Huizenga H Wayne – ‘SC 13D’ on 10/28/96 re: CBIZ, Inc. – EX-2

As of:  Monday, 10/28/96   ·   Accession #:  950144-96-7349   ·   File #:  5-47197

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Int. Alliance Services/H.Wayne Huizenga SC 13D         7     24K 
 2: EX-2        Series A Warrant Certificate                          11     37K 
 3: EX-3        Series B Warrant Certificate                          11     37K 
 4: EX-4        Series C Warrant Certificate                          11     37K 

EX-2   —   Series A Warrant Certificate

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                                                                       EXHIBIT 2

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES   
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES   
LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF 
AN EFFECTIVE REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH      
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS        
PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.               

SERIES A WARRANT CERTIFICATE

To Purchase 2,000,000 Shares of Common Stock of:  

REPUBLIC ENVIRONMENTAL SYSTEMS, INC.

      THIS IS TO CERTIFY THAT H. Wayne Huizenga (the "Holder") or Holder's
registered assigns, is entitled to purchase from REPUBLIC ENVIRONMENTAL         
SYSTEMS, INC., a Delaware corporation (the "Company"), up to 2,000,000 shares   
of the Company's common stock, par value $.01 per share (the "Common Stock"),   
on the terms and conditions hereinafter set forth.                              

1        GRANT OF WARRANT                                                       

        1.1     GRANT.  The Company hereby grants the Holder Series A Warrants
to purchase 2,000,000 shares of Common Stock at a purchase price of $2.625 per  
share (as adjusted from time to time pursuant to Section 2 hereof, the "Warrant 
Price"), exercisable in whole or in part at any time and from time to time from 
October 18, 1996 (the "Issue Date") until 6:00 p.m. on the date two years after 
the Issue Date or, if such date is not a regular business day, on the next      
occurring regular business day (as adjusted from time to time pursuant to       
Section 2 hereof, the "Warrants" and the shares to be issued upon the exercise  
thereof are "Warrant Shares").                                                  

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  1.2     SHARES TO BE ISSUED; RESERVATION OF SHARES.  The Company
covenants and agrees that (a) all Warrant Shares, upon issuance in accordance   
with the terms hereof, and the payment of the purchase price therefor, will be  
duly authorized, validly issued and outstanding, fully paid and non-assessable, 
and free from all taxes, liens and charges with respect to the issuance thereof 
other than those created by or arising through Holder, (b) the Company will     
from time to time take all actions necessary to assure that the par value per   
share of the Common Stock is at all times equal to or less than the applicable  
Warrant Price, and (c) the Company will at all times during the exercise period 
have authorized and reserved sufficient shares of Common Stock to provide for   
the exercise of the Warrants in full.                                           

2        ADJUSTMENTS TO WARRANT RIGHTS.  The number of Warrant Shares for which 
Warrants are exercisable, and the Warrant Price of such shares shall be subject 
to adjustment from time to time as set forth in this Section 2.  The Company    
shall give Holder notice of any event described below which requires an         
adjustment pursuant to this Section 2 within a reasonable period of time after  
such event.                                                                     

    2.1     STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.  If at any
time the Company shall:                                                         

         2.1.1          take a record of the holders of its Common Stock for
    the purpose of entitling them to receive a dividend payable in, or
other distribution of, additional shares of Common Stock,     

          2.1.2          subdivide its outstanding shares of Common Stock into
a larger number of shares of Common Stock, or                 

          2.1.3          combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,                     

then (i) the number of Warrant Shares for which a Warrant is exercisable        
immediately prior to the occurrence of any such event shall be adjusted to      
equal the number of shares of Common Stock which a record holder of the same    
number of shares of Common Stock for which a Warrant is exercisable immediately 
prior to the occurrence of such event would own or be entitled to receive after 
the happening of such event and (ii) the Warrant Price immediately prior to the 
occurrence of such event shall be adjusted to equal the product of the Warrant  
Price multiplied by a fraction, the numerator of which shall be the number of   
Warrant Shares for which a Warrant is exercisable immediately prior to the      
adjustment and the denominator of which shall be the number of Warrant Shares   
for which a Warrant is exercisable immediately after such adjustment.           

