<PAGE>   1
                                                                     EXHIBIT 4.8


                             VIASYSTEMS GROUP, INC.




                      WARRANT FOR THE PURCHASE OF SHARES OF
                     COMMON STOCK OF VIASYSTEMS GROUP, INC.

NO.                                                          WARRANT TO PURCHASE
    ----                                                            SHARES
                                                             ------

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
THE ESTABLISHMENT, TO THE REASONABLE SATISFACTION OF THE ISSUER, OF AN EXEMPTION
FROM SUCH REGISTRATION.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A SUBSCRIPTION AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE
TRANSFERABILITY OF THE SECURITIES REPRESENTED HEREBY. A COPY OF SUCH
SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS INSTRUMENT
WITHOUT CHARGE UPON WRITTEN REQUEST TO THE ISSUER AT ITS PRINCIPAL PLACE OF
BUSINESS.

         FOR VALUE RECEIVED, VIASYSTEMS GROUP, INC., a Delaware corporation (the
"COMPANY") hereby certifies that _______________, its successor or permitted
assigns (the "HOLDER"), is entitled, subject to the provisions of this Warrant,
to purchase from the Company, at the times specified herein, ______ fully paid
and non-assessable shares of common stock of the Company, par value $ 0.01 per
share (the "WARRANT SHARES"), at a purchase price per share equal to the
Exercise Price (as hereinafter defined). The number of Warrant Shares to be
received upon the exercise of this Warrant and the price to be paid for a
Warrant Share are subject to adjustment from time to time as hereinafter set
forth.

         (a) DEFINITIONS.

         The following terms, as used herein, have the following meanings:

         "AFFILIATE" shall have the meaning given to such term in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended.

         "APPROVAL DATE" means the date on which the approval of the Company's
stockholders required in connection with the issuance of the Warrants pursuant
to Rule 312 of the New York Stock Exchange have been secured.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.


<PAGE>   2

         "COMMON STOCK" means the Common Stock, par value $0.01 per share, of
the Company or other capital stock of the Company that is not preferred as to
liquidation or dividends.

         "DULY ENDORSED" means duly endorsed in blank by the Person or Persons
in whose name a stock certificate is registered (or accompanied by a duly
executed stock assignment separate from the certificate) with the signatures
thereon guaranteed by a commercial bank or trust company or a member of a
national securities exchange or of the National Association of Securities
Dealers, Inc.

         "EXERCISE PRICE" means $0.01 per Warrant Share, such Exercise Price to
be adjusted from time to time as provided herein.

         "EXPIRATION DATE" means July 19, 2011 at 5:00 p.m. New York City time.

         "FAIR MARKET VALUE" means, with respect to one share of Common Stock on
any date, the Current Market Price Per Common Share for purposes of paragraph
(h)(3) hereof.

         "PERSON" means an individual, partnership, corporation, limited
liability company, trust, joint stock company, association, joint venture, or
any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

         "PRINCIPAL HOLDERS" means, on any date, the Holders of at least 25% of
the Warrants.

         "WARRANTS" means the Warrants issued to the subscribers under the
Subscription Agreement dated July 19, 2001, among the Company, Viasystems, Inc.
and the subscribers listed on the signature pages thereof.

         (b) EXERCISE OF WARRANT.

                  (1) The Holder is entitled to exercise this Warrant in whole
or in part at any time, or from time to time, from and after the Approval Date
through the Expiration Date or, if such day is not a Business Day, then on the
next succeeding day that shall be a Business Day. To exercise this Warrant, the
Holder shall execute and deliver to the Company a Warrant Exercise Notice
substantially in the form annexed hereto. No earlier than ten days after
delivery of the Warrant Exercise Notice, the Holder shall deliver to the Company
this Warrant Certificate, together with payment of the applicable Exercise
Price. Upon such delivery and payment, the Holder shall be deemed to be the
holder of record of the Warrant Shares subject to such exercise, notwithstanding
that the stock transfer books of the Company shall then be closed or that
certificates representing such Warrant Shares shall not then be actually
delivered to the Holder. Notwithstanding anything herein to the contrary, in
lieu of payment in cash of the applicable Exercise Price, the Holder may elect
(i) to receive upon exercise of this Warrant, the number of Warrant Shares
reduced by a number of shares of Common Stock having the aggregate Fair Market
Value equal to the aggregate Exercise Price for the Warrant Shares, (ii) to
deliver as payment, in whole or in part of the aggregate Exercise Price, shares
of Common Stock having the aggregate Fair Market Value equal to the applicable
non-cash portion of the aggregate Exercise Price for the Warrant Shares or (iii)
to deliver as payment, in whole or in part of the aggregate Exercise Price, such
number of Warrants which, if exercised, would result in a number of shares of
Common Stock having an aggregate Fair Market Value equal to the applicable



