<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4-2.txt
<DESCRIPTION>EXHIBIT 4-2
<TEXT>
<PAGE>

                                   EXHIBIT 4.2


         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED
         SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
         THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR
         SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF
         AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
         COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH
         REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS.


                                     WARRANT

No.                                                         December 31, 2001


                  To Purchase _______ Shares of Common Stock of
        Ceco Environmental Corp., a New York corporation (the "Company")

     Number of Shares; Exercise Price; Term. This certifies that for good and
valuable consideration, receipt and sufficiency of which are hereby acknowledged
__________________ ("Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time after the date hereof and at or
prior to 11:59 p.m. Central Time, on December 31, 2006 (the "Expiration Time"),
but not thereafter, to acquire from the Company, in whole or in part, from time
to time, up to ________________________ (____________) fully paid and
nonassessable shares (the "Shares") of common stock, $____ par value, of the
Company ("Common Stock"), at a purchase price of $3.60 per share (the "Exercise
Price"). The right to purchase all of the Shares under the Warrant shall vest
immediately upon issuance of this Warrant. The number of Shares, type of
security and Exercise Price are subject to adjustment as provided herein, and
all references to "Common Stock" and "Exercise Price" herein shall be deemed to
include any such adjustment or series of adjustments.

     Exercise of Warrant. The purchase rights represented by this Warrant are
exercisable by the Holder, in whole or in part, at any time, or from time to
time, prior to the Expiration Time and after the time a registration statement
registering the shares of Common Stock issuable upon exercise of this Warrant
has been declared effective by the Securities and Exchange Commission, by the
surrender of this Warrant and the Notice of Exercise annexed hereto, all duly
completed and executed on behalf of the Holder, at the office of the Company in
Toronto, Ontario, Canada (or such other office or agency of the Company as it
may designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company) and upon payment of the Exercise Price
for the Shares thereby purchased (by cash, certified or cashier's check, or wire
transfer payable to the Company). Thereupon, the Holder as the holder of this
Warrant, shall be entitled to receive from the Company a stock certificate in
proper form representing the number of Shares so purchased, and a new Warrant in
substantially identical form and dated as of such exercise for the purchase of
that number of Shares equal to the difference, if any, between the number of
Shares subject hereto and the number of Shares as to which this Warrant is so
exercised.

                                       1
<PAGE>

     Issuance of Shares. Certificates for Shares purchased hereunder shall be
delivered to the Holder within a reasonable time after the date on which this
Warrant shall have been exercised in accordance with the terms hereof. All
Shares that may be issued upon the exercise of this Warrant shall, upon such
exercise, be duly and validly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issuance thereof (other than liens or charges created by or imposed upon the
Holder as the holder of the Warrant or taxes in respect of any transfer
occurring contemporaneously or otherwise specified herein). The Company agrees
that the Shares so issued shall be and shall for all purposes be deemed to have
been issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been exercised or
converted in accordance with the terms hereof. The Company will at all times
reserve and keep available, solely for issuance, sale and delivery upon the
exercise of this Warrant, such number of Shares, equal to the number of such
Shares purchasable upon the exercise of this Warrant.

     No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional Warrant Share to which the Holder as the holder would otherwise
be entitled, the Holder shall be entitled, at its option, to receive either (i)
a cash payment equal to the excess of fair market value for such fractional
Warrant Share above the Exercise Price for such fractional share (as determined
in good faith by the Company) or (ii) a whole Warrant Share if the Holder
tenders the Exercise Price for one whole share.

     No Rights as Shareholders. This Warrant does not entitle the Holder as a
holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.

     Exchange and Registry of Warrant. This Warrant is exchangeable, upon the
surrender hereof by Holder as the registered holder at the above-mentioned
office or agency of the Company, for a new Warrant of substantially identical
form and dated as of such exchange. The Company shall maintain at the
above-mentioned office or agency a registry showing the name and address of
Holder as the registered Holder of this Warrant. This Warrant may be surrendered
for exchange or exercise, in accordance with its terms, at the office of the
Company, and the Company shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.

     Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation
and reissuance, in lieu of this Warrant.

                                       2
<PAGE>

     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 or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday or a Sunday or a legal holiday.