       2.2     OTHER DIVIDENDS AND DISTRIBUTIONS.  If the Company shall make
or fix a record date for the holders of Common Stock entitled to receive a      
dividend or other distribution payable in securities of the Company other than  
shares of Common Stock, then lawful and adequate                                

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provision shall be made so that Holder shall be entitled to receive upon        
exercise of the Warrants, for the aggregate Warrant Price in effect prior       
thereto, in addition to the number of Warrant Shares immediately theretofore    
issuable upon exercise of the Warrants, the kind and number of securities of    
the Company which Holder would have owned and been entitled to receive had the  
Warrants been exercised immediately prior to that date (pro rated in the case   
of any partial exercise).                                                       

     2.3     RECLASSIFICATION, EXCHANGE AND SUBSTITUTION.  If the Common
Stock is changed into the same or a different number of shares of any class or  
classes of stock, whether by reclassification, exchange, substitution or        
otherwise (other than a subdivision or combination of shares, stock dividend or 
a reorganization, merger, consolidation or sale of assets, each as provided for 
elsewhere in this Section 2) then the Holder of the Warrants shall be entitled  
to receive upon exercise of the Warrants, in lieu of the Warrant Shares         
immediately theretofore issuable upon exercise of the Warrants, for the         
aggregate Warrant Price in effect prior thereto, the kind and amount of stock   
and other securities and property receivable upon such reclassification,        
exchange, substitution or other change, which Holder would have been entitled   
to receive had the Warrants been exercised immediately prior to such            
reclassification, exchange, substitution or change (pro rated in the case of    
any partial exercise).                                                          

      2.4     REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.
If any of the following transactions (each, a "Special Transaction") shall      
become effective: (a) a capital reorganization (other than a dividend or other  
distribution, subdivision, combination, reclassification, substitution or       
exchange of shares provided for elsewhere in this Section 2), (b) a             
consolidation or merger of the Company with and into another entity (where the  
Company is not the surviving corporation or where there is a change in, or      
distribution with respect to, the Common Stock), or (c) a sale or conveyance of 
all or substantially all of the Company's assets, then, as a condition of the   
Special Transaction, lawful and adequate provision shall be made so that Holder 
shall thereafter have the right to purchase and receive upon exercise of the    
Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon   
exercise of the Warrants, for the aggregate Warrant Price in effect immediately 
prior to such consummation, such shares of stock, other securities, cash or     
other assets ("Other Property") as may be issued or paid pursuant to the terms  
of such Special Transaction to the holders of shares of Common Stock for which  
such Warrants could have been exercised immediately prior to such Special       
Transaction (pro rated in the case of any partial exercises).  In connection    
with any Special Transaction, appropriate provision shall be made with respect  
to the rights and interests of Holder to the end that the provisions of the     
Warrants (including without limitation provisions for adjustment of the Warrant 
Price and the number of Warrant Shares issuable upon the exercise of the        
Warrants), shall thereafter be applicable, as nearly as may be practicable, to  
any Other Property thereafter deliverable upon the exercise of the Warrants.    
The Company shall not effect any Special Transaction unless prior to, or        
simultaneously with, the closing, the successor entity (if other than the       
Company), if any, resulting from such consolidation or merger or the entity     
acquiring such assets shall assume by a written instrument executed and mailed  
by certified mail or delivered to Holder at the address of Holder appearing on  
the books of the Company, the obligation of the                                 

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Company or such successor corporation to deliver to Holder such Other Property, 
as in accordance with the foregoing provisions, which Holder shall have the     
right to purchase.                                                              

