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                                                                    EXHIBIT 10.2

                                WARRANT AGREEMENT








                          dated as of January 12, 2000

                                     between



                             MCM CAPITAL GROUP, INC.


                                       and


                             ING (U.S.) CAPITAL LLC






                                       for
                              Warrants to Purchase
                         428,571 shares of Common Stock


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                                WARRANT AGREEMENT

      This WARRANT AGREEMENT, dated as of January 12, 2000 (this "Agreement") is
entered into by and between MCM Capital Group, Inc., a Delaware corporation (the
"Company"), and ING (U.S.) Capital LLC, a Delaware limited liability company
(the "Purchaser").

                             W I T N E S S E T H:

      WHEREAS, the Company is a party with the Purchaser to a note purchase
agreement, dated as of January 12, 2000 (the "Note Purchase Agreement"),
pursuant to which the Company has agreed, on and subject to the occurrence of
the Closing Date under the Note Purchase Agreement, to issue and sell to the
Purchaser the Warrants which, subject to the adjustments provided herein,
entitle the Purchaser to purchase 428,571 shares of common stock, $.01 par value
per share, of the Company (the "Common Stock").

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants hereinafter set forth and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.01.  CERTAIN DEFINED TERMS. Unless the context otherwise
requires, the following terms, when used in this Agreement, shall have the
respective meanings specified below :

      "Additional Notes" shall mean up to $40,000,000 in aggregate principal
amount of notes issued by the Company subsequent to the Closing Date pursuant to
Section 6.2.2(b) of the Note Purchase Agreement.

      "Additional Warrants" shall mean warrants, options or similar rights to
purchase Common Stock on terms and conditions, and in a form, substantially
similar to the Warrants, which are issued to the purchasers of Additional Notes
in connection with the sale of such Additional Notes by the Company and the
purchase thereof by such purchaser.

      "Affiliate" shall have the meaning specified in the Note Purchase
Agreement.

      "Agreement" or "this Agreement" shall have the meaning specified in the
preamble to this Agreement.

      "Board" shall mean the board of directors of the Company.



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      "Closing Date" shall have the meaning specified in the Note Purchase
Agreement.

      "Common Stock" shall have the meaning specified in the recitals to this
Agreement.

      "Company" shall have the meaning specified in the preamble to this
Agreement.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

      "Exercise Price" shall have the meaning specified in Section 3.01.

      "Expiration Date" shall be January 12, 2005.

      "Fair Market Value" shall mean, with respect to any shares of Common Stock
as of any date of determination, (i) if such shares of Common Stock are not
Publicly Traded, the fair value of such shares of Common Stock (A) as determined
reasonably and in good faith in the most recently completed arm's-length
transaction between the Company and an unaffiliated third party in which such
determination is necessary and the closing of which shall have occurred within
the six months preceding such date of determination, or (B) if no such
transaction shall have occurred within such six-month period, as determined in
accordance with the Valuation Criteria reasonably and in good faith by an
Independent Financial Expert appointed by the Board and consented to by the
Purchaser (such consent not to be unreasonably withheld); or (ii) if such shares
of Common Stock are Publicly Traded, the Market Price of such shares of Common
Stock on the trading day immediately preceding such date of determination;
provided, however, that with respect to shares of Common Stock issuable upon the
exercise of options under a stock option plan or the issuance of shares of
Common Stock under an employee stock incentive plan, the Fair Market Value of
such shares shall be determined in accordance with the applicable provisions of
such plan (if any).

      "Holders" shall mean the registered holders from time to time of the
Warrants and, unless otherwise provided or indicated herein, the registered
holders from time to time of the Underlying Common Stock.

      "Incremental Note Principal" shall mean, with respect to any issuance of
Additional Notes, the sum of aggregate principal amount of such Additional
Notes, plus the aggregate principal amount of all Additional Notes issued prior
thereto.

      "Incremental Warrant Shares" shall mean, with respect to any issuance of
Additional Warrants, the sum of the number of shares of Common Stock issuable
upon exercise of such Additional Warrants, plus the number of shares of Common
Stock issuable upon exercise of all Additional Warrants issued prior thereto.

