<PAGE>

                                 Exhibit 4.19



                         NHANCEMENT TECHNOLOGIES INC.



Issued as of the 10TH. Day              (1)  Aggregate Price: $171,375.00
of December, 1999                       (2)  Initial Warrant Price:  $3.4275
                                        (3)  Number of Shares Initially
                                        Subject to Warrant: 50,000

NEITHER THIS WARRANT, NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF,
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933
SECURITIES ACT"), OR QUALIFIED OR REGISTERED UNDER CALIFORNIA OR OTHER
APPLICABLE SECURITIES LAWS ("STATE SECURITIES LAWS"), AND THIS WARRANT HAS
BEEN, AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE,
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF.  NO SUCH SALE OR OTHER DISPOSITION MAY BE
MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES
ACT AND COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL, THAT SAID
REGISTRATION IS NOT REQUIRED UNDER THE 1933 SECURITIES ACT AND THAT
APPLICABLE STATE SECURITIES LAWS HAVE BEEN SATISFIED.

                                COMMON STOCK WARRANT
                             (IMMEDIATELY EXERCISABLE)

       This certifies that James S. Gillespie, ("PURCHASER"), whose address for
notice is located 198, Country Club Drive #35, Incline Village, NV  89451, or
any party to whom this Warrant is assigned in compliance with the terms hereof
(Purchaser and any such assignee being hereinafter sometimes referenced as
"HOLDER"), is entitled to subscribe for and purchase, during the period
commencing at the issue date set forth above and ending at 5:00 p.m.,
California, local time, on the first (1st) anniversary of such issue date, the
number of shares of fully paid and nonassessable Common Stock ("COMMON STOCK")
of NHANCEMENT TECHNOLOGIES INC, A DELAWARE CORPORATION (the "COMPANY"), that
have an aggregate purchase price equal to the Aggregate Price as defined below.
The purchase price of each such share shall be equal to the Warrant Price, as
defined below.

                                     ARTICLE 1
                                    DEFINITIONS

1.1           "AGGREGATE PRICE" shall be $171,375.00.

1.2           "WARRANT PRICE" shall be $3.4275, as adjusted herein.


                                     ARTICLE 2
                                EXERCISE AND PAYMENT

2.1    CASH EXERCISE.  The purchase rights represented by this Warrant may be
exercised by Holder, in whole or in part, by the surrender of this Warrant at
the principal office of the Company, located at the address set forth on the
signature page hereof, accompanied by the form of Notice of Cash Exercise
attached hereto as Exhibit "A-1", and by the payment to the

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Common Stock Warrant
Page 2

Company, by cash or by certified, cashier's or other check acceptable to the
Company, of an amount equal to the aggregate Warrant Price of the shares
being purchased.

2.2    NET ISSUE EXERCISE.  In lieu of exercising this Warrant pursuant to
Section 2.1, Holder may elect to receive shares of Common Stock equal to the
value of this Warrant determined in the manner described below (or of any
portion thereof remaining unexercised) by surrender of this Warrant at the
principal office of the Company together with the form of Notice of Cashless
Exercise attached hereto as Exhibit"A-2", in which event the Company shall
issue to Holder a number of shares of the Company's Common Stock computed
using the following formula:

                     X = Y (A-B)
                         -------
                            A

       Where X = the number of shares of Common Stock to be issued to Holder.

         Y = the number of shares of Common Stock purchasable under
               this Warrant (at the date of such calculation).

         A = the fair market value of one share of the Company's
               Common Stock (at the date of such calculation).

         B = Warrant Price.

2.3    FAIR MARKET VALUE.  For purposes of this Article II, fair market value of
one share of the Company's Common Stock shall mean:

    (i)       The average of the closing bid and asked prices of the Common
    Stock quoted in the Over-The-Counter Market Summary, the last reported sale
    price of the Common Stock or the closing price quoted on the Nasdaq Smallcap
    Market System ("SCMS") or on any exchange on which the Common Stock is
    listed, whichever is applicable, as published in the Western Edition of The
    Wall Street Journal for the trading day prior to the date of determination
    of fair market value; or

