EXHIBIT 4.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR
OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT


                  To Purchase 183,000 Shares of Common Stock of

                        Mace Security International, Inc.

     THIS COMMON STOCK  PURCHASE  WARRANT (the  "Warrant")  CERTIFIES  that, for
value received,  Langley Partners,  L.P. (the "Holder"),  is entitled,  upon the
terms and subject to the limitations on exercise and the conditions  hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and on or prior to the five year  anniversary of the Initial  Exercise Date (the
"Termination Date") but not thereafter,  to subscribe for and purchase from Mace
Security  International,  Inc., a Delaware  corporation (the  "Company"),  up to
183,000  shares  (the  "Warrant  Shares") of Common  Stock,  par value $0.01 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock (the "Exercise  Price") under this Warrant shall be $7.50,  subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.  Capitalized  terms used and not otherwise defined herein shall have the
meanings set forth in that certain Securities  Purchase Agreement (the "Purchase
Agreement"),  dated May 26, 2004 among the Company and the purchasers  signatory
thereto.

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<PAGE>


     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights hereunder are  transferable,  in whole or in part, at and only at the
office or agency of the  Company by the  Holder in person or by duly  authorized
attorney,  upon  surrender of this Warrant  together  with the  Assignment  Form
annexed hereto properly  endorsed.  No assignment  will be effective,  until the
transferee  shall sign an  investment  letter in form and  substance  reasonably
satisfactory to the Company.

     2.  Authorization of Shares.  The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights  represented by this Warrant,
be duly authorized,  validly issued,  fully paid and nonassessable and free from
all taxes,  liens and charges in respect of the issue thereof  (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant.

               (a) Exercise of the purchase  rights  represented by this Warrant
          may be made at any time or times on or after the Initial Exercise Date
          and on or before the Termination  Date by delivery to the Company of a
          duly  executed  facsimile  copy of the Notice of Exercise Form annexed
          hereto  (or such  other  office  or agency  of the  Company  as it may
          designate by notice in writing to the registered Holder at the address
          of such  Holder  appearing  on the  books of the  Company);  provided,
          however,  within 5 Trading Days of the date said Notice of Exercise is
          delivered  to the  Company,  the Holder  shall have  surrendered  this
          Warrant to the Company and the Company shall have received  payment of
          the aggregate  Exercise Price of the shares thereby  purchased by wire
          transfer  or   cashier's   check  drawn  on  a  United   States  bank.
          Certificates for shares purchased  hereunder shall be delivered to the
          Holder  within 3 Trading  Days from the delivery to the Company of the
          Notice of Exercise Form,  surrender of this Warrant and payment of the
          aggregate  Exercise Price as set forth above  ("Warrant Share Delivery
          Date").  This  Warrant  shall be deemed to have been  exercised on the
          date the Exercise Price is received by the Company. The Warrant Shares
          shall be deemed to have been issued, and Holder or any other person so
          designated to be named therein shall be deemed to have become a holder
          of record of such shares for all purposes,  as of the date the Warrant
          has been exercised by payment to the Company of the Exercise Price and
          all taxes  required  to be paid by the  Holder,  if any,  pursuant  to
          Section 5 prior to the issuance of such shares, have been paid. If the
          Company fails to deliver to the Holder a certificate  or  certificates
          representing  the Warrant Shares  pursuant to this Section 3(a) by the
          Warrant Share  Delivery  Date,  then the Holder will have the right to
          rescind such  exercise.  In addition to any other rights  available to
          the  Holder,  if  the  Company  fails  to  deliver  to  the  Holder  a
          certificate or certificates  representing  the Warrant Shares pursuant
          to an exercise by the Warrant Share  Delivery  Date, and if after such
          day the  Holder is  required  by its  broker to  purchase  (in an open
          market  transaction or otherwise) shares of Common Stock to deliver in
          satisfaction  of a sale by the Holder of the Warrant  Shares which the
          Holder anticipated receiving upon such exercise (a "Buy-In"), then the
          Company  shall as partial  liquidated


