Exhibit 4.4

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                        SOY ENVIRONMENTAL PRODUCTS, INC.




                            CLASS B WARRANT AGREEMENT

                            For the Issuance of Up to
                     450,000 Common Stock Purchase Warrants



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<PAGE>
                                                                     Exhibit 4.4


                            CLASS B WARRANT AGREEMENT

         THIS CLASS B 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  Senior Secured  Convertible  Notes and 60,000 Class A
Warrants subject to the terms of the Placement Agreement (the "Offering").

         B. Under the terms of the Placement  Agreement,  the Company has agreed
to issue the  Placement  Agent or its  assignee  30,000  Class B  Warrants  (the
"Placement Agent Warrants") per Unit sold in the Offering.

         C. Each  Placement  Agent  Warrant  entitles the holder to purchase one
share of the Company's  Common Stock at any time  commencing  one year after the
issuance thereof and through September 30, 2007.

         D. The Company  desires to provide for the form and  provisions  of the
Placement  Agent  Warrants,  the terms upon which the Placement  Agent  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
Placement Agent Warrants.

         E. All acts and things  necessary to make the Placement Agent 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:
<PAGE>
                                                                     Exhibit 4.4

                                    SECTION 1
                        ISSUE OF PLACEMENT AGENT WARRANTS

         1.1 Issuance of Definitive  Placement  Agent  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 and not after  September
30, 2007.  Each  Placement  Agent 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.

         1.2 Execution and Delivery of Placement  Agent  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 Chief  Executive
Officer,  President or  Secretary of the Company.  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
Placement  Agent  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 PLACEMENT AGENT WARRANTS

         2.1 Duration of Placement  Agent  Warrants and Terms of Exercise.  Each
Placement  Agent  Warrant  entitles  the holder to purchase  one share of Common
Stock or equivalent security of any successor to the Company at a price of $1.20
per share (the "Purchase Price"),  subject to adjustment as provided herein, for
a term,  commencing on the day following the one year anniversary of the Warrant
Date and ending  September  30,  2007 (the  "Exercise  Period").  The  foregoing
notwithstanding,  if  notice  has  been  given as  provided  in  Section  4.1 in
connection with the liquidation,  dissolution or winding up of the Company,  the
right to exercise Placement Agent Warrants shall expire at the close of business
on the third full  business day before the date  specified in such notice as the
record  date  for  determining   registered  holders  entitled  to  receive  any
distribution upon such liquidation, dissolution or winding up.

         2.2 Exercise of Placement Agent Warrants.  Placement Agent Warrants may
be  exercised  by  surrendering,  at the  office  of the  Company,  the  Warrant
Certificate   evidencing  such  Placement   Agent  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 Placement Agent
Warrants may be exercised  from time to time and at any time during the Exercise
Period, in minimum denominations of
                                        2
<PAGE>
                                                                     Exhibit 4.4

100. As soon as  practicable  after any  Placement  Agent  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 Placement  Agent  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 Placement Agent 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 Placement Agent Warrants.  All
shares of Common  Stock issued upon the  exercise of  Placement  Agent  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 Placement  Agent 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:

                  (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
Placement  Agent  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
                                        3
<PAGE>
                                                                     Exhibit 4.4

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 Placement  Agent 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 Redemption of Placement Agent Warrants.  The Company may not redeem
the Warrants.

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

         3.1  General.  The  Purchase  Price and the  number of shares of Common
Stock covered by each Placement  Agent Warrant and the number of Placement Agent
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  Placement  Agent  Warrant
exercised  after such time  shall be  entitled,  at no  additional  expense,  to
receive the  aggregate  number and kind of shares of stock and  Placement  Agent
Warrants which,  if such Placement Agent 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
                                        4
<PAGE>
                                                                     Exhibit 4.4

any surplus  legally  available for dividends  under the laws of Arizona),  each
registered  holder of any Placement Agent Warrant then outstanding  shall,  upon
the  exercise of such  Placement  Agent  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 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
Placement  Agent  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  Placement  Agent  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 Placement Agent 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 Placement Agent 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  Placement  Agent
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 Placement
Agent  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 Placement Agent
Warrant  then  outstanding  shall,  upon the  exercise of such  Placement  Agent
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  Placement  Agent  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.
                                        5
<PAGE>
                                                                     Exhibit 4.4

