<PAGE>

                                  EXHIBIT 4.30



NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE
HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
PROVISIONS OF THE SECURITIES ACT.

                             STOCK PURCHASE WARRANT

                  To Purchase 120,000 Shares of Common Stock of

                          NHANCEMENT TECHNOLOGIES INC.

                  THIS CERTIFIES that, for value received, Kedrick Investments
Limited (the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after May 23, 2000 (the
"Issuance Date") and on or prior to the close of business on May 23, 2003 (the
"Termination Date") but not thereafter, to subscribe for and purchase from
NHancement Technologies Inc., a Delaware corporation (the "Company"), up to one
hundred twenty thousand (120,000) shares (the "Warrant Shares") of Common Stock,
$.01 par value, of the Company (the "Common Stock"). The purchase price of one
share of Common Stock (the "Exercise Price") under this Warrant shall be $20.82.
The Exercise Price and the number of shares for which the Warrant is exercisable
shall be subject to adjustment as provided herein. In the event of any conflict
between the terms of this Warrant and the Common Stock Purchase Agreement dated
May 23, 2000 pursuant to which this Warrant has been issued (the "Purchase
Agreement"), the Purchase Agreement shall control. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.

                  1. TITLE TO WARRANT. Prior to the Termination Date hereof and
subject to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

                  2. AUTHORIZATION OF SHARES. The Company covenants that all
shares of Common Stock which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the 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

                                       1

<PAGE>

thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

                  3. EXERCISE OF WARRANT. Except as provided in Section 4
herein, exercise of the purchase rights represented by this Warrant may be
made at any time or times on or after the Issuance Date hereof and before the
close of business on the Termination Date hereof. Exercise of this Warrant or
any part hereof shall be effected by the surrender of this Warrant and the
Notice of Exercise Form annexed hereto duly executed, at the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the registered holder hereof at the address of such
holder appearing on the books of the Company) and upon payment of the
Exercise Price of the shares thereby purchased by wire transfer or cashier's
check drawn on a United States bank, the holder of this Warrant shall be
entitled to receive a certificate for the number of shares of Common Stock so
purchased. Certificates for shares purchased hereunder shall be delivered to
the holder hereof within three (3) Trading Days after the date on which this
Warrant shall have been exercised as aforesaid. This Warrant shall be deemed
to have been exercised and such certificate or certificates 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 Holder, if
any, pursuant to Section 5 prior to the issuance of such shares, have been
paid. 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 shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant. This Warrant may also be exercised by means of a "cashless exercise"
upon surrender of this Warrant and the Notice of Cashless Exercise Form
annexed hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to
the registered holder hereof at the address of such holder appearing on the
books of the Company), in which the holder shall be entitled to receive a
certificate for the number of shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

(A) = the average of the high and low trading prices per share of Common Stock
on the Trading Day preceding the date of such election;

(B) = the Exercise Price of the Warrants; and

(X) = the number of shares issuable upon exercise of the Warrants in accordance
with the terms of this Warrant.

                  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 the Exercise Price.

                  5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such

                                      2

<PAGE>

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 of this
Warrant or in such name or names as may be directed by the holder of this
Warrant; provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of the holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the holder hereof;
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
shareholder books or records in any manner which prevents the timely exercise of
this Warrant.

                  7. TRANSFER, DIVISION AND COMBINATION. (a) Subject to
compliance with any applicable securities laws, transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, 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 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 shares of Common Stock 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 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.

                  8. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant
does not entitle the holder hereof 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, 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,

                                      3

<PAGE>

theft, destruction or mutilation of this Warrant certificate 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
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 of Common Stock, (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 of this Warrant shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which he 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 of this Warrant 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 resulting from 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) 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 all or
substantially all 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 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

                                      4
<PAGE>

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 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 shares of Common Stock for which this Warrant
is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 11. For purposes of this Section 11,
"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 11 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

                  12. 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.

