  upon exercise of the
Warrants
                                       20
<PAGE>
                                                                     Exhibit 4.3

pursuant  to  Sections 2 and 3 hereof,  the  Company  shall give  notice to each
holder of a Warrant in  accordance  with Section 8.02 of such  proposed  action,
which shall  specify  the date on which a record is to be taken for  purposes of
such  proposed  transaction.  Such notice  shall be given not later than 15 days
prior to the  record  date for  determining  the  holders  of  Common  Stock for
purposes  of such action or, if no record  date is  required,  not later than 15
days prior to the date of the taking of such proposed action.

         8.2 Notices.  Any notice or demand  authorized by this  Agreement to be
given or made by the Placement Agent or by the holder of any Warrant Certificate
to or upon the  Company  shall be sent by first  class  mail,  postage  prepaid,
addressed (until another address or notice of address change is filed in writing
by the Company with the  Placement  Agent) and received by the noticed  party as
follows:

                  Soy Environmental Products, Inc.
                  8855 Black Canyon Freeway
                  Suite 2000
                  Phoenix, Arizona 85021
                  Facsimile:  (602) 997-5658

Any notice or demand  authorized  by this  Agreement  to be given or made by the
Company or by the holder of any Warrant Certificate to or on the Placement Agent
shall be deemed  given or made if sent by first  class  mail,  postage  prepaid,
addressed (until another address is filed in writing by the Placement Agent with
the Company) and received by the noticed party as follows:

                  Fox & Company Investment, Inc.
                  6232 North 32nd Street
                  Phoenix, Arizona  85018
                  Facsimile:  (602) 224-2499

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Company or the Placement Agent to the holder of any Warrant Certificate shall be
deemed  given or made if sent first class mail,  postage  prepaid,  addressed to
such holder at the address of such holder as shown on the registry  books of the
Company.

         8.3 Payment of Taxes.  The Company will from time to time  promptly pay
or make  provision  for the payment of any and all taxes and  charges  which may
hereafter  be imposed  by the laws of the  United  States or of any state or any
local  governmental  unit thereof and which shall be payable with respect to the
issuance  or  delivery  to or upon the order of the  registered  holders  of the
Warrants  (upon the exercise of the right to  subscribe)  of Common Stock of the
Company  pursuant to the terms of such Warrants and of this  Agreement,  but the
Company  shall not be  obligated  to pay any  transfer  taxes in  respect of the
Warrants or such shares.

         8.4 Applicable  Law. The validity,  interpretation  and  performance of
this  Agreement  and the validity and  interpretation  of the Warrants  shall be
governed by the laws of the State of Arizona.
                                       21
<PAGE>
                                                                     Exhibit 4.3

         8.5 Copies of Agreement.  A copy of this Agreement shall be provided to
any  registered  holder of a Warrant or  Exercise  Shares upon  written  request
thereof to the Company.  A copy of this Agreement shall also be available at all
reasonable  times at the office of the Company for examination by the registered
holder of any Warrant.  Any such registered holder may be required to submit his
Warrant for inspection before being entitled to receive a copy of this Agreement
or to make such examination.

         IN WITNESS  WHEREOF,  this  Agreement  shall been duly  executed by the
parties  hereto under their  respective  corporate  seals,  as of the date first
above written.


                                  SOY ENVIRONMENTAL PRODUCTS, INC.
                                  a Delaware corporation

                                  By       /s/ Sean F. Lee
                                    --------------------------------------------
                                    Sean F. Lee, Chief Executive Officer


                                  FOX & COMPANY INVESTMENTS, INC.,
                                  an Arizona corporation

                                  By       /s/ Thomas A. Cifelli
                                    --------------------------------------------
                                    Thomas A. Cifelli, Executive Vice President
                                       22
<PAGE>
                                                                     Exhibit 4.3

                                    EXHIBIT A

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
BE OFFERED OR SOLD ONLY IF REGISTERED UNDER APPLICABLE  SECURITIES LAWS OR IF AN
EXEMPTION  THEREFROM IS  AVAILABLE.  THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE  UPON  EXERCISE  HEREOF  ARE  TRANSFERABLE  ONLY  UPON  THE  CONDITIONS
SPECIFIED  IN THE WARRANT  AGREEMENT  REFERRED TO HEREIN.  A COPY OF THE WARRANT
AGREEMENT WILL BE PROVIDED TO THE REGISTERED  HOLDER THEREOF UPON REQUEST TO THE
COMPANY.

