Exhibit  4.3

                               WARRANT CERTIFICATE

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                              GENERAL DEVICES, INC.

              WARRANT FOR THE PURCHASE OF UP TO ________ SHARES OF
                    COMMON STOCK, PAR VALUE $0.0001 PER SHARE

NO. W-1                                                       ____________SHARES

      THIS CERTIFIES that, for value received, _________________with an address
at _______________________________ (including any transferee, the "Holder"), is
entitled to subscribe for and purchase from General Devices, Inc., a Delaware
corporation (the "Company"), upon the terms and conditions set forth herein, at
any time or from time to time before ____________ at 5:00 P.M. New York time
(the "Exercise Period"), up to ______________ (__________) shares of the Common
Stock at an exercise price per share equal to $0.__, subject to adjustment
pursuant to the terms hereof (the "Exercise Price"). As used herein, the term
"this Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

      The number of shares of Common Stock issuable upon exercise of this
Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

      1.    This Warrant may be exercised during the Exercise Period as to all
or a lesser number of whole Warrant Shares by the surrender of this Warrant
(with the Exercise Form attached hereto duly executed) to the Company at its
office at 153 Greenwood Avenue, Suite 11-13, Bethel,




Connecticut 06801, Attention: Secretary, or at such other place as is designated
in writing by the Company, together with a certified or bank cashier's check
payable to the order of the Company in an amount equal to the Exercise Price
multiplied by the number of Warrant Shares for which this Warrant is being
exercised.

      2.    Upon each exercise of the Holder's rights to purchase Warrant
Shares, and payment to the Company of the Exercise Price, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Warrant Shares (or portions thereof)
subject to purchase hereunder.

      3.    (a)    Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a Warrant Register as
they are issued. The Company shall be entitled to treat the registered holder of
any Warrant on the Warrant Register as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrants which are registered or to
be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authority shall be
produced. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, 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 Warrant Shares (or portions
thereof), upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company may require prior to registering any
transfer of a Warrant an opinion of counsel reasonably satisfactory to the
Company that such transfer complies with the provisions of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations thereunder and any
applicable state laws.

            (b)    The Holder acknowledges that he has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act, that this Warrant is being or has been issued and the Warrant
Shares may be issued on the basis of the statutory exemption provided by Section
4(2) of the Act or Rule 506 of Regulation D promulgated thereunder, or both,
relating to transactions by an issuer not involving any public offering, and
that the Company's reliance thereon is based in part upon the representations
made by the original Holder in


                                      -2-



writing to the Company on or prior to the issuance of this Warrant. The Holder
acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules
and regulations thereunder on the transfer of securities. In particular, the
Holder agrees that no sale, assignment or transfer of this Warrant or the
Warrant Shares issuable upon exercise hereof shall be valid or effective, and
the Company shall not be required to give any effect to any such sale,
assignment or transfer, unless (i) the sale, assignment or transfer of this
Warrant or such Warrant Shares is registered under the Act, it being understood
that neither this Warrant nor such Warrant Shares are currently registered for
sale and that the Company has no obligation or intention to so register this
Warrant or such Warrant Shares except as specifically provided for in written
agreement signed by the Company, or (ii) this Warrant or such Warrant Shares are
sold, assigned or transferred in accordance with all the requirements and
limitations of Rule 144 under the Act, it being understood that Rule 144 is not
available at the time of the original issuance of this Warrant for the sale of
this Warrant or such Warrant Shares and that there can be no assurance that Rule
144 sales will be available at any subsequent time, or (iii) such sale,
assignment, or transfer is otherwise exempt from registration under the Act in
the opinion of counsel reasonably acceptable to the Company.

      4.    The Company shall at all times reserve and keep available out its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

      5.    (a)    In case the Company shall at any time after the date the
Warrants were first issued (i) declare a dividend on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by reclassification of
the Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then, in each case, the Exercise Price, and the number of Warrant Shares
issuable upon exercise of this Warrant , in effect at the time of the record
date for such dividend or of the effective date of such subdivision,
combination, or reclassification, shall be proportionately adjusted so that the
Holder after such time shall be entitled to receive the aggregate number and
kind of shares which, if such Warrant had been exercised immediately prior to
such time, he would have owned upon such exercise and been entitled to receive
by virtue of such dividend, subdivision, combination, or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.