         3.6  Form of  Placement  Agent  Warrant.  The form of  Placement  Agent
Warrant need not be changed  because of any change in the Purchase  Price or the
number of shares of Common  Stock or  Placement  Agent  Warrants  issuable  upon
exercise  of the  Placement  Agent  Warrants  pursuant  to  this  Article  3 and
Placement  Agent Warrants issued after such change may state the same terms with
respect to the Purchase Price and number of shares of Common Stock and Placement
Agent  Warrants  issuable  thereunder as stated in the Placement  Agent Warrants
initially issued pursuant to this Agreement. The Company may at any time, in its
sole discretion, make any change in the form of Placement Agent Warrant that the
Company may deem appropriate and that does not affect the substance thereof in a
manner inconsistent with this Agreement.  Any Placement Agent Warrant thereafter
issued or countersigned,  whether in exchange or substitution for an outstanding
Placement Agent Warrant or otherwise, may be in the form so changed.

         3.7  Dividends.  No registered  holder of any  Placement  Agent 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 Placement  Agent Warrants  except as  specifically
provided in this Section 3.

         3.8  Certification of Adjusted  Purchase Price and Number of Shares and
Placement Agent Warrants Issuable. Whenever the Purchase Price and the number of
shares of Common Stock and Placement  Agent Warrants  issuable upon the exercise
of each Placement  Agent 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
Placement  Agent  Warrants  issuable upon the exercise of each  Placement  Agent
Warrant as so  adjusted  and/or the number of  Placement  Agent  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 Placement  Agent 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 PLACEMENT AGENT 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  Placement  Agent Warrants shall expire,
as provided in Section 2.1. A copy
                                        6
<PAGE>
                                                                     Exhibit 4.4

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  sufficient  to permit  the  exercise  of all  outstanding
Placement Agent  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 Placement Agent Warrants. The
Placement Agent 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 Placement Agent Warrants.  If
any Placement  Agent 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  Placement  Agent  Warrant  of the
denomination,  tenor and date as the  Placement  Agent  Warrant  so lost  stolen
mutilated or destroyed. Any such new Placement Agent Warrant shall constitute an
original  contractual  obligation  of the Company  whether or not the  allegedly
lost,  stolen,  mutilated or destroyed  Placement  Agent Warrant shall be at any
time enforceable by any person.

         4.5 Enforcement of Placement Agent Warrant Rights. All rights of action
in respect of this Agreement are vested in the respective  registered holders of
the Placement  Agent  Warrants.  Any  registered  holder of any Placement  Agent
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
Placement  Agent Warrant for the purchase of stock in the manner provided in the
Placement Agent Warrant and in this Agreement.

                                    SECTION 5
                    REGISTRATION OF PLACEMENT AGENT WARRANTS

         5.1 Piggyback Registration of Common Stock.
                                        7
<PAGE>
                                                                     Exhibit 4.4