      "Independent Financial Expert" shall mean a nationally recognized
investment banking firm (i) that does not (and whose directors, officers,
employees and affiliates do not) have a direct or indirect financial interest in
the Company or any of its Affiliates, and (ii) that is not, and none of whose
directors, officer, employees or Affiliates are, at the time it is called upon
to




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render independent financial advice to the Company, a promoter, director or
officer of the Company or any of its Affiliates or an underwriter or placement
agent with respect to any of the securities of the Company or any of its
Affiliates, nor have the Company or any such directors, officers, employees or
Affiliates acted in such capacity during the three year period prior thereto.

       "Market Price" shall mean, with respect to any shares of Common Stock
that are Publicly Traded, for any specified trading day, (i) in the case of
shares of Common Stock listed or admitted to trading on any securities exchange
or on the Nasdaq National Market or the Nasdaq SmallCap Market, the average
closing price, or if no sale takes place on a particular day, the average of the
closing bid and asked prices on such day, for the ten (10) trading days prior to
the date in question, (ii) in the case of shares of Common Stock not then listed
or admitted to trading on any securities exchange or on the Nasdaq National
Market or the Nasdaq SmallCap Market, the average last reported sale price, or
if no sale takes place on a particular day, the average of the closing bid and
asked prices on such day, for the ten (10) trading days prior to the date in
question, as reported by a reputable quotation source designated by the Company,
and (iii) if there are no bid and asked prices reported during the ten (10)
trading days prior to the specified date, the Fair Market Value of such shares
of Common Stock as determined as if such shares of Common Stock were not
Publicly Traded.

      "Note Purchase Agreement" shall have the meaning specified in the recitals
to this Agreement.

      "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization or other entity or any
government or political subdivision, agency or instrumentality thereof, as well
as any syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Exchange Act.

      "Publicly Traded" shall mean, relative to any security, that such security
is (i) listed on a domestic securities exchange, (ii) quoted on the Nasdaq
National Market or the Nasdaq SmallCap Market, or (iii) traded in the domestic
over-the-counter market, which trades are reported on the OTC Electronic
Bulletin Board or reported by the National Quotation Bureau, Incorporated.

      "Purchaser" shall have the meaning specified in the preamble to this
Agreement.

      "Rights" shall mean any "poison pill" or similar shareholder rights issued
pursuant to a "poison pill" shareholder rights plan or similar plan.

      "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

      "Series No. 1 Note" shall have the meaning specified in the Note
Purchase Agreement.

      "Series No. 1 Note Ratio" shall mean a fraction, the numerator of which
is the aggregate original principal amount of the Series No. 1 Notes and the
denominator of which is the Incremental Note Principal.




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      "Taxes" shall mean all transfer, stamp, documentary and other similar
taxes, assessments or charges levied by any governmental or revenue authority in
respect hereof in respect of any Warrant or any Warrant Certificate, excluding,
however, franchise taxes and taxes, assessments or charges levied or imposed on
or measured by the net income or receipts of any Person.

      "Underlying Common Stock" shall mean the shares of Common Stock issuable
or issued upon the exercise of the Warrants.

      "Valuation Criteria" shall mean one or more valuation methods that the
Independent Financial Expert or the Board, as the case may be, in its
professional or reasonable business judgment, as the case may be, determines to
be most appropriate for use in determining the Fair Market Value of any
securities for which such determination is required pursuant to this Agreement.

      "Warrant Certificates" shall have the meaning specified in Section 2.01 of
this Agreement.

      "Warrants" shall mean the warrants issued to the Purchaser on the Closing
Date as contemplated by this Agreement and the Note Purchase Agreement, which
warrants initially entitle the Purchaser to purchase 428,571 shares of Common
Stock.

                                   ARTICLE II
                      ORIGINAL ISSUE OF WARRANTS; TRANSFER

      Section 2.01. FORM OF WARRANT CERTIFICATES. The Warrants shall be
evidenced by certificates in registered form only and substantially in the form
attached hereto as Exhibit A (the "Warrant Certificates"), shall be dated the
date on which signed by the Company and may have such legends and endorsements
typed, stamped, printed, lithographed or engraved thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation applicable thereto, with any rule or regulation of any securities
exchange or association on which the Warrants may be listed, or to conform to
customary usage.