2.5     SALES BELOW CURRENT MARKET VALUE.                     

   2.5.1          Excluding shares, rights, options, warrants or
convertible or exchangeable securities issued in any of the   
       transactions described in Sections 2.1, 2.2, 2.3 or 2.4 above, in the
        event the Company shall (i) sell and issue shares of Common Stock at a
        price per share lower than the Current Market Price (defined below) or
(ii) sell or issue rights, options, warrants or convertible or
  exchangeable securities containing the right to subscribe for or
   purchase shares of Common Stock and the price per share for which
       Common Stock is issuable upon the exercise, exchange or conversion of
such rights, options, warrants or convertible or exchangeable 
  securities shall be less than the Current Market Price, then the
     Warrant Price shall be reduced to a price determined by multiplying
        the Warrant Price by a fraction (i) the numerator of which shall equal
        the sum of (a) the number of shares of Common Stock outstanding at the
     close of business on the date immediately prior to the date of such
     issuance or sale plus (b) the number of shares of Common Stock that
       the maximum aggregate consideration received by the Company to effect
      such issuance or sale of Common Stock or the exercise, conversion or
     exchange of all of such rights, options, warrants or convertible or
       exchangeable securities into shares of Common Stock would purchase at
      the Warrant Price, and (ii) the denominator of which shall equal the
       number of shares of Common Stock outstanding at the close of business
    on the date of such issuance after giving effect to such issuance.
     For purposes of this Agreement, Current Market Price shall mean, in
        respect of any share of Common Stock on any date herein specified, (a)
  if there shall then be a public market for the Common Stock, the
     average of the daily market prices for 10 consecutive business days
      commencing 25 days before such date; the daily market price for each
    such business day being (i) the last sale price on such day on the
        Nasdaq National Market ("Nasdaq") or principal stock exchange on which
       such Common Stock is then listed, (ii) if no sale takes place on such
        day on any such exchange, the average of the last reported closing bid
     and asked prices on such day as officially quoted on Nasdaq or such
     principal exchange, (iii) if the Common Stock is not then listed or
     admitted to trading on Nasdaq or any stock exchange, the average of
   the last reported closing bid and asked prices on such day in the
     over-the-counter market, as furnished by the quotation systems upon
     which the Common Stock is then quoted, provided that such quotation
        systems are operated by the National Association of Securities Dealers
      ("NASD") or its affiliates or the National Quotation Bureau, Inc. or
      its affiliates, (iv) if none of such entities at the time is engaged
       in the business of reporting such prices, as furnished by any similar
      firm then engaged in such business, or (v) if there is no such firm,
        as furnished by any member of the NASD selected by the Company; or (b)
      at any time that there is no public market for the Common Stock, the
        fair market value per share of Common Stock on such date as determined
in good faith by the Board of Directors of the Company.       

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      2.5.2          For the purpose of making any adjustment required
       under this Section 2.5, the consideration received by the Company for
      any issue or sale of securities shall (a) if it consists of cash, be
  computed as the net amount of cash received by the Company after
       deduction of any expenses payable by the Company and any underwriting
       or similar commissions, compensation or concession in connection with
        such issue or sale, (b) if it consists of property other than cash, be
  computed at the fair value of that property as determined by the
   Company's Board of Directors in good faith, (c) if such shares of
     Common Stock or rights, options, warrants or convertible securities
     are issued or sold together with other stock or securities or other
 assets of the Company for a consideration which covers both, be
       computed as that portion of the consideration so received that may be
        reasonably determined by the Board of Directors of the Company in good
  faith to be allocated to such shares of Common Stock, or rights,
      options, warrants or convertible or exchangeable securities, and (d)
if the issuance shall be of such rights, options, warrants or 
     convertible or exchangeable securities to purchase Common Stock, be
       determined by dividing (x) the total amount receivable by the Company
    in consideration of the sale and issuance of such rights, options,
    warrants or convertible or exchangeable securities, plus the total
   consideration payable to the Company upon exercise, conversion or
    exchange thereof by (y) the total number of shares of Common Stock
covered by such rights, options, warrants or convertible or   
exchangeable securities.                                      

          2.5.3          Upon each adjustment of the Warrant Price per Warrant
        Share pursuant to Section 2.5.1, the Warrants shall thereupon evidence
the right to purchase that number of shares of Common Stock   
   (calculated to the nearest hundredth of a share) equal to (a) the
 product of (i) the number of shares of Common Stock for which a
        Warrant is exercisable immediately prior to such adjustment multiplied
by (ii) the Warrant Price in effect immediately prior to such 
   adjustment divided by (b) the Warrant Price in effect immediately
after such adjustment.                                        

        2.5.4          No further adjustments under this Section 2.5 shall
        be made upon the actual issuance of such Common Stock or upon exercise
   or conversion of such warrants, rights, options or convertible or
        exchangeable securities causing any adjustment under this Section 2.5.