                  (a) If the  Company  proposes  to  register  any of its Common
Stock under the Securities Act of 1933, as amended  ("Securities  Act"),  on any
registration  statement,  whether or not for its own  account  (other  than by a
registration  statement  on Form  S-8 or  other  form  which  does  not  include
substantially  the  same  information  as would  be  required  in a form for the
general registration of securities,  would not be available for the Common Stock
or relates to any employee benefit plan or  reorganization  of the Company),  it
shall as expeditiously as possible give written notice to all registered holders
of Placement Agent Warrants of such holders' "Piggyback  Registration Rights" as
set forth in this Section 5.1. Upon the written request (which request shall, if
applicable,  specify that a holder  shall be required to exercise the  Placement
Agent  Warrants and the number of shares of Common Stock  intended to be sold by
such holder after  exercise) of any holder made within 20 days after  receipt of
any such notice,  the Company  shall  (subject to the  additional  terms of this
Agreement)  include in the  registration  statement the Placement Agent Warrants
and/or  the shares of Common  Stock  issuable  upon  exercise  of such  warrants
("Registrable  Securities")  which the Company has been so requested to register
by the holder thereof and the Company shall keep such registration  statement in
effect and maintain compliance with each federal and state law or regulation for
the  period  necessary  for such  holder to effect  the  proposed  sale or other
disposition (but in no event for a period greater than 120 days).

                  (b)  If,  at any  time  after  giving  written  notice  of its
intention to register  Registrable  Securities in a Piggyback  Registration  but
prior to the effective date of the related registration  statement,  the Company
shall  determine  for any reason not to register any Common  Stock,  the Company
shall give notice of such determination to each holder and, thereupon,  shall be
relieved of its obligation to register any Registrable  Securities in connection
with such Piggyback  Registration  (and shall not convert any of the shares into
shares of Common Stock pursuant to Section 2, if  applicable).  All best efforts
obligations  of the Company  shall cease if the Company  determines to terminate
prior to such effective date any registration pursuant to this Section 5.1.

                  (c) If a  Piggyback  Registration  involves  an offering by or
through   underwriters,   all  holders  requesting  to  have  their  Registrable
Securities  included in the  Company's  registration  statement  must sell their
Registrable  Securities to the underwriters  selected by the Company on the same
terms and  conditions  as apply to other  selling  shareholders,  and any holder
requesting  to have its  Registrable  Securities  included in such  registration
statement may elect in writing,  not later than three business days prior to the
effectiveness  of the  registration  statement  filed in  connection  with  such
registration,  not to have its Registrable  Securities so included in connection
with such registration.

                  (d) If a  Piggyback  Registration  involves  an offering by or
through  underwriters,  the Company,  except as otherwise provided herein, shall
not be required to include  Registrable  Securities therein if and to the extent
the  underwriter  managing  the offering  reasonably  believes in good faith and
advises each holder requesting to have Registrable
                                        8
<PAGE>
                                                                     Exhibit 4.4

Securities included in the Company's  registration statement that such inclusion
would materially adversely affect such offering,  provided that if other selling
shareholders who are employees,  officers,  directors or other affiliates of the
Company have requested  registration of securities in the proposed offering, the
Company will reduce or eliminate  such other  selling  shareholders'  securities
before any reduction or elimination of Registrable Securities held by holders of
Placement  Agent Warrants,  and any such reduction or elimination  (after taking
into  account  the effect of  preceding  clause)  shall be pro rata to all other
holders of the  securities  of the Company  exercising  "piggyback  registration
rights" similar to those set forth herein in proportion to the respective number
of shares of Registrable Securities they have requested to be registered.

         5.2 Demand Registration.

                  (a) At any time  after the 12 month  anniversary  of the final
Warrant Date and provided the  Registrable  Securities,  upon exercise,  are not
otherwise  qualified for sale under an exemption  available under the Securities
Act, holders of an aggregate of 50% of all outstanding  Placement Agent Warrants
may  exercise  their  "Demand  Registration  Rights"  as  described  herein  for
registration covering the public sale of Registrable  Securities  hereunder.  As
soon as practicable thereafter, the Company shall use its best efforts to file a
registration  statement with respect to the Registrable Securities which holders
have requested to be registered  and obtain the  effectiveness  thereof,  and to
take all other action  necessary under any federal or state law or regulation to
permit such Registrable  Securities to be sold or otherwise disposed of, and the
Company shall maintain such  compliance with each such federal and state law and
regulation for the period necessary for such holders to effect the proposed sale
or other  disposition;  provided  that the Company shall have the right to delay
such  registration  under certain  circumstances for up to 90 days during any 12
month  period.  The  Company  shall be required  to effect one  registration  or
qualification pursuant to this Section 5.2, and shall not be obligated to effect
a registration during the six month period commencing with the date of any other
registration  under the  Securities  Act in which  Registrable  Securities  were
registered.