      Section 2.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Warrant
Certificates evidencing the Warrants shall be executed by the Company and
delivered on the Closing Date to the Purchaser. The Warrant Certificates shall
be executed on behalf of the Company by one or more duly authorized officers of
the Company.

      Section 2.03.  TRANSFER OF WARRANTS.

            (a) Subject to clause (b) of this Section 2.03 and provided that all
conditions to transfer set forth in this Agreement and in the Note Purchase
Agreement have been satisfied, each Warrant and the rights thereunder may be
transferred by the Holder thereof delivering to the Company the Warrant
Certificate evidencing such Warrant accompanied by a properly completed
assignment form (a form of which is attached to the form of Warrant Certificate




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attached as Exhibit A to this Agreement). Within ten (10) Business Days of
receipt of such assignment form, the Company shall issue and deliver to the
transferee, subject to clause (b) below, a Warrant Certificate of like kind and
tenor representing the transferred Warrants and to the transferor a Warrant
Certificate of like kind and tenor representing any Warrants evidenced by such
original certificate that are not being transferred. Each Warrant Certificate
issued pursuant to this Section 2.03 shall be substantially in the form of
Exhibit A to this Agreement and shall bear the restrictive legends set forth
thereon (unless, with respect to the legend regarding transfer under applicable
securities laws, the Holder or transferee thereof supplies to the Company an
opinion of counsel, reasonably satisfactory to the Company, that the
restrictions described in such legend are no longer applicable to such
Warrants).

            (b) The transfer of Warrants shall be permitted only pursuant to a
transaction that complies with, or is exempt from, the provisions of the
Securities Act and any applicable provisions of state securities laws, and the
Company may require an opinion of counsel, reasonably satisfactory to the
Company, to such effect prior to the transfer of any Warrant.

                                   ARTICLE III
                 EXERCISE PRICE; EXERCISE OF WARRANTS GENERALLY

      Section 3.01. EXERCISE PRICE. Each Warrant Certificate shall entitle the
Holder thereof, subject to the provisions of the Agreement, to purchase one
share of Common Stock for each Warrant represented thereby at an exercise price
(the "Exercise Price") of $0.01 per share.

      Section 3.02. EXERCISE OF WARRANTS. Subject to the terms and conditions
set forth herein, the Warrants shall be exercisable beginning on the 91st day
after the Closing Date through the Expiration Date, as follows: (i) for the
period beginning on the 91st day after the Closing Date and ending on the 270th
day after the Closing Date, for not more than 50% of the aggregate number of
shares of Common Stock issuable upon exercise of the Warrants from time to time
(giving effect to the adjustments contemplated by Section 4.01 of this
Agreement); and (ii) beginning on the 271st day after the Closing Date and
ending on the Expiration Date, for up to 100% of the aggregate number of shares
of Common Stock issuable upon exercise of the Warrants from time to time.

      Section 3.03. EXPIRATION OF WARRANTS.  The Warrants shall terminate and
become void as of the close of business on the Expiration Date.

      Section 3.04. METHOD OF EXERCISE.

            (a) In order to exercise a Warrant, the Holder thereof must
surrender the Warrant Certificate evidencing such Warrant to the Company, with
one of the forms on the reverse of or attached to the Warrant Certificate duly
executed, and by paying in full to the Company (i) by wire transfer of
immediately available funds, or (ii) by certified or official bank check, or
(iii) by any combination of the foregoing, the Exercise Price for each share of
Underlying Common Stock as to which Warrants are then being exercised. A Holder
may exercise such Holder's Warrant for the full number of shares of Underlying
Common Stock



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issuable upon exercise thereof (subject to the limitations set forth in Section
3.02) or any lesser number of whole shares of Underlying Common Stock.

            (b) Not later than the fifth Business Day following the later of (i)
surrender of a Warrant Certificate in conformity with the foregoing provisions
or (ii) payment by the Holder of the full Exercise Price for the shares of
Underlying Common Stock as to which such Warrants are then being exercised, the
Company shall transfer to the Holder of such Warrant Certificate appropriate
evidence of ownership of any shares of Underlying 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, such name or
names 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 Section 4.04. If such
Warrant Certificate shall not have been exercised in full, the Company will
issue to such Holder a new Warrant Certificate exercisable for the number of
shares of Underlying Common Stock as to which such Warrant shall not have been
exercised. Any registration of Underlying Common Stock issued upon exercise of a
Warrant in the name of any person other than the registered holder of the
Warrant shall be subject to Sections 5.03 and 5.04 of this Agreement.

