content: SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  
  Form 8-K
  
  CURRENT REPORT
  Purusant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) May 28, 1996
  
  Robotic Lasers, Inc.
  (Exact Name of registrant as specified in its charter)
  
  New Jersey                            033-19522-NY               22-2179541
  (State or other jurisdiction of      (Commission            (I.R.S. employer
  incorporation or organization)        File Number)         identification no.)
  
  P.O. Box 2039, Newark, New Jersey          07114
  (Address of principal executive offices) (Zip code)
  
  (908) 810-8767
  Registrant's telephone number including area code
  
  
  (Former name or former address, if changed since last report)
  
  
  
  
  
  <PAGE>
  
  
  
  Item 5. Other Materially Important Events
  
  On May 28, 1996, Robotic Lasers, Inc. closed through R.D. White & Co., Inc. a 
  private placement of 18 units of Robotic Lasers, Inc. for a total of $450,000.
  Each unit consist of (i) a $24,500 three year promissory note bearing interest
  at 10% per annum (the "Note") and (ii) 25,000 Class A Redeemable Common Stock
  Purchase Warrants (the "Class A Warrants")
  
  At the Company's option, the Note may be prepaid without penalty or premium
  within 30 days after completion of any future public offering of the Company.
  
  Each Class A Warrant shall be exercisable, subject to adjustments in accordance
  with certain tems and conditions therein, commencing 90 days after the effective
  date of any Registration Statement filed with the Securities and Exchange
  Commission in connection with any future public offering of the Company's Common
  Stock and for four years thereafter inclusive, at a purchase price of $6.25 per
  share.
  
  Item 7. Financial Statements and Exhibits
  
  (c) Exhibits
  1. Copy of Note
  2. Copy of Class A Warrant
  
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Robotic Lasers, Inc.
  (Registrant)
  
  
  /s/ John H. Wasko
  Secretary
  
  
  
  Dated: June 12, 1996
  
  
  
  
  
  
  
  <PAGE>
  
  
                                   PROMISSORY NOTE
  
  
  $                                                                  , 1996
                                                         New York, New York
  
                    FOR  VALUE  RECEIVED,  ROBOTIC  LASERS,  INC.,  a  New  Jersey
  corporation ("Maker"), promises to pay to ("Holder") at such place as Holder may
  designate in writing, the entire principal sum of  ____________Thousand  Dollars
  ($_______),  together  with interest at the rate of ten (10%) percent per annum,
  on the earlier of (i) ____________,  199__ or (ii) thirty days after the closing
  date of the first underwritten public offering of Maker's  securities,  at which
  time all principal and interest shall be due and owing. If the Maker is acquired
  by  another  corporation,  the  Maker  will  arrange,  as a  condition  to  such
  acquisition,  for the other  corporation  to assume the  obligations  hereunder,
  including the issuance to the Lender of all of the Bridgeholder  Units identical
  to those described in the Letter Agreement between Maker and Holder of even date
  herewith.
  
                    All payments of  principal  and  interest  hereunder  shall be
  payable in lawful money of the United States.
  
                    Maker shall be in default hereunder,  at the option of Holder,
  upon the occurrence of any of the following events:  (i) the failure by Maker to
  make any payment of principal or interest  when due  hereunder  and such failure
  shall have continued for a period of more than ten (10) days;  (ii) the entering
  into of a decree  or order by a court  of  competent  jurisdiction  adjudicating
  Maker a bankrupt  or the  appointing  of a receiver or trustee of Maker upon the
  application of any creditor in any insolvency or bankruptcy  proceeding or other
  creditor's suit; (iii) a court of competent  jurisdiction  approving as properly
  filed, a petition for  reorganization  or arrangement  filed against Maker under
  the Federal  bankruptcy  laws and such decree or order not being vacated  within
  thirty  (30) days;  (iv) the  pendency  of any  bankruptcy  proceeding  or other
  creditors' suit against Maker;  (v) a petition or answer seeking  reorganization
  or arrangement under the Federal  bankruptcy laws with respect to Maker; (vi) an
  assignment  for the benefit of creditors by Maker;  (vii) Maker  consents to the
  appointment  of a receiver or trustee in an insolvency or bankruptcy  proceeding
  or other creditors'  suit;  (viii) the existence of any uncured event of default
  under the terms of any instrument in writing  evidencing a debt to someone other
  than Holder,  provided that Maker is not contesting in good faith by appropriate
  proceedings  such uncured  event of default;  (ix) the existence of any judgment
  against,  or any  attachment  of property of Maker;  or (x) any other  condition
  which, in the good faith  determination of Holder,  would materially  impair the
  timely repayment of this Note.
  