                  (b) The managing  underwriter and the co-manager (if any), and
the  independent  price  required  under the rules of the NASD (if any),  of the
offering  pursuant to any registration  under this Section 5.2 shall be selected
and obtained by the Company.

                  (c) The Company may delay any registration  under this Section
5.2 for not more than 90 days if  management  determines in good faith that such
delay is necessary to consummate a pending  transaction.  If the registration is
delayed,  management  will notify the holders of Placement Agent Warrants within
three weeks after receipt of notice specified in Section 5.2(a) of the delay but
shall not be required to provide any  information  to any holder  regarding  the
existence or the nature of any pending transactions.
                                        9
<PAGE>
                                                                     Exhibit 4.4

         5.3  Conditions  Relating  to  Registration  and  Offer of  Registrable
Securities.

                  (a)  Subject  to  paragraph  (b)  of  this  Section  5.3,  the
registration rights of the holders pursuant to this Agreement and the ability to
offer and sell Registrable  Securities pursuant to a 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 a registration  statement under Section 5.1
         or Section 5.2 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  registration  statement  or to require the Company to
         take action with respect to the  registration or sale of any securities
         pursuant  to  the   registration   statement   (including   any  action
         contemplated  by Section 5.4  hereof)  will for up to 60 days in any 12
         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 5.3(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
         registration  statement  or to require  the Company to take action with
         respect to the  registration or sale of any securities  pursuant to the
         registration  statement  (including any action  contemplated by Section
         5.4 hereof)  will for up to 60 days in any 12 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 registration statement.

                           (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
                                       10
<PAGE>
                                                                     Exhibit 4.4

         the date specified by such managing underwriter in such written request
         to such holder, which period may be of a duration of 90 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 90 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 5.3(a) above,
the  aggregate  number of days  (whether or not  consecutive)  during  which the
Company  may delay the  effectiveness  of a  registration  statement  or prevent
offerings,  sales or distribution by the holders thereunder  pursuant to Section
5.3(a) shall in no event exceed 180 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 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  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.
                                       11
<PAGE>
                                                                     Exhibit 4.4

         5.4 Registration Procedures.  In connection with the obligations of the
Company with respect to the  registration  statement  pursuant to Section 5.1 or
Section 5.2, hereof and subject to Section 5.3 hereof, the Company shall:

                  (a) (i) prepare and file with the  Commission  a  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 or S-3 or any  successor
form and shall not be required to file more than one registration statement with
the Commission) and (B) which 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 reasonable best efforts to cause such registration
statement to become  effective and remain  effective in accordance  with Section
5.1 and Section 5.2 hereof;

                  (b) prepare and file with the Commission  such  amendments and
post-effective  amendments to the registration  statement as may be necessary to
keep such 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 reasonable  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;

                  (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;
                                       12
<PAGE>
                                                                     Exhibit 4.4

                  (e) use its reasonable 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  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 or Section 5.2 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  4(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  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  registration  statement and any
prospectus or for additional  information relating to the Registrable Securities
or the  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
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
5.3(a))  during which the  registration  statement  is required  hereunder to be
effective  as a result of which the  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;

                  (g) use its  reasonable  best efforts to obtain the withdrawal
of any order suspending the  effectiveness of the 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  registration  statement  and any
post-effective  amendment  thereto (without  documents  incorporated  therein by
reference or exhibits thereto, unless requested in writing);
                                       13
<PAGE>
                                                                     Exhibit 4.4