    (ii)      If the Common Stock is not traded Over-The-Counter, on the SCMS or
    on an exchange, the per share fair market value of the Common Stock shall be
    as determined by mutual agreement of the Company and the Holder; provided,
    however that if such agreement cannot be reached within twenty (20) calendar
    days, such value shall be determined by an independent appraiser appointed
    in good faith by the Company's Board of Directors.  The cost of such
    appraisal shall be borne equally by the Company and the Holder.  Such
    appraiser shall meet the following criteria: (a) it shall not be associated
    or affiliated with the Company in any fashion and shall not have previously
    provided services to the Company; (b) the appraiser shall have reasonable
    qualifications to appraise the value of the Common Stock; (c) it is not (and
    none of its affiliates is) a promoter, director or officer of the Company or
    any of its affiliates or an underwriter with respect to any of the
    securities of the Company; and (d) it does not provide any advice or
    opinions of the Company except as an appraiser under this section.  In the
    event such an appraisal is required it should be conducted under the
    following procedures: the Company shall select the appraiser within ten (10)
    days of receipt of written notice from the Holder that agreement cannot be
    reached and the Company shall submit the name of such appraiser to Holder.
    Twenty (20) days after selection of the appraiser, the Company and the
    Holder shall each submit to the appraiser a single value representing such
    party's contention as to the fair market value of one share of the Company's
    Common Stock.  Within fifteen (15) days after receipt of the submission of
    the Company and the Holder, the appraiser shall select one of the two values
    submitted by the parties, and such value shall be the fair market value of
    one share of the Common Stock for purpose of this Warrant.  The appraiser
    shall have no discretion to take any action other than selection of one of
    the two values submitted to the appraiser.  The partes may submit to the
    appraiser and one another, at the time they submit their respective single
    values, such supporting documentation as they deem necessary or appropriate.
    The parties shall have the opportunity seven (7) business

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Common Stock Warrant
Page 3

    days after receipt of the other party's proposed valuation and supporting
    documentation to provide the appraiser and each other with supplemental
    written information. The appraiser may, in its discretion, hold a single
    six (6) hour hearing on valuation issues.  If a hearing is held, each
    party shall be allocated three (3) hours.  The appraiser may conduct the
    hearing in accordance with any rules of procedure it deems appropriate.
    The value selected by the appraiser shall be final and binding upon the
    parties without any further right of appeal.

2.4    STOCK CERTIFICATES.  In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of Common Stock so
purchased shall be delivered to Holder within a reasonable time and, unless this
Warrant has been fully exercised or has expired, a new Warrant representing the
remaining unexercised Aggregate Price shall also be issued to Holder at such
time.

2.5    AUTOMATIC EXERCISE.  To the extent this Warrant is not previously
exercised, and if the fair market value of one share of the Company's Common
Stock is greater than the Warrant Price, as adjusted, this Warrant shall be
deemed automatically exercised in accordance with Section 2.2 hereof (even if
not surrendered) immediately before its expiration.  For purposes of such
automatic exercise, the fair market value of one share of the Company's Common
Stock upon such expiration shall be the fair market value determined pursuant to
Section 2.3 above.  To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section 2.5, the Company agrees to
notify Holder within a reasonable period of time of the number of shares of the
Company's Common Stock, if any, Holder is to receive by reason of such automatic
exercise.

2.6    STOCK FULLY PAID; RESERVATION OF SHARES.  The Company covenants and
agrees that all Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue thereof
(excluding taxes based on the income of Holder).  The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved for issuance a sufficient number of shares of its Common Stock or other
securities as would be required upon the full exercise of the rights represented
by this Warrant (including conversion of all such Common Stock issuable
hereunder).

2.7    FRACTIONAL SHARES.  No fractional share of Common Stock will be issued in
connection with any exercise hereof; in lieu of a fractional share upon complete
exercise hereof, Holder may purchase a whole share by delivering payment equal
to the appropriate portion of the then effective Warrant Price.