                                                          -3-
  
  <PAGE>
  
  
  
                    Upon the  occurrence  of any  event or  condition  of  default
  hereunder,  or at any time  thereafter,  Holder at his option may accelerate the
  maturity  of this  Note and  declare  all of the  indebtedness  or any  portions
  thereof to be  immediately  due and  payable,  together  with  accrued  interest
  thereon, and payment thereof may be enforced by suit or other process of law.
  
                    If this Note is not paid when due,  whether at  maturity or by
  acceleration,  Maker agrees to pay all  reasonable  costs of collection and such
  costs shall include without  limitation all costs,  attorneys' fees and expenses
  incurred  by  Holder  hereof  in  connection  with any  insolvency,  bankruptcy,
  reorganization,   arrangement  or  similar  proceedings   involving  Holder,  or
  involving  any  endorser  or  guarantor  hereof,  which in any way  affects  the
  exercise by Holder hereof of its rights and remedies under this Note.
  
                    Presentment, demand, protest, notices of protest, dishonor and
  non-payment of this Note and all notices of every kind are hereby waived.
  
                    The terms  "Maker" and "Holder"  shall be construed to include
  their respective heirs, personal representatives, successors, subsequent holders
  and assigns.
  
                    Regardless  of the place of  execution  or  performance,  this
  letter and the Note shall be governed by, and construed in accordance  with, the
  laws of the State of New Jersey without giving effect to such state's  conflicts
  of laws  provisions.  Each of the  parties  hereto  irrevocably  consents to the
  jurisdiction  and venue of the federal and state courts  located in the State of
  New Jersey, County of Bergen.
  
  
  
                                              ROBOTIC LASERS, INC.
  
  
  
                                              By:
                                                       Joseph Cutrona, President
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
                                               Warrant to Purchase up to ______
                                               shares of Common Stock
  
  
  
  
                                ROBOTIC LASERS, INC.
  
                        Class A Common Stock Purchase Warrant
  
                                                            , 1996
  
  
  
                    NEITHER THIS  WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE
  UPON EXERCISE HEREOF HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED  (THE  "ACT"),  NOR  UNDER  ANY  STATE  SECURITIES  LAW AND SHALL NOT BE
  TRANSFERRED,  SOLD,  ASSIGNED OR HYPOTHECATED IN VIOLATION  THEREOF UNTIL EITHER
  (i) A REGISTRATION  STATEMENT WITH RESPECT  THERETO IS DECLARED  EFFECTIVE UNDER
  THE ACT AND  APPLICABLE  STATE  SECURITIES  LAW OR (ii) THE COMPANY  RECEIVES AN
  OPINION  OF  COUNSEL  TO THE  COMPANY  OR OTHER  COUNSEL  TO THE  HOLDER OF SUCH
  SECURITIES  WHICH  OPINION IS  SATISFACTORY  TO THE COMPANY AND ITS COUNSEL THAT
  SUCH SECURITIES MAY BE TRANSFERRED,  SOLD,  ASSIGNED OR HYPOTHECATED  WITHOUT AN
  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE SECURITIES
  LAWS.
  