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<PAGE>   3

non-cash portion of the aggregate Exercise Price for the Warrant Shares.
Notwithstanding anything to the contrary in this paragraph (b)(1), if the
aggregate Fair Market Value of the Common Stock applied or delivered pursuant to
(i), (ii) or (iii) above exceeds the aggregate Exercise Price, in no event shall
the Holder be entitled to receive any amounts from the Company.

                  (2) The Exercise Price may be paid in cash or by certified or
official bank check or bank cashier's check payable to the order of the Company
or by any combination of such cash or check. The Company shall pay any and all
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.

                  (3) If the Holder exercises this Warrant in part, this Warrant
Certificate shall be surrendered by the Holder to the Company and a new Warrant
Certificate of the same tenor and for the unexercised number of Warrant Shares
shall be executed by the Company. The Company shall register the new Warrant
Certificate in the name of the Holder or in such name or names of its transferee
pursuant to paragraph (f) hereof as may be directed in writing by the Holder and
deliver the new Warrant Certificate to the Person or Persons entitled to receive
the same.

                  (4) Upon surrender of this Warrant Certificate in conformity
with the foregoing provisions, the Company shall transfer to the Holder of this
Warrant Certificate appropriate evidence of ownership of the shares of Common
Stock or other securities or property (including any money) to which the Holder
is entitled, registered or otherwise placed in, or payable to the order of, the
name or names of the Holder or such transferee as may be directed in writing by
the Holder, and shall deliver such evidence of ownership and any other
securities or property (including any money) to the Person or Persons entitled
to receive the same, together with an amount in cash in lieu of any fraction of
a share as provided in paragraph (e) below.

         (c) RESTRICTIVE LEGEND. Certificates representing Warrant Shares issued
pursuant to this Warrant shall bear a legend substantially in the form of the
legend set forth on the first page of this Warrant Certificate to the extent
that and for so long as such legend is required pursuant to the Securities Act
of 1933, as amended.

         (d) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of its authorized but unissued shares of Common Stock or other
securities of the Company from time to time issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant.
All such shares shall be duly authorized and, when issued upon such exercise,
shall be validly issued, fully paid and non-assessable, free and clear of all
liens, security interests, charges and other encumbrances or restrictions on
sale and free and clear of all preemptive rights.

         (e) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the Current Market Price Per Common Share (as defined in paragraph (h)(3)) at
the date of such exercise.



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<PAGE>   4

                  The Company further agrees that it will not change the par
value of the Common Stock from par value $0.01 per share to any higher par value
which exceeds the Exercise Price then in effect, and will reduce the par value
of the Common Stock upon any event described in paragraph (h) that would, but
for this provision, reduce the Exercise Price below the par value of the Common
Stock.

         (f) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.

                  (1) Each taker and holder of this Warrant Certificate by
taking or holding the same, consents and agrees that the registered holder
hereof may be treated by the Company and all other persons dealing with this
Warrant Certificate as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented hereby. The Holder, by its
acceptance of this warrant, will be subject to the provisions of, and will have
the benefits of the registration rights set forth in the Registration Rights
Agreement of even date herewith.

                  (2) Upon surrender of this Warrant to the Company, together
with the attached Warrant Assignment Form Duly Endorsed, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee or
assignees named in such instrument of assignment and, if the Holder's entire
interest is not being assigned, in the name of the Holder and this Warrant shall
promptly be canceled.

         (g) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant Certificate, and (in
the case of loss, theft, or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company shall execute and deliver a new Warrant
Certificate of like tenor and date.

         (h) ANTI-DILUTION PROVISIONS. The Exercise Price of this Warrant and
the number of Warrant Shares issuable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the occurrence of certain events as
provided in this paragraph (h); provided that notwithstanding anything to the
contrary contained herein, the Exercise Price shall not be less than the par
value of the Common Stock, as such par value may be reduced from time to time in
accordance with paragraph (e).

