Exhibit 99.4

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

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 275,000 Shares of Common Stock of

                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

THIS COMMON STOCK PURCHASE  WARRANT (the  "WARRANT")  certifies  that, for value
received,  BOCA  FUNDING,  LLC, or its  registered  assigns (the  "HOLDER"),  is
entitled, upon the terms and subject to the conditions hereinafter set forth, at
any time on or after the date hereof  (the  "INITIAL  EXERCISE  DATE") and on or
prior to the close of  business on the FIFTH  (5TH)  anniversary  of the Initial
Exercise  Date (the  "TERMINATION  DATE") to purchase up to 275,000  shares (the
"WARRANT  SHARES")  of Common  Stock,  par value  $0.01 per share  (the  "COMMON
STOCK"), of ENVIRONMENTAL SERVICE PROFESSIONALS, INC., a Nevada corporation (the
"COMPANY").  The purchase  price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).

         SECTION  1.  DEFINITIONS.  Capitalized  terms  used  and not  otherwise
defined  herein shall have the  meanings  (i) set forth in that  certain  Senior
Secured  Note,  dated the date  hereof  (the  "NOTE"),  from the  Company to the
initial  Holder and in the  principal  amount of $615,000  and (ii) set forth in
Exhibit A hereto.

         SECTION 2. EXERCISE.

                  a)  EXERCISE  OF  WARRANT.  Exercise  of the  purchase  rights
         represented  by this Warrant may be made,  in whole or in part,  at any
         time or times on or after the  Initial  Exercise  Date and on or before
         the  Termination  Date by delivery  to the  Company of a duly  executed
         facsimile  copy of the Notice of Exercise Form annexed  hereto (or such
         other office or agency of the Company as it may  designate by notice in
         writing  to  the  registered  Holder  at the  address  of  such  Holder
         appearing on the books of the Company); and, within five Trading Days

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<PAGE>

         of the date said Notice of Exercise is delivered  to the  Company,  the
         Company shall have received payment of the aggregate  Exercise Price of
         the shares thereby  purchased by wire transfer or cashier's check drawn
         on a  United  States  bank.  Notwithstanding  anything  herein  to  the
         contrary, the Holder shall not be required to physically surrender this
         Warrant  to the  Company  until the  Holder  has  purchased  all of the
         Warrant Shares  available  hereunder and the Warrant has been exercised
         in full, in which case, the Holder shall  surrender this Warrant to the
         Company for  cancellation  within  three  Trading  Days of the date the
         final Notice of Exercise is delivered to the Company. Partial exercises
         of this Warrant resulting in purchases of a portion of the total number
         of Warrant Shares available hereunder shall have the effect of lowering
         the outstanding  number of Warrant Shares  purchasable  hereunder in an
         amount equal to the applicable number of Warrant Shares purchased.  The
         Holder and the Company  shall  maintain  records  showing the number of
         Warrant Shares  purchased and the date of such  purchases.  The Company
         shall  deliver any  objection to any Notice of Exercise Form within one
         Business Day of receipt of such notice.  In the event of any dispute or
         discrepancy,  the  records  of the  Holder  shall  be  controlling  and
         determinative  in the absence of manifest error,  negligence or willful
         misconduct. The Holder, by acceptance of this Warrant, acknowledges and
         agrees that, by reason of the provisions of this  paragraph,  following
         the purchase of a portion of the Warrant Shares  hereunder,  the number
         of Warrant  Shares  available for purchase  hereunder at any given time
         may be less than the amount stated on the face hereof.

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

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

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

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

         The Conversion  Right may be exercised by surrendering  this Warrant to
         the Company,  with an executed  Notice of Exercise with the  conversion
         section  completed,  exercising the Conversion Right and specifying the
         total  number of shares of Common  Stock that the Holder will be issued
         pursuant to such conversion.

                  b) EXERCISE PRICE.  The exercise price per share of the Common
         Stock under this Warrant shall be $0.01,  subject to adjustment  herein
         (the "EXERCISE PRICE").

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<PAGE>

                  c) MECHANICS OF EXERCISE.

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

                           ii.   DELIVERY   OF   CERTIFICATES   UPON   EXERCISE.
                  Certificates   for  shares   purchased   hereunder   shall  be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit  Withdrawal Agent
                  Commission  ("DWAC") system if the Company is a participant in
                  such system, and otherwise by physical delivery to the address
                  specified by the Holder in the Notice of Exercise  within five
                  Trading  Days of  receipt  by the  Company  of the  Notice  of
                  Exercise  Form,  surrender of this Warrant (if  required)  and
                  payment of the  aggregate  Exercise  Price as set forth  above
                  ("WARRANT SHARE DELIVERY DATE").  This Warrant shall be deemed
                  to have  been  exercised  on the  date the  Exercise  Price is
                  received by the Company. The Warrant Shares shall be deemed to
                  have  been  issued,  and the  Holder  or any  other  Person so
                  designated  to be named therein shall be deemed to have become
                  a holder of record of such shares for all purposes,  as of the
                  date the Warrant has been  exercised by payment to the Company
                  of the Exercise Price and all taxes required to be paid by the
                  Holder,  if any,  pursuant  to Section  2(c)(vi)  prior to the
                  issuance of such shares, have been paid.