       2.6     LIQUIDATION.  If the Company shall, at any time, prior to the
expiration of the Warrants, dissolve, liquidate or wind up its affairs, Holder  
shall have the right, but not the obligation, to exercise the Warrants.  Upon   
such exercise, Holder shall have the right to receive, in lieu of the shares of 
Common Stock that Holder otherwise would have been entitled to receive upon     
such exercise, the same kind and amount of assets as would have been issued,    
distributed or paid to Holder upon any such dissolution, liquidation or winding 
up with respect to such shares of Common Stock had Holder been the holder of    
record of such shares of Common Stock receivable upon exercise of the Warrants  
on the date for determining those entitled to receive any such distribution.    
If any such dissolution, liquidation or winding up results in any cash          

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distribution in excess of the Warrant Price, Holder may, at Holder's option,    
exercise the Warrants without making payment of the applicable Warrant Price    
and, in such case, the Company shall, upon distribution to Holder, consider the 
applicable Warrant Price per Warrant Share to have been paid in full, and in    
making settlement to Holder shall deduct an amount equal to the applicable      
Warrant Price from the amount payable to Holder.                                

        2.7     NOTICE.  Whenever the Warrants or the number of Warrant Shares
issuable hereunder is to be adjusted as provided herein or a dividend or        
distribution (in cash, stock or otherwise and including, without limitation,    
any distributions under Section 2.6) is to be declared by the Company, or a     
definitive agreement with respect to a Special Transaction has been entered     
into, the Company shall forthwith cause to be sent to the Holder at the last    
address of the Holder shown on the books of the Company, by first-class mail,   
postage prepaid, at least ten (10) days prior to the record date specified in   
(a) below or at least twenty (20) days before the date specified in (b) below,  
a notice stating in reasonable detail the relevant facts and any resulting      
adjustments and the calculation thereof, if applicable, and stating (if         
applicable):                                                                    

          2.7.1          the date to be used to determine (a) which holders of
   Common Stock will be entitled to receive notice of such dividend,
       distribution, subdivision or combination (the "Record Date"), and (b)
 the date as of which such dividend distribution, subdivision or
    combination shall be made; or, if a record is not to be taken, the
       date as of which the holders of Common Stock of record to be entitled
      to such dividend, distribution, subdivision or combination are to be
  determined (provided, that in the event the Company institutes a
     policy of declaring cash dividends on a periodic basis, the Company
       need only provide the relevant information called for in this Section
  2.7.1 with respect to the first cash dividend payment to be made
   pursuant to such policy and thereafter provide only notice of any
   changes in the amount or the frequency of any subsequent dividend
payments), or                                                 

        2.7.2          the date on which a Special Transaction is expected
   to become effective, and the date as of which it is expected that
       holders of Common Stock of record shall be entitled to exchange their
     shares of Common Stock for securities or other property deliverable
     upon consummation of the Special Transaction (the "Exchange Date").

     2.8     FRACTIONAL INTERESTS.  The Company shall not be required to
issue fractions of shares of Common Stock upon the exercise of a Warrant. If    
any fraction of a share of Common Stock would be issuable upon the exercise of  
a Warrant, the Company shall, upon such issuance, purchase such fraction for an 
amount in cash equal to the current value of such fraction, computed on the     
basis of the Current Market Price on the last business day prior to the date of 
exercise.                                                                       

      2.9     EFFECT OF ALTERNATE SECURITIES.  If at any time, as a result
of an adjustment made pursuant to this Section 2, Holder shall become entitled  
to receive any securities of the Company other than shares of Common Stock,     
then the number of such other securities receivable upon exercise of the        
Warrants shall be subject to adjustment from time to time on terms as nearly    

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equivalent as practicable to the provisions with respect to shares of Common    
Stock contained in this Section 2.                                              