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          damages  (1) pay in cash to the  Holder  the  amount  by which (x) the
          Holder's total purchase price  (including  brokerage  commissions,  if
          any) for the  shares  of Common  Stock so  purchased  exceeds  (y) the
          amount  obtained by multiplying  (A) the number of Warrant Shares that
          the Company was required to deliver to the Holder in  connection  with
          the  exercise  at issue  times (B) the  price at which the sell  order
          giving rise to such purchase  obligation was executed,  and (2) at the
          option of the Holder,  either reinstate the portion of the Warrant and
          equivalent  number of Warrant  Shares for which such  exercise was not
          honored or deliver to the Holder the number of shares of Common  Stock
          that would have been issued had the Company  timely  complied with its
          exercise  and delivery  obligations  hereunder.  For  example,  if the
          Holder purchases Common Stock having a total purchase price of $11,000
          to cover a Buy-In with respect to an  attempted  exercise of shares of
          Common Stock with an aggregate sale price giving rise to such purchase
          obligation of $10,000,  under clause (1) of the immediately  preceding
          sentence the Company shall be required to pay the Holder  $1,000.  The
          Holder shall provide the Company written notice indicating the amounts
          payable  to the  Holder  in  respect  of  the  Buy-In,  together  with
          applicable  confirmations and other evidence  reasonably  requested by
          the Company. Nothing herein shall limit a Holder's right to pursue any
          other  remedies  available  to it  hereunder,  at  law  or  in  equity
          including, without limitation, a decree of specific performance and/or
          injunctive  relief  with  respect to the  Company's  failure to timely
          deliver certificates representing shares of Common Stock upon exercise
          of the Warrant as required pursuant to the terms hereof.

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<PAGE>


               (b) If this  Warrant  shall  have  been  exercised  in part,  the
          Company  shall,  at  the  time  of  delivery  of  the  certificate  or
          certificates  representing  Warrant  Shares,  deliver  to Holder a new
          Warrant  evidencing  the rights of Holder to purchase the  unpurchased
          Warrant Shares called for by this Warrant,  which new Warrant shall in
          all other respects be identical with this Warrant.

               (c) The Holder  shall not have the right to exercise  any portion
          of this Warrant,  pursuant to Section 3(a) or otherwise, to the extent
          that after giving effect to such issuance after  exercise,  the Holder
          (together  with  the  Holder's  affiliates),   as  set  forth  on  the
          applicable  Notice of Exercise,  would  beneficially  own in excess of
          9.99%  of the  number  of  shares  of  the  Common  Stock  outstanding
          immediately after giving effect to such issuance.  For purposes of the
          foregoing sentence,  the number of shares of Common Stock beneficially
          owned by the Holder and its  affiliates  shall  include  the number of
          shares of Common  Stock  issuable  upon  exercise of this Warrant with
          respect to which the determination of such sentence is being made, but
          shall  exclude  the number of shares of Common  Stock  which  would be
          issuable upon (A) exercise of the remaining,  nonexercised  portion of
          this Warrant beneficially owned by the Holder or any of its affiliates
          and (B) exercise or  conversion  of the  unexercised  or  nonconverted
          portion of any other  securities  of the Company  (including,  without
          limitation,  any other Warrants) subject to a limitation on conversion
          or exercise analogous to the limitation  contained herein beneficially
          owned by the Holder or any of its  affiliates.  Except as set forth in
          the preceding sentence,  for purposes of this Section 3(c), beneficial
          ownership  shall be calculated in accordance with Section 13(d) of the
          Exchange Act, it being  acknowledged by Holder that the Company is not
          representing  to Holder that such  calculation  is in compliance  with
          Section 13(d) of the Exchange Act and Holder is solely responsible for