                                     ARTICLE 3
       CERTAIN ADJUSTMENTS OF NUMBER OF SHARES PURCHASABLE AND WARRANT PRICE

       The number and kind of securities purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:

3.1    RECLASSIFICATION, CONSOLIDATION OR MERGER.  In case of:  (i) any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant; (ii) any consolidation or merger of the Company with or into
another corporation (other than a merger with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification, change or exchange of outstanding securities issuable upon
exercise of this Warrant); or (iii) any sale or transfer to another corporation
of all, or substantially all, of the property of the Company, then, and in each
such event, the Company or such successor or purchasing corporation, as the case
may be, shall execute a new Warrant of like form, tenor and effect and which
will provide that Holder shall have the right to exercise such new Warrant and
purchase upon such exercise, in lieu of each share of Common Stock theretofore
issuable upon

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Common Stock Warrant
Page 4

exercise of this Warrant, the kind and amount of securities, money and
property receivable upon such reclassification, change, consolidation,
merger, sale or transfer by a holder of one share of Common Stock issuable
upon exercise of this Warrant had this Warrant been exercised immediately
prior to such reclassification, change, consolidation, merger, sale or
transfer.  Such new Warrant shall be as nearly equivalent in all substantive
respects as practicable to this Warrant and the adjustments provided in this
Article III and the provisions of this Section 3.1, shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales and
transfers.

3.2    SUBDIVISION OR COMBINATION OF SHARES.  If the Company shall at any
time while this Warrant remains outstanding and less than fully exercised:
(i) divide its Company Stock, the Warrant Price shall be proportionately
reduced; or (ii) shall combine shares of its Common Stock, the Warrant Price
shall be proportionately increased.

3.3    STOCK DIVIDENDS.  If the Company, at any time while this Warrant is
outstanding and unexpired, shall pay a dividend payable in, or make any other
distribution to holders of, Common Stock (except any distribution described
in Sections 3.1 and 3.2 hereof) then the Warrant Price shall be adjusted to
that price determined by multiplying the Warrant Price then in effect by a
fraction, the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution,
and the denominator of which shall be the total number of shares of Common
Stock outstanding immediately after such dividend or distribution.

3.4    OTHER ACTION AFFECTING COMMON STOCK.  If the Company takes any action
affecting its Common Stock after the date hereof (including dividends and
distributions), other than an action described in any of Sections 3.1 and 3.2
hereof, which would have an adverse effect upon Holder's rights hereunder,
the Warrant Price shall be adjusted downward in such manner and at such time
as the Board of Directors of the Company shall in good faith determine to be
equitable under the circumstances.

3.5    TIME OF ADJUSTMENTS TO THE WARRANT PRICE.  All adjustments to the
Warrant Price and the number of shares purchasable hereunder, unless
otherwise specified herein, shall be effective as of the earlier of:

    (i)       the date of issue of the security causing the adjustment;

    (ii)      the date of sale of the security causing the adjustment;

    (iii)     the effective date of a division or combination of shares;

    (iv)      the record date of any action of holders of any class of the
    Company's capital stock taken for the purpose of entitling shareholders to
    receive a distribution or dividend payable in equity securities, provided
    that such division, combination, distribution or dividend actually occurs.

3.6    NOTICE OF ADJUSTMENTS.  In each case of an adjustment in the Warrant
Price and the number of shares purchasable hereunder, the Company, at its
expense, shall cause the Chief Financial Officer of the Company to compute such
adjustment and prepare a certificate setting forth such adjustment and showing
in detail the facts upon which such adjustment is based.  The Company shall
promptly mail a copy of each such certificate to Holder pursuant to Section 6.8
hereof.

3.7    DURATION OF ADJUSTED WARRANT PRICE.  Following each adjustment of the
Warrant Price, such adjusted Warrant Price shall remain in effect until a
further adjustment of the Warrant Price.

3.8    ADJUSTMENT OF NUMBER OF SHARES.  Upon each adjustment of the Warrant
Price pursuant to this Article III, the number of shares of Common Stock
purchasable hereunder shall be


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Common Stock Warrant
Page 5

adjusted to the nearest whole share, to the number obtained by dividing the
Aggregate Price by the Warrant Price as adjusted.