            (c) Each person in whose name any certificate representing shares of
Underlying Common Stock is issued shall for all purposes be deemed to have
become the holder of record of such shares of Underlying Common Stock on the
date on which the Warrant Certificate was surrendered to the Company and payment
of the Exercise Price therefor, irrespective of the date of delivery of such
certificate representing shares of Underlying Common Stock.

      Section 3.05. CANCELLATION OF WARRANTS. The Company shall cancel any
Warrant Certificate delivered to it for exercise, in whole or in part, or
delivered to it for transfer, exchange or substitution, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall destroy canceled
Warrant Certificates. If the Company shall acquire any of the Warrants, such
acquisition shall not operate as a redemption or termination of the right
represented by such Warrants unless and until the Warrant Certificates
evidencing such Warrants are surrendered to the Company for cancellation.

                                   ARTICLE IV
                                   ADJUSTMENTS

      Section 4.01. ADJUSTMENTS.  The number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from
time to time as follows:

            (a) Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications. In the event that the Company shall (i) pay a dividend or
make any other distribution with respect to its Common Stock in shares of its
capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine its
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock (including
any such



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reclassification in connection with a merger, consolidation or other business
combination in which the Company is the continuing corporation), the number of
shares of Common Stock issuable upon exercise of each Warrant immediately prior
to the record date for such dividend or distribution, or the effective date of
such subdivision or combination, shall be adjusted so that the Holder of each
Warrant shall thereafter be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company that such Holder would have
owned or have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An adjustment
made pursuant to this Section 4.01(a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for
such event.

            (b)   Issuance of Common Stock, Rights, Options or  Warrants at
Lower Values.

                  (i) In the event that the Company shall issue or sell shares
of Common Stock, or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common
Stock, at a price per share of Common Stock (determined in the case of such
rights, options, warrants or convertible or exchangeable securities, by dividing
(x) the total amount of Consideration receivable by the Company in respect of
the issuance and sale of such rights, options, warrants or convertible or
exchangeable securities, plus the total Consideration, if any, payable to the
Company upon exercise, conversion or exchange thereof, by (y) the total number
of shares of Common Stock covered by such rights, options, warrants or
convertible or exchangeable securities) that is lower than the then Fair Market
Value per share of the Common Stock immediately prior to such sale or issuance,
then the number of shares of Common Stock thereafter issuable upon the exercise
of each Warrant then outstanding shall equal the Pre-Issuance Value per Warrant
divided by the Unadjusted Post-Issuance Value per Warrant. Such adjustment shall
be made successively whenever any such sale or issuance is made.

                  (ii) For purposes of this Section 4.01(b), (A) "Pre-Issuance
Value per Warrant" shall mean (1) the total number of shares of Common Stock
then issuable upon exercise of each Warrant, multiplied by (2) the Fair Market
Value per share of Common Stock immediately prior to any issuance or sale
described in Section 4.01(b)(i); and (B) "Unadjusted Post-Issuance Value per
Warrant" shall mean (1) the sum of (x) the total number of shares of Common
Stock (including shares of Common Stock issuable upon exercise of outstanding
Warrants and Additional Warrants) outstanding immediately prior to any issuance
or sale described in Section 4.01(b)(i), multiplied by the Fair Market Value per
share of Common Stock immediately prior to such issuance or sale, plus (y) the
total number of additional shares of Common Stock issued or sold by the Company
(including, in the case of rights, options, warrants or convertible or
exchangeable securities, the total number of shares of Common Stock covered by
such rights, options, warrants or convertible or exchangeable securities),
multiplied by the price per share of Common Stock for which such additional
shares of Common Stock were issued or sold (including, in the case of rights,
options, warrants or convertible or exchangeable securities, the total amount of
Consideration per share receivable by the Company in respect of the issuance and
sale of such rights, options, warrants or convertible or exchangeable
securities, plus the total Consideration per share, if any, payable to the
Company upon exercise, conversion




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or exchange thereof), divided by (2) the total number of shares of Common Stock
outstanding immediately after such issuance or sale (including, in the case of
rights, options, warrants or convertible or exchangeable securities, the total
number of shares of Common Stock covered by such rights, options, warrants or
convertible or exchangeable securities and including shares of Common Stock
issuable upon exercise of outstanding Warrants and Additional Warrants).