                           iii. DELIVERY OF NEW WARRANTS UPON EXERCISE.  If this
                  Warrant shall have been  exercised in part, the Company shall,
                  at the request of a Holder and upon  surrender of this Warrant
                  certificate,  at the time of  delivery of the  certificate  or
                  certificates  representing Warrant Shares, deliver to Holder a
                  new Warrant  evidencing  the rights of Holder to purchase  the
                  unpurchased  Warrant Shares called for by this Warrant,  which
                  new Warrant shall in all other respects be identical with this
                  Warrant.

                           iv. RESCISSION  RIGHTS. If the Company fails to cause
                  its transfer  agent to transmit to the Holder a certificate or
                  certificates  representing  the  Warrant  Shares  pursuant  to
                  Section  2(c)(ii) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                           v. 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

                                        3
<PAGE>

                  upon such exercise, the Company shall at its election,  either
                  pay a cash  adjustment in respect of such final fraction in an
                  amount equal to such fraction multiplied by the Exercise Price
                  or round up to the next whole share.

                           vi.   CHARGES,   TAXES  AND  EXPENSES.   Issuance  of
                  certificates  for Warrant  Shares shall be made without charge
                  to  the  Holder  for  any  issue  or  transfer  tax  or  other
                  incidental   expense  in  respect  of  the  issuance  of  such
                  certificate,  all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be  directed  by
                  the Holder; PROVIDED,  HOWEVER, that in the event certificates
                  for  Warrant  Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the  Assignment  Form attached  hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition  thereto,   the  payment  of  a  sum  sufficient  to
                  reimburse it for any transfer tax incidental thereto.

                           vii. CLOSING OF BOOKS. The Company will not close its
                  stockholder  books or records in any manner that  prevents the
                  timely exercise of this Warrant, pursuant to the terms hereof.

                           viii.  COMPENSATION  FOR  BUY-IN ON FAILURE TO TIMELY
                  DELIVER  CERTIFICATES UPON EXERCISE.  In addition to any other
                  rights available to the Holder,  if the Company fails to cause
                  its transfer  agent to transmit to the Holder a certificate or
                  certificates  representing  the Warrant Shares  pursuant to an
                  exercise on or before the Warrant Share  Delivery Date, and if
                  after  such  date the  Holder  is  required  by its  broker to
                  purchase (in an open market  transaction or otherwise)  shares
                  of Common  Stock to deliver in  satisfaction  of a sale by the
                  Holder of the  Warrant  Shares  which the  Holder  anticipated
                  receiving  upon such exercise (a  "Buy-In"),  then the Company
                  shall (1) pay in cash to the  Holder  the  amount by which (x)
                  the  Holder's  total  purchase  price   (including   brokerage
                  commissions,  if any)  for  the  shares  of  Common  Stock  so
                  purchased  exceeds (y) the amount  obtained by multiplying (A)
                  the number of Warrant  Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times  (B) the price at which the sell  order  giving  rise to
                  such purchase  obligation was executed,  and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent  number of Warrant  Shares for which such  exercise
                  was not  honored or deliver to the Holder the number of shares
                  of Common  Stock that would have been  issued had the  Company
                  timely  complied  with its exercise  and delivery  obligations
                  hereunder.  For example,  if the Holder purchases Common Stock
                  having a total  purchase  price of  $11,000  to cover a Buy-In
                  with  respect  to an  attempted  exercise  of shares of Common
                  Stock  with  an  aggregate  sale  price  giving  rise  to such
                  purchase obligation of $10,000, under clause (1) of the

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<PAGE>

                  immediately  preceding  sentence the Company shall be required
                  to pay the Holder $1,000. The Holder shall provide the Company
                  written notice indicating the amounts payable to the Holder in
                  respect of the Buy-In, together with applicable  confirmations
                  and  other  evidence  reasonably  requested  by  the  Company.
                  Nothing  herein  shall  limit a  Holder's  right to pursue any
                  other remedies available to it hereunder,  at law or in equity
                  including,   without   limitation,   a  decree   of   specific
                  performance  and/or  injunctive  relief  with  respect  to the
                  Company's failure to timely deliver certificates  representing
                  shares  of  Common  Stock  upon  exercise  of the  Warrant  as
                  required pursuant to the terms hereof.