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<PAGE>


          any  schedules  required to be filed in accordance  therewith.  To the
          extent that the limitation contained in this Section 3(c) applies, the
          determination  of whether this Warrant is exercisable  (in relation to
          other  securities  owned by the Holder) and of which a portion of this
          Warrant is exercisable shall be in the sole discretion of such Holder,
          and the  submission of a Notice of Exercise shall be deemed to be such
          Holder's  determination  of whether  this Warrant is  exercisable  (in
          relation  to  other  securities  owned  by such  Holder)  and of which
          portion of this Warrant is  exercisable,  in each case subject to such
          aggregate  percentage  limitation,  and  the  Company  shall  have  no
          obligation  to verify or confirm the  accuracy of such  determination.
          For  purposes  of this  Section  3(c),  in  determining  the number of
          outstanding  shares of Common Stock, the Holder may rely on the number
          of  outstanding  shares  of  Common  Stock  as  reflected  in (x)  the
          Company's  most recent Form 10-Q or Form 10-K, as the case may be, (y)
          a more  recent  public  announcement  by the  Company or (z) any other
          notice by the Company or the  Company's  Transfer  Agent setting forth
          the number of shares of Common Stock outstanding.  Upon the written or
          oral request of the Holder,  the Company shall within two Trading Days
          confirm  orally  and in  writing to the Holder the number of shares of
          Common Stock then outstanding.  In any case, the number of outstanding
          shares of Common Stock shall be determined  after giving effect to the
          conversion or exercise of securities  of the Company,  including  this
          Warrant,  by the Holder or its  affiliates  since the date as of which
          such number of outstanding shares of Common Stock was reported.


          (d)  If at any time after one year from the date of  issuance  of
               this Warrant  there is no effective  Registration  Statement
               registering  the resale of the Warrant  Shares by the Holder
               in such event,  this  Warrant may also be  exercised at such
               time by means of a "cashless  exercise"  in which the Holder
               shall be entitled to receive a certificate for the number of
               Warrant  Shares equal to the  quotient  obtained by dividing
               [(A-B) (X)] by (A), where:

          (A)  = the Closing Price on the Trading Day immediately preceding
               the date of such election;

          (B)  = the Exercise Price of this Warrant, as adjusted; and

          (X)  = the number of Warrant  Shares  issuable  upon  exercise of
               this Warrant in accordance with the terms of this Warrant by
               means of a cash exercise rather than a cashless exercise.

     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made  without  charge to the  Holder for any issue or  transfer  tax or
other incidental expense in respect of the issuance of such certificate,  all of
which taxes and  expenses  shall be paid by the Company,  and such  certificates
shall be  issued  in the name of the  Holder  or in such

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<PAGE>



name or names as may be directed by the Holder;  provided,  however, that in the
event  certificates for Warrant Shares are to be issued in a name other than the
name of the  Holder,  this  Warrant  when  surrendered  for  exercise  shall  be
accompanied by the Assignment  Form attached hereto duly executed by the Holder;
and the  Company  may  require,  as a  condition  thereto,  the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

     6. Closing of Books.  The Company will not close its  stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

               (a) Subject to compliance with any applicable securities laws and
          the  conditions  set forth in  Sections  1 and 7(e)  hereof and to the
          provisions of Section 4.1 of the Purchase Agreement,  this Warrant and
          all  rights  hereunder  are  transferable,  in whole or in part,  upon
          surrender  of this  Warrant at the  principal  office of the  Company,
          together with a written  assignment of this Warrant  substantially  in
          the form  attached  hereto duly executed by the Holder or its agent or
          attorney and funds  sufficient to pay any transfer  taxes payable upon
          the making of such  transfer.  Upon such  surrender  and, if required,
          such  payment,  the Company shall execute and deliver a new Warrant or
          Warrants  in  the  name  of  the  assignee  or  assignees  and  in the
          denomination  or   denominations   specified  in  such  instrument  of
          assignment,  and shall issue to the assignor a new Warrant  evidencing
          the portion of this  Warrant not so assigned,  and this Warrant  shall
          promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may be
          exercised by a new holder for the purchase of Warrant  Shares  without
          having a new Warrant issued.

               (b) This Warrant may be divided or combined  with other  Warrants
          upon  presentation  hereof at the  aforesaid  office  of the  Company,
          together with a written notice  specifying the names and denominations
          in which new  Warrants  are to be issued,  signed by the Holder or its
          agent or attorney.  Subject to compliance with Section 7(a), as to any
          transfer  which may be involved in such division or  combination,  the
          Company  shall  execute  and  deliver a new  Warrant  or  Warrants  in
          exchange  for the  Warrant or  Warrants  to be divided or  combined in
          accordance with such notice.

               (c) The  Company  shall  prepare,  issue and  deliver  at its own
          expense (other than transfer  taxes) the new Warrant or Warrants under
          this Section 7.