                  (iii) In the event that the Company shall issue and sell
shares of Common Stock or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock for consideration consisting, in whole or in part, of property
other than cash or its equivalent, then in determining the "price per share of
Common Stock" and the "Consideration" receivable by or payable to the Company
for purposes of this Section 4.01, the Board shall determine, in good faith, the
fair value of such property. In the event that the Company shall issue and sell
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock, together with one
or more other securities as part of a unit at a price per unit, then in
determining the "price per share of Common Stock" and the "Consideration"
receivable by or payable to the Company for purposes of this Section 4.01, the
Board shall determine, in good faith, the fair value of the rights, options,
warrants or convertible or exchangeable securities then being sold as part of
such unit.

                  (iv) Any adjustment to the number of shares of Common Stock
issuable upon exercise of all Warrants then outstanding made pursuant to this
Section 4.01(b) shall be allocated among each Warrant then outstanding on a pro
rata basis.

                  (v) Notwithstanding anything herein to the contrary, the
provisions of this Section 4.01(b) shall not apply to any of the following:

                        (A) the grant or issuance of restricted stock,
options or other similar rights issued pursuant to employee stock option plans,
directors stock option plans or similar plans providing for options or other
similar rights to purchase Common Stock covering in the aggregate not in excess
of 20% of the fully-diluted shares of Common Stock issued and outstanding from
time to time, or the issuance of shares upon exercise of any such options or
other similar rights,

                        (B) the issuance of shares upon the exercise of options,
warrants, convertible or exchangeable securities, or similar securities that are
convertible into Common Stock in accordance with their terms, that are issued
and outstanding as of the date of this Agreement (giving effect to the
transactions relating to the issuance of the Series No. 1 Notes, including
without limitation the issuance of the Warrants),

                        (C) the issuance of any Additional Warrants,

                        (D) the issuance of any Rights,

                        (E) the issuance of shares of capital stock
pursuant to any stock dividend, stock split or other distribution in respect
of outstanding shares, and




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                        (F) the issuance of Common Stock or securities
convertible into Common Stock pursuant to an underwritten offering (including,
without limitation, any such securities issued pursuant to the underwriters'
overallotment option).

            (c) Sale of Additional Notes. In the event that the Company shall
issue or sell any Additional Notes and, in connection therewith, shall issue any
Additional Warrants, the aggregate number of shares of Common Stock thereafter
issuable upon the exercise of the Warrants then outstanding shall equal (i) the
product obtained by multiplying the Series No. 1 Note Ratio by the Incremental
Warrant Shares, minus (ii) the number of shares of Underlying Common Stock, if
any, that have theretofore been issued upon exercise of Warrants; provided,
however, that no adjustment pursuant to this subsection (c) shall reduce the
number of shares issuable upon exercise of a Warrant.

            (d) Issuance of Rights. In the event that the Company shall
distribute any Rights prior to the exercise or expiration of the Warrants, the
Company shall make proper provision so that each Holder who exercises a Warrant
after the record date for such distribution and prior to the expiration or
redemption of the Rights shall be entitled to receive upon such exercise, in
addition to the shares of Common Stock issuable upon such exercise, a number of
Rights determined as follows: (A) if such exercise occurs on or prior to the
date fixed for the distribution to the holders of Rights of separate securities
evidencing such Rights, the same number of Rights to which a holder of a number
of shares of Common Stock equal to the number of shares of Underlying Common
Stock issuable upon such exercise would have been entitled at the time of such
exercise in accordance with the terms and provisions applicable to the Rights,
and (B) if such exercise occurs after such distribution date, the same number of
Rights to which a holder of the number of shares of Underlying Common Stock into
which the Warrant so exercised was exercisable immediately prior to such
distribution date would have been entitled on the distribution date in
accordance with the terms and provisions applicable to the Rights.