  
                    THIS CERTIFIES THAT ___________________ (hereinafter sometimes
  called the  "Holder") is entitled to purchase from Robotic  Lasers,  Inc., a New
  Jersey  corporation  (the  "Company"),  at the price and during  the  periods as
  hereinafter  specified,  up to _________________  shares of the Company's Common
  Stock (the "Common Stock").
  
  
                    i.                a.  The rights represented by this Warrant
                             shall be exercised, subject to adjustment in
                             accordance with Section 7 of this Warrant (the
                             "Exercise Price"), commencing 90 days after the
                             Effective Date of the Registration Statement
                             referred to below and four years thereafter
                             inclusive (the "Exercise Period"), at a purchase
                             price of $6.25 per share.  For purposes of the
                             adjustments under Paragraph 7 hereof, the per share
                             Exercise Price shall be deemed to be $6.25 subject
                             to further adjustment as provided in such Paragraph
                             7.  After the expiration date of the Warrant, the
                             Holder shall have no right to purchase any shares
                             of Common Stock underlying this Warrant.
  
  
                                 
  
  <PAGE>
  
  
  
                             b.  Notwithstanding anything herein contained to the
  contrary,  the Company and the Holder agree that in the event that the terms and
  conditions  of  the  warrants  to  be  registered  upon   effectiveness  of  any
  registration  statement  which may be filed  with the  Securities  and  Exchange
  Commission  (the  "Registration  Statement")  are not identical to the terms and
  conditions of this Warrant,  this Warrant will be modified to conform exactly to
  the terms and conditions of the warrants offered  pursuant to such  Registration
  Statement  (the  "Public  Warrants"),  which may  include,  among other  things,
  provisions for redemption of the Warrants except that the initial exercise price
  shall remain at $6.25 per share.
  
                    ii.        The rights represented by this Warrant may be
                             exercised at any time within the Exercise Period
                             above specified, in whole or in part, by (i) the
                             surrender of this Warrant (with the purchase form
                             at the end hereof properly executed) at the
                             principal executive office of the Company, Robotic
                             Lasers, Inc., 441 Market Street, Saddle Brook, New
                             Jersey 07662 (or such other office or agency of the
                             Company as it may designate by notice in writing to
                             the Holder at the address of the Holder appearing
                             on the books of the Company); and (ii) payment to
                             the Company of the Exercise Price then in effect
                             for the number of shares of Common Stock specified
                             in the above-mentioned purchase form together with
                             applicable stock transfer taxes, if any in the form
                             of a certified check, cashier's check or money
                             order.  This Warrant shall be deemed to have been
                             exercised, in whole or in part to the extent
                             specified, immediately prior to the close of
                             business on the date this Warrant is surrendered
                             and payment is made in accordance with the
                             foregoing provisions of this Section 2, and the
                             person or persons in whose name or names the
                             certificates for shares of Common Stock shall be
                             issuable upon such exercise shall become the holder
                             or holders of record of such shares of Common Stock
                             at that time and date.  The certificate or
                             certificates for the shares of Common Stock so
                             purchased shall be delivered to such person or
                             persons within a reasonable time, not exceeding
                             thirty (30) days, after this Warrant shall have
                             been exercised.
  
                    iii.     Neither  this  Warrant nor the shares of Common Stock
                             issuable  upon exercise  hereof have been  registered
                             under the Act nor under any state  securities law and
                             shall  not  be   transferred,   sold,   assigned   or
                             hypothecated  in violation  thereof.  If permitted by
                             the foregoing, any such transfer,
  
                                 
  
  <PAGE>
  
  
  
                             sale,  assignment or hypothecation  shall be effected
                             by  the  Holder   surrendering   this   Warrant   for
                             cancellation at the office of the Company referred to
                             in  Section 2 hereof,  accompanied  by an  opinion of
                             counsel  satisfactory to the Company and its counsel,
                             stating   that  such   transferee   is  a   permitted
                             transferee   under  this  Section  3  and  that  such
                             transfer  does  not  violate  the Act or  such  state
                             securities laws.
  
                    iv.               The Company covenants and agrees that all
                             shares of Common Stock which may be issued upon
                             exercise of this Warrant will, upon issuance, be
                             duly and validly issued, fully paid and
                             nonassessable and no personal liability will attach
                             to the holder thereof.  The Company further
                             covenants and agrees that during the periods within
                             which this Warrant may be exercised, the Company
                             will at all times have authorized and reserved a
                             sufficient number of shares of its Common Stock to
                             provide for the exercise of this Warrant.
  
