Capital Goods

     WARRANT AGENT AGREEMENT dated as of February __, 2004, by and among Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), The Shemano Group, Inc. (the "Underwriter"), and Pacific Stock Transfer Company, as warrant agent (hereinafter called the "Warrant Agent").

     WHEREAS, the Company proposes to issue and sell to the public up to 1,350,000 units (the "Units"), each Unit consisting of two shares of the common stock of the Company, par value $.001 per share (hereinafter, together with the stock of any other class to which such shares may hereafter have been changed, called "Common Stock"), and one Common Stock purchase warrant (the "Warrants");

     WHEREAS, each Warrant will entitle the holder to purchase one share of Common Stock;

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

     Section 1.     Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as Warrant Agent for the Company in accordance with the instructions hereinafter set forth in this Agreement, and the Warrant Agent hereby accepts such appointment.

     Section 2.     Form of Warrant. The text of the Warrants and of the form of election to purchase Common Stock to be printed on the reverse thereof shall be substantially as set forth in Exhibit A attached hereto. Each Warrant shall entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of Three Dollars and Thirty Cents ($3.30), at any time commencing on the Separation Date (as hereinafter defined) until 5:00 p.m. Eastern time, on January 29, 2009 (the "Warrant Exercise Period"). The securities comprising the Units will become detachable and separately transferable commencing February 28, 2004 or such earlier date as to which the Underwriter consents (the "Separation Date"). The warrant price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer, President or Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.

     Warrants shall be dated as of the issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange.

     In the event the aforesaid expiration dates of the Warrants fall on a Saturday or Sunday, or on a legal holiday on which the New York Stock Exchange is closed, then the Warrants shall expire at 5:00 p.m. Eastern time on the next succeeding business day.

UNDERWRITER'S UNIT WARRANT AGREEMENT

UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of February __, 2004, between Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").

W I T N E S S E T H:

WHEREAS, pursuant to the terms of an Underwriting Agreement dated as of January _____, 30, 2004 (the "Underwriting Agreement") between the Underwriter and the Company, the Underwriter has agreed to purchase, in a public offering under the Securities Act of 1933, as amended (the "Act"), on a firm commitment basis (the "Offering"), One Million Three Hundred Fifty Thousand (1,350,00) units (the "Offered Units") at a public offering price of $6.00 per Offered Unit, each Offered Unit consisting of two (2) shares of the Company's common stock, par value $.001 per share (the "Common Shares") (each Common Share constituting part of an Offered Unit referred to as an "Offered Share"), and one (1) Common Share purchase warrant to purchase one (1) Common Share ("Offered Warrant"), with an option to purchase up to an additional Two Hundred Two Thousand Five Hundred (202,500) Offered Units for the purpose of covering over-allotments; and

WHEREAS, as additional consideration to the Underwriter for its services pursuant to the Underwriting Agreement, the Company has agreed to issue to the Underwriter a warrant ("Underwriter's Unit Warrant") to purchase up to an aggregate of 135,000 units (the "Underwriter's Units") with an exercise price equal to $7.20, each Underwriter's Unit consisting of two (2) Common Shares ("Underwriter's Shares") and one (1) warrant to purchase one Common Share ("Underwriter's Warrant"), having the same terms as the Offered Warrants, except that the exercise price of each Underwriter's Warrant shall be 180% of the price allocated to one Offered Share; and

NOW, THEREFORE, in consideration of the foregoing premises, the payment by the Underwriter to the Company of an aggregate of One Hundred Dollars and No Cents ($100.00), the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Grant. The Underwriter, and/or its designees who are officers or partners (not directors) of the Underwriter or members of the selling group (the "Underwriter's Designees"), in connection with the Offering, are hereby granted the right to purchase, at any time from January 29, 2005 until 5:00 P.M., Eastern time, on January 29, 2009 (the "Warrant Exercise Term"), up to an aggregate of 135,000 Underwriter's Units at the initial exercise price (subject to adjustment

as provided in Section 8 hereof) of $7.20 per Underwriter's Unit (the "Unit Exercise Price"). Notwithstanding the foregoing, the Warrants shall become immediately exercisable upon a Change in Control (as defined in Section 12(d) herein) of the Company. The Underwriter's Shares issuable upon exercise of the Underwriter's Warrants are in all respects identical to the Common Shares being purchased by the Underwriter for resale to the public pursuant to the terms and provisions of the Underwriting Agreement.