     Adjustments of Rights. The purchase price per Share and/or the number of
Shares purchasable hereunder are subject to adjustment from time to time as
follows:

          Merger or Consolidation. If at any time there shall be a merger or a
     consolidation of the Company with or into another corporation when the
     Company is not the surviving corporation, then, as part of such merger or
     consolidation, lawful provision shall be made so that the Holder as the
     holder of this Warrant shall thereafter be entitled to receive upon
     exercise of this Warrant, during the period specified herein and upon
     payment of the aggregate Exercise Price then in effect, the number of
     shares of stock or other securities or property (including cash) of the
     successor corporation resulting from such merger or consolidation, to which
     the Holder as the holder of the stock deliverable upon exercise of this
     Warrant would have been entitled in such merger or consolidation if this
     Warrant had been exercised immediately before such merger or consolidation.
     In any such case, appropriate adjustment shall be made in the application
     of the provisions of this Warrant with respect to the rights and interests
     of the Holder as the holder of this Warrant after the merger or
     consolidation. This provision shall apply to successive mergers or
     consolidations.

          Reclassification, Recapitalization, etc. If the Company at any time
     shall, by subdivision, combination or reclassification of securities,
     recapitalization, automatic conversion, or other similar event affecting
     the number or character of outstanding shares of Common Stock, or
     otherwise, change any of the securities as to which purchase rights under
     this Warrant exist into the same or a different number of securities of any
     other class or classes, this Warrant shall thereafter represent the right
     to acquire such number and kind of securities as would have been issuable
     as the result of such change with respect to the securities that were
     subject to the purchase rights under this Warrant immediately prior to such
     subdivision, combination, reclassification or other change.

          Split, Subdivision or Combination of Shares. If the Company at any
     time while this Warrant remains outstanding and unexpired shall split,
     subdivide or combine the securities as to which purchase rights under this
     Warrant exist, the Exercise Price shall be proportionately decreased in the
     case of a split or subdivision or proportionately increased in the case of
     a combination.

          Common Stock Dividends. If the Company at any time while this Warrant
     is outstanding and unexpired shall pay a dividend with respect to Common
     Stock payable in shares of Common Stock, or make any other distribution
     with respect to Common Stock payable in shares of Common Stock, then the
     Exercise Price shall be adjusted, from and after the date of determination
     of the shareholders entitled to receive such dividend or distribution, to
     that price determined by multiplying the Exercise Price in effect
     immediately prior to such date of determination by a fraction (i) the
     numerator of which shall be the total number of shares of Common Stock
     outstanding immediately prior to such dividend or distribution, and (ii)
     the denominator of which shall be the total number of shares of Common
     Stock outstanding immediately after such dividend or distribution.

                                       3
<PAGE>

     Adjustment of Exercise Price for Dilutive Events. If and whenever on or
after the date of this Warrant but on or prior to the date two years after the
Form S-1 described in Section 17 is declared effective by the SEC, the Company
issues, sells or grants shares of Common Stock, or in accordance with Section 11
below is deemed to have issued, sold or granted shares of Common Stock for
consideration per share less than the Exercise Price (the "Dilutive Price") in
effect immediately prior to the time of such issuance or sale (a "Dilutive
Event"), then forthwith upon the occurrence of any such Dilutive Event the
Exercise Price shall be reduced so that the Exercise Price in effect immediately
following the Dilutive Event will equal the Dilutive Price; provided, however,
that shares of Common Stock issued for consideration per share less than the
Exercise Price shall not be taken into account under this Section 10 if such
shares are issued in connection with: (i) the exercise of warrants and options
outstanding as of the date of this Warrant, (ii) the issuance of options or
warrants or the receipt of shares or exercise of such options or warrants with
respect to employees and officers of the Company or its subsidiaries pursuant to
the Company's 1997 Stock Option Plan (other than to Affiliates of the Company)
or the 1999 Employee Stock Purchase Plan; (iii) the issuance of warrants or
options and the receipt of stock on exercise of such options or warrants with
respect to directors of the Company and up to 250,000 options or warrants to be
issued to Consultants of the Company, (iv) reincorporation of the Company in
Delaware, or (v) any merger, acquisition, bank financing or lending transaction
approved by the Company's Board of Directors provided that no Affiliate of the
Company is a party to such transactions.