   2.10    SUCCESSIVE APPLICATION.  The provisions of this Section 2
shall similarly apply from time to time to successive events covered by this    
Section 2.                                                                      

       2.11    WHEN ADJUSTMENTS ARE TO BE MADE.  The adjustments required by
this Section 2 shall be made whenever and as often as any specified event       
requiring an adjustment shall occur, except that any adjustment to the number   
of shares for which the Warrants are exercisable that would otherwise be        
required may be postponed (except in the case of a subdivision or combination   
of shares of the Common Stock, as provided for in Section 2.1) up to, but not   
beyond, the date and time of exercise of any Warrants if such adjustment either 
by itself or with other adjustments not previously made adds or subtracts less  
than 1% to the number of shares of Common Stock for which the Warrants          
initially issued pursuant to this Agreement are exercisable immediately prior   
to the making of such adjustment.  Any adjustment representing a change of less 
than such minimum amount (except as aforesaid) which is postponed shall be      
carried forward and made as soon as such adjustment, together with other        
adjustments required by this Section 2 and not previously made, would result in 
a minimum adjustment or on the date of exercise.  For the purpose of any        
adjustment, any specified event shall be deemed to have occurred at the close   
of business on the date of its occurrence.                                      

    2.12    WHEN ADJUSTMENT NOT REQUIRED.  If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling then to  
receive a dividend or distribution or subscription or purchase rights and       
shall, thereafter and before the distribution to stockholders thereof, legally  
abandon its plan to pay or deliver such dividend, distribution, subscription or 
purchase rights, then thereafter no adjustment shall be required by reason of   
the taking of such record and any such adjustment previously made in respect    
thereof shall be rescinded and annulled.                                        

       2.13    SUPERSEDING ADJUSTMENT.  If, at any time after any adjustment
of the Warrant Price shall have been made pursuant to Section 2.6 as the result 
of any issuance of warrants, options, rights or convertible or exchangeable     
securities, and such warrants, options or rights, or the right of conversion or 
exchange in such other convertible or exchangeable securities, shall expire,    
and all or a portion of such warrants, options or rights, or the right of       
conversion or exchange with respect to all or a portion of such other           
convertible or exchangeable securities, as the case may be, shall not have been 
exercised, then such previous adjustment shall be rescinded and annulled and,   
if applicable, the Warrant Price shall be recalculated as if all such expired   
and unexercised warrants, options, rights or convertible or exchangeable        
securities had never been issued.                                               

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3        EXERCISE                                                               

3.1     EXERCISE OF WARRANT.                                  

      3.1.1          Holder may exercise a Warrant by (i) surrendering
     this Warrant Certificate, with the form of exercise notice attached
        hereto as Exhibit "A" duly executed by Holder, and (ii) making payment
  to the Company of the aggregate Warrant Price for the applicable
Warrant Shares in cash, by certified check, bank check or wire
     transfer to an account designated by the Company.  Upon any partial
       exercise of the Warrants, the Company, at its expense, shall promptly
       issue to Holder for its surrendered Warrant Certificate a replacement
Warrant Certificate identical in all respects to this Warrant 
        Certificate, except that the number of Warrant Shares shall be reduced
accordingly.                                                  

3.1.2          Each person in whose name any Warrant Share
   certificate is issued upon exercise of any Warrants shall for all
       purposes be deemed to have become the holder of record of the Warrant
     Shares for which such Warrant was exercised, and such Warrant Share
     certificate shall be dated the date upon which the Warrant exercise
   notice was duly surrendered and payment of the purchase price was
tendered to the Company.                                      

   3.2     ISSUANCE OF WARRANT SHARES.  The Warrant Shares purchased
shall be issued to the holder exercising the Warrants as of the close of        
business on the date on which all actions and payments required to be taken or  
made by Holder, pursuant to Section 3.1, shall have been so taken or made.      
Certificates for the Warrant Shares so purchased shall be delivered to Holder   
within 10 days after the Warrants are surrendered.                              