     2.     Underwriter's Unit Warrant Certificates. The Underwriter's warrant certificates (the "Underwriter's Unit Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth in Exhibit A, attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

     3.     Exercise of Underwriter's Unit Warrants. The Underwriter's Unit Warrants initially are exercisable at an initial exercise price per Underwriter's Unit as set forth in Section 6 hereof, payable by electronic wire transfer, subject to adjustment as provided in Section 8 hereof, provided such Underwriter's Warrants shall be exercised in minimum amounts equal to the lesser of 2,500 Units or the amount of Units owned by the Holder. Upon surrender at the Company's principal offices (presently located at 28 Cottrell Street, Mystic, CT 06355), of an Underwriter's Unit Warrant and a completed and executed form of Election to Purchase (in the form of Exhibit B attached hereto), together with payment of the purchase price for the number of Underwriter's Units purchased, the registered holder of an Underwriter's Unit Warrant ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Underwriter's Units so purchased. The Underwriter's Shares and the Underwriter's Warrants comprising the Underwriter's Units shall consist of the same Offered Shares and Offered Warrants as being sold to the public in the Offering, and shall contain the same terms and conditions and rights, and the Underwriter's Warrant obtained upon exercise of the Underwriter's Unit Warrant shall have an exercise price of $5.40 per Underwriter's Warrant (the "Warrant Exercise Price"). The purchase rights represented by each Underwriter's Unit Warrant are exercisable at the option of the Holder thereof, in whole or in part, provided such Underwriter's Warrants shall be exercised subject to the minimum requirements set forth in this Section 3. In the case of the purchase of less than all the Underwriter's Units purchasable under any Underwriter's Unit Warrant, the Company shall cancel the Underwriter's Unit Warrant upon the surrender thereof and shall execute and deliver a new Underwriter's Unit Warrant of like tenor for the balance of the Underwriter's Units purchasable thereunder. The Unit Exercise Price and the Warrant Exercise Price are hereinafter sometimes collectively referred to as the "Exercise Price". Upon separation of the Units, the minimum amounts to be exercised shall be equal to the lesser of (i) 5,000 Common Shares or 2,500 Underwriter's Warrants or (ii) the amount of Common Shares or Underwriter's Warrants, as the case may be, owned by the Holder. All numbers in this Section 3 shall be subject to adjustment in accordance with Section 8.

PLACEMENT AGENT WARRANT AGREEMENT

     PLACEMENT AGENT WARRANT AGREEMENT (this "Agreement"), dated as of November 3, 2000, between FLIGHT SAFETY TECHNOLOGIES, INC. a Delaware corporation ("Company"), and SPENCER TRASK VENTURES, INC. (formerly known as Spencer Trask Securities, Incorporated) ("Agent").

W I T N E S S E T H

     WHEREAS, the Agent has agreed pursuant to the Placement Agency Agreement, dated June 26, 2000, by and between the Agent and the Company (the "Placement Agency Agreement") to act as the exclusive placement agent in connection with the Company's proposed private placement (the "Offering") of up to 70 units ("Units") (plus up to an additional 21 Units, or such greater amount as the Company and the Agent shall agree, solely to cover over-subscriptions, if any), each Unit consisting of 30,303 shares of the Company's Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"); and

     WHEREAS, the Company has agreed to issue to the Agent or its designee(s) warrants ("Warrants") to purchase a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock contained in the Units sold in the Offering; and