     Issuance and Sale of Shares of Common Stock. For purposes of determining
the adjusted Exercise Price pursuant to Section 10 above, the following events
shall be deemed to be an issuance and sale of shares of Common Stock by the
Company:

          Issuance of Rights or Options. If (i) the Company, in any manner,
     hereafter grants any rights or options to subscribe for, or to purchase,
     shares of Common Stock, or any securities convertible into or exchangeable
     for any shares of Common Stock (such rights or options referred to herein
     as "Options" and such convertible or exchangeable securities referred to
     herein as "Convertible Securities") and (ii) the price per share of Common
     Stock issuable upon the exercise of such Options or upon conversion or
     exchange of such Convertible Securities is less than the Exercise Price in
     effect immediately prior to the time of the granting of such Options, then
     the shares of Common Stock issuable upon the exercise of such Options or
     upon conversion or exchange of such Convertible Securities will be deemed
     to have been issued and sold by the Company for such lesser price per
     share. For the purposes of this Section 11 the "Price Per Share" is
     determined by dividing (i) the total amount, if any, received by the
     Company as consideration for the granting of such Options, plus the minimum
     aggregate amount of additional consideration payable to the Company upon
     exercise of all such Options, plus in the case of such Options which relate
     to Convertible Securities, the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the issuance or sale of
     such Convertible Securities and the conversion or exchange thereof, by (ii)
     the total maximum number of shares of Common Stock issuable upon the
     exercise of such Options or upon the conversion or exchange of all such
     Convertible Securities issuable upon the exercise of such Options (without
     taking into account potential anti-dilution adjustments or the terms of
     such investments). No further adjustment of the Exercise Price will be made
     when Convertible Securities are actually issued upon the exercise of such
     Options or when shares of Common Stock are actually issued upon the
     exercise of such Options or the conversion or exchange of such Convertible
     Securities.

                                       4
<PAGE>

          Calculation of Consideration Received. If any Shares, Options or
     Convertible Securities are issued or sold or deemed to have been issued or
     sold for cash, the consideration received therefor or the Price Per Unit,
     as the case may be, will be deemed to be the net amount received or to be
     received, respectively, by the Company therefor. In case any Shares,
     Options or Convertible Securities are issued or sold for a consideration
     other than cash, the amount of the consideration other than cash received
     by the Company or the non-cash portion of the Price Per Share, as the case
     may be, will be the fair market value of such consideration received or to
     be received, respectively, by the Company. If any Shares, Options or
     Convertible Securities are issued in connection with any merger in which
     the Company is the surviving Company, the amount of consideration therefor
     will be deemed to be the fair value of such portion of the net assets and
     business of the non-surviving Company as is attributable to such Shares,
     Options or Convertible Securities, as the case may be. The fair value of
     any consideration other than cash and marketable securities will be
     determined by the Company.

          Integrated Transactions. In case any Option is issued in connection
     with the issuance or sale of other securities of the Company, together
     comprising one integrated transaction in which no specific consideration is
     allocated to such Option by the parties thereto, the Option will be deemed
     to have been issued for a consideration of $.01.

          Upon the expiration or termination of any such Option or Convertible
     Security which has not been exercised in whole or in part, the Exercise
     Price shall be recomputed as if the Dilutive Event giving rise to such
     adjustment in the Exercise Price had never occurred and the Warrant Price
     and the number of Shares for which the Warrant is exercisable shall be
     recomputed to the extent that Holder has not exercised the Warrant
     (determined as if the unexercised part of the Warrant were the only portion
     of the Warrant issued to the Holder on the date hereof).

     Adjustment of Number of Shares. Upon each adjustment in the Exercise Price
pursuant to Sections 9 or 10 hereof, the number of Shares purchasable hereunder
shall be adjusted, to the nearest whole Share, to the product obtained by
multiplying the number of Shares purchasable immediately prior to such
adjustment by a fraction (i) the numerator of which shall be the Exercise Price
immediately prior to such adjustment, and (ii) the denominator of which shall be
the Exercise Price immediately after such adjustment.

     Notice of Adjustments; Notices. Whenever the Exercise Price or number or
type of securities issuable hereunder shall be adjusted pursuant to Sections 9,
10 or 12 hereof, the Company shall issue and provide to the Holder as the holder
of this Warrant, within ten (10) days after the event requiring the adjustment,
a certificate signed by an officer of the Company setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated and the Exercise Price and number
of Shares purchasable hereunder after giving effect to such adjustment.