                  d)  EXERCISE  LIMITATIONS.  The  Company  shall not effect any
         exercise  of this  Warrant  and a Holder  shall  not have the  right to
         exercise  any  portion of this  Warrant,  pursuant  to Section  2(a) or
         otherwise,  to the extent  that after  giving  effect to such  issuance
         after exercise,  such Holder  (together with such Holder's  Affiliates,
         and any other  person or entity  acting as a group  together  with such
         Holder  or any of  such  Holder's  Affiliates),  as  set  forth  on the
         applicable  Notice of  Exercise,  would  beneficially  own in excess of
         4.99%  of  the  number  of  shares  of  the  Common  Stock  outstanding
         immediately  after giving effect to such issuance.  For purposes of the
         foregoing  sentence,  the number of shares of Common Stock beneficially
         owned by such  Holder and its  Affiliates  shall  include the number of
         shares of Common  Stock  issuable  upon  exercise of this  Warrant with
         respect to which the  determination of such sentence is being made, but
         shall  exclude  the  number of shares of Common  Stock  which  would be
         issuable upon (A) exercise of the  remaining,  nonexercised  portion of
         this Warrant beneficially owned by such Holder or any of its Affiliates
         and (B)  exercise or  conversion  of the  unexercised  or  nonconverted
         portion of any other  securities  of the  Company  (including,  without
         limitation,  any  Warrants)  subject to a limitation  on  conversion or
         exercise  analogous to the  limitation  contained  herein  beneficially
         owned by such Holder or any of its  Affiliates.  Except as set forth in
         the preceding sentence,  for purposes of this Section 2(d),  beneficial
         ownership  shall be calculated in accordance  with Section 13(d) of the
         Exchange Act and the rules and regulations promulgated  thereunder,  it
         being  acknowledged by the Holder that the Holder is solely responsible
         for any schedules required to be filed in accordance with Section 13(d)
         of the  Exchange  Act. To the extent that the  limitation  contained in
         this Section 2(d) applies, the determination of whether this Warrant is
         exercisable (in relation to other  securities owned by such Holder) and
         of which a portion of this Warrant is exercisable  shall be in the sole
         discretion  of the Holder,  and the  submission of a Notice of Exercise
         shall be  deemed  to be the  Holder's  determination  of  whether  this
         Warrant is exercisable  (in relation to other  securities  owned by the
         Holder) and of which  portion of this Warrant is  exercisable,  in each
         case subject to such aggregate percentage  limitation,  and the Company
         shall have no  obligation  to verify or confirm  the  accuracy  of such
         determination.  In addition,  a determination as to any group status as
         contemplated above shall be determined in accordance with Section 13(d)
         of  the  Exchange  Act  and  the  rules  and  regulations   promulgated
         thereunder.  For  purposes of this Section  2(d),  in  determining  the
         number of outstanding shares of Common Stock, a Holder may rely on the

                                        5

<PAGE>

         number of  outstanding  shares of Common  Stock as reflected in (x) the
         Company's  most recent Form 10-QSB or Form 10-KSB,  as the case may be,
         (y) a more recent public  announcement  by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding.  Upon the written or oral
         request of the  Holder,  the  Company  shall  within two  Trading  Days
         confirm  orally  and in  writing  to the Holder the number of shares of
         Common Stock then  outstanding.  In any case, the number of outstanding
         shares of Common Stock shall be  determined  after giving effect to the
         conversion  or exercise of securities  of the Company,  including  this
         Warrant,  by the  Holder or its  Affiliates  since the date as of which
         such number of  outstanding  shares of Common Stock was  reported.  The
         provisions  of this  Section  2(d) may be waived by the Holder,  at the
         election of the Holder, upon not less than 61 days' prior notice to the
         Company,  and the  provisions  of this Section  2(d) shall  continue to
         apply until such 61st day (or such later date,  as  determined  by such
         Holder, as may be specified in such notice of waiver).

         SECTION 3. CERTAIN ADJUSTMENTS.

                  a) STOCK  DIVIDENDS  AND SPLITS.  If the Company,  at any time
         while  this  Warrant  is  outstanding:  (A)  pays a stock  dividend  or
         otherwise makes a distribution or distributions on shares of its Common
         Stock or any other equity or equity  equivalent  securities  payable in
         shares  of Common  Stock  (which,  for  avoidance  of doubt,  shall not
         include any shares of Common Stock issued by the Company upon  exercise
         of this  Warrant),  (B) subdivides  outstanding  shares of Common Stock
         into a larger  number of  shares,  (C)  combines  (including  by way of
         reverse stock split)  outstanding shares of Common Stock into a smaller
         number of shares,  or (D) issues by  reclassification  of shares of the
         Common Stock any shares of capital  stock of the Company,  then in each
         case, the Exercise Price shall be multiplied by a fraction of which the
         numerator  shall be the  number of shares  of Common  Stock  (excluding
         treasury shares, if any) outstanding  immediately before such event and
         of which the denominator  shall be the number of shares of Common Stock
         outstanding  immediately after such event. Any adjustment made pursuant
         to this  Section  3(a) shall  become  effective  immediately  after the
         record date for the  determination of stockholders  entitled to receive
         such dividend or distribution  and shall become  effective  immediately
         after the effective date in the case of a  subdivision,  combination or
         re-classification.