     WHEREAS, the Warrants to be issued pursuant to this Agreement will be issued at each of the Closings (as such term is defined in the Placement Agency Agreement) by the Company to the Agent in consideration for, and as part of the Agent's compensation in connection with, the Agent acting as the placement agent pursuant to the Placement Agency Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.      Grant. The Company hereby grants to the Agent and its assigns (each, a "Holder"), the right to purchase, at any time during the term ("Warrant Exercise Term") commencing on the date hereof and ending at 5:30 p.m., New York time, on the earlier of (a) the tenth anniversary of the date of the Final Closing (as defined in the Placement Agency Agreement) or (b) the date which is three years after the closing date of an IPO as defined in Section 3(e) of the Placement Agency Agreement of the Company's equity securities commenced within such ten-year period, an aggregate number of shares of Series A Preferred Stock ("Warrant Shares") equal to twenty percent (20%) of the number of shares of Series A Preferred Stock contained in the Units sold in the Offering, at an initial exercise price of $3.30 per share, subject to adjustment as provided in Section 6 hereof (as in effect from time to time, the "Exercise Price").

     2.     Warrant Certificates. The Warrants shall be evidenced by warrant certificates ("Warrant Certificates") in the form of Exhibit A hereto which shall be issued and delivered to the Agent upon each sale of Units in respect of which Warrants shall become issuable hereunder. The Warrant Certificates, and the certificates representing the Warrant Shares and or other securities, property or rights issuable upon exercise of the Warrants (collectively, the "Warrant Securities"), shall be executed on behalf of the Company by the manual or facsimile signature of the then present President attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance notwithstanding any subsequent division, exchange, substitution or transfer.

     WARRANT AGENT AGREEMENT dated as of ________, 2003, by and among Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), The Shemano Group, Inc. (the "Underwriter"), and Pacific Stock Transfer Company, as warrant agent (hereinafter called the "Warrant Agent").

     WHEREAS, the Company proposes to issue and sell to the public up to _____ units (the "Units"), each Unit consisting of two shares of the common stock of the Company, par value $.001 per share (hereinafter, together with the stock of any other class to which such shares may hereafter have been changed, called "Common Stock"), and one Common Stock purchase warrant (the "Warrants");

     WHEREAS, each Warrant will entitle the holder to purchase one share of Common Stock;

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

     Section 1.     Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as Warrant Agent for the Company in accordance with the instructions hereinafter set forth in this Agreement, and the Warrant Agent hereby accepts such appointment.

     Section 2.     Form of Warrant. The text of the Warrants and of the form of election to purchase Common Stock to be printed on the reverse thereof shall be substantially as set forth in Exhibit A attached hereto. Each Warrant shall entitle the registered holder thereof to purchase one share of Common Stock at a purchase price of __________ ($____), at any time commencing on the Separation Date (as hereinafter defined) until 5:00 p.m. Eastern time, on ________, 2008 [5 years after effective date] (the "Warrant Exercise Period"). The securities comprising the Units will become detachable and separately transferable commencing ________, 2004 [30 days after effective date] or such earlier date as to which the Underwriter consents (the "Separation Date"). The warrant price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer, President or Vice President of the Company, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.

     Warrants shall be dated as of the issuance by the Warrant Agent either upon initial issuance or upon transfer or exchange.

     In the event the aforesaid expiration dates of the Warrants fall on a Saturday or Sunday, or on a legal holiday on which the New York Stock Exchange is closed, then the Warrants shall expire at 5:00 p.m. Eastern time on the next succeeding business day.

     Section 3.     Countersignature and Registration. The Warrant Agent shall maintain books for the transfer and registration of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof. The Warrants shall be countersigned manually or by facsimile by the Warrant Agent (or by any successor to the Warrant Agent then acting as warrant agent under this Agreement) and shall not be valid for any purpose unless so countersigned. Warrants may, however, be so countersigned by the Warrant Agent (or by its successor as Warrant Agent) and be delivered by the Warrant Agent, notwithstanding that the persons whose manual or facsimile signatures appear thereon as proper officers of the Company shall have ceased to be such officers at the time of such countersignature or delivery.