                  (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 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
5.4(f)(v) hereof,  use its reasonable best efforts as promptly as practicable to
prepare and file with the Commission a supplement or post-effective amendment to
the   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  reasonable  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  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  reasonable   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 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 5.4(f)(v)  hereof,  such
holder will forthwith discontinue disposition of Registrable Securities pursuant
to the registration  statement  covering such Registrable  Securities until such
holder's  receipt  of the  copies  of the  supplemented  or  amended  prospectus
contemplated by Section 5.4(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
reasonable  best  efforts to  promptly  prepare  and  provide  to the  holders a
supplemented or amended  prospectus  contemplated by such Section 5.4(j) hereof.
In the event the Company  shall give any such  notice,  the period  during which
such registration statement
                                       14
<PAGE>
                                                                     Exhibit 4.4

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  5.4(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 5.4(j) hereof.

         5.5 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 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.
                                       15
<PAGE>
                                                                     Exhibit 4.4

         5.6 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  5.6(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.

                  (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
                                       16
<PAGE>
                                                                     Exhibit 4.4

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
5.6 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 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  5.6(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
                                       17

<PAGE>
                                                                     Exhibit 4.4

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  5.6(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 5.6) to
provide the other with indemnification or contribution in respect of any losses,
claims,  damages,  liabilities  or  expenses  referred to in this  Section  5.6;
provided,  however, that the provisions of this Section 5.6 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 5.6.

         5.7 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.

                                    SECTION 6
               TRANSFER AND OWNERSHIP OF PLACEMENT AGENT WARRANTS

         6.1  Negotiability  and  Ownership.  Placement  Agent  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  Placement  Agent 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 Placement
Agent Warrants as herein provided.  Upon surrender for transfer of any Placement
Agent 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
Placement Agent Warrants.
                                       18
<PAGE>
                                                                     Exhibit 4.4


         6.3 Exchange of Placement  Agent  Warrants.  On and after the Placement
Agent  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  Placement  Agent  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  Placement  Agent  Warrant
holder for any transfer or issue of new Warrant  Certificate in case of any such
exchange.

         6.4 Restrictions on Transferability.

                  (a) The Placement Agent Warrants and the Common Stock issuable
upon exercise of a Placement Agent 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
Placement Agent Warrants or 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 Placement  Agent 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,
                                       19
<PAGE>
                                                                     Exhibit 4.4

         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
Placement  Agent  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 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  Placement  Agent  Warrant  or  Exercise  Shares or issue new  certificates
without such legend in lieu thereof.  Upon the written  request of the holder of
any  Placement  Agent  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 Placement Agent Warrant or any Exercise
Shares,  by  acceptance  thereof,  agrees to give  prior  written  notice to the
Company of such holders  intention to transfer such  Placement  Agent 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
Placement  Agent 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  Placement  Agent  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 Placement  Agent
Warrant or Exercise  Shares (or any portion  thereof)  that the holder shall not
consummate the proposed  transfer and the reasons  therefor.  No Placement Agent
Warrant or
                                       20
<PAGE>
                                                                     Exhibit 4.4

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 Placement  Agent Warrant  Holders.  Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the Company
and with all other Placement Agent Warrant holders that: (a) the Placement Agent
Warrants  are  transferrable  only as  permitted  by Section 6.1 above;  (b) the
Placement  Agent  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  Placement  Agent  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.

                                    SECTION 7
                                  MODIFICATION

         The  Placement  Agent may,  without the consent or  concurrence  of the
registered holders of the Placement Agent 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  Placement  Agent  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.

                                    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
Placement  Agent  Warrants or the number of shares of Common Stock and Placement
Agent Warrants  issuable upon exercise of the Placement Agent Warrants  pursuant
to Section 2 and 3 hereof,  the  Company  shall give  notice to each holder of a
Placement Agent Warrant in accordance with Section 8.02 of such proposed action,
which shall specify the date on which a
                                       21
<PAGE>
                                                                     Exhibit 4.4

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
Placement Agent Warrants (upon the exercise of the right to subscribe) of Common
Stock of the Company  pursuant to the terms of such Placement Agent Warrants and
of this  Agreement,  but the Company  shall not be obligated to pay any transfer
taxes in respect of the Placement Agent Warrants or such shares.
                                       22
<PAGE>
                                                                     Exhibit 4.4

         8.4 Applicable  Law. The validity,  interpretation  and  performance of
this  Agreement  and the  validity and  interpretation  of the  Placement  Agent
Warrants shall be governed by the laws of the State of Arizona.