            (b)    In case the Company shall issue or fix a record date for
the issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the then applicable Exercise Price per share on such
record date, then, in each case,


                                      -3-



the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding on such record date
plus the number of shares of Common Stock which the aggregate offering price of
the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion or exchange price of the convertible or exchangeable
securities so to be offered) would purchase at such Exercise Price and the
denominator of which shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock to be
offered for subscription or purchase (or into which the convertible or
exchangeable securities so to be offered are initially convertible or
exchangeable). Such adjustment shall become effective at the close of business
on such record date; provided, however, that, to the extent the shares of Common
Stock (or securities convertible into or exchangeable for shares of Common
Stock) are not delivered, the Exercise Price shall be readjusted after the
expiration of such rights, options, or warrants (but only with respect to
warrants exercised after such expiration), to the Exercise Price which would
then be in effect had the adjustments made upon the issuance of such rights,
options, or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) actually issued. In case any subscription price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive.

            (c)    In case the Company shall distribute to all holders of
Common Stock (including any such distribution made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the 12 months prior
to the record date for such distribution, does not exceed 5% of the then
applicable Exercise Price at the record date for such distribution) or assets
(other than distributions and dividends payable in shares of Common Stock), or
rights, options, or warrants to subscribe for or purchase Common Stock, or
securities convertible into or exchangeable for shares of Common Stock
(excluding those with respect to the issuance of which an adjustment of the
Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case,
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the then applicable Exercise Price per share of Common Stock on such
record date, less the fair market value (as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive
absent manifest error) of the portion of the evidences of indebtedness or assets
so to be distributed, or of such rights, options, or warrants or convertible or
exchangeable securities, or the amount of such cash, applicable to one share,
and the denominator of which shall be such Exercise Price per share of Common
Stock. Such adjustment shall become effective at the close of business on such
record date.

            (d)    No adjustment in the Exercise Price shall be required if
such adjustment is less than $.01; provided, however, that any adjustments which
by reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All


                                      -4-



calculations under this Section 5 shall be made to the nearest cent or to
the nearest one-thousandth of a share, as the case may be.

            (e)    In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon such exercise
over and above the shares of Common Stock, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

            (f)    Upon each adjustment of the Exercise Price as a result of
the calculations made in Sections 5(b) or 5(c) hereof, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (A)
the product obtained by multiplying the number of shares purchasable upon
exercise of this Warrant prior to adjustment of the number of shares by the
Exercise Price in effect prior to adjustment of the Exercise Price by (B) the
Exercise Price in effect after such adjustment of the Exercise Price.

            (g)    Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

            (h)    The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant. If any fraction of a share would be issuable on the exercise of
this Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Exercise Price
of such share of Common Stock on the date of exercise of this Warrant.

       6.   (a)    In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger or consolidation in which
the Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety
(collectively an "Extraordinary Event"), such successor, leasing, or purchasing
corporation, as the case may be, shall (i) execute with the Holder an agreement
providing that the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof (collectively
"Extraordinary Event Consideration") receivable upon such consolidation, merger,
sale, lease, or conveyance by a holder


                                      -5-



of the number of shares of Common Stock for which this Warrant might have been
exercised immediately prior to such consolidation, merger, sale, lease, or
conveyance, and (ii) make effective provision in its certificate of
incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments, which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

            (b)    In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common Stock for
which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments, which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

            (c)    The above provisions of this Section 6 shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.

      7.    In case at any time the Company shall propose to:

            (a)    pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per
share than the most recent such cash dividend) to all holders of Common Stock;
or

            (b)    issue any rights, warrants, or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or

            (c)    effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance
of property; or

            (d)    effect any liquidation, dissolution, or winding-up of the
Company; or

            (e)    take any other action which would cause an adjustment to
the Exercise Price;


                                      -6-



then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

      8.    The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be made without charge to the Holder for
any tax or other charge in respect of such issuance. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue 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.


                                      -7-



      9.    (a)    Subject to the provisions of this Section 9, if at any time
prior to the expiration of the Exercise Period, the Company proposes to file a
registration statement under the Act covering a proposed sale of shares of
Common Stock (other than a registration statement filed under Form S-4 or Form
S-8 or any successor forms of the Securities and Exchange Commission (the
"Commission")), it shall give to each holder of Warrants and/or Warrant Shares,
notice of such proposed registration (and a description of the form and manner
and other relevant facts involved in such proposed registration) at least 60
days prior to the filing of the registration statement and shall afford each
such holder who gives the Company written notice not less than 15 days prior to
such filing that such holder then proposes to sell or distribute publicly all or
any portion of the Warrant Shares then held, or to be held upon exercise of such
Warrants, the opportunity to have such shares included in the securities
registered under the registration statement; provided, however, that following
the giving of notice of its intention to register its securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company may determine, at its election, not to register any
securities pursuant to such registration, and immediately thereon give written
notice of such determination to each such holder who requested the registration
of its securities and, thereupon, shall be relieved of its obligations to
register any securities in connection with such registration; and, provided
further, that prior to the effective date of the registration statement, any
holder who has given the Company written notice of its desire to have its shares
included in the securities to be registered under the registration statement (an
"Electing Holder") may determine not to include all or some of such shares in
such registration by providing written notice of such determination to the
Company.