                                       5
<PAGE>

     Governing Law. This Warrant shall be binding upon any successors or assigns
of the Company. This Warrant shall constitute a contract under the laws of
Illinois and for all purposes shall be construed in accordance with and governed
by the laws of said state, without giving effect to the conflict of laws
principles.

     Amendments. This Warrant may be amended and the observance of any term of
this Warrant may be waived only with the written consent of the Company and the
Holder as the holder hereof.

     Notice. All notices hereunder shall be in writing and shall be effective
(a) on the day on which delivered if delivered personally or transmitted by
telecopier with evidence of receipt, (b) one business day after the date on
which the same is delivered to a nationally recognized overnight courier service
with evidence of receipt, or (c) five business days after the date on which the
same is deposited, postage prepaid, in the U.S. mail, sent by certified or
registered mail, return receipt requested, and addressed to the party to be
notified at the address indicated below for the Company, or at the address for
the Holder set forth in the registry maintained by the Company pursuant to
Section 6, or at such other address and/or telecopy and/or to the attention of
such other person as the Company or the Holder as the holder may designate by
ten-day advance written notice. Any notice to the Company shall include a copy
sent in the same manner as notices sent hereunder to Leslie J. Weiss, Sugar,
Friedberg & Felsenthal, 30 N. LaSalle, Suite 2600, Chicago, IL 60602.

     Registration of the Shares; Compliance with the Securities Act.

     Registration Procedures and Expenses. The Company shall:

               prepare and file with the SEC as soon as possible, but no later
                    than 90 days after the date first written above, a
                    registration statement (a "Registration Statement") to
                    enable the resale of the Shares by the Holder from time to
                    time through public markets or in privately-negotiated
                    transactions;

               use  its best efforts, subject to receipt of necessary
                    information from the Holder, to cause the Registration
                    Statement to become effective within 150 days after the date
                    first written above;

               use  its best efforts to prepare and file with the SEC such
                    amendments and supplements to each Registration Statement
                    and the Prospectus used in connection therewith as may be
                    necessary to keep such Registration Statement current and
                    effective for a period not exceeding, with respect to
                    Holder's Shares, the earlier of (i) the date on which the
                    Holder may sell all Shares then held by the Holder without
                    restriction by the volume limitations of Rule 144(k) of the
                    Securities Act, (ii) such time as all Shares held by Holder
                    have been sold pursuant to a registration statement, or
                    (iii) five years from the date hereof.

                                       6
<PAGE>

               furnish to the Holder with respect to the Shares registered under
                    the Registration Statement such number of copies of the
                    Registration Statement, Prospectuses and Preliminary
                    Prospectuses in conformity with the requirements of the
                    Securities Act and such other documents as the Holder may
                    reasonably request, in order to facilitate the public sale
                    or other disposition of all or any of the Shares by the
                    Holder, provided, however, that the obligation of the
                    Company to deliver copies of Prospectuses or Preliminary
                    Prospectuses to the Holder shall be subject to the receipt
                    by the Company of reasonable assurances from the Holder that
                    the Holder will comply with the applicable provisions of the
                    Securities Act and of such other securities or blue sky laws
                    as may be applicable in connection with any use of such
                    Prospectuses or Preliminary Prospectuses;

               file documents required of the Company for normal blue sky
                    clearance in states specified in writing by the Holder;

               bear all Company expenses in connection with the procedures in
                    paragraph (a) through (e) of this Section 17.1 and
                    Purchaser's legal fees of up to $25,000 under the
                    Subscription Agreement of even date herewith and for all
                    Holders of Warrants issued on the date hereof in the
                    aggregate) and the registration of the Shares pursuant to
                    the Registration Statement and the Purchasers shall pay any
                    commissions, mark-ups, or similar selling expenses; and

               advise the Holder, promptly after it shall receive notice or
                    obtain knowledge of the issuance of any stop order by the
                    SEC delaying or suspending the effectiveness of the
                    Registration Statement or of the initiation or threat of any
                    proceeding for that purpose; and it will promptly use its
                    reasonable efforts to prevent the issuance of any stop order
                    or to obtain its withdrawal at the earliest possible moment
                    if such stop order should be issued.

