November    , 1996



GKN Securities Corp.
61 Broadway
New York, NY 10006

     Re:  Unity First Acquisition Corp.
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Gentlemen:

     This letter will confirm the agreement of the undersigned to purchase 
warrants ("Warrants") of Unity First Acquisition Corp. ("Company") underlying 
the units ("Units") being sold in the Company's initial public offering 
("IPO") upon the terms and conditions set forth herein. Each Unit is 
comprised of one share of Common Stock and one Class A Warrant and one Class 
B Warrant (collectively, "Warrants"). The shares of Common Stock and Warrants 
will not be separately tradeable until 90 days after the effective date of 
the Company's IPO unless GKN Securities Corp. ("GKN") informs the Company of 
its decision to allow earlier separate trading ("Separation Date").

     The undersigned agrees that this letter agreement constitutes an 
irrevocable order for GKN to purchase for his account during the ten-day 
period commencing on the Separate Date up to $    of each of the Class A 
Warrants and the Class B Warrants at market prices not to exceed $.875 per 
Warrant ("Maximum Warrant Purchase"). GKN agrees to fill such order in such 
amounts and at such times as it may determine, in its sole discretion, during 
the ten-day period commencing on the Separation Date. The undersigned may 
notify GKN that all or part of this Maximum Warrant Purchase will be made by 
an affiliate who has an account at GKN and, in such event, GKN will make such 
purchase on behalf of said affiliate; provided, however, that the 
undersigned hereby agrees to make payment of the purchase price of such 
purchase in the event that the affiliate fails to make such payment.

                                          Very truly yours,

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