                  (1) In case the Company shall at any time after the date
hereof (i) declare a dividend or make a distribution on Common Stock payable in
Common Stock, (ii) subdivide or split the outstanding Common Stock, (iii)
combine or reclassify the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a reclassification of
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the surviving corporation), the
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, split, combination or
reclassification shall be proportionately adjusted so that, after giving effect
to paragraph (h)(5), the exercise of this Warrant after such time shall entitle
the holder to receive the aggregate number of shares of Common Stock or other
securities of the Company (or shares of any security into which such shares of
Common Stock have been reclassified pursuant to clause (iii) or (iv) above)
which, if this Warrant had been exercised immediately prior to such



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<PAGE>   5

time, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, distribution, subdivision, split,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

                  (2) In case the Company shall fix a record date for the making
of a distribution to holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
surviving corporation) of evidences of indebtedness, other securities, cash,
assets or other property (other than dividends payable in Common Stock), the
Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Current Market Price Per
Common Share on such record date, less the fair market value (determined as set
forth below) of the portion of the evidences of indebtedness, cash, assets or
other property to be distributed which is applicable to one share of Common
Stock, and the denominator of which shall be such Current Market Price Per
Common Share. Such adjustments shall be made successively whenever such a record
date is fixed; and in the event that such distribution is not so made, the
Exercise Price shall again be adjusted to be the Exercise Price which would then
be in effect if such record date had not been fixed. The fair market value of
any such evidences of indebtedness, assets or other property shall be determined
by the Board of Directors of the Company; provided that if the Principal Holders
shall object to any such determination, the Board of Directors shall retain an
independent appraiser reasonably satisfactory to the Principal Holders to
determine such fair market value. The Holder shall be notified promptly of any
such distribution and furnished with a description and the fair market value
thereof, as determined in accordance with the foregoing.

                  (3) For the purpose of any computation under paragraph (e) or
paragraph (h)(2) hereof, on any determination date, the Current Market Price Per
Common Share shall be deemed to be the average (weighted by daily trading
volume) of the Daily Prices (as defined below) per share of the Common Stock for
the 20 consecutive trading days ending three days prior to such date. "DAILY
PRICE" means (i) if the shares of Common Stock then are listed and traded on the
New York Stock Exchange, Inc. ("NYSE"), the closing price on such day as
reported on the NYSE Composite Transactions Tape; (ii) if the shares of Common
Stock then are not listed and traded on the NYSE, the closing price on such day
as reported by the principal national securities exchange on which the shares
are listed and traded; (iii) if the shares of Common Stock then are not listed
and traded on any such securities exchange, the last reported sale price on such
day on the National Market of the National Association of Securities Dealers,
Inc. Automated Quotation System ("NASDAQ"); (iv) if the shares of Common Stock
then are not listed and traded on any such securities exchange and not traded on
the NASDAQ National Market, the average of the highest reported bid and lowest
reported asked price on such day as reported by NASDAQ; or (v) if such shares
are not listed and traded on any such securities exchange, not traded on the
NASDAQ National Market and bid and asked prices are not reported by NASDAQ, then
the average of the closing bid and asked prices, as reported by The Wall Street
Journal for the over-the-counter market. If on any determination date the shares
of Common Stock are not quoted by any such organization, the Current Market
Price Per Common Share shall be the fair market value of such shares on such
determination date as determined by the Board of Directors, without regard to
considerations of the lack of liquidity or applicable regulatory restrictions.
If the Principal Holders shall object to any determination by the Board of
Directors of the Current Market Price Per Common Share, the Current Market Price
Per


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<PAGE>   6

Common Share shall be the fair market value per share of Common Stock as
determined by an independent appraiser retained by the Company and reasonably
acceptable to the Principal Holders. The expenses of such independent appraiser
shall be paid by (x) the Principal Holders, if the fair market value determined
by such appraiser is less than that determined by the Board of Directors, and
otherwise (y) by the Company. For purposes of any computation under this
paragraph (h), the number of shares of Common Stock outstanding at any given
time shall not include shares owned or held by or for the account of the Company
or its subsidiaries.

                  (4) In the event that, at any time as a result of the
provisions of this paragraph (h), the holder of this Warrant upon subsequent
exercise shall become entitled to receive any shares of capital stock or other
securities of the Company other than Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall thereafter be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions contained herein.

                  (5) Upon each adjustment of the Exercise Price as a result of
the calculations made in paragraphs (h)(1) or (h)(2) hereof, the number of
shares for which this Warrant is exercisable immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares of Common Stock obtained by (i)
multiplying the number of shares covered by this Warrant immediately prior to
this adjustment of the number of shares by the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price and (ii) dividing the
product so obtained by the Exercise Price in effect immediately after such
adjustment of the Exercise Price.