                  b) SUBSEQUENT  EQUITY SALES.  If the Company at any time while
         this  Warrant is  outstanding,  except for  issuances  contemplated  by
         Section  2(b),  shall sell or grant any option to  purchase  or sell or
         grant any right to reprice its securities,  or otherwise  dispose of or
         issue (or announce any offer,  sale, grant or any option to purchase or
         other  disposition)  any  Common  Stock  or  Common  Stock  Equivalents
         entitling any Person to acquire shares of Common Stock, at an effective
         price per share less than the then  Exercise  Price (such lower  price,
         the "BASE SHARE  PRICE" and such  issuances  collectively,  a "DILUTIVE
         ISSUANCE")  (if  the  holder  of  the  Common  Stock  or  Common  Stock
         Equivalents  so  issued  shall at any time,  whether  by  operation  of
         purchase price  adjustments,  reset  provisions,  floating  conversion,
         exercise or exchange prices or otherwise, or due to warrants, options

                                        6

<PAGE>

         or rights per share which are issued in connection  with such issuance,
         be entitled to receive shares of Common Stock at an effective price per
         share which is less than the Exercise  Price,  such  issuance  shall be
         deemed to have  occurred for less than the Exercise  Price on such date
         of the Dilutive Issuance),  then the Exercise Price shall be reduced to
         equal the Base Share Price. Such adjustment shall be made whenever such
         Common Stock or Common Stock  Equivalents  are issued.  Notwithstanding
         the foregoing,  no adjustments shall be made, paid or issued under this
         Section 3(b) in respect of an Exempt Issuance. The Company shall notify
         the Holder in writing,  no later than two Trading  Days  following  the
         issuance of any Common  Stock or Common  Stock  Equivalents  subject to
         this section,  indicating  therein the applicable  issuance  price,  or
         applicable  reset price,  exchange  price,  conversion  price and other
         pricing  terms  (such  notice  the  "DILUTIVE  ISSUANCE  NOTICE").  For
         purposes  of  clarification,  whether  or not the  Company  provides  a
         Dilutive  Issuance  Notice  pursuant  to this  Section  3(b),  upon the
         occurrence  of any Dilutive  Issuance,  after the date of such Dilutive
         Issuance  the Holder is entitled to receive a number of Warrant  Shares
         based  upon the Base  Share  Price  regardless  of  whether  the Holder
         accurately refers to the Base Share Price in the Notice of Exercise.

                  c) SUBSEQUENT  RIGHTS OFFERINGS.  If the Company,  at any time
         while the  Warrant  is  outstanding,  shall  issue  rights,  options or
         warrants to all  holders of Common  Stock (and not to the Holder of the
         Warrant on an  as-exercised  basis)  entitling them to subscribe for or
         purchase shares of Common Stock at a price per share less than the VWAP
         at the record date  mentioned  below,  then the Exercise Price shall be
         multiplied by a fraction,  of which the denominator shall be the number
         of shares of the Common  Stock  outstanding  on the date of issuance of
         such rights or warrants plus the number of additional  shares of Common
         Stock offered for subscription or purchase,  and of which the numerator
         shall be the number of shares of the Common  Stock  outstanding  on the
         date of issuance  of such rights or warrants  plus the number of shares
         which the  aggregate  offering  price of the total  number of shares so
         offered  (assuming  receipt by the Company in full of all consideration
         payable  upon  exercise  of such  rights,  options or  warrants)  would
         purchase at such VWAP.  Such  adjustment  shall be made  whenever  such
         rights or warrants are issued,  and shall become effective  immediately
         after the record date for the determination of stockholders entitled to
         receive such rights, options or warrants.

                  d) PRO RATA  DISTRIBUTIONS.  If the Company, at any time prior
         to the  Termination  Date,  shall  distribute  to all holders of Common
         Stock (and not to the Holder of the Warrant on an  as-exercised  basis)
         evidences  of its  indebtedness  or  assets  (including  cash  and cash
         dividends)  or rights or warrants  to  subscribe  for or  purchase  any
         security other than the Common Stock (which shall be subject to Section
         3(b) or  3(c)),  then in each  such case the  Exercise  Price  shall be
         adjusted by multiplying the Exercise Price in effect  immediately prior
         to the record date fixed for determination of stockholders  entitled to
         receive such  distribution by a fraction of which the denominator shall
         be the VWAP  determined as of the record date mentioned  above,  and of
         which the  numerator  shall be such VWAP on such  record  date less the
         then per share fair market  value at such record date of the portion of
         such assets or evidence of  indebtedness  so distributed  applicable to
         one outstanding share of the Common Stock as determined by the Board of
         Directors of the Company in good faith.  In either case the adjustments
         shall be described in a statement provided to the Holder of the portion

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<PAGE>

         of  assets  or  evidences  of   indebtedness  so  distributed  or  such
         subscription  rights  applicable  to one  share of Common  Stock.  Such
         adjustment  shall be made  whenever any such  distribution  is made and
         shall  become  effective  immediately  after the record date  mentioned
         above.