               (d) The Company  agrees to  maintain,  at its  aforesaid  office,
          books for the  registration  and the  registration  of transfer of the
          Warrants.

               (e)  If,  at the  time  of  the  surrender  of  this  Warrant  in
          connection  with any  transfer of this  Warrant,  the transfer of this
          Warrant shall not be registered pursuant to an effective  registration
          statement  under  the  Securities  Act  and  under   applicable  state
          securities or blue sky laws,  the Company may require,  as a condition
          of allowing  such  transfer (i) that the Holder or  transferee of this
          Warrant,  as the case may be, furnish to the Company a written opinion
          of  counsel  (which  opinion  shall be in form,  substance  and  scope
          customary for opinions of counsel in comparable  transactions)  to the
          effect that

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<PAGE>


          such transfer may be made without  registration  under the  Securities
          Act and under  applicable state securities or blue sky laws, (ii) that
          the  holder or  transferee  execute  and  deliver  to the  Company  an
          investment letter in form and substance  acceptable to the Company and
          (iii) that the  transferee be an  "accredited  investor" as defined in
          Rule 501(a)(1),  (a)(2),  (a)(3),  (a)(7), or (a)(8) promulgated under
          the  Securities Act or a qualified  institutional  buyer as defined in
          Rule 144A(a) under the Securities Act.

     8. No Rights as Shareholder  until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the  aggregate  Exercise  Price  (or by means of a  cashless  exercise),  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares.

               (a)  Stock  Splits,  etc.  The  number  and  kind  of  securities
          purchasable  upon the exercise of this Warrant and the Exercise  Price
          shall be subject to adjustment from time to time upon the happening of
          any of the following.  In case the Company shall (i) pay a dividend in
          shares  of  Common  Stock or make a  distribution  in shares of Common
          Stock to holders of its outstanding  Common Stock,  (ii) subdivide its
          outstanding  shares of Common  Stock into a greater  number of shares,
          (iii)  combine its  outstanding  shares of Common Stock into a smaller
          number  of shares of Common  Stock,  or (iv)  issue any  shares of its
          capital  stock in a  reclassification  of the Common  Stock,  then the
          number of Warrant  Shares  purchasable  upon  exercise of this Warrant
          immediately  prior  thereto shall be adjusted so that the Holder shall
          be entitled to receive the kind and number of Warrant  Shares or other
          securities  of the  Company  which it would  have  owned or have  been
          entitled  to  receive  had such  Warrant  been  exercised  in  advance
          thereof.  Upon each such  adjustment of the kind and number of Warrant
          Shares  or other  securities  of the  Company  which  are  purchasable
          hereunder,  the Holder  shall  thereafter  be entitled to purchase the
          number of  Warrant  Shares  or other  securities  resulting  from such
          adjustment at an Exercise  Price per Warrant  Share or other  security
          obtained by multiplying the Exercise Price in effect immediately prior
          to  such  adjustment  by the  number  of  Warrant  Shares  purchasable
          pursuant hereto  immediately  prior to such adjustment and dividing by
          the number of Warrant  Shares or other  securities of the Company that
          are purchasable

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<PAGE>

          pursuant hereto immediately after such adjustment.  An adjustment made
          pursuant to this paragraph shall become  effective  immediately  after
          the effective  date of such event  retroactive  to the record date, if
          any, for such event.

               (b)  Anti-Dilution  Provisions.  During the Exercise Period,  the
          Exercise  Price  shall be subject to  adjustment  from time to time as
          provided in this Section  11(b).  In the event that any  adjustment of
          the Exercise Price as required herein results in a fraction of a cent,
          such Exercise Price shall be rounded up or down to the nearest cent.