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Common Stock Warrant
Page 6

                                     ARTICLE 4
                            TRANSFER, EXCHANGE AND LOSS

4.1    TRANSFER.  This Warrant is transferable on the books of the Company at
its principal office by the registered Holder hereof upon surrender of this
Warrant properly endorsed, subject to compliance with federal and state
securities laws.  The Company shall issue and deliver to the transferee a new
Warrant or Warrants representing the Warrants so transferred.  Upon any partial
transfer, the Company will issue and deliver to Holder a new Warrant or Warrants
with respect to the Warrants not so transferred.  Notwithstanding the foregoing,
Holder shall not be entitled to transfer a number of shares or an interest in
this Warrant representing less than five percent (5%) of the aggregate shares
initially covered by this Warrant (as presently constituted, with appropriate
adjustment being made in the event of stock splits, combinations,
reorganizations and the like occurring after the issue date hereof).  Any
transferee shall be subject to the same restrictions on transfer with respect to
this Warrant as the Purchaser.

4.2    SECURITIES LAWS.  Upon any issuance of shares of Common Stock upon
exercise of this Warrant, it shall be the Company's responsibility to comply
with the requirements of:  (1) the Securities Act of 1933, as amended; (2)
the Securities Exchange Act of 1934, as amended; (3) any applicable listing
requirements of any national securities exchange; (4) any state securities
regulation or "Blue Sky" laws; and (5) requirements under any other law or
regulation applicable to the issuance or transfer of such shares.  If
required by the Company, in connection with each issuance of shares of Common
Stock upon exercise of this Warrant, the Holder will give: (i) assurances in
writing, satisfactory to the Company, that such shares are not being
purchased with a view to the distribution thereof in violation of applicable
laws, (ii) sufficient information, in writing, to enable the Company to rely
on exemptions from the registration or qualification requirements of
applicable laws, if available, with respect to such exercise, and (iii) its
cooperation to the Company in connection with such compliance.

4.3    EXCHANGE.  This Warrant is exchangeable at the principal office of the
Company for Warrants which represent, in the aggregate, the Aggregate Price
hereof; each new Warrant to represent the right to purchase such portion of
the Aggregate Price as Holder shall designate at the time of such exchange.
Each new Warrant shall be identical in form and content to this Warrant,
except for appropriate changes in the number of shares of Common Stock
covered thereby, the percentage stated in Section 4.1 above, and any other
changes which are necessary in order to prevent the Warrant exchange from
changing the respective rights and obligations of the Company and the Holder
as they existed immediately prior to such exchange.

4.4    LOSS OR MUTILATION.  Upon receipt by the Company of evidence
satisfactory to it of the ownership of, and the loss, theft, destruction or
mutilation of, this Warrant and (in the case of loss, theft, or destruction)
of indemnity satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation hereof, the Company will execute and deliver in
lieu hereof a new Warrant.

                                     ARTICLE 5
                                   HOLDER RIGHTS

5.1    NO SHAREHOLDER RIGHTS UNTIL EXERCISE.  No Holder hereof, solely by
virtue hereof, shall be entitled to any rights as a shareholder of the
Company.  Holder shall have all rights of a shareholder with respect to
securities purchased upon exercise hereof at the time:  (i) the cash exercise
price for such securities is delivered pursuant to Section 2.1 hereof and
this Warrant is surrendered, (ii) of delivery of notice of cashless exercise
pursuant to Section 2.2 hereof and this Warrant is surrendered, or (iii) of
automatic exercise hereof (even if not surrendered) pursuant to Section 2.5
hereof.

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Common Stock Warrant
Page 7

                                     ARTICLE 6
                                   MISCELLANEOUS

6.1    GOVERNMENTAL APPROVALS.  The Company will from time to time take all
action which may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and
securities acts filings under federal and state laws, which may be or become
requisite in connection with the issuance, sale, and delivery of this
Warrant, and the issuance, sale and delivery of the Common Stock or other
securities or property issuable or deliverable upon exercise of this Warrant.

6.2    GOVERNING LAWS.  IT IS THE INTENTION OF THE PARTIES HERETO THAT EXCEPT
AS SET FORTH BELOW, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, U.S.A.
(IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES) SHALL GOVERN THE VALIDITY OF
THIS WARRANT, THE CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO.

6.3    BINDING UPON SUCCESSORS AND ASSIGNS.  Subject to, and unless otherwise
provided in, this Warrant, each and all of the covenants, terms, provisions,
and agreements contained herein shall be binding upon, and inure to the
benefit of the permitted successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.