                  e) FUNDAMENTAL TRANSACTION. If, at any time while this Warrant
         is outstanding,  (A) the Company effects any merger or consolidation of
         the Company with or into another  Person,  (B) the Company  effects any
         sale of all or  substantially  all of its  assets in one or a series of
         related  transactions,  (C) any tender offer or exchange offer (whether
         by the  Company  or  another  Person) is  completed  pursuant  to which
         holders  of Common  Stock are  permitted  to tender or  exchange  their
         shares  for other  securities,  cash or  property,  or (D) the  Company
         effects  any  reclassification  of the Common  Stock or any  compulsory
         share  exchange  pursuant  to which  the  Common  Stock is  effectively
         converted into or exchanged for other securities,  cash or property (in
         any such case, a "FUNDAMENTAL TRANSACTION"),  then, upon any subsequent
         exercise of this  Warrant,  the Holder shall have the right to receive,
         for each Warrant Share that would have been issuable upon such exercise
         immediately prior to the occurrence of such Fundamental Transaction, at
         the option of the Holder, (a) upon exercise of this Warrant, the number
         of shares of Common Stock of the successor or acquiring  corporation or
         of the Company, if it is the surviving corporation,  and any additional
         consideration (the "ALTERNATE  CONSIDERATION")  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 or (b) if the  Company is  acquired  in an all cash  transaction,
         cash equal to the value of this  Warrant as  determined  in  accordance
         with the Black-Scholes option pricing formula. For purposes of any such
         exercise,   the   determination   of  the   Exercise   Price  shall  be
         appropriately  adjusted to apply to such Alternate  Consideration based
         on the amount of  Alternate  Consideration  issuable  in respect of one
         share of Common Stock in such Fundamental Transaction,  and the Company
         shall apportion the Exercise Price among the Alternate Consideration in
         a reasonable  manner  reflecting  the relative  value of any  different
         components of the Alternate  Consideration.  If holders of Common Stock
         are  given any  choice as to the  securities,  cash or  property  to be
         received in a Fundamental  Transaction,  then the Holder shall be given
         the same choice as to the Alternate  Consideration it receives upon any
         exercise of this Warrant following such Fundamental Transaction. To the
         extent necessary to effectuate the foregoing provisions,  any successor
         to the  Company or  surviving  entity in such  Fundamental  Transaction
         shall issue to the Holder a new warrant  consistent  with the foregoing
         provisions  and  evidencing the Holder's right to exercise such warrant
         into Alternate  Consideration.  The terms of any agreement  pursuant to
         which  a  Fundamental  Transaction  is  affected  shall  include  terms
         requiring  any such  successor or  surviving  entity to comply with the
         provisions  of this Section 3(e) and insuring that this Warrant (or any
         such  replacement   security)  will  be  similarly  adjusted  upon  any
         subsequent transaction analogous to a Fundamental Transaction.

                  f) CALCULATIONS.  All calculations  under this Section 3 shall
         be made to the nearest cent or the nearest  1/100th of a share,  as the
         case may be. For  purposes  of this  Section 3, the number of shares of
         Common Stock deemed to be issued and outstanding as of a given date

                                        8

<PAGE>

         shall be the sum of the  number of shares  of Common  Stock  (excluding
         treasury shares, if any) issued and outstanding.

                  g)  VOLUNTARY  ADJUSTMENT  BY 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.

                  h) NOTICE TO HOLDERS.

                           i.  ADJUSTMENT  TO  EXERCISE   PRICE.   Whenever  the
                  Exercise  Price is adjusted  pursuant to any provision of this
                  Section 3, the Company  shall  promptly  mail to each Holder a
                  notice setting forth the Exercise Price after such  adjustment
                  and setting  forth a brief  statement  of the facts  requiring
                  such adjustment.

                           ii.  NOTICE TO ALLOW  EXERCISE BY HOLDER.  If (A) the
                  Company shall declare a dividend (or any other distribution in
                  whatever  form) on the Common  Stock;  (B) the  Company  shall
                  declare  a  special   nonrecurring   cash  dividend  on  or  a
                  redemption  of  the  Common  Stock;   (C)  the  Company  shall
                  authorize  the  granting  to all  holders of the Common  Stock
                  rights or warrants to subscribe  for or purchase any shares of
                  capital stock of any class or of any rights;  (D) the approval
                  of any  stockholders  of the  Company  shall  be  required  in
                  connection with any  reclassification of the Common Stock, any
                  consolidation  or merger to which the Company is a party,  any
                  sale or transfer of all or substantially  all of the assets of
                  the Company,  of any  compulsory  share  exchange  whereby the
                  Common  Stock is  converted  into  other  securities,  cash or
                  property;  (E) the Company  shall  authorize  the voluntary or
                  involuntary  dissolution,  liquidation  or  winding  up of the
                  affairs of the Company;  then, in each case, the Company shall
                  cause to be mailed to the  Holder  at its last  address  as it
                  shall  appear upon the Warrant  Register  of the  Company,  at
                  least 20  calendar  days  prior to the  applicable  record  or
                  effective date hereinafter specified, a notice stating (x) the
                  date on which a record is to be taken for the  purpose of such
                  dividend, distribution,  redemption, rights or warrants, or if
                  a record is not to be taken,  the date as of which the holders
                  of the Common Stock of record to be entitled to such dividend,
                  distributions,  redemption,  rights  or  warrants  are  to  be
                  determined  or (y) the  date on which  such  reclassification,
                  consolidation,  merger,  sale,  transfer or share  exchange is
                  expected  to become  effective  or  close,  and the date as of
                  which it is  expected  that  holders  of the  Common  Stock of
                  record  shall be  entitled  to  exchange  their  shares of the
                  Common   Stock  for   securities,   cash  or  other   property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided that the failure to
                  mail  such  notice or any  defect  therein  or in the  mailing
                  thereof shall not affect the validity of the corporate  action
                  required  to be  specified  in  such  notice.  The  Holder  is
                  entitled to exercise this Warrant during the 20-day period