                    (i)  Adjustment  of  Exercise  Price.  If and  whenever  the
               Company issues or sells, or in accordance with Section  11(b)(ii)
               hereof  is deemed to have  issued or sold,  any  shares of Common
               Stock for an effective  consideration  per share of less than the
               then Exercise  Price or for no  consideration  (such lower price,
               the  "Base  Share  Price"  and  such  issuances  collectively,  a
               "Dilutive Issuance"), then the Exercise Price shall be reduced by
               multiplying  the Exercise  Price by a fraction,  the numerator of
               which  is the  number  of  shares  of  Common  Stock  issued  and
               outstanding  immediately  prior to the Dilutive Issuance plus the
               number of shares of Common  Stock  which the  offering  price for
               such Dilutive Issuance would purchase at the then Exercise Price,
               and the  denominator  of which  shall be the sum of the number of
               shares of Common Stock issued and outstanding  immediately  prior
               to the  Dilutive  Issuance  plus the  number  of shares of Common
               Stock so issued  or  issuable  in  connection  with the  Dilutive
               Issuance. Such adjustment shall be made whenever shares of Common
               Stock or Common Stock Equivalents are issued.

                    (ii)  Effect  on  Exercise  Price  of  Certain  Events.  For
               purposes of determining the adjusted Exercise Price under Section
               11(b) hereof, the following will be applicable:

                         (A)  Issuance of Rights or  Options.  If the Company in
                    any manner issues or grants any warrants, rights or options,
                    whether or not immediately exercisable,  to subscribe for or
                    to purchase Common Stock or Common Stock  Equivalents  (such
                    warrants,  rights and  options to purchase  Common  Stock or
                    Common  Stock  Equivalents  are  hereinafter  referred to as
                    "Options")  and the  effective  price  per  share  for which
                    Common  Stock is issuable  upon the exercise of such Options
                    is  less  than  the  Exercise   Price   ("Below  Base  Price
                    Options"), then the maximum total number of shares of Common
                    Stock  issuable  upon the  exercise  of all such  Below Base
                    Price  Options   (assuming  full  exercise,   conversion  or
                    exchange of Common Stock  Equivalents,  if applicable) will,
                    as of the date of the  issuance  or grant of such Below Base
                    Price Options,  be deemed to be outstanding and to have been

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<PAGE>

                    issued and sold by the  Company for such price per share and
                    the maximum  consideration  payable to the Company upon such
                    exercise (assuming full exercise,  conversion or exchange of
                    Common Stock  Equivalents,  if applicable) will be deemed to
                    have been  received  by the  Company.  For  purposes  of the
                    preceding sentence, the "effective price per share for which
                    Common  Stock is  issuable  upon the  exercise of such Below
                    Base Price  Options" is determined by dividing (i) the total
                    amount,  if any,  received or  receivable  by the Company as
                    consideration for the issuance or granting of all such Below
                    Base Price  Options,  plus the minimum  aggregate  amount of
                    additional  consideration,  if any,  payable to the  Company
                    upon the  exercise  of all such Below  Base  Price  Options,
                    plus, in the case of Common Stock Equivalents  issuable upon
                    the exercise of such Below Base Price  Options,  the minimum
                    aggregate  amount of additional  consideration  payable upon
                    the  exercise,  conversion  or exchange  thereof at the time
                    such Common  Stock  Equivalents  first  become  exercisable,
                    convertible  or  exchangeable,  by (ii)  the  maximum  total
                    number of shares of Common Stock  issuable upon the exercise
                    of  all  such  Below  Base  Price  Options   (assuming  full
                    conversion of Common Stock Equivalents,  if applicable).  No
                    further  adjustment to the Exercise  Price will be made upon
                    the actual  issuance of such Common  Stock upon the exercise
                    of such  Below  Base  Price  Options  or upon the  exercise,
                    conversion or exchange of Common Stock Equivalents  issuable
                    upon exercise of such Below Base Price Options.