6.4    SEVERABILITY.  If any one or more provisions of this Warrant, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Warrant and the application of such
provisions to other persons or circumstances shall be interpreted so as best
to reasonably effect the intent of the parties hereto.  The parties further
agree to replace any such void or unenforceable provisions of this Warrant
with valid and enforceable provisions which will achieve, to the extent
possible, the economic, business and other purposes of the void or
unenforceable provisions.

6.5    DEFAULT, AMENDMENT AND WAIVERS.  This Warrant may be amended upon the
written consent of the Company and the holders in the aggregate of the right
to purchase a majority of the number of unexercised shares covered by the
Warrant initially issued by the Company pursuant to the Consulting Agreement.
 The waiver by a party of any breach hereof for default in payment of any
amount due hereunder or default in the performance hereof shall not be deemed
to constitute a waiver of any other default or any succeeding breach or
default.  The failure to cure any breach of any term of this Warrant within
ten (10) days of written notice thereof shall constitute an event of default
under this Warrant.

6.6    NO WAIVER.  The failure of any party to enforce any of the provisions
hereof shall not be construed to be a waiver of the right of such party
thereafter to enforce such provisions.

6.7    ATTORNEYS' FEES.  Should suit be brought to enforce or interpret any
part of this Warrant, the prevailing party shall be entitled to recover, as
an element of the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses
and fees on any appeal).  The prevailing party shall be the party entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment.  A party not entitled to recover its costs shall not be entitled to
recover attorneys' fees.  No sum for attorneys' fees shall be counted in
calculating the amount of a judgment for purposes of determining if a party
is entitled to recover costs or attorneys' fees.

6.8    NOTICES.  Whenever any party hereto desires or is required to give any
notice, demand, or request with respect to this Warrant, each such
communication shall be in writing and shall be effective only if it is
delivered by personal service or mailed, United States certified mail,
postage prepaid, return receipt requested, addressed as follows:

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Common Stock Warrant
Page 8

              Company:      NHancement Technologies Inc.
                            39420 Liberty Street
                            Suite 250
                            Fremont, California 94538
                            Attn:  Douglas S. Zorn

              Holder:       James S. Gillespie
                            198 Country Club Drive #35
                            Incline Village, Nevada 89451

Such communications shall be effective when they are received by the addressee
thereof; but if sent by certified mail in the manner set forth above, they shall
be effective three (3) business days after being deposited in the United States
mail.  Any party may change its address for such communications by giving notice
thereof to the other party in conformity with this Section.


6.9    TIME.  Time is of the essence of this Warrant.

6.10   CONSTRUCTION OF AGREEMENT.  A reference in this Warrant to any
Section shall include a reference to every Section the number of which begins
with the number of the Section to which reference is specifically made (E.G., a
reference to Section 3 shall include a reference to Sections 3.5 and 3.7).  The
titles and headings herein are for reference purposes only and shall not in any
manner affect the interpretation of this Warrant.

6.11   NO ENDORSEMENT.  Holder understands that no federal or state securities
administrator has made any finding or determination relating to the fairness of
investment in the Company or purchase of the Common Stock hereunder and that no
federal or state securities administrator has recommended or endorsed the
offering of securities by the Company hereunder.

6.12   PRONOUNS.  All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person, persons, entity or entities may require.

6.13   FURTHER ASSURANCES.  Each party agrees to cooperate fully with the other
parties and to execute such further instruments, documents and agreements and to
give such further written assurances, as may be reasonably requested by any
other party to better evidence and reflect the transactions described herein and
contemplated hereby, and to carry into effect the intents and purposes of this
Warrant.



                           NHancement Technologies Inc., a Delaware corporation


                           By: /s/ DOUGLAS S. ZORN
                              ----------------------------------------
                           Douglas S. Zorn, Chief Executive Officer


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Common Stock Warrant
Page 9

                                    EXHIBIT A-1

                     NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                          BY CASH PAYMENT OF WARRANT PRICE

                                   DATE: ____________________

_________________________          Aggregate Price of Warrant
_________________________          Before Exercise:            $______________
_________________________          Aggregate Price
                                   Being Exercised:            $______________
                                   Attention:  Chief Financial Officer

                                   Warrant Price:       $___________ per share

                                   Number of Shares of Common Stock to be Issued
                                   Under this Notice:_______________

                                   Remainder Aggregate
                                   Price (if any) After Issuance:$____________