                                        9

<PAGE>

                  commencing on the date of such notice to the effective date of
                  the event triggering such notice.

                           iii.  NOTICE OF SUBSEQUENT  ISSUANCE.  The first time
                  after the Initial Exercise Date that the Company issues shares
                  of  Common  Stock or  Common  Stock  Equivalents,  other  than
                  pursuant  to an  Exempt  Issuance  or to an  Affiliate  of the
                  Company,  and the aggregate amount of net proceeds received by
                  the Company therefrom is not less than the principal amount of
                  the  Note,  the  Company  shall  mail to each  Holder a notice
                  within two Trading  Days  thereof and shall  provide  evidence
                  therewith  of the price per share at which such  issuance  was
                  made.

                           iv. EFFECT OF FAILURE TO GIVE NOTICE.  The failure of
                  the Company to give any notice  required under this section or
                  any  inaccuracy  or other defect  therein shall not affect the
                  determination of the Exercise Price that shall be in effect as
                  provided herein.

         SECTION 4. TRANSFER OF WARRANT; REGISTRATION RIGHTS.

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

                  b) NEW WARRANTS.  This Warrant may be divided or combined with
         other Warrants upon presentation  hereof at the aforesaid office of the
         Company,  together  with a  written  notice  specifying  the  names and
         denominations  in which new  Warrants  are to be issued,  signed by the
         Holder or its agent or  attorney.  Subject to  compliance  with Section
         4(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) WARRANT REGISTER.  The Company shall register this Warrant,
         upon  records to be  maintained  by the Company for that  purpose  (the
         "WARRANT REGISTER"),  in the name of the record Holder hereof from time
         to time. The Company may deem and treat the  registered  Holder of this
         Warrant as the  absolute  owner  hereof for the purpose of any exercise
         hereof or any  distribution to the Holder,  and for all other purposes,
         absent actual notice to the contrary.

                                       10

<PAGE>

                  d) TRANSFER RESTRICTIONS.  If, at the time of the surrender of
         this  Warrant in  connection  with any  transfer of this  Warrant,  the
         transfer  of  this  Warrant  shall  not be  registered  pursuant  to an
         effective  registration  statement  under the  Securities Act and under
         applicable  state securities or blue sky laws, the Company may require,
         as a condition of allowing such transfer (i) that there be furnished to
         the Company a written  opinion of counsel  (which  opinion  shall be in
         form,  substance  and  scope  customary  for  opinions  of  counsel  in
         comparable  transactions)  to the effect that such transfer may be made
         without  registration  under the  Securities  Act and under  applicable
         state  securities or blue sky laws,  (ii) that the holder or transferee
         execute  and deliver to the  Company an  investment  letter in form and
         substance acceptable to the Company and (iii) that the transferee be an
         "accredited  investor" as defined in Rule 501(a)  promulgated under the
         Securities Act or a "qualified  institutional buyer" as defined in Rule
         144A(a)  under the  Securities  Act. The Company will  provide,  at the
         Company's expense,  such legal opinions in the future as are reasonably
         necessary for the issuance and resale of the Common Stock issuable upon
         exercise  of  the  Warrants  pursuant  to  an  effective   registration
         statement,  Rule 144  under the  Securities  Act or an  exemption  from
         registration.  In the event that Common  Stock is sold in a manner that
         complies with an exemption from registration, the Company will promptly
         instruct its counsel (at its  expense) to issue to the  transfer  agent
         and opinion permitting removal of the legend (indefinitely, if pursuant
         to Rule  144(k) of the 1933 Act,  or to  permit  sale of the  shares if
         pursuant to the other provisions of Rule 144 of the 1933 Act).