4        RIGHTS OF HOLDER                                                       

       4.1     RIGHTS PRIOR TO EXERCISE.  Holder shall not, solely by virtue
of the Warrants and prior to the issuance of the Warrant Shares upon due        
exercise thereof, be entitled to any rights of a shareholder in the Company.    

   4.2     ISSUANCE OF WARRANT SHARES.  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 the       
Warrants, but will at all times in good faith assist in the carrying out of all 
such terms and in the taking of all such actions as may be necessary or         
appropriate to protect the rights of Holder against impairment.  Without        
limiting the generality of the foregoing, the Company will (a) take all such    
action as may be necessary or appropriate in order that the Company may validly 
and legally issue fully paid and nonassessable shares of Common Stock upon the  
exercise of the Warrants and (b) use its best efforts to obtain all such        
authorizations, exemptions or consents from any public                          

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regulatory body having jurisdiction thereof as may be necessary to enable the   
company to perform its obligations with respect to the Warrants.                

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

5        TRANSFERABILITY                                                        

      Holder may sell, assign, transfer or otherwise dispose of all or any
portion of the Warrants or the Warrant Shares acquired upon any exercise hereof 
at any time and from time to time.  Upon the sale, assignment, transfer or      
other disposition of all or any portion of the Warrants, Holder shall deliver   
to Company a written notice of such in the form attached hereto as Exhibit B    
duly executed by Holder which includes the identity and address of any          
purchaser, assignor or transferee.                                              

6        LEGEND ON WARRANT SHARES                                               

     Certificates evidencing the Warrant Shares shall bear the following
legend until such time as the Warrant Shares are duly registered for resale:    

    THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
     ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED,
  SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
   REGISTRATION UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH
  REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND
       REGULATIONS PROMULGATED THEREUNDER OR SUCH STATE SECURITIES LAWS.

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7        MISCELLANEOUS                                                          

     7.1     NOTICES.  All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be delivered by          
certified or registered mail (first class postage prepaid), or guaranteed       
overnight delivery, to the Company at the address at which its principal        
business office is located from time to time, and Holder at the address of      
which it advises the Company in writing.                                        

  7.2     PAYMENT OF TAXES.  The Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be       
imposed with respect to, the issuance or delivery of Warrant Shares, unless     
such tax or charge is imposed by law upon Holder, in which case such taxes or   
charges shall be paid by Holder.  The Company shall not be required, however,   
to pay any tax or other charge imposed in connection with any transfer involved 
in the issue of any certificate for Warrant Shares in any name other than that  
of Holder, and in such case the Company shall not be required to issue or       
deliver any stock certificate until such tax or other charge has been paid or   
it has been established to the satisfaction of the Company that no such tax or  
other charge is due.                                                            

 7.3     AMENDMENT; WAIVER.  This Warrant Certificate may not be
modified, amended, supplemented, canceled or discharged, except by written      
instrument executed by the Company and Holder.  No failure to exercise, and no  
delay in exercising, any right, power or privilege under this Warrant           
Certificate shall operate as a waiver, nor shall any single or partial exercise 
of any right, power or privilege hereunder preclude the exercise of any other   
right, power or privilege.  No waiver of any breach of any provision shall be   
deemed to be a waiver of any preceding or succeeding breach of the same or any  
other provision, nor shall any waiver be impled from any course of dealing      
between the Company and Holder.  No extension of time for performance of any    
obligations or other acts hereunder or under any other agreement shall be       
deemed to be an extension of the time for performance of any other obligations  
or any other acts.                                                              

       7.4     HEADINGS.  The headings contained in this Warrant Certificate
are for convenience of reference only and are not to be given any legal effect  
and shall not affect the meaning or interpretation of this Warrant Certificate. 

        7.5     GOVERNING LAW; INTERPRETATION.  This Warrant Certificate shall
be construed in accordance with and governed for all purposes by the laws of    
the State of Delaware.                                                          

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        IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed and delivered as of the day and year first above written.      

                        REPUBLIC ENVIRONMENTAL SYSTEMS, INC.

                By:   /s/ Douglas R. Gowland
                                     -------------------------------------------
            Name: Douglas R. Gowland
                                       -----------------------------------------
                   Title: Executive Vice President
                                        ----------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

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