            (b)    If a registration pursuant to Sections 9(a) involves an
underwritten offering and the managing or lead underwriter advises the Company
in writing (with a copy to each holder of Warrants and/or Warrant Shares that
has requested registration) that, in its good faith opinion, the number of
shares proposed to be included in such offering exceeds the number of shares
that can reasonably be sold in (or during the time of) such offering or
otherwise would materially and adversely affect its ability to effect such
offering upon the terms proposed, then the Company will include in such
registration the maximum number of securities that the Company is so advised
should be included in such offering, and the Company, all Electing Holders and
all other holders of securities proposing to register shares in such offering
shall share pro rata in the number of shares of securities to be so excluded
from such offering, with such sharing to be based upon the respective number of
shares of securities as to which registration has been requested by each such
party.

            (c)    In connection with any registration under the Act and
state securities laws pursuant to this Section 9, the Company shall furnish each
holder whose shares are registered thereunder with copies of the registration
statement and all amendments thereto and will supply each such holder with
copies of any preliminary and final prospectus included therein in such
quantities as may be necessary for the purposes of such proposed sale or
distribution that the holder or holders may reasonably request.

            (d)    In connection with any registration of shares pursuant to
this Section 9, the Electing Holders whose shares are being registered shall
furnish the Company with such information


                                      -8-



concerning such Electing Holders and the proposed sale or distribution as shall
be required for use in the preparation of such registration statement and
applications.

            (e)    (i) All expenses incurred by the Company in complying with
this Section 9, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
by it in connection with complying with state securities or "blue sky" laws,
fees of the National Association of Securities Dealers, Inc., fees of transfer
agents and registrars and costs of insurance, but excluding any Selling
Expenses, are called "Registration Expenses". All underwriting discounts and
selling commissions applicable to the sale of the securities to be registered
pursuant to this Section 9 are called "Selling Expenses".

            (ii)   The Company will pay all Registration Expenses in
connection with each registration statement under Sections 9(a) and all Selling
Expenses shall be borne by the participating holders.

            (f)    (i) The Company shall indemnify and hold harmless each
holder of Common Stock registered pursuant to this Agreement with the
Commission, or under any state securities law or regulation, and each such
holder's officers, directors, employees and agents and each person, if any, who
controls such holder within the meaning of either Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any losses, claims, damages or liabilities, joint or several to
which such holder or such other person may become subject under the Act or
otherwise, but only to the extent that such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon a
statement determined to be untrue of a material fact contained in any
preliminary prospectus, registration statement, prospectus or any amendment or
supplement thereto, or arise out of or are based upon the omission to state
therein a material fact determined to be required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
such holder for any legal or other expenses reasonably incurred by such holder
in connection with investigating or defending any such action or claim arising
or resulting from such untrue statement or omission; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
omission (x) made in any such document in reliance upon and in conformity with
written information with respect to such holder furnished to the Company by such
holder expressly for use therein or (y) made in any preliminary prospectus if
(A) such holder failed to send or deliver a current copy of the prospectus to
the person asserting any such loss, claim, damage, or liability with or prior to
the delivery of written confirmation of the sale of the securities concerned to
such person, (B) it is determined that it was the responsibility of such holder
to provide such person with a current copy of the prospectus, and (C) such
current copy of the prospectus would have completely corrected such untrue
statement or omission.

            (ii)   Each holder of Common Stock registered pursuant to this
Agreement will indemnify and hold harmless the Company and the Company's
officers, directors, employees and agents and each person, if any, who controls
the Company within the meaning of either Section 15 of


                                      -9-



the Act or Section 20 of the Exchange Act, against any and all losses, claims,
damages or liabilities, joint or several, to which the Company or such other
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon a statement determined to be untrue of a material fact contained
in any preliminary prospectus, registration statement or prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
to state therein a material fact determined to be required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company and such other persons for any legal or other expenses reasonably
incurred by any of them in connection with investigating or defending any such
action or claim, in each case to the extent, but only to the extent, that such
untrue statement or omission was made in any such document, in reliance upon and
in conformity with written information with respect to such holder furnished to
the Company by such holder expressly for use therein.