                  e)  REGISTRATION  RIGHTS.  If the Company  shall  determine to
         prepare  and file  with the  Commission  a  registration  statement  (a
         "Registration  Statement")  relating to an offering for its own account
         or the account of others under the  Securities Act of any of its equity
         securities,  other  than on Form S-4 or Form S-8  (each as  promulgated
         under the  Securities  Act),  or their then  equivalents,  relating  to
         equity   securities  to  be  issued  solely  in  connection   with  any
         acquisition of any entity or business or equity securities  issuable in
         connection with stock option or other employee benefit plans,  then the
         Company shall send to the Holder a written notice of such determination
         and, if within ten days after the date of such notice, the Holder shall
         so request in writing,  the Company shall include in such  registration
         statement all or any part of the Warrant Shares as the Holder  requests
         to be  registered  so long as such  Warrant  Shares are  proposed to be
         disposed  in the same  manner as those  set  forth in the  Registration
         Statement.  The  Company  shall  use its  best  efforts  to  cause  any
         Registration  Statement to be declared  effective by the  Commission as
         promptly as is possible  following  it being filed with the  Commission
         and to remain  effective  until all Warrant Shares subject thereto have
         been sold.  All fees and  expenses  incident to the  performance  of or
         compliance  with this Section 4(e) by the Company shall be borne by the
         Company  whether or not any  Warrant  Shares are sold  pursuant  to the
         Registration Statement. The Company shall,  notwithstanding any full or
         partial  exercise of this  Warrant,  indemnify  and hold  harmless  the
         Holder, the officers,  directors,  members,  partners, agents, brokers,
         investment  advisors  and  employees  of each of them,  each person who
         controls the Holder (within the meaning of Section 15 of the Securities
         Act or Section 20 of the Exchange  Act),  and the officers,  directors,
         members,  shareholders,  partners,  agents and  employees  of each such
         controlling  person, to the fullest extent permitted by applicable law,
         from and  against  any and all losses,  claims,  damages,  liabilities,
         costs (including, without limitation, reasonable attorneys' fees) and

                                       11
<PAGE>

         expenses  (collectively,  "Losses"),  as  incurred,  arising  out of or
         relating to (1) any untrue or alleged  untrue  statement  of a material
         fact contained in the Registration  Statement,  any prospectus included
         therein or any form of  prospectus  or in any  amendment or  supplement
         thereto or in any preliminary prospectus, or arising out of or relating
         to any omission or alleged  omission of a material  fact required to be
         stated therein or necessary to make the statements therein (in the case
         of any prospectus or form of prospectus or supplement thereto, in light
         of the circumstances  under which they were made) not misleading or (2)
         any  violation or alleged  violation  by the Company of the  Securities
         Act,  the  Exchange  Act or any state  securities  law,  or any rule or
         regulation  thereunder,  in  connection  with  the  performance  of its
         obligations under this Section 4(e), except to the extent,  but only to
         the extent, that such untrue statements or omissions referred to in (1)
         above are based solely upon information  regarding the Holder furnished
         in writing to the Company by the Holder expressly for use therein.  The
         rights of the Holder under this Section 4(e) shall  survive any full or
         partial  exercise of this  Warrant  until all Warrant  Shares have been
         either registered under a Registration  Statement or been sold pursuant
         to an exemption to the registration requirements of the Securities Act.
         Notwithstanding   anything  else  herein  to  the   contrary,   if  the
         representative of the underwriter in any underwritten  offering advises
         the Company in writing that marketing  factors  require a limitation on
         the number of shares included in the registration  statement related to
         such  offering,  the  number of shares  included  in such  registration
         statement  shall be  allocated,  FIRST,  to the  shares to be sold on a
         primary basis by the Company, SECOND, to the Warrant Shares, and THIRD,
         to the shares held by all other security holders.


         SECTION 5. MISCELLANEOUS.

                  a) NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.  This Warrant does
         not  entitle  the  Holder to any  voting  rights  or other  rights as a
         shareholder  of the Company  prior to the exercise  hereof as set forth
         herein.

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

                  c) 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 not be a Business  Day,  then such
         action  may be  taken  or  such  right  may be  exercised  on the  next
         succeeding Business Day.

                                       12

<PAGE>

                  d) 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 any  stock
         exchange or Trading Market upon which the Common Stock may be listed.

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

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

                  e) JURISDICTION.  All questions  concerning the  construction,
         validity,  enforcement  and  interpretation  of this  Warrant  shall be
         determined in accordance with the provisions of the Note.

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

                                       13

<PAGE>

                  g) 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  the fact that all rights
         hereunder  terminate on the Termination  Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder  such  amounts as shall be  sufficient  to cover any  reasonable
         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.

                  h) NOTICES. Any notice,  request or other document required or
         permitted to be given or  delivered to the Holder by the Company  shall
         be delivered in accordance with the notice provisions of the Note.

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

                  j) 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 and not to assert the defense
         in any action for  specific  performance  that a remedy at law would be
         adequate.

                  k) 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.

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

                  m)  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.

                  n)  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.