                    v.                The Warrant shall not entitle the Holder to
                             any rights, including, without limitation, voting
                             rights, as a stockholder of the Company.
  
                    vi.      The Company will  register the shares of Common Stock
                             underlying this Warrant in accordance with the Act as
                             more  fully  described  in  the  subscription  letter
                             executed as of the date hereof.
  
                    vii.     The  Exercise  Price  in  effect  at any time and the
                             number and kind of  securities  purchasable  upon the
                             exercise  of  this   Warrant   shall  be  subject  to
                             adjustment  from time to time upon the  happening  of
                             certain events as follows:
  
                             (1)      If the Company  shall (i) declare a dividend
                                      or make a  distribution  on its  outstanding
                                      shares of  Common  Stock in shares of Common
                                      Stock,  (ii)  subdivide  or  reclassify  its
                                      outstanding  shares of Common  Stock  into a
                                      greater  number of shares,  or (iii) combine
                                      or  reclassify  its  outstanding  shares  of
                                      Common  Stock  into  a  smaller   number  of
                                      shares,  the Exercise Price in effect at the
                                      time of the  effective  date or record date,
                                      as the case may be, for such sale,  dividend
                                      or  distribution or of the effective date of
                                      such     subdivision,     combination     or
                                      reclassification  shall be  adjusted so that
                                      it  shall  equal  the  price  determined  by
                                      multiplying the Exercise Price
  
                                 
  
  <PAGE>
  
  
  
                                    by a fraction, the denominator of which shall
                                    be the number of shares of Common Stock
                                    outstanding after giving effect to such
                                    action,  and the numerator of which shall be
                                    the   number  of  shares  of  Common   Stock
                                    outstanding   immediately   prior   to  such
                                    action.
  
                             (2)      Whenever  the  Exercise  Price  payable upon
                                      exercise   of  each   Warrant  is   adjusted
                                      pursuant  to  subsection  7.a.  above,   the
                                      number of shares of Common Stock purchasable
                                      upon   exercise   of  this   Warrant   shall
                                      simultaneously  be adjusted  by  multiplying
                                      the   number  of  shares  of  Common   Stock
                                      initially  issuable  upon  exercise  of this
                                      Warrant by the  Exercise  Price in effect on
                                      the date hereof and  dividing the product so
                                      obtained by the Exercise Price, as adjusted.
  
                             (3)      Notwithstanding   any   adjustment   in  the
                                      Exercise  Price  or the  number  or  kind of
                                      shares of Common Stock  purchasable upon the
                                      exercise of this Warrant,  certificates  for
                                      Warrants  issued prior or subsequent to such
                                      adjustment  may continue to express the same
                                      price  and  number  and  kind of  shares  of
                                      Common  Stock  as  are  initially   issuable
                                      pursuant to this Warrant.
  
                    viii.          This Agreement shall be governed by and
                                   in accordance with the laws of the State of
                                   Jersey.
  
                    IN WITNESS WHEREOF, ROBOTIC LASERS, INC. has caused this
  Warrant to be signed by its duly authorized officers and is to be
  dated MAY ___, 1996.
  
  
                                                       ROBOTIC LASERS, INC.
  
  
                                                       By:    Joseph Cutrona
                                                                President
  
  
  
  
  
  
  
  <PAGE>
  
  
                            FORM OF ELECTION TO PURCHASE
  
  The undersigned hereby irrevocably elects to exercise the right,  represented by
  this Warrant Certificate, to purchase:
  
                                                      shares of Common Stock
  
  
  
  and herewith tenders in payment for such securities a certified or
  cashier's check or money order payable to the order of Robotic
  Lasers, Inc. in the amount of $         , all in accordance with
  the terms hereof.  The undersigned requests that a certificate for
  such securities be registered in the name of
               whose address is
                                       and that such Certificate be
  delivered to                         whose address is
                                                  .
  
  Dated:
  
  
  
  
                                      Signature
                                                       (Signature  must conform in
                                                       all respects to the name of
                                                       holder as  specified on the
                                                       face    of   the    Warrant
                                                       Certificate.)
  