                         (B)  Issuance  of  Common  Stock  Equivalents.  If  the
                    Company  in any  manner  issues  or sells any  Common  Stock
                    Equivalents,  whether or not immediately  convertible (other
                    than  where  the same are  issuable  upon  the  exercise  of
                    Options) and the effective  price per share for which Common
                    Stock is issuable upon such exercise, conversion or exchange
                    is less than the  Exercise  Price,  then the  maximum  total
                    number of shares of Common Stock issuable upon the exercise,
                    conversion or exchange of all such Common Stock  Equivalents
                    will,  as of the date of the  issuance of such Common  Stock
                    Equivalents,  be deemed to be  outstanding  and to have been
                    issued and sold by the  Company for such price per share and
                    the maximum  consideration  payable to the Company upon such
                    exercise (assuming full exercise,  conversion or exchange of
                    Common Stock  Equivalents,  if applicable) will be deemed to
                    have been  received by the Company.  For the purposes of the
                    preceding sentence, the "effective price per share for which
                    Common Stock is issuable upon such  exercise,  conversion or
                    exchange" is determined by dividing (i) the total amount, if
                    any,  received or receivable by the Company as consideration
                    for  the   issuance  or  sale  of  all  such  Common   Stock
                    Equivalents, plus the minimum aggregate amount of additional
                    consideration,  if any,  payable  to the  Company  upon  the
                    exercise,  conversion  or exchange  thereof at the time such
                    Common   Stock   Equivalents   first   become   exercisable,
                    convertible  or  exchangeable,  by (ii)  the  maximum  total
                    number of shares of Common Stock issuable upon the exercise,
                    conversion or exchange of all such Common Stock Equivalents.
                    No further  adjustment  to the  Exercise  Price will be made
                    upon the actual issuance of such Common Stock upon exercise,
                    conversion or exchange of such Common Stock Equivalents.

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<PAGE>


                         (C) Change in Option Price or Conversion Rate. If there
                    is a change  at any  time in (i) the  amount  of  additional
                    consideration  payable to the Company  upon the  exercise of
                    any Options; (ii) the amount of additional consideration, if
                    any, payable to the Company upon the exercise, conversion or
                    exchange of any Common Stock Equivalents;  or (iii) the rate
                    at which any Common Stock  Equivalents are convertible  into
                    or exchangeable  for Common Stock (in each such case,  other
                    than under or by reason of  provisions  designed  to protect
                    against dilution),  the Exercise Price in effect at the time
                    of such  change will be  readjusted  to the  Exercise  Price
                    which  would  have  been in  effect  at such  time  had such
                    Options  or  Common  Stock   Equivalents  still  outstanding
                    provided  for  such  changed  additional   consideration  or
                    changed  conversion  rate,  as the case may be,  at the time
                    initially granted, issued or sold.

                         (D)  Calculation  of  Consideration  Received.  If  any
                    Common  Stock,  Options  or  Common  Stock  Equivalents  are
                    issued, granted or sold for cash, the consideration received
                    therefor  for  purposes of this  Warrant  will be the amount
                    received  by  the  Company  therefor,  before  deduction  of
                    reasonable commissions, underwriting discounts or allowances
                    or other reasonable expenses paid or incurred by the Company
                    in connection with such issuance, grant or sale. In case any
                    Common Stock, Options or Common Stock Equivalents are issued
                    or sold for a  consideration  part or all of which  shall be
                    other than cash, the amount of the consideration  other than
                    cash  received by the Company  will be the fair market value
                    of  such  consideration,  except  where  such  consideration
                    consists  of  securities,   in  which  case  the  amount  of
                    consideration  received  by the  Company  will  be the  fair
                    market value  (closing  bid price,  if traded on any market)
                    thereof as of the date of receipt. In case any Common Stock,
                    Options or Common Stock Equivalents are issued in connection
                    with any merger or consolidation in which the Company is the
                    surviving corporation,  the amount of consideration therefor
                    will be deemed to be the fair market  value of such  portion
                    of  the  net  assets  and  business  of  the   non-surviving
                    corporation as is attributable to such Common Stock, Options
                    or Common  Stock  Equivalents,  as the case may be. The fair
                    market  value  of  any  consideration  other  than  cash  or
                    securities will be determined in good faith by an investment
                    banker or other  appropriate  expert of national  reputation
                    selected  by the Company and  reasonably  acceptable  to the
                    holder hereof,  with the costs of such appraisal to be borne
                    by the Company.

                         (E)   Exceptions  to  Adjustment  of  Exercise   Price.
                    Notwithstanding  the foregoing,  no adjustment  will be made
                    under this Section 11(b) in respect of an Exempt Issuance.