     The Company understands that the Holder disclaims being an underwriter, but
the Holder being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has hereunder.

     Transfer of Shares After Registration; Suspension.

               The  Holder agrees that it will, except as contemplated in the
                    Registration Statement referred to in Section 17.1, promptly
                    notify the Company of any changes in the information set
                    forth in the Registration Statement regarding the Holder or
                    its plan of distribution.

                                       7
<PAGE>

               Except in the event that paragraph (c) below applies, the Company
                    shall (i) if deemed necessary by the Company, prepare and
                    file from time to time with the SEC a post-effective
                    amendment to each Registration Statement or a supplement to
                    the related Prospectus or a supplement or amendment to any
                    document incorporated therein by reference or file any other
                    required document so that such Registration Statement will
                    not contain an untrue statement of a material fact or omit
                    to state a material fact required to be stated therein or
                    necessary to make the statements therein not misleading, and
                    so that, as thereafter delivered to purchasers of the Shares
                    being sold thereunder, such Prospectus will not contain an
                    untrue statement of a material fact or omit to state a
                    material fact required to be stated therein or necessary to
                    make the statements therein, in light of the circumstances
                    under which they were made, not misleading; (ii) provide the
                    Holder copies of any documents filed pursuant to Section
                    17.2(b)(i); and (iii) inform each Holder that the Company
                    has complied with its obligations in Section 17.2(b)(i) (or
                    that, if the Company has filed a post-effective amendment to
                    the Registration Statement which has not yet been declared
                    effective, the Company will notify the Holder to that
                    effect, will use its reasonable efforts to secure the
                    effectiveness of such post-effective amendment as promptly
                    as possible and will promptly notify the Holder pursuant to
                    Section 17.2(b)(i) hereof when the amendment has become
                    effective).

               Subject to paragraph (d) below, in the event (i) of any request
                    by the SEC or any other federal or state governmental
                    authority during the period of effectiveness of each
                    Registration Statement for amendments or supplements to a
                    Registration Statement or related Prospectus or for
                    additional information; (ii) of the issuance by the SEC or
                    any other federal or state governmental authority of any
                    stop order suspending the effectiveness of a Registration
                    Statement or the initiation of any proceedings for that
                    purpose; (iii) of the receipt by the Company of any
                    notification with respect to the suspension of the
                    qualification or exemption from qualification of any of the
                    Shares for sale in any jurisdiction or the initiation or
                    threatening of any proceeding for such purpose; or (iv) of
                    any event or circumstance which, upon the advice of its
                    counsel, necessitates the making of any changes in such
                    Registration Statement or Prospectus, or any document
                    incorporated or deemed to be incorporated therein by
                    reference, so that, in the case of the Registration
                    Statement, it will not contain any untrue statement of a
                    material fact or any omission to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein not misleading, and that in the case of
                    the Prospectus, it will not contain any untrue statement of
                    a material fact or any omission to state a material fact
                    required to be stated therein or necessary to make the
                    statements therein, in the light of the circumstances under
                    which they were made, not misleading; then the Company shall
                    deliver a certificate in writing to the Holder (the
                    "Suspension Notice") to the effect of the foregoing and,
                    upon receipt of such Suspension Notice, the Holder will
                    refrain from selling any Shares pursuant to such
                    Registration Statement (a "Suspension") until the Holder's
                    receipt of copies of a supplemented or amended Prospectus
                    prepared and filed by the Company, or until it is advised in
                    writing by the Company that the current Prospectus may be
                    used, and has received copies of any additional or
                    supplemental filings that are incorporated or deemed
                    incorporated by reference in any such Prospectus. In the
                    event of any Suspension, the Company will use its best
                    efforts to cause the use of the Prospectus so suspended to
                    be resumed as soon as reasonably practicable within 20 days
                    after the delivery of a Suspension Notice to the Holder. In
                    addition to and without limiting any other remedies
                    (including, without limitation, at law or at equity)
                    available to the Holder, the Holder shall be entitled to
                    specific performance in the event that the Company fails to
                    comply with the provisions of this Section 17.2(c).