                  (6) Not less than 10 nor more than 30 days prior to the record
date or effective date, as the case may be, of any action which requires or
might require an adjustment or readjustment pursuant to this paragraph (h), the
Company shall forthwith file in the custody of the secretary or any assistant
secretary at its principal executive office and with its stock transfer agent or
its warrant agent, if any, an officers' certificate showing the adjusted
Exercise Price determined as herein provided, setting forth in reasonable detail
the facts requiring such adjustment and the manner of computing such adjustment.
Each such officers' certificate shall be signed by the chairman, president or
chief financial officer of the Company and by the secretary or any assistant
secretary of the Company. Each such officers' certificate shall be made
available at all reasonable times for inspection by the Holder or any holder of
a Warrant executed and delivered pursuant to paragraph (f) and the Company
shall, forthwith after each such adjustment, mail a copy, by first-class mail,
of such certificate to the Holder.

                  (7) The Holder shall, at its option, be entitled to receive,
in lieu of the adjustment pursuant to paragraph (h)(2) otherwise required
thereof, on the date of exercise of the Warrants, the evidences of indebtedness,
other securities, cash, property or other assets which such Holder would have
been entitled to receive if it had exercised its Warrants for shares of Common
Stock immediately prior to the record date with respect to such distribution.
The Holder may exercise its option under this paragraph (h)(7) by delivering to
the Company a written notice of such exercise within seven days of its receipt
of the certificate of adjustment required pursuant to paragraph (h)(6) to be
delivered by the Company in connection with such distribution.



                                       6
<PAGE>   7

         (i) CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock) or any sale or transfer of all or
substantially all of the assets of the Company or of the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, the Holder shall have the right thereafter to exercise this
Warrant for the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock for which this Warrant may have been exercised
immediately prior to such consolidation, merger, sale or transfer, assuming (i)
such holder of Common Stock is not a Person with which the Company consolidated
or into which the Company merged or which merged into the Company or to which
such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an
Affiliate of a constituent Person and (ii) in the case of a consolidation,
merger, sale or transfer which includes an election as to the consideration to
be received by the holders, such holder of Common Stock failed to exercise its
rights of election as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (provided
that if the kind or amount of securities, cash and property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of Common
Stock held immediately prior to such consolidation, merger, sale or transfer by
other than a Constituent Person or an Affiliate thereof and in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then for the purpose of this paragraph (i) the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, sale or
transfer by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Adjustments for
events subsequent to the effective date of such a consolidation, merger and sale
of assets shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. In any such event, effective provisions shall be
made in the certificate or articles of incorporation of the resulting or
surviving corporation, in any contract of sale, conveyance, lease or transfer,
or otherwise so that the provisions set forth herein for the protection of the
rights of the Holder shall thereafter continue to be applicable, and any such
resulting or surviving corporation shall expressly assume the obligation to
deliver, upon exercise, such shares of stock, other securities, cash and
property. The provisions of this paragraph (i) shall similarly apply to
successive consolidations, mergers, sales, leases or transfers.

         (j) NOTICES. Any notice, demand or delivery authorized by this Warrant
Certificate shall be in writing and shall be given to the Holder or the Company,
as the case may be, at its address (or telecopier number) set forth below, or
such other address (or telecopier number) as shall have been furnished to the
party giving or making such notice, demand or delivery:



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<PAGE>   8

                If to the Company:   Viasystems Group, Inc.
                                     101 South Hanley, Suite 400
                                     St. Louis, Missouri 63105
                                     Telecopy: 314-746-2299
                                     Attention: David M. Sindelar

                If to the Holder:
                                     c/o Hicks, Muse, Tate & Furst Incorporated
                                     200 Crescent Court
                                     Dallas, Texas 75201
                                     Telecopy: 214-740-7313
                                     Attention: Jack D. Furst

         Each such notice, demand or delivery shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.

         (k) RIGHTS OF THE HOLDER. Prior to the exercise of any Warrant, the
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
of the Company, including, without limitation, the right to vote, to receive
dividends or other distributions or to receive any notice of meetings of
shareholders or any notice of any proceedings of the Company except as may be
specifically provided for herein.

         (l) GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS ARISING
HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND
ENFORCED IN ACCORDANCE WITH SUCH LAWS.

         (m) AMENDMENTS; WAIVERS. Any provision of this Warrant Certificate may
be amended or waived if and only if such amendment or waiver is in writing and
signed, in the case of an amendment, by the Holder and the Company, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.