                        SOY ENVIRONMENTAL PRODUCTS, INC.

                           CLASS A WARRANT CERTIFICATE


No. AW-__                                                   Warrants to Purchase
                                                               __________ Shares

         THIS IS TO CERTIFY that,  _______________________________ or registered
assigns,  is the registered  holder ("Holder") of the number of Class A Warrants
("Warrants")  set forth  above,  each of which  entitles the holder to purchase,
subject to the terms and  conditions set forth in the Warrant  Agreement,  dated
__________________,  1997 (the  "Warrant  Agreement"),  and as  hereinafter  set
forth,  fully  paid and  non-assessable  shares  of the  common  stock  ("Common
Stock"),  of Soy  Environmental  Products,  Inc.,  a Delaware  corporation  (the
"Company"),  or equivalent security of any successor thereto at a purchase price
of $1.00,  as  adjusted,  for a term  commencing  on the date  hereof and ending
September 30, 2000, and to receive one or more certificates for the Common Stock
or  equivalent  securities  so  purchased,  upon  satisfaction  of one  or  more
conditions  precedent  set forth herein and  presentation  and  surrender to the
Company at 8855 Black Canyon  Freeway,  Suite 2000,  Phoenix,  Arizona 85021, or
such other place as specified by the Company with the form of subscription  duly
executed,  and  accompanied  by  payment  of the  purchase  price of each  share
purchased,  in  U.S.  dollars,  either  in cash or by  certified  check  or bank
cashier's  check,  payable  to the  order of the  Company.  Notwithstanding  the
foregoing,  the Warrants may, upon certain  events,  expire or be cancelled on a
date  prior to  September  30,  2000,  as set  forth in the  Warrant  Agreement.
Warrants are  exercisable  in minimum  denominations  of 100 shares.  Fractional
shares of the Company's Common Stock will not be issued upon the exercise of the
Warrants.

         The  Company  covenants  and  agrees  that all  shares of Common  Stock
delivered upon the exercise of these Warrants will, upon delivery, be fully paid
and non-assessable. The Warrants 
                                      A-1
<PAGE>
                                                                     Exhibit 4.3

shall not be exercisable in any  jurisdiction  where exercise would be unlawful.
The  Company  will  use its best  efforts  to  qualify  the  shares  that may be
purchased  upon exercise of these Warrants for sale in all  jurisdictions  where
holders of the Warrants  reside.  However,  the Company shall not be required to
honor the exercise of the Warrants if, in the opinion of the Board of Directors,
upon advice of counsel,  the sale of  securities  upon  exercise of the Warrants
would be unlawful.

         The  number  of  shares of Common  Stock,  or other  equivalent  equity
security,  issuable upon the exercise of these  Warrants and the purchase  price
shall be subject to  adjustment  from time to time,  in certain  events,  as set
forth in the Warrant  Agreement,  including  certain sales of additional  stock,
stock options,  convertible securities,  distribution of stock dividends,  stock
splits, reclassifications or mergers.

         The Company agrees at all times to reserve or hold available,  or cause
to reserve or hold available, a sufficient number or shares of its Common Stock,
or other  equivalent  equity security,  to cover the number of shares,  or other
equivalent  equity  security,  issuable upon the exercise of these and all other
Warrants of like tenor then outstanding.

         This Warrant Certificate does not entitle the holder hereof,  either at
law or in equity,  to and voting rights or other rights as a shareholder  of the
Company,  or to any other rights  whatsoever  except the rights expressly herein
set  forth,  and no  dividend  shall be  payable  or accrue in  respect of these
Warrants or the interest represented hereby, or the shares that may be purchased
upon  exercise  hereof  until or unless,  and except to the extent  that,  these
Warrants shall be duly exercised.