                                        9
<PAGE>


                         (iii)  Offerings  of Other  Property  to  Common  Stock
                    Holders.   If  the  Company,   at  any  time  prior  to  the
                    Termination  Date, shall distribute to all holders of Common
                    Stock (and not to Holders of the Warrants)  evidences of its
                    indebtedness  or assets or rights or warrants  to  subscribe
                    for or purchase  any  security  other than the Common  Stock
                    (which shall be subject to Section  11(b)(i)),  then in each
                    such  case  the   Exercise   Price   shall  be  adjusted  by
                    multiplying the Exercise Price in effect  immediately  prior
                    to the record date fixed for  determination  of stockholders
                    entitled to receive such distribution by a fraction of which
                    the denominator  shall be the Closing Price determined as of
                    the record date mentioned  above, and of which the numerator
                    shall be such  Closing  Price on such  record  date less the
                    then per share fair market  value at such record date of the
                    portion  of such  assets  or  evidence  of  indebtedness  so
                    distributed  applicable  to  one  outstanding  share  of the
                    Common Stock as determined by the Board of Directors in good
                    faith. In either case the adjustments  shall be described in
                    a statement provided to the Holders of the portion of assets
                    or  evidences  of   indebtedness   so  distributed  or  such
                    subscription rights applicable to one share of Common Stock.
                    Such adjustment shall be made whenever any such distribution
                    is made and shall  become  effective  immediately  after the
                    record date mentioned above.

                         (iv)  Minimum   Adjustment   of  Exercise   Price.   No
                    adjustment of the Exercise  Price shall be made in an amount
                    of less than 1% of the Exercise  Price in effect at the time
                    such  adjustment is otherwise  required to be made,  but any
                    such lesser adjustment shall be carried forward and shall be
                    made at the time  and  together  with  the  next  subsequent
                    adjustment  which,  together with any adjustments so carried
                    forward,  shall amount to not less than 1% of such  Exercise
                    Price.

     12. Reorganization,  Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of its property,  assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common  Stock of the  Company,  then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the number of shares
of Common Stock of the successor or acquiring  corporation or of the Company, if
it is the surviving  corporation,  and Other  Property  receivable  upon or as a
result  of  such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of assets by a Holder of the  number of shares of Common  Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall expressly  assume the due and punctual  observance

                                       10

<PAGE>



and  performance  of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the  obligations  and  liabilities
hereunder,  subject  to such  modifications  as may be  deemed  appropriate  (as
determined in good faith by resolution of the Board of Directors of the Company)
in order to provide for  adjustments of Warrant Shares for which this Warrant is
exercisable   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments  provided  for in this  Section 12. For purposes of this Section 12,
"common stock of the successor or acquiring  corporation" shall include stock of
such  corporation  of any class which is not preferred as to dividends or assets
over any other  class of stock of such  corporation  and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other  securities  which are convertible  into or  exchangeable  for any such
stock,  either  immediately  or upon  the  arrival  of a  specified  date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock.  The  foregoing  provisions of this Section 12 shall
similarly  apply  to  successive  reorganizations,  reclassifications,  mergers,
consolidations or disposition of assets.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     14. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give  notice  thereof to the  Holder,  which  notice  shall  state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

     15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for  the  purpose  of  entitling  them  to  receive  a  dividend  or  other
     distribution,  or any right to subscribe  for or purchase any  evidences of
     its indebtedness,  any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation or merger of the Company with, or any sale,  transfer or
     other  disposition  of all or  substantially  all the  property,  assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder prompt
notice of the record date of such  transaction  on the date and in the manner it
provides notice to its other shareholders; provided, however, any such notice is
provided in such a way as to give the Holder reasonable  opportunity to exercise
any of its  rights  under  this  Warrant.  Each  such  written  notice

                                       11

<PAGE>


shall be sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in  accordance  with Section
17(d).


     16.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

     Except  and to the  extent as waived or  consented  to by the  Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before  taking any action which would result in an adjustment in the number
of Warrant  Shares for which this  Warrant  is  exercisable  or in the  Exercise
Price, the Company shall obtain all such  authorizations or exemptions  thereof,
or consents  thereto,  as may be necessary  from any public  regulatory  body or
bodies having jurisdiction thereof.

     17. Miscellaneous.

          (a) Jurisdiction. All questions concerning the construction, validity,
     enforcement  and  interpretation  of this Warrant  shall be  determined  in
     accordance with the provisions of the Purchase Agreement.