                              ********************
                                       14

<PAGE>


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


Dated:  June 18, 2007

                                ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


                                By:  /s/ Edward Torres
                                ----------------------------------------
                                     Name:  Edward Torres
                                     Title: CEO



























                                       15


<PAGE>





                               NOTICE OF EXERCISE

TO:  ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


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

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

                           [  ] in lawful money of the United States; or

                           [ ] the issuance of ______  shares of Common Stock in
                           accordance with the formula set forth in Section 2(a)
                           pursuant to the Conversion  Right procedure set forth
                           in Section 2(a).

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


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


The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:


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

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

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

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

[SIGNATURE OF HOLDER]


Name of Investing Entity: ______________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________







<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,  [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


_______________________________________________ whose address is


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


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

                 Dated:  ______________, _______

                 Holder's Signature:    _____________________________

                 Holder's Address:      _____________________________

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


Signature Guaranteed:  ______________________________________________


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



<PAGE>


                                    Exhibit A
                              (Certain Definitions)


                  "AFFILIATE"  means any Person  that,  directly  or  indirectly
         through one or more intermediaries,  controls or is controlled by or is
         under  common  control  with a  Person,  as such  terms are used in and
         construed under Rule 144 under the Securities Act.

                  "BUSINESS DAY" means any day except Saturday,  Sunday, any day
         which shall be a federal  legal holiday in the United States or any day
         on which banking institutions in the State of New Jersey are authorized
         or required by law or other governmental action to close.

                  "COMMON STOCK EQUIVALENTS" means any securities of the Company
         or its  subsidiaries  which would entitle the holder thereof to acquire
         at any time Common  Stock,  including,  without  limitation,  any debt,
         preferred stock, rights,  options,  warrant or other instrument that is
         at any time  convertible  into or exercisable or  exchangeable  for, or
         otherwise entitles the holder thereof to receive, Common Stock.

                  "EXEMPT  ISSUANCE"  means the issuance of (a) shares of Common
         Stock or options to employees, officers or directors of, or consultants
         or advisors to, the Company or any  subsidiary of the Company  pursuant
         to a stock or option plan,  in effect on the date hereof,  duly adopted
         by a majority of the non-employee  members of the Board of Directors of
         the Company or a majority of the members of a committee of non-employee
         directors  established  for  such  purpose,  (b)  securities  upon  the
         exercise or exchange of any securities  exercisable or exchangeable for
         or  convertible  into shares of Common Stock issued and  outstanding on
         the Initial Exercise Date,  provided that such securities have not been
         amended since the date of this Agreement to increase the number of such
         securities or to decrease the exercise, exchange or conversion price of
         any such securities,  (c) securities issued pursuant to acquisitions or
         strategic  transactions  approved by a majority of the directors of the
         Company,  but shall not include a  transaction  in which the Company is
         issuing  securities  primarily for the purpose of raising capital or to
         an entity whose primary  business is investing in  securities,  (e) any
         securities issued to landlords,  equipment lessors, services providers,
         banks or other  financial  institutions  in  exchange  for a bona  fide
         lease,  loan or  other  debt  financing  or in  strategic  transactions
         (including  joint  ventures,  manufacturing,  marketing or distribution
         arrangements or technology transfer or development  arrangements),  (f)
         any shares of Common Stock issued in  connection  with any stock split,
         stock dividend or recapitalization  by the Company,  (g) any securities
         that are issued by the  Company  pursuant to a  registration  statement
         filed under the Securities  Act, or (h) any securities  issued pursuant
         to any rights or agreements outstanding as of the date of this Warrant.

                  "PERSON"  means an  individual  or  corporation,  partnership,
         trust,  incorporated  or  unincorporated  association,  joint  venture,
         limited  liability  company,  joint stock  company,  government  (or an
         agency or subdivision thereof) or other entity of any kind.

                  "TRADING  DAY" means a day on which the  Trading  Markets  are
         open for business.

                  "TRADING MARKET" means the following markets or exchanges: the
         Nasdaq Capital Market, the American Stock Exchange,  the New York Stock
         Exchange,  the Nasdaq National Market or the Over-the-Counter  Bulletin
         Board.

                  "VWAP" means,  for any date, the price determined by the first
         of the following clauses that applies:  (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)



<PAGE>

         on the  Trading  Market on which  the  Common  Stock is then  listed or
         quoted as reported by Bloomberg L.P.  (based on a Trading Day from 9:30
         a.m.  New York City time to 4:02 p.m.  New York City time);  (b) if the
         OTC Bulletin Board is not a Trading Market, the volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the OTC Bulletin  Board;  (c) if the Common Stock is not then listed
         or quoted on the OTC Bulletin  Board and if prices for the Common Stock
         are then  reported in the "Pink Sheets"  published by Pink Sheets,  LLC
         (or a similar  organization  or agency  succeeding  to its functions of
         reporting  prices),  the most  recent bid price per share of the Common
         Stock so reported;  or (d) in all other cases, the fair market value of
         a share of  Common  Stock as  determined  by an  independent  appraiser
         selected in good faith by the Holder and  reasonably  acceptable to the
         Company.