  
                          (Insert Social Security or Other
                            Identifying Number of Holder)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 21153}]
metadata_filer: {"company-data": {"conformed-name": "ROBOTIC LASERS INC", "cik": "0000827100", "assigned-sic": "3821", "irs-number": "222719541", "state-of-incorporation": "NJ", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19522-NY", "film-number": "96579913"}, "business-address": {"street1": "OP O BOX 2039", "city": "NEWARK", "state": "NJ", "zip": "07114", "phone": "9088109767"}, "mail-address": {"street1": "P O BOX 2039", "city": "NEWARK", "state": "NJ", "zip": "07114"}}
text: SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  
  Form 8-K
  
  CURRENT REPORT
  Purusant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) May 28, 1996
  
  Robotic Lasers, Inc.
  (Exact Name of registrant as specified in its charter)
  
  New Jersey                            033-19522-NY               22-2179541
  (State or other jurisdiction of      (Commission            (I.R.S. employer
  incorporation or organization)        File Number)         identification no.)
  
  P.O. Box 2039, Newark, New Jersey          07114
  (Address of principal executive offices) (Zip code)
  
  (908) 810-8767
  Registrant's telephone number including area code
  
  (Former name or former address, if changed since last report)
  Item 5. Other Materially Important Events
  
  On May 28, 1996, Robotic Lasers, Inc. closed through R.D. White & Co., Inc. a 
  private placement of 18 units of Robotic Lasers, Inc. for a total of $450,000.
  Each unit consist of (i) a $24,500 three year promissory note bearing interest
  at 10% per annum (the "Note") and (ii) 25,000 Class A Redeemable Common Stock
  Purchase Warrants (the "Class A Warrants")
  
  At the Company's option, the Note may be prepaid without penalty or premium
  within 30 days after completion of any future public offering of the Company.
  
  Each Class A Warrant shall be exercisable, subject to adjustments in accordance
  with certain tems and conditions therein, commencing 90 days after the effective
  date of any Registration Statement filed with the Securities and Exchange
  Commission in connection with any future public offering of the Company's Common
  Stock and for four years thereafter inclusive, at a purchase price of $6.25 per
  share.
  
  Item 7. Financial Statements and Exhibits
  
  (c) Exhibits
  1. Copy of Note
  2. Copy of Class A Warrant
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Robotic Lasers, Inc.
  (Registrant)
  
  /s/ John H. Wasko
  Secretary
  
  Dated: June 12, 1996
  PROMISSORY NOTE
  
  $                                                                  , 1996
                                                         New York, New York
  
                    FOR  VALUE  RECEIVED,  ROBOTIC  LASERS,  INC.,  a  New  Jersey
  corporation ("Maker"), promises to pay to ("Holder") at such place as Holder may
  designate in writing, the entire principal sum of  ____________Thousand  Dollars
  ($_______),  together  with interest at the rate of ten (10%) percent per annum,
  on the earlier of (i) ____________,  199__ or (ii) thirty days after the closing
  date of the first underwritten public offering of Maker's  securities,  at which
  time all principal and interest shall be due and owing. If the Maker is acquired
  by  another  corporation,  the  Maker  will  arrange,  as a  condition  to  such
  acquisition,  for the other  corporation  to assume the  obligations  hereunder,
  including the issuance to the Lender of all of the Bridgeholder  Units identical
  to those described in the Letter Agreement between Maker and Holder of even date
  herewith.
  
                    All payments of  principal  and  interest  hereunder  shall be
  payable in lawful money of the United States.
  