          (b)  Restrictions.  The Holder  acknowledges  that the Warrant  Shares
     acquired upon the exercise of this Warrant,  if not  registered,  will have
     restrictions upon resale imposed by state and federal securities laws.

          (c)  Nonwaiver  and  Expenses.  No course of  dealing  or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all

                                       12
<PAGE>

     rights  hereunder  terminate  on  the  Termination  Date.  If  the  Company
     willfully and knowingly fails to comply with any provision of this Warrant,
     which results in any material damages to the Holder,  the Company shall pay
     to  Holder  such  amounts  as shall be  sufficient  to cover  any costs and
     expenses  including,  but  not  limited  to,  reasonable  attorneys'  fees,
     including those of appellate proceedings,  incurred by Holder in collecting
     any  amounts  due  pursuant  hereto or in  otherwise  enforcing  any of its
     rights, powers or remedies hereunder.

          (d)  Notices.  Any  notice,  request  or other  document  required  or
     permitted to be given or  delivered  to the Holder by the Company  shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.

          (e) Limitation of Liability.  No provision  hereof,  in the absence of
     any  affirmative  action by Holder to  exercise  this  Warrant or  purchase
     Warrant  Shares,  and no enumeration  herein of the rights or privileges of
     Holder,  shall give rise to any liability of Holder for the purchase  price
     of any  Common  Stock or as a  stockholder  of the  Company,  whether  such
     liability is asserted by the Company or by creditors of the Company.

          (f) Remedies.  Holder,  in addition to being  entitled to exercise all
     rights granted by law, including  recovery of damages,  will be entitled to
     specific  performance of its rights under this Warrant.  The Company agrees
     that  monetary  damages  would not be  adequate  compensation  for any loss
     incurred by reason of a breach by it of the  provisions of this Warrant and
     hereby  agrees to waive the defense in any action for specific  performance
     that a remedy at law would be adequate.

          (g) Successors  and Assigns.  Subject to applicable  securities  laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding  upon the  successors  of the Company and the
     successors and permitted assigns of Holder.  The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant  and shall be  enforceable  by any such Holder or holder of Warrant
     Shares.

          (h)  Amendment.  This  Warrant  may  be  modified  or  amended  or the
     provisions  hereof  waived with the written  consent of the Company and the
     Holder.

          (i) Severability.  Wherever  possible,  each provision of this Warrant
     shall be  interpreted  in such  manner as to be  effective  and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent  of  such  prohibition  or  invalidity,   without  invalidating  the
     remainder of such provisions or the remaining provisions of this Warrant.

          (j)  Headings.   The  headings  used  in  this  Warrant  are  for  the
     convenience of reference  only and shall not, for any purpose,  be deemed a
     part of this Warrant.

                              ********************

                                       13
<PAGE>


     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  May 26, 2004


                                               MACE SECURITY INTERNATIONAL, INC.


                                              By: /s/ Robert Kramer
                                                 -------------------------------
                                                 Name: Robert M. Kramer
                                                 Title: Executive Vice President


                                       14
<PAGE>



                               NOTICE OF EXERCISE

To:      Mace Security International, Inc.

     (1) The undersigned  hereby elects to purchase  ________  Warrant Shares of
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

               [ ] in lawful money of the United States; or

               [ ] the  cancellation  of  such  number of  Warrant  Shares as is
                   necessary,  in  accordance  with  the  formula  set  forth in
                   subsection 3(d), to exercise this Warrant with respect to the
                   maximum number of Warrant Shares purchasable  pursuant to the
                   cashless exercise procedure set forth in subsection 3(d).

     (3) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

              ________________________________________

The Warrant Shares shall be delivered to the following:

              ________________________________________

              ________________________________________

              ________________________________________

     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined in Regulation D under the Securities Act of 1933, as amended.

                                              [PURCHASER]

                                              By: ______________________________
                                              Name:
                                              Title:

                                              Dated: ___________________________

<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.


_______________________________________________________________

                                             Dated:  ______________, _______


                     Holder's Signature: _____________________________

                     Holder's Address:   _____________________________

                                         _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.