                                       8
<PAGE>

               Provided that a Suspension is not then in effect the Holder may
                    sell Shares under the Registration Statement, provided that
                    it arranges for delivery of a current Prospectus to the
                    transferee of such Shares. Upon receipt of a request
                    therefor, the Company has agreed to provide an adequate
                    number of current Prospectuses to the Holder and to supply
                    copies to any other parties requiring such Prospectuses.

     Indemnification. For the purpose of this Section 17.3:

               the  term "Selling Stockholder" shall include the Holder and any
                    affiliate of such Holder;

               the  term "Registration Statement" shall include any final
                    Prospectus, exhibit, supplement or amendment included in or
                    relating to the Registration Statement referred to in
                    Section 17.1; and

               the  term "untrue statement" shall include any untrue statement
                    or alleged untrue statement, or any omission or alleged
                    omission to state in the Registration Statement a material
                    fact required to be stated therein or necessary to make the
                    statements therein, in the light of the circumstances under
                    which they were made, not misleading.























                                       9
<PAGE>

               The  Company agrees to indemnify and hold harmless each Selling
                    Stockholder from and against any losses, claims, damages or
                    liabilities to which such Selling Stockholder may become
                    subject (under the Securities Act or otherwise) insofar as
                    such losses, claims, damages or liabilities (or actions or
                    proceedings in respect thereof) arise out of, or are based
                    upon (i) any untrue statement of a material fact contained
                    in each Registration Statement, or (ii) any failure by the
                    Company to fulfill any undertaking included in each
                    Registration Statement, and the Company will reimburse such
                    Selling Stockholder for any reasonable legal or other
                    expenses reasonably incurred in investigating, defending or
                    preparing to defend any such action, proceeding or claim, or
                    preparing to defend any such action, proceeding or claim,
                    provided, however, that the Company shall not be liable in
                    any such case to the extent that such loss, claim, damage or
                    liability arises out of, or is based upon, an untrue
                    statement made in such Registration Statement in reliance
                    upon and in conformity with written information furnished to
                    the Company by or on behalf of such Selling Stockholder
                    specifically for use in preparation of the Registration
                    Statement or the failure of such Selling Stockholder to
                    comply with its covenants and agreements contained in
                    Section 17.2 hereof respecting sale of the Shares or any
                    statement or omission in any Prospectus that is corrected in
                    any subsequent Prospectus that was delivered to the Holder
                    prior to the pertinent sale or sales by the Holder.

               The  Holder agrees to indemnify and hold harmless the Company
                    (and each person, if any, who controls the Company within
                    the meaning of Section 15 of the Securities Act, each
                    officer of the Company who signs each Registration Statement
                    and each director of the Company) from and against any
                    losses, claims, damages or liabilities to which the Company
                    (or any such officer, director or controlling person) may
                    become subject (under the Securities Act or otherwise),
                    insofar as such losses, claims, damages or liabilities (or
                    actions or proceedings in respect thereof) arise out of, or
                    are based upon, (i) any failure to comply with the covenants
                    and agreements contained in Section 17.2 hereof respecting
                    sale of the Shares, or (ii) any untrue statement of a
                    material fact contained in such Registration Statement if
                    such untrue statement was made in reliance upon and in
                    conformity with written information furnished by or on
                    behalf of the Holder specifically for use in preparation of
                    such Registration Statement, and the Holder will reimburse
                    the Company (or such officer, director or controlling
                    person), as the case may be, for any legal or other expenses
                    reasonably incurred in investigating, defending or preparing
                    to defend any such action, proceeding or claim; provided
                    that the Holder's obligation to indemnify the Company shall
                    be limited to the net amount received by the Holder from the
                    sale of the Shares.