            (iii)  Promptly after receipt by an indemnified party under
Sections 9(f)(i) or (ii) of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under either such section, notify the indemnifying party in
writing of the commencement thereof; provided, however, that the failure or
delay of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 9(f),
except to the extent that the indemnifying party is materially prejudiced by
such failure or delay to give notice. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party by
notice in writing to the indemnified party. After receipt of written notice from
the indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party shall not, except as set forth in the
following sentence, be liable to such indemnified party under either of such
sections for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation incurred prior to
the assumption by the indemnifying party. The preceding sentence
notwithstanding, the indemnified party shall have the right to employ its own
counsel and direct its defense, with the fees and expenses of such counsel and
such other expenses related thereto to be borne by the indemnifying party, if
the indemnified party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party. The indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent shall not be unreasonably withheld.

            (iv)   If the indemnification provided for in this Section 9(f)
is unavailable or insufficient to hold harmless an indemnified party under
Sections 9(f)(i) or (ii) above (other than by reason of exceptions provided in
such sections) in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party, as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the


                                      -10-



relative benefits received by the Company and the holder or holders from this
Agreement and from the offering of the shares of Common Stock. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Company and the holders in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Company or the holder and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the holders agree that it
would not be just and equitable if contribution pursuant to this Section
9(f)(iv) were determined by pro rata allocation (even if the holders were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to above
in this Section 9(f)(iv). Except as provided in Section 9(f)(iii), the amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 9(f)(iv) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding any provision in this Section 9(f) to the
contrary, no holder of Warrant Shares shall be liable for any amount, in the
aggregate, in excess of the net proceeds to such holder from the sale of such
holder's Warrant Shares giving rise to such losses, claims, damages or
liabilities.

            (v)    The obligations of the Company under this Section 9(f)
shall be in addition to any liability which the Company may otherwise have at
law or in equity.

      10.   Unless registered pursuant to the provisions of Section 9 hereof,
the Warrant Shares issued upon exercise of this Warrant shall be subject to a
stop transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."


                                      -11-



      11.   Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.

      12.   The holder of this Warrant shall not have solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

      13.   The Company may by notice to the holders of all the Warrants make
any changes or corrections in the Warrants (i) that it shall deem in good faith
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error contained in the Warrants; or (ii) that
it may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Warrants; provided, however, that the Warrants shall
not otherwise be modified, supplemented or altered in any respect except with
the consent in writing of the holders of Warrants representing not less than 50%
of the Warrants then outstanding; and provided, further, that no change in the
number or nature of the securities purchasable upon the exercise of this
Warrant, or increasing the Exercise Price therefor, or the acceleration of the
termination of the Exercise Period, shall be made without the consent in writing
of the holders of Warrants representing not less than two-thirds of the Warrants
then outstanding (other than such changes as are specifically prescribed by this
Warrant as originally executed or are made in compliance with applicable law).

      14.   This Warrant has been negotiated and consummated in the State of New
York and shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed within such State, without regard to
principles governing conflicts of law.

Dated as of:  1/23/2006

                                           GENERAL DEVICES, INC.


                                           By:________________________________
                                           Name: Damien R. Tanaka
Attest:                                    Title:   President


________________________
Name
Title: Secretary


                                      -12-



                              ADUROMED CORPORATION

                               FORM OF ASSIGNMENT

       (To be executed by the registered holder if such holder desires to
                        transfer the attached Warrant.)

To:   Aduromed Corporation
      153 Greenwood Avenue
      Suite 11-13
      Bethel, Connecticut 06801

      Attention: Secretary

      FOR VALUE RECEIVED, _______________ hereby sells, assigns, and transfers
unto _______________ that certain Warrant (Number W-______) to purchase
__________ shares of Common Stock, par value $0.01 per share, of Aduromed
Corporation (the "Company"), together with all right, title, and interest
therein, and does hereby irrevocably constitute and appoint
________________________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.

Dated:___________________

                                           Signature:_________________________


                                     NOTICE:

      The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


                                      -13-



                              ADUROMED CORPORATION

                                  EXERCISE FORM

         (To be completed and signed only upon exercise of the Warrants)

To:   Aduromed Corporation
      153 Greenwood Avenue
      Suite 11-13
      Bethel, Connecticut 06801

      Attention: Secretary

      The undersigned hereby exercises his or its rights to purchase ___________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:
s

                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________
                                      (Print Name, Address and Social Security
                                           or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated: ____________, ________        Name:______________________________________
                                                      (Please Print)

                                  Address: _____________________________________

                                           _____________________________________
                                           _____________________________________
                                           _____________________________________


                                           _____________________________________
                                                        (Signature)


                                      -14-