         8.5 Copies of Agreement.  A copy of this Agreement shall be provided to
any  registered  holder of a Placement  Agent  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 Placement  Agent Warrant.  Any such  registered
holder may be  required to submit his  Placement  Agent  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.,
                                an 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
                                       23
<PAGE>
                                                                     Exhibit 4.4

                                    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 B WARRANT CERTIFICATE


No. __________                                              Warrants to Purchase
                                                               __________ Shares

         THIS IS TO CERTIFY  that,  or  registered  assigns,  is the  registered
holder ("Holder") of the number of Class B Warrants ("Placement Agent Warrants")
set forth above,  each of which entitles the holder to purchase,  subject to the
terms and conditions set forth in the Class B Warrant  Agreement,  dated July 3,
1997,  which  is  hereby  incorporated  herein  and made a part  hereof,  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 $1.20, as adjusted,  for a term commencing on the one year  anniversary
hereof and ending  September 30, 2007,  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
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.
Placement  Agent  Warrants  are  exercisable  in minimum  denominations  of 100.
Fractional  shares of the  Company's  Common  Stock will not be issued  upon the
exercise of the Placement Agent Warrants.

         The  Company  covenants  and  agrees  that all  shares of Common  Stock
delivered  upon the  exercise  of these  Placement  Agent  Warrants  will,  upon
delivery,  be fully paid and non-assessable.  The Placement Agent Warrants shall
not be exercisable in any jurisdiction where
                                       A-1
<PAGE>
                                                                     Exhibit 4.4

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

         The  number  of  shares of Common  Stock,  or other  equivalent  equity
security,  issuable upon the exercise of these  Placement Agent Warrants and the
purchase  price  shall be subject to  adjustment  from time to time,  in certain
events, as set forth in the Placement Agent 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
Placement Agent 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
Placement Agent 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 Placement Agent 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  Placement  Agent  Warrants  and the shares of
Common Stock issuable upon exercise of the Placement  Agent 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 Placement  Agent
Warrants covered hereby for all purposes and shall not be affected by any notice
to the contrary.

         The Placement Agent 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
                                       A-2
<PAGE>
                                                                     Exhibit 4.4

Warrant  Agreement for a full description of the rights,  limitations of rights,
obligations,  duties and immunities  hereunder of the Company and the holders of
the Placement Agent 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.


                                     SOY ENVIRONMENTAL PRODUCTS, INC.


                                     By_________________________________________

                                     Its________________________________________
                                       A-3
<PAGE>
                                                                     Exhibit 4.4


                      [FORM OF REVERSE SIDE OF CERTIFICATE]

                                 ASSIGNMENT FORM


To assign this Class B Warrant, fill in the form below:

I or we assign and transfer this Class B 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
Class B 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 4.4

                                  SUBSCRIPTION
                (To be completed and signed only upon an exercise
                  of the Class B Warrants in whole or in part)

TO:  Soy Environmental Products, Inc.

         The  undersigned,  the holder of the attached Class B Warrants,  hereby
irrevocably  elects to exercise the purchase  right  represented  by the Class B
Warrants for, and to purchase thereunder,  shares of Common Stock (as such terms
are  defined  in the Class B Warrant  Agreement  dated  July 3,  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 Class B
Warrants  to  purchase  fewer than all of the  shares of Common  Stock (or other
securities or property) to which the undersigned is entitled, please issue a new
Class B Warrant  Certificate,  of like tenor, for the remaining Class B 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