            (e) Expiration Of Rights, Options and Conversion Privileges. Upon
the expiration of any rights, options, warrants or conversion or exchange
privileges that have previously resulted in an adjustment pursuant to Section
4.01(b) or Section 4.01(c), if any thereof shall not have been exercised, the
number of shares of Common Stock issuable upon the exercise of each Warrant
shall, upon such expiration, be readjusted and shall thereafter, upon any future
exercise, be such as they would have been had they been originally adjusted (or
had the original adjustment not been required, as the case may be) as if (i) the
only shares of Common Stock so issued were the shares of Common Stock, if any,
actually issued or sold upon the exercise of such rights, options, warrants or
conversion or exchange rights and (ii) such shares of Common Stock, if any, were
issued or sold for the Consideration actually received by the Company upon such
exercise plus the Consideration, if any, actually received by the Company for
issuance, sale or grant of all such rights, options, warrants or conversion or
exchange rights whether or not exercised.

            (f) De Minimis Adjustments. No adjustment in the number of shares of
Common Stock issuable hereunder shall be required unless such adjustment would
require an increase or decrease of at least one percent in the number of share
of Common Stock purchasable upon an



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exercise of each Warrant; provided, however, that any adjustments which by
reason of this Section 4.01(f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest one-tenth of a share.

      Section 4.02. DETERMINATION OF ADJUSTMENT. Whenever the number of shares
of Common Stock issuable upon the exercise of each Warrant is adjusted as herein
provided, a certificate of an officer of the Company setting forth the number of
shares of Common Stock issuable upon the exercise of each Warrant after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made
(in reasonable detail), shall, absent demonstrable error, be conclusive evidence
of such adjustment. The Company shall be entitled to rely on such certificate
and shall exhibit the same from time to time to any Holder desiring an
inspection thereof during normal business hours.

      Section 4.03. STATEMENT ON WARRANTS. Irrespective of any adjustment in the
number or kind of shares issuable upon the exercise of the Warrants,
certificates evidencing Warrants theretofore or thereafter issued may continue
to express the same price and number and kind of shares as are stated in the
Warrants initially issuable pursuant to this Agreement.

      Section 4.04. FRACTIONAL INTEREST. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of Warrants. If more
than one Warrant shall be presented for exercise in full at the same time by the
same Holder, the number of full shares of Common Stock which shall be issuable
upon such exercise thereof shall be computed on the basis of the aggregate
number of shares of Common Stock acquirable on exercise of the Warrants so
presented. If any fraction of a share of Common Stock would, except for the
provisions of this Section 4.04, be issuable on the exercise of any Warrant (or
specified portion thereof), the Company shall pay an amount in cash calculated
by it to be equal to the then Fair Market Value per share of Common Stock
multiplied by such fraction computed to the nearest whole cent.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

      Section 5.01. WARRANT TRANSFER BOOKS.

            (a) The Warrant Certificates shall be issued in registered form
only. The Company shall keep at its executive office a register in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Warrant Certificates and of transfers or
exchanges of Warrant Certificates as herein provided.

            (b) Every Warrant Certificate surrendered for registration of
transfer or exchange shall (if so required by the Company) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company, duly executed by the Holder thereof or his attorney duly authorized in
writing.




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      Section 5.02. NO STOCK RIGHTS. Prior to the exercise of the Warrants, no
holder of a Warrant Certificate, as such, shall be entitled to vote or be deemed
the holder of Common Stock or any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained herein
be construed to confer upon any holder of a Warrant Certificate, as such, the
rights of a stockholder of the Company or the right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, to exercise any
preemptive right, to receive notice of meetings or other actions affecting
stockholders (except as specifically provided herein), or to receive dividends
or subscription rights or otherwise.

      Section 5.03. RESTRICTIONS ON TRANSFER. The Holder of any Warrant
Certificate, by acceptance thereof, acknowledges and agrees that the Warrants
and the Underlying Common Stock issuable upon exercise of such Warrants shall be
subject to the terms and conditions of the Note Purchase Agreement, as such
document may be in effect from time to time, including, without limitation, the
provisions therein relating to restrictions on transfer. Without limitation of
the obligations set forth in Section 5.07, it shall be a condition precedent to
any transfer of the Warrant that each proposed transferee execute and deliver to
the Company the documentation required by such Section 5.07.