     Section 4.     Transfers and Exchanges. The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

     Section 5.     Exercise of Warrants. Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised commencing at the opening of business on the first day of the Warrant Exercise Period, to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable shares of Common Stock specified in such Warrants upon surrender of such Warrants to the Company at the office of the Warrant Agent, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the warrant price, determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such warrant price shall be made in cash or by certified check or bank draft to the order of the Company. Subject to Section 6, upon such surrender of Warrants and payment of the warrant price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrants and payment of the warrant price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for a portion of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares of Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued to the registered holder for the remaining number of shares of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. Anything in the foregoing to the contrary notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended (the "Act"), covering the shares of Common Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the date on which the Warrants become exercisable.

     Section 6.     Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Common Stock issuable upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of any certificates of shares of Common Stock in a name other than that of the registered holder of Warrants in respect of which such shares are issued, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any certificate for shares of Common Stock or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's satisfaction that such tax has been paid.

     Section 7.     Mutilated or Missing Warrants. In case any of the Warrants shall be mutilated, lost, stolen or destroyed, the Company may, in its discretion, issue and the Warrant Agent shall countersign and deliver in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction and, in case of a lost, stolen or destroyed Warrant, indemnity, if requested, also satisfactory to them. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such reasonable charges as the Company or the Warrant Agent may prescribe.

     Section 8.     Reservation of Common Stock. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued shares of Common Stock, a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the transfer agent for the shares of Common Stock and every subsequent transfer agent for any shares of the Company's Common Stock issuable upon the exercise of any of the rights of purchase aforesaid are irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company agrees that all shares of Common Stock issued upon exercise of the Warrants shall be, at the time of delivery of the certificates of such shares, validly issued and outstanding, fully paid and non-assessable and listed on any national securities exchange upon which the other shares of Common Stock are then listed. So long as any unexpired Warrants remain outstanding, the Company will file such post-effective amendments to the registration statement (Form SB-2, Registration No. 333-109916) (the "Registration Statement") filed pursuant to the Act with respect to the Warrants (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus meeting the requirements of Section 10(a)(3) of the Act and otherwise complying therewith, and will deliver such a prospectus to each such person. The Company will keep a copy of this Agreement on file with the transfer agent for the shares of Common Stock and with every subsequent transfer agent for any shares of the Company's Common Stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is irrevocably authorized to requisition from time to time from such transfer agent stock certificates required to honor outstanding Warrants. The Company will supply such transfer agent with duly executed stock certificates for that purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company, and such cancelled Warrants shall constitute sufficient evidence of the number of shares of Common Stock which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding, and thereafter no shares of Common Stock shall be subject to reservation in respect of such Warrants that shall have expired.

FORM OF UNDERWRITER'S UNIT WARRANT AGREEMENT

     UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of ________, 2003, between Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").

W I T N E S S E T H:

     WHEREAS, pursuant to the terms of an Underwriting Agreement dated as of _______, 2003 (the "Underwriting Agreement") between the Underwriter and the Company, the Underwriter has agreed to purchase, in a public offering under the Securities Act of 1933, as amended (the "Act"), on a firm commitment basis (the "Offering"), _________ units (the "Offered Units") at a public offering price of $___ per Offered Unit, each Offered Unit consisting of two (2) shares of the Company's common stock, par value $.001 per share (the "Common Shares") (each Common Share constituting part of an Offered Unit referred to as an "Offered Share"), and one (1) Common Share purchase warrant to purchase one (1) Common Share ("Offered Warrant"), with an option to purchase up to an additional _____ Offered Units for the purpose of covering over-allotments; and

     WHEREAS, as additional consideration to the Underwriter for its services pursuant to the Underwriting Agreement, the Company has agreed to issue to the Underwriter a warrant ("Underwriter's Unit Warrant") to purchase up to an aggregate of ________ units (the "Underwriter's Units") with an exercise price equal to $_______ [120% of the Offered Unit price], each Underwriter's Unit consisting of two (2) Common Shares ("Underwriter's Shares") and one (1) warrant to purchase one Common Share ("Underwriter's Warrant"), having the same terms as the Offered Warrants; and