                    Maker shall be in default hereunder,  at the option of Holder,
  upon the occurrence of any of the following events:  (i) the failure by Maker to
  make any payment of principal or interest  when due  hereunder  and such failure
  shall have continued for a period of more than ten (10) days;  (ii) the entering
  into of a decree  or order by a court  of  competent  jurisdiction  adjudicating
  Maker a bankrupt  or the  appointing  of a receiver or trustee of Maker upon the
  application of any creditor in any insolvency or bankruptcy  proceeding or other
  creditor's suit; (iii) a court of competent  jurisdiction  approving as properly
  filed, a petition for  reorganization  or arrangement  filed against Maker under
  the Federal  bankruptcy  laws and such decree or order not being vacated  within
  thirty  (30) days;  (iv) the  pendency  of any  bankruptcy  proceeding  or other
  creditors' suit against Maker;  (v) a petition or answer seeking  reorganization
  or arrangement under the Federal  bankruptcy laws with respect to Maker; (vi) an
  assignment  for the benefit of creditors by Maker;  (vii) Maker  consents to the
  appointment  of a receiver or trustee in an insolvency or bankruptcy  proceeding
  or other creditors'  suit;  (viii) the existence of any uncured event of default
  under the terms of any instrument in writing  evidencing a debt to someone other
  than Holder,  provided that Maker is not contesting in good faith by appropriate
  proceedings  such uncured  event of default;  (ix) the existence of any judgment
  against,  or any  attachment  of property of Maker;  or (x) any other  condition
  which, in the good faith  determination of Holder,  would materially  impair the
  timely repayment of this Note.
  
                                                          -3-
  Upon the  occurrence  of any  event or  condition  of  default
  hereunder,  or at any time  thereafter,  Holder at his option may accelerate the
  maturity  of this  Note and  declare  all of the  indebtedness  or any  portions
  thereof to be  immediately  due and  payable,  together  with  accrued  interest
  thereon, and payment thereof may be enforced by suit or other process of law.
  
                    If this Note is not paid when due,  whether at  maturity or by
  acceleration,  Maker agrees to pay all  reasonable  costs of collection and such
  costs shall include without  limitation all costs,  attorneys' fees and expenses
  incurred  by  Holder  hereof  in  connection  with any  insolvency,  bankruptcy,
  reorganization,   arrangement  or  similar  proceedings   involving  Holder,  or
  involving  any  endorser  or  guarantor  hereof,  which in any way  affects  the
  exercise by Holder hereof of its rights and remedies under this Note.
  
                    Presentment, demand, protest, notices of protest, dishonor and
  non-payment of this Note and all notices of every kind are hereby waived.
  
                    The terms  "Maker" and "Holder"  shall be construed to include
  their respective heirs, personal representatives, successors, subsequent holders
  and assigns.
  
                    Regardless  of the place of  execution  or  performance,  this
  letter and the Note shall be governed by, and construed in accordance  with, the
  laws of the State of New Jersey without giving effect to such state's  conflicts
  of laws  provisions.  Each of the  parties  hereto  irrevocably  consents to the
  jurisdiction  and venue of the federal and state courts  located in the State of
  New Jersey, County of Bergen.
  
                                              ROBOTIC LASERS, INC.
  
                                              By:
                                                       Joseph Cutrona, President
  Warrant to Purchase up to ______
                                               shares of Common Stock
  
                                ROBOTIC LASERS, INC.
  
                        Class A Common Stock Purchase Warrant
  
                                                            , 1996
  
                    NEITHER THIS  WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE
  UPON EXERCISE HEREOF HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED  (THE  "ACT"),  NOR  UNDER  ANY  STATE  SECURITIES  LAW AND SHALL NOT BE
  TRANSFERRED,  SOLD,  ASSIGNED OR HYPOTHECATED IN VIOLATION  THEREOF UNTIL EITHER
  (i) A REGISTRATION  STATEMENT WITH RESPECT  THERETO IS DECLARED  EFFECTIVE UNDER
  THE ACT AND  APPLICABLE  STATE  SECURITIES  LAW OR (ii) THE COMPANY  RECEIVES AN
  OPINION  OF  COUNSEL  TO THE  COMPANY  OR OTHER  COUNSEL  TO THE  HOLDER OF SUCH
  SECURITIES  WHICH  OPINION IS  SATISFACTORY  TO THE COMPANY AND ITS COUNSEL THAT
  SUCH SECURITIES MAY BE TRANSFERRED,  SOLD,  ASSIGNED OR HYPOTHECATED  WITHOUT AN
  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE SECURITIES
  LAWS.
  