                                       10
<PAGE>

               Promptly after receipt by any indemnified person of a notice of a
                    claim or the beginning of any action in respect of which
                    indemnity is to be sought against an indemnifying person
                    pursuant to this Section 17.3, such indemnified person shall
                    notify the indemnifying person in writing of such claim or
                    of the commencement of such action, but the omission to so
                    notify the indemnifying party will not relieve it from any
                    liability which it may have to any indemnified party under
                    this Section 17.3 (except to the extent that such omission
                    materially and adversely affects the indemnifying party's
                    ability to defend such action) or from any liability
                    otherwise than under this Section 17.3. Subject to the
                    provisions hereinafter stated, in case any such action shall
                    be brought against an indemnified person, the indemnifying
                    person shall be entitled to participate therein, and, to the
                    extent that it shall elect by written notice delivered to
                    the indemnified party promptly after receiving the aforesaid
                    notice from such indemnified party, shall be entitled to
                    assume the defense thereof, with counsel reasonably
                    satisfactory to such indemnified person. After notice from
                    the indemnifying person to such indemnified person of its
                    election to assume the defense thereof, such indemnifying
                    person shall not be liable to such indemnified person for
                    any legal expenses subsequently incurred by such indemnified
                    person in connection with the defense thereof, provided,
                    however, that if there exists or shall exist a conflict of
                    interest that would make it inappropriate, in the opinion of
                    counsel to the indemnified person, for the same counsel to
                    represent both the indemnified person and such indemnifying
                    person or any affiliate or associate thereof, the
                    indemnified person shall be entitled to retain its own
                    counsel at the expense of such indemnifying person;
                    provided, however, that no indemnifying person shall be
                    responsible for the fees and expenses of more than one
                    separate counsel (together with appropriate local counsel)
                    for all indemnified parties. In no event shall any
                    indemnifying person be liable in respect of any amounts paid
                    in settlement of any action unless the indemnifying person
                    shall have approved the terms of such settlement; provided
                    that such consent shall not be unreasonably withheld. No
                    indemnifying person shall, without the prior written consent
                    of the indemnified person, effect any settlement of any
                    pending or threatened proceeding in respect of which any
                    indemnified person is or could have been a party and
                    indemnification could have been sought hereunder by such
                    indemnified person, unless such settlement includes an
                    unconditional release of such indemnified person from all
                    liability on claims that are the subject matter of such
                    proceeding.

                                       11
<PAGE>

               If   the indemnification provided for in this Section 17.3 is
                    unavailable to or insufficient to hold harmless an
                    indemnified party under subsection (a) or (b) above in
                    respect of any losses, claims, damages or liabilities (or
                    actions or proceedings in respect thereof) referred to
                    therein, then each indemnifying party shall contribute to
                    the amount paid or payable by such indemnified party as a
                    result of such losses, claims, damages or liabilities (or
                    actions in respect thereof) in such proportion as is
                    appropriate to reflect the relative fault of the Company on
                    the one hand and the Holder on the other in connection with
                    the statements or omissions or other matters which resulted
                    in such losses, claims, damages or liabilities (or actions
                    in respect thereof), as well as any other relevant equitable
                    considerations. The relative fault shall be determined by
                    reference to, among other things, in the case of an untrue
                    statement, whether the untrue statement relates to
                    information supplied by the Company on the one hand or a
                    Holder on the other and the parties' relative intent,
                    knowledge, access to information and opportunity to correct
                    or prevent such untrue statement. The Company and the Holder
                    agree that it would not be just and equitable if
                    contribution pursuant to this subsection (d) were determined
                    by pro rata allocation or by any other method of allocation
                    which does not take into account the equitable
                    considerations referred to above in this subsection (d). The
                    amount paid or payable by an indemnified party as a result
                    of the losses, claims, damages or liabilities (or actions in
                    respect thereof) referred to above in this subsection (d)
                    shall be deemed to include any legal or other expenses
                    reasonably incurred by such indemnified party in connection
                    with investigating or defending any such action or claim.
                    Notwithstanding the provisions of this subsection (d) Holder
                    shall not be required to contribute any amount in excess of
                    the amount by which the net amount received by Holder from
                    the sale of the Shares to which such loss relates exceeds
                    the amount of any damages which such Holder has otherwise
                    been required to pay by reason of such untrue statement. No
                    person guilty of fraudulent misrepresentation (within the
                    meaning of Section 11(f) of the Securities Act) shall be
                    entitled to contribution from any person who was not guilty
                    of such fraudulent misrepresentation.

               The  parties to this Agreement hereby acknowledge that they are
                    sophisticated business persons who were represented by
                    counsel during the negotiations regarding the provisions
                    hereof including, without limitation, the provisions of this
                    Section 17.3, and are fully informed regarding said
                    provisions. They further acknowledge that the provisions of
                    this Section 17.3 fairly allocate the risks in light of the
                    ability of the parties to investigate the Company and its
                    business in order to assure that adequate disclosure is made
                    in the Registration Statement as required by the Act and the
                    Exchange Act. The parties are advised that federal or state
                    public policy as interpreted by the courts in certain
                    jurisdictions may be contrary to certain of the provisions
                    of this Section 17.3, and the parties hereto hereby
                    expressly waive and relinquish any right or ability to
                    assert such public policy as a defense to a claim under this
                    Section 17.3 and further agree not to attempt to assert any
                    such defense.