     NOW, THEREFORE, in consideration of the foregoing premises, the payment by the Underwriter to the Company of an aggregate of One Hundred Dollars and No Cents ($100.00), the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.      Grant. The Underwriter, and/or its designees who are officers or partners (not directors) of the Underwriter or members of the selling group (the "Underwriter's Designees"), in connection with the Offering, are hereby granted the right to purchase, at any time from ______, 2004 [one year from the Effective Date] until 5:00 P.M., Eastern time, on ____, 2008 [five years from the Effective Date] (the "Warrant Exercise Term"), up to an aggregate of _________ Underwriter's Units at the initial exercise price (subject to adjustment as provided in Section 8 hereof) of $____ per Underwriter's Unit (the "Unit Exercise Price")[120% of the Offered Unit price]. Notwithstanding the foregoing, the Warrants shall become immediately exercisable upon a change in control of the Company. The Underwriter's Shares issuable upon exercise of the Underwriter's Warrants are in all respects identical to the Common Shares being purchased by the Underwriter for resale to the public pursuant to the terms and provisions of the Underwriting Agreement.

     2.      Underwriter's Unit Warrant Certificates. The Underwriter's warrant certificates (the "Underwriter's Unit Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth in Exhibit A, attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

     3.      Exercise of Underwriter's Unit Warrants. The Underwriter's Unit Warrants initially are exercisable at an initial exercise price per Underwriter's Unit as set forth in Section 6 hereof, payable by cash or certified check, subject to adjustment as provided in Section 8 hereof. Upon surrender at the Company's principal offices (presently located at 28 Cottrell Street, Mystic, CT 06355), of an Underwriter's Unit Warrant and a completed and executed form of Election to Purchase (in the form of Exhibit B attached hereto), together with payment of the purchase price for the number of Underwriter's Units purchased, the registered holder of an Underwriter's Unit Warrant ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Underwriter's Units so purchased. The Underwriter's Shares and the Underwriter's Warrants comprising the Underwriter's Units shall consist of the same Offered Shares and Offered Warrants as being sold to the public in the Offering, and shall contain the same terms and conditions and rights, and the Underwriter's Warrant obtained upon exercise of the Underwriter's Unit Warrant shall have an exercise price of $_____ per Underwriter's Warrant (the "Warrant Exercise Price") [the Offered Warrant exercise price]. The purchase rights represented by each Underwriter's Unit Warrant are exercisable at the option of the Holder thereof, in whole or in part. In the case of the purchase of less than all the Underwriter's Units purchasable under any Underwriter's Unit Warrant, the Company shall cancel the Underwriter's Unit Warrant upon the surrender thereof and shall execute and deliver a new Underwriter's Unit Warrant of like tenor for the balance of the Underwriter's Units purchasable thereunder. The Unit Exercise Price and the Warrant Exercise Price are hereinafter sometimes collectively referred to as the "Exercise Price."

     4.      Issuance of Certificates. Upon the exercise of the Underwriter's Unit Warrant, the issuance of certificates for the Underwriter's Warrants and Underwriter's Shares or other securities, properties or rights underlying such Underwriter's Unit Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

     The Underwriter's Unit Warrants and the certificates representing the Underwriter's Warrants and Underwriter's Shares issuable upon exercise of the Underwriter's Unit Warrant shall be executed on behalf of the Company in the same manner as the certificates for the Offered Shares and Offered Warrants. The Underwriter's Unit Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Underwriter's Shares and Underwriter's Warrants issuable upon exercise of the Underwriter's Unit Warrants shall be identical in form and substance to the Offered Shares and Offered Warrants, including the terms of redemption for the Offered Warrants sold to the public.

     5.      Restriction on Transfer of Underwriter's Unit Warrant. The Holder of a Underwriter's Unit Warrant, by its acceptance thereof, covenants and agrees that the Underwriter's Unit Warrant is being acquired as an investment and not with a view to the distribution thereof; and that the Underwriter's Unit Warrant may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one year from _______, 2003, the effective date of the Offering (the "Effective Date"), except to the Underwriter's Designees and/or their officers or partners as required for compliance with NASD Rule 2710(c)(7)(A), and upon presentment of a properly executed Form of Assignment in the form set forth on Exhibit C attached hereto and made a part hereof.