                                   CASH EXERCISE

Gentlemen:

       The undersigned registered Holder of the Common Stock Warrant
delivered herewith ("WARRANT"), hereby irrevocably exercises such Warrant
for, and purchases thereunder, shares of the Common Stock of NHancement
Technologies, Inc., a Delaware corporation, as provided below.  Capitalized
terms used herein, unless otherwise defined herein, shall have the meanings
given in the Warrant. The portion of the Aggregate Price (as defined in the
Warrant) to be applied toward the purchase of Common Stock pursuant to this
Notice of Exercise is $           , thereby leaving a remainder Aggregate
Price (if any) equal to $        .  Such exercise shall be pursuant to the
cash exercise provisions of Section 2.1 of the Warrant.  Therefore, Holder
makes payment with this Notice of Exercise by way of check payable to the
Company in the amount of $            . Such check is payment in full under
the Warrant for                  shares of Common Stock based upon the
Warrant Price of $             per share, as currently in effect under the
Warrant.  Holder requests that the certificates for the purchased shares of
Common Stock be issued in the name of and delivered to "
                 ",                                 . To the extent the
foregoing exercise is for less than the full Aggregate Price, a Replacement
Warrant representing the remainder of the Aggregate Price and otherwise of
like form, tenor and effect should be delivered to Holder along with the
share certificates evidencing the Common Stock issued in response to this
Notice of Exercise.

                                                 By:
                                                    -------------------------
                                                              [NAME]

                                        NOTE

       The execution to the foregoing Notice of Exercise must exactly
correspond to the name of the Holder on the Warrant.

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Common Stock Warrant
Page 10

                                  EXHIBIT A-2

                     NOTICE OF EXERCISE OF COMMON STOCK WARRANT
               PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS

                                   [DATE]

___________________________        Aggregate Price of Warrant
___________________________        Before Exercise:     $___________________
___________________________        Aggregate Price
Attention: Chief Financial         Being Exercised:     $___________________
       Officer

                                   Warrant Price:  $_______ per share

                                   Number of Shares of Common Stock to be
                                   Issued Under this Notice:________________


                                   Remainder Aggregate
                                   Price (if any) After Issuance: $__________



                                 CASHLESS EXERCISE

Gentlemen:

       The undersigned, registered Holder of the Common Stock Warrant
delivered herewith ("WARRANT", hereby irrevocably exercises such Warrant for,
and purchases thereunder, shares of the Common Stock of _NHancement
Technologies Inc., a Delaware corporation, as provided below.  Capitalized
terms used herein, unless otherwise defined herein, shall have the meanings
given in the Warrant. The portion of the Aggregate Price (as defined in the
Warrant) to be applied toward the purchase of Common Stock pursuant to this
Notice of Exercise is $            , thereby leaving a remainder Aggregate
Price (if any) equal to $       .  Such exercise shall be pursuant to the net
issue exercise provisions of Section 2.2 of the Warrant; therefore, Holder
makes no payment with this Notice of Exercise.  The number of shares to be
issued pursuant to this exercise shall be determined by reference to the
formula in Section 2.2 of the Warrant which, by reference to Section 2.3,
requires the use of the current per share fair market value of the Company's
Common Stock.  The current fair market value of one share of the Company's
Common Stock shall be determined in the manner provided in Section 2.3, which
amount has been determined or agreed to by Holder and the Company to be
$        , which figure is acceptable to Holder for calculations of the
number of shares of Common Stock issuable pursuant to this Notice of Exercise
[SPECIFY ANY ALTERNATIVE ARRANGEMENTS TO THE FOREGOING, IF NECESSARY OR
APPLICABLE]. Holder requests that the certificates for the purchased shares of
Common Stock be issued in the name of and delivered to "___________________",.
To the extent the foregoing exercise is for less than the full Aggregate Price
of the Warrant, a replacement Warrant representing the remainder of the
Aggregate Price (and otherwise of like form, tenor and effect) shall be
delivered to Holder along with the share certificate evidencing the Common
Stock issued in response to this Notice of Exercise.

                                                 By:
                                                    ---------------------------
                                                              [NAME]

                                        NOTE

     The execution to the foregoing Notice of Exercise must exactly
correspond to the name of the Holder on the Warrant.