                                       12
<PAGE>

     Termination of Conditions and Obligations. The conditions precedent imposed
by this Section 17 upon the transferability of the Shares shall cease and
terminate as to any particular number of the Shares when such Shares shall have
been effectively registered under the Securities Act and sold or otherwise
disposed of in accordance with the intended method of disposition set forth in
the Registration Statement covering such Shares or Warrant Shares or at such
time as an opinion of counsel satisfactory to the Company shall have been
rendered to the effect that such conditions are not necessary in order to comply
with the Securities Act.

     Information Available. So long as the Registration Statement is effective
covering the resale of Shares owned by the Holder, the Company will furnish to
the Holder:

               as   soon as practicable after it is available, one copy of (i)
                    its Annual Report to Stockholders (which Annual Report shall
                    contain financial statements audited in accordance with
                    generally accepted accounting principles by a national firm
                    of certified public accountants), (ii) its Annual Report on
                    Form 10-K and (iii) its Quarterly Reports on Form 10-Q (the
                    foregoing, in each case, excluding exhibits);

               upon the request of the Holder, all exhibits excluded by the
                    parenthetical to subparagraph (a) of this Section 17.5 as
                    filed with the SEC and all other information that is made
                    available to shareholders; and

               upon the reasonable request of the Holder, an adequate number of
                    copies of the Prospectuses to supply to any other party
                    requiring such Prospectuses; and the Company, upon the
                    reasonable request of the Holder, will meet with the Holder
                    or a representative thereof at the Company's headquarters to
                    discuss all information relevant for disclosure in the
                    Registration Statement covering the Shares and will
                    otherwise cooperate with any Holder conducting an
                    investigation for the purpose of reducing or eliminating
                    such Holder's exposure to liability under the Securities
                    Act, including the reasonable production of information at
                    the Company's headquarters; provided, that the Company shall
                    not be required to disclose any confidential information to
                    or meet at its headquarters with any Holder until and unless
                    the Holder shall have entered into a confidentiality
                    agreement in form and substance reasonably satisfactory to
                    the Company with the Company with respect thereto.

                                       13
<PAGE>

     Transfer. This Warrant may be transferred in whole or in part provided that
the transferee is an "accredited investor" and that the transfer of the Warrant
to such transferee, the issuance of the Warrant Shares to the transferee and the
sale of the Warrant Shares by the transferee will not violate Section 5 of the
Securities Act of 1933 or the registration requirements of any state securities
laws.

     Entire Agreement. This Warrant and the form attached hereto contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous arrangements or undertakings with
respect thereto.

     IN WITNESS WHEREOF, Ceco Environmental Corp. has caused this Warrant to be
executed by its duly authorized officer.

Dated: December 31, 2001
                                          Ceco Environmental Corp.,
                                          a New York corporation


                                          By:
                                              --------------------------------
                                          Its:
                                              --------------------------------




















                                       14
<PAGE>

                               NOTICE OF EXERCISE

To:      Ceco Environmental Corp.


     1. The undersigned hereby elects to purchase ________________ shares (the
"Shares") of common stock $_________ par value of Ceco Environmental Corp. (the
"Company") pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price and any transfer taxes payable pursuant to the
terms of the Warrant, together with an investment Representation Statement in
form and substance satisfactory to legal counsel to the Company.

     2. The Shares to be received by the undersigned upon exercise of the
Warrant are being acquired for its own account, not as a nominee or agent, and
not with a view to resale or distribution of any part thereof, and the
undersigned has no present intention of selling, granting any participation in,
or otherwise distributing the same, except in compliance with applicable federal
and state securities laws. The undersigned further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third person,
with respect to the Shares. The undersigned believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Shares.

     3. Please issue a certificate or certificates representing said Shares in
the name of the undersigned.


                                           -----------------------------------

     4. Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.




                                                     a)
                                                     b) Date  Signature




















                                       15

</TEXT>
</DOCUMENT>