     6.      Exercise Price.

          6.1     Initial and Adjusted Exercise Price. Except as otherwise provided in Section 8 hereof, the initial exercise price of each Underwriter's Unit Warrant shall be $___ [120% of the Offered Unit price] per Underwriter's Unit. The exercise price of the Underwriter's Warrant and the number of Underwriter's Shares to be received upon exercise of the Underwriter's Unit Warrant shall be subject to adjustment as provided in Section 8 hereof.

     7.      Registration Rights.

          7.1     Demand Registration Under the Securities Act of 1933. At any time commencing after _________, 2004 [one (1) year from the Effective Date] through and including ___________, 2008 [five (5) years from the Effective Date], the Underwriter and all other Holders of the Underwriter's Unit Warrants, Underwriter's Shares, Underwriter's Warrants or the Common Shares underlying the Underwriter's Warrants, representing a majority of the Common Shares issuable upon the exercise of the Units (assuming the exercise of all of the Underwriter's Unit Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and the Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Underwriter's Shares or Underwriter's Warrants and during a period equal to the longer of: (i) nine (9) months or (ii) the unexpired term of the Underwriter's Warrants by such Holders and any other Holders of the Underwriter's Unit Warrant who shall notify the Company within ten (10) days after receiving notice from the Company of such request.

          7.2     Piggyback Registration. If, at any time commencing after ______, 2004 [one year from the Effective Date], through and including ________, 2010 [seven (7) years from the Effective Date], the Company proposes to register any of its securities under the Act (other than in connection with a merger or similar transaction with a filing on a Form S-4 or pursuant to Form S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Unit Warrants, Underwriter's Units, Underwriter's Shares, Underwriter's Warrants or the Common Shares underlying the Underwriter's Warrants, of its intention to do so. If the Underwriter or any of the other Holders of the Underwriter's Unit Warrants, Underwriter's Units, Underwriter's Shares, Underwriter's Warrants or the Common Shares underlying the Underwriter's Warrants notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Underwriter's Unit Warrants, Underwriter's Units, Underwriter's Shares, Underwriter's Warrants or the Common Shares underlying the Underwriter's Warrants, the opportunity to have any of such securities registered under such registration statement.

     Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Non-US Subscription Agreement

SUBSCRIPTION AGREEMENT, dated as of August 30, 2003 (this �Agreement�), by and between BBJ Environmental Technologies, Inc. a Nevada corporation (the �Company�), and the individual named on the signature page hereto (the �Investor�).

WHEREAS, the Investor desires to loan cash to the Company in exchange for a convertible promissory note, substantially in the form of Exhibit A hereto (the �Note�), which will be convertible into shares of common stock, par value 0.001 per share, of the Company (the �Common Stock�) and warrants to purchase  . . .

US Subscription Agreement

SUBSCRIPTION AGREEMENT, dated as of October 9, 2003 (this �Agreement�), by and between BBJ Environmental Technologies, Inc. a Nevada corporation (the �Company�), located at 6802 Citicorp Drive, Suite 500, Tampa, FL 33619, and the individual named on the signature page hereto (the �Stockholder�).

WHEREAS, the Stockholder desires to contribute cash to the Company in exchange for shares of common stock, par value $0.001 per share, of the Company (the �Common Stock�); and

WHEREAS, simultaneously herewith, certain other persons are  . . .

SUBSCRIPTION AGREEMENT

  . . .

                            WARRANT TO PURCHASE STOCK

THIS WARRANT AND THE SHARES ISSUABLE  HEREUNDER HAVE NOT BEEN  REGISTERED  UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR THE SECURITIES  LAWS OF
ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL  REGISTERED  UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL  COUNSEL IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE ISSUER OF
THESE  SECURITIES,  SUCH OFFER,  SALE OR  . . .

MILACRON CAPITAL HOLDINGS B.V.
as Issuer

and

MILACRON INC.
as Guarantor

?\euro115,000,000
7.625% Guaranteed Bonds due 2005

Subscription Agreement