         This  Warrant   Certificate  is  exchangeable  at  any  time  prior  to
expiration upon the surrender hereof by the registered holder to the Company for
one or more new Warrant  Certificates of like tenor and date representing in the
aggregate the right to purchase the number of shares that may be purchased  upon
exercise hereof, each of such new Warrant Certificates to represent the right to
purchase such number of shares as may be designated by the registered  holder at
the time of such surrender. The Warrants and the shares of Common Stock issuable
upon exercise of the Warrants are subject to restriction on  transferability  as
described in the Warrant Agreement.

         The Company may deem and treat the  registered  holder of this  Warrant
Certificate at any time as the absolute owner hereof and of the Warrants covered
hereby for all purposes and shall not be affected by any notice to the contrary.

         The Warrants  evidenced by this Warrant  Certificate are subject to the
terms of the Warrant Agreement which is available upon request by the registered
holder of this  Certificate  or  Company or at the  office of the  Company.  The
Warrant Agreement is incorporated herein by reference and made a part hereof and
reference is hereby made to the Warrant Agreement
                                       A-2
<PAGE>
                                                                     Exhibit 4.3

for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Company and the holders of the Warrants.

         This  Warrant  Certificate  shall  not be valid or  obligatory  for any
purpose unless signed by the Company.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be executed by its duly  authorized  officers,  and the corporate  seal hereunto
affixed.



                                         SOY ENVIRONMENTAL PRODUCTS, INC.


                                         By_____________________________________

                                         Its____________________________________
                                       A-3
<PAGE>
                                                                     Exhibit 4.3


                      [FORM OF REVERSE SIDE OF CERTIFICATE]

                                 ASSIGNMENT FORM

To assign this Warrant, fill in the form below:

I or we assign and transfer this Warrant to: (Insert  Assignee's Social Security
or Tax Identification No.)

________________________________________________________________________________

________________________________________________________________________________
               (Pen or type assignee's name, address and zip code)

and irrevocably appoint  __________________________________ as agent to transfer
this Warrant on the books of the Company.  The agent may  substitute  another to
act for him.

Date:_________________  Your Signature:_________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Warrant Certificate)

Signature Guarantee:____________________________________________________________


By__________________________________________
The signature should be guaranteed by an eligible guarantor institution (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature  guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.
                                       A-4
<PAGE>
                                                                     Exhibit 4.3
                                  SUBSCRIPTION
                (To be completed and signed only upon an exercise
                      of the Warrants in whole or in part)

TO:  SOY ENVIRONMENTAL PRODUCTS, INC.



         The  undersigned,   the  holder  of  the  attached   Warrants,   hereby
irrevocably  elects to exercise the purchase  right  represented by the Warrants
for,  and to  purchase  thereunder,  shares of Common  Stock (as such  terms are
defined in the Warrant Agreement dated ___________, 1997, from Soy Environmental
Products, Inc. (or other securities or property),  and herewith makes payment of
$_________  therefor  in  cash or by  certified  or  official  bank  check.  The
undersigned  hereby  requests  that the  Certificate(s)  for such  securities be
issued in the name(s) and delivered to the address(es) as follows:

Name:___________________________________________________________________________

Address:________________________________________________________________________

Deliver to:_____________________________________________________________________

Address:________________________________________________________________________

         If the foregoing  Subscription evidences an exercise of the Warrants to
purchase  fewer than all of the shares of Common Stock (or other  securities  or
property) to which the undersigned is entitled under such Warrants, please issue
new Warrants,  of like tenor, for the remaining Warrants (or other securities or
property) in the name(s), and deliver the same to the address(es), as follows:

Name:___________________________________________________________________________

Address:________________________________________________________________________

DATED:_______________, 19__.

                                   _____________________________________________
                                   (Name of Holder)

                                   _____________________________________________
                                   (Signature of Holder or Authorized Signatory)

                                   _____________________________________________
                                   (Social Security or Taxpayer Identification
                                   Number of Holder)
                                       A-5