                    THIS CERTIFIES THAT ___________________ (hereinafter sometimes
  called the  "Holder") is entitled to purchase from Robotic  Lasers,  Inc., a New
  Jersey  corporation  (the  "Company"),  at the price and during  the  periods as
  hereinafter  specified,  up to _________________  shares of the Company's Common
  Stock (the "Common Stock").
  
                    i.                a.  The rights represented by this Warrant
                             shall be exercised, subject to adjustment in
                             accordance with Section 7 of this Warrant (the
                             "Exercise Price"), commencing 90 days after the
                             Effective Date of the Registration Statement
                             referred to below and four years thereafter
                             inclusive (the "Exercise Period"), at a purchase
                             price of $6.25 per share.  For purposes of the
                             adjustments under Paragraph 7 hereof, the per share
                             Exercise Price shall be deemed to be $6.25 subject
                             to further adjustment as provided in such Paragraph
                             7.  After the expiration date of the Warrant, the
                             Holder shall have no right to purchase any shares
                             of Common Stock underlying this Warrant.
  b.  Notwithstanding anything herein contained to the
  contrary,  the Company and the Holder agree that in the event that the terms and
  conditions  of  the  warrants  to  be  registered  upon   effectiveness  of  any
  registration  statement  which may be filed  with the  Securities  and  Exchange
  Commission  (the  "Registration  Statement")  are not identical to the terms and
  conditions of this Warrant,  this Warrant will be modified to conform exactly to
  the terms and conditions of the warrants offered  pursuant to such  Registration
  Statement  (the  "Public  Warrants"),  which may  include,  among other  things,
  provisions for redemption of the Warrants except that the initial exercise price
  shall remain at $6.25 per share.
  
                    ii.        The rights represented by this Warrant may be
                             exercised at any time within the Exercise Period
                             above specified, in whole or in part, by (i) the
                             surrender of this Warrant (with the purchase form
                             at the end hereof properly executed) at the
                             principal executive office of the Company, Robotic
                             Lasers, Inc., 441 Market Street, Saddle Brook, New
                             Jersey 07662 (or such other office or agency of the
                             Company as it may designate by notice in writing to
                             the Holder at the address of the Holder appearing
                             on the books of the Company); and (ii) payment to
                             the Company of the Exercise Price then in effect
                             for the number of shares of Common Stock specified
                             in the above-mentioned purchase form together with
                             applicable stock transfer taxes, if any in the form
                             of a certified check, cashier's check or money
                             order.  This Warrant shall be deemed to have been
                             exercised, in whole or in part to the extent
                             specified, immediately prior to the close of
                             business on the date this Warrant is surrendered
                             and payment is made in accordance with the
                             foregoing provisions of this Section 2, and the
                             person or persons in whose name or names the
                             certificates for shares of Common Stock shall be
                             issuable upon such exercise shall become the holder
                             or holders of record of such shares of Common Stock
                             at that time and date.  The certificate or
                             certificates for the shares of Common Stock so
                             purchased shall be delivered to such person or
                             persons within a reasonable time, not exceeding
                             thirty (30) days, after this Warrant shall have
                             been exercised.
  
                    iii.     Neither  this  Warrant nor the shares of Common Stock
                             issuable  upon exercise  hereof have been  registered
                             under the Act nor under any state  securities law and
                             shall  not  be   transferred,   sold,   assigned   or
                             hypothecated  in violation  thereof.  If permitted by
                             the foregoing, any such transfer,
  sale,  assignment or hypothecation  shall be effected
                             by  the  Holder   surrendering   this   Warrant   for
                             cancellation at the office of the Company referred to
                             in  Section 2 hereof,  accompanied  by an  opinion of
                             counsel  satisfactory to the Company and its counsel,
                             stating   that  such   transferee   is  a   permitted
                             transferee   under  this  Section  3  and  that  such
                             transfer  does  not  violate  the Act or  such  state
                             securities laws.
  
                    iv.               The Company covenants and agrees that all
                             shares of Common Stock which may be issued upon
                             exercise of this Warrant will, upon issuance, be
                             duly and validly issued, fully paid and
                             nonassessable and no personal liability will attach
                             to the holder thereof.  The Company further
                             covenants and agrees that during the periods within
                             which this Warrant may be exercised, the Company
                             will at all times have authorized and reserved a
                             sufficient number of shares of its Common Stock to
                             provide for the exercise of this Warrant.
  