                  13. 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 promptly mail by registered or certified mail, return receipt
requested, to the holder of this Warrant notice of such adjustment or
adjustments setting forth 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. Such notice, in
the absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

                  14. 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,

                                      5

<PAGE>

                      (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 (i)
at least 30 days' prior written notice of the date on which a record date
shall be selected for such dividend, distribution or right or for determining
rights to vote in respect of any such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution, liquidation
or winding up, at least 30 days' prior written notice of the date when the
same shall take place. Such notice in accordance with the foregoing clause
also shall specify (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, the date on which the
holders of Common Stock shall be entitled to any such dividend, distribution
or right, and the amount and character thereof, and (ii) the date on which
any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take
place and the time, if any such time is to be fixed, as of which the holders
of Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice 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 16(d).

                  15. 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 Principal Market
upon which the Common Stock may be listed.

                      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 against impairment. Without limiting the
generality of the foregoing, the Company will (a) not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant
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 shares of Common Stock upon the exercise of this
Warrant, and (c) use all 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.

                                      6
<PAGE>

                           Upon the request of Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form reasonably satisfactory to Holder, the continuing validity
of this Warrant and the obligations of the Company hereunder.

                           Before taking any action which would cause an
adjustment reducing the current Exercise Price below the then par value, if
any, of the shares of Common Stock issuable upon exercise of the Warrants,
the Company shall take any corporate action which may be necessary in order
that the Company may validly and legally issue fully paid and non-assessable
shares of such Common Stock at such adjusted Exercise Price.

                           Before  taking any action  which would result in
an adjustment in the number of shares of Common Stock 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.

                  16.      MISCELLANEOUS.

                           (a)      JURISDICTION. This Warrant shall be
binding upon any successors or assigns of the Company. This Warrant shall
constitute a contract under the laws of New York without regard to its
conflict of law principles or rules, and be subject to arbitration pursuant
to the terms set forth in the Purchase Agreement.

                           (b)      RESTRICTIONS. The holder hereof
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 rights hereunder
terminate on the Termination Date hereof. If the Company willfully fails to
comply with any material provision of this Warrant, 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
hereof 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 affirmative action by Holder to purchase shares
of Common Stock, and no enumeration herein of the rights or privileges of
Holder hereof, 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.

                                      7

<PAGE>

                           (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.

                                      8

<PAGE>

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


Dated: May 23, 2000
                                            NHANCEMENT TECHNOLOGIES INC.



                                            By: /s/ Douglas S. Zorn
                                               --------------------------------
                                               Douglas S. Zorn, President & CEO

                                      9

<PAGE>

                               NOTICE OF EXERCISE



To:      NHancement Technologies Inc.



                  (1) The undersigned hereby elects to purchase ________ shares
of Common Stock (the "Common Stock"), of NHancement Technologies Inc. pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.

                  (2) Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


                      _________________________
                      (Name)

                      _________________________
                      (Address)

                      _________________________


Dated:


                                             _____________________________
                                             Signature



<PAGE>


                      NOTICE OF EXERCISE CASHLESS EXERCISE



                                           DATE:


___________________________________        Aggregate Price of Warrant
___________________________________        Before Exercise:  $ _______________
___________________________________        Aggregate Price
Attention:  Chief Financial Officer        Being Exercised:  $ _______________

                                           Warrant Price: $__________per share

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

                                           Remained 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 Exercise 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 Exercise Price (if any) equal to $__________. Such exercise shall
be pursuant to the net issue exercise provisions of Section 3 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 3 of the Warrant which, by reference to
Section 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
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

                                      2

<PAGE>

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.

                                      3

<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 an fiduciary or other
representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

<PAGE>


                   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 Officer    Being Exercised:  $______________

                                       Warrant Price:  $________ per share

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

                                       Remained 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 Exercise 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
Exercise Price (if any) equal to $________. Such exercise shall be pursuant
to the net issue exercise provisions of Section 3 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 3 of the Warrant which, by reference to Section 3,
requires the use of the high and low trading price of the Company's Common
Stock on the Trading Day preceding the date of such election. The high and
low trading price of the Company's Common Stock has been determined or agreed
to by Holder and the Company to be $______ and $_________, respectively,
which figure is acceptable to Holder for calculations of the number of shares
of Common Stock issuable pursuant to this Notice of Exercise. 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

<PAGE>

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.