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<PAGE>   9




         IN WITNESS WHEREOF, the Company has duly caused this Warrant
Certificate to be signed by its duly authorized officer and to be dated as of
July 19, 2001.

                                           VIASYSTEMS GROUP, INC.



                                           By:
                                                --------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------






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<PAGE>   10

                             WARRANT EXERCISE NOTICE

               (To be delivered prior to exercise of the Warrant)

To:      Viasystems Group, Inc.

         The undersigned hereby notifies you of its intention to exercise the
Warrant to purchase shares of Common Stock, par value $0.01 per share, of
Viasystems Group, Inc.

         The undersigned intends to exercise the Warrant to purchase ___________
shares of Common Stock (the "SHARES" at $______ per Share (the Exercise Price
currently in effect pursuant to the Warrant). The undersigned intends to pay the
aggregate Exercise Price for the Shares in cash, certified or official bank or
bank cashier's check (or a combination of cash and check) as indicated below.

                                      -OR-

         The undersigned intends to exercise the Warrant to purchase shares of
Common Stock (the "SHARES") and wishes, in lieu of paying the Exercise Price of
$_____ per Share currently in effect pursuant to the Warrant, to receive that
number of shares reduced by a number of shares of Common Stock having an
aggregate Fair Market Value (as defined in the Warrant) equal to the aggregate
Exercise Price for the Shares.

                                      -OR-

         The undersigned intends to exercise the Warrant to purchase shares of
Common Stock (the "SHARES") at the Exercise Price of $______ per share currently
in effect pursuant to the Warrant, and intends to pay $______ of the aggregate
Exercise Price for the Shares in cash, certified or official bank or bank
cashier's check (or a combination of cash and check) as indicated below, and to
deliver as payment of $______ of the aggregate Exercise Price that number of
shares of Common Stock having an aggregate Fair Market Value (as defined in the
Warrant) equal to such non-cash portion of the aggregate Exercise Price for the
Shares.

                                      -OR-

         The undersigned intends to exercise the Warrant to purchase shares of
Common Stock (the "SHARES") at the Exercise Price of $______ per share currently
in effect pursuant to the Warrant, and intends to pay $______ of the aggregate
Exercise Price for the Shares in cash, certified or official bank or bank
cashier's check (or a combination of cash and check) as indicated below, and to
deliver as payment of $______ of the aggregate Exercise Price that number of
Warrants which, if exercised, would result in a number of shares of Common Stock
having an aggregate Fair Market Value (as defined in the Warrant) equal to such
non-cash portion of the aggregate Exercise Price for the Shares.



                                      A-1
<PAGE>   11

         Date:                          ,      .
               --------------------  --   ----


                                             -------------------------------
                                                   (Signature of Owner)

                                             -------------------------------
                                                     (Street Address)

                                             -------------------------------
                                                (City) (State) (Zip Code)

Payment: $_____________ cash
         $_____________ check
         ______________ shares of Common Stock having a Fair Market
         Value of $__________
         ______________ Warrants exercisable for shares of Common Stock
         having a Fair Market Value of $_____________


                                      A-2
<PAGE>   12



                             WARRANT ASSIGNMENT FORM

                                                               Dated
                                                                     -----------

         FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto _______________________ (the "ASSIGNEE") (please type or print in
block letters), ________________________ (insert address) its right to purchase
up to _____ shares of Common Stock represented by this Warrant and does hereby
irrevocably constitute and appoint ________________________ Attorney, to
transfer the same on the books of the Company, with full power of substitution
in the premises.

                                              Signature
                                                       -------------------------



                                      A-3
<PAGE>   13
                                     Annex A
                                       to
                                 Form of Warrant


<Table>
<Caption>

INVESTOR                                                                  WARRANTS
-----------------------------------------------                      ------------------

<S>                                                                  <C>
Hicks, Muse, Tate & Furst Equity Fund III, L.P.                     8,204,452 Warrants

HM3 Coinvestors, L.P.                                                 222,522 Warrants

HMTF Equity Fund IV (1999), L.P.                                    1,428,392 Warrants

HMTF Private Equity Fund IV (1999), L.P.                               10,119 Warrants

Hicks, Muse PG-IV (1999), C.V.                                         76,045 Warrants

HM 4-SBS (1999) Coinvestors, L.P.                                      35,123 Warrants

HM 4-EQ (1999) Coinvestors, L.P.                                       23,347 Warrants

TOTAL                                                              10,000,000 Warrants
</Table>