                    v.                The Warrant shall not entitle the Holder to
                             any rights, including, without limitation, voting
                             rights, as a stockholder of the Company.
  
                    vi.      The Company will  register the shares of Common Stock
                             underlying this Warrant in accordance with the Act as
                             more  fully  described  in  the  subscription  letter
                             executed as of the date hereof.
  
                    vii.     The  Exercise  Price  in  effect  at any time and the
                             number and kind of  securities  purchasable  upon the
                             exercise  of  this   Warrant   shall  be  subject  to
                             adjustment  from time to time upon the  happening  of
                             certain events as follows:
  
                             (1)      If the Company  shall (i) declare a dividend
                                      or make a  distribution  on its  outstanding
                                      shares of  Common  Stock in shares of Common
                                      Stock,  (ii)  subdivide  or  reclassify  its
                                      outstanding  shares of Common  Stock  into a
                                      greater  number of shares,  or (iii) combine
                                      or  reclassify  its  outstanding  shares  of
                                      Common  Stock  into  a  smaller   number  of
                                      shares,  the Exercise Price in effect at the
                                      time of the  effective  date or record date,
                                      as the case may be, for such sale,  dividend
                                      or  distribution or of the effective date of
                                      such     subdivision,     combination     or
                                      reclassification  shall be  adjusted so that
                                      it  shall  equal  the  price  determined  by
                                      multiplying the Exercise Price
  by a fraction, the denominator of which shall
                                    be the number of shares of Common Stock
                                    outstanding after giving effect to such
                                    action,  and the numerator of which shall be
                                    the   number  of  shares  of  Common   Stock
                                    outstanding   immediately   prior   to  such
                                    action.
  
                             (2)      Whenever  the  Exercise  Price  payable upon
                                      exercise   of  each   Warrant  is   adjusted
                                      pursuant  to  subsection  7.a.  above,   the
                                      number of shares of Common Stock purchasable
                                      upon   exercise   of  this   Warrant   shall
                                      simultaneously  be adjusted  by  multiplying
                                      the   number  of  shares  of  Common   Stock
                                      initially  issuable  upon  exercise  of this
                                      Warrant by the  Exercise  Price in effect on
                                      the date hereof and  dividing the product so
                                      obtained by the Exercise Price, as adjusted.
  
                             (3)      Notwithstanding   any   adjustment   in  the
                                      Exercise  Price  or the  number  or  kind of
                                      shares of Common Stock  purchasable upon the
                                      exercise of this Warrant,  certificates  for
                                      Warrants  issued prior or subsequent to such
                                      adjustment  may continue to express the same
                                      price  and  number  and  kind of  shares  of
                                      Common  Stock  as  are  initially   issuable
                                      pursuant to this Warrant.
  
                    viii.          This Agreement shall be governed by and
                                   in accordance with the laws of the State of
                                   Jersey.
  
                    IN WITNESS WHEREOF, ROBOTIC LASERS, INC. has caused this
  Warrant to be signed by its duly authorized officers and is to be
  dated MAY ___, 1996.
  
                                                       ROBOTIC LASERS, INC.
  
                                                       By:    Joseph Cutrona
                                                                President
  FORM OF ELECTION TO PURCHASE
  
  The undersigned hereby irrevocably elects to exercise the right,  represented by
  this Warrant Certificate, to purchase:
  
                                                      shares of Common Stock
  
  and herewith tenders in payment for such securities a certified or
  cashier's check or money order payable to the order of Robotic
  Lasers, Inc. in the amount of $         , all in accordance with
  the terms hereof.  The undersigned requests that a certificate for
  such securities be registered in the name of
               whose address is
                                       and that such Certificate be
  delivered to                         whose address is
                                                  .
  
  Dated:
  
                                      Signature
                                                       (Signature  must conform in
                                                       all respects to the name of
                                                       holder as  specified on the
                                                       face    of   the    Warrant
                                                       Certificate.)
  
                          (Insert Social Security or Other
                            Identifying Number of Holder)