      Section 5.04. NO REGISTRATION OF WARRANTS OR UNDERLYING COMMON STOCK UNDER
SECURITIES LAWS; OTHER REGULATORY FILINGS.

            (a) Neither the Warrants nor the Underlying Common Stock have been
registered under the Securities Act or any state securities laws.

            (b) The Holder of any Warrant Certificate, by acceptance thereof,
represents that it is acquiring the Warrants to be issued to it for its own
account and not with a view to the distribution thereof, and agrees not to sell,
transfer, pledge or hypothecate any Warrants or any Underlying Common Stock
unless (i) (A) such transfer is made in connection with an effective
registration statement under the Securities Act and any applicable state
securities laws or (B) the Holder thereof has furnished the Company a
satisfactory opinion of counsel for such Holder to the effect that such
transaction is exempt from the registration requirements of the Securities Act,
the rules and regulations in effect thereunder and any applicable state
securities laws, and (ii) such transfer is made in accordance with terms and
conditions set forth in the Note Purchase Agreement relating to restrictions on
transfer to the extent the Warrants or Underlying Common Stock are subject
thereto.

            (c) Each Holder of Warrants also hereby acknowledges that any
exercise of the Warrants may be subject to the filing requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and agrees to
make any such required filings prior to any such exercise.

      Section 5.05. RESERVATION OF COMMON STOCK FOR ISSUANCE ON EXERCISE OF
WARRANTS. The Company shall at all times reserve and keep available, out of its
authorized but unissued Common Stock, solely for the purpose of issue upon
exercise of Warrants as herein provided, such number of shares of Common Stock
as shall then be issuable



                                       11
<PAGE>   13

upon the exercise of all outstanding Warrants. All shares of Common Stock which
shall be so issuable shall, upon such issue and upon payment of the exercise
price therefor as provided herein and in the applicable Warrant Certificate, be
duly and validly issued and fully paid and non-assessable.

      Section 5.06. PAYMENT OF TAXES. The Company shall pay all Taxes that may
be imposed on the Company or on the Warrants or on any securities deliverable
upon exercise of Warrants with respect thereto. The Company shall not be
required, however, to pay any Taxes or other charges imposed in connection with
any transfer involved in the issue of any certificate for shares of Common Stock
or other securities underlying the Warrants or payment of cash to any person
other than the Holder of a Warrant Certificate surrendered upon the exercise or
purchase of a Warrant.

      Section 5.07. CERTAIN PERSONS TO EXECUTE AGREEMENT. Without in any way
limiting any transfer restrictions contained elsewhere herein or in the Note
Purchase Agreement, no Holder shall sell or otherwise transfer any Warrants held
by such Holder, unless, prior to the consummation of any such sale or other
disposition, the person to whom such sale or other disposition is proposed to be
made executes and delivers to the Company an agreement, in form and substance
satisfactory to the Company, whereby such prospective transferee confirms that,
with respect to the Warrants that are the subject of such sale or other
disposition, it shall be deemed to be a "Holder" for the purposes of this
Agreement and agrees to be bound by all the terms of this Agreement and all
applicable terms of the Note Purchase Agreement. Upon the execution and delivery
by such prospective transferee of the agreement referred to in the next
preceding sentence, and subject to all applicable transfer restrictions, such
prospective transferee shall be deemed a "Holder" for the purposes of this
Agreement, and shall have the rights and be subject to the obligations of a
Holder hereunder with respect to the Warrants held by such prospective
transferee.

                                   ARTICLE VI
                                  MISCELLANEOUS

      Section 6.01. EXPENSES. Except as otherwise specified in this Agreement or
in the Note Purchase Agreement, all costs and expenses, including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses.

      Section 6.02. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, or by courier service, cable, telecopy, telegram, or registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties hereto at their addresses set forth on the signature pages to this
Agreement (or at such other address for a party hereto as shall be specified in
a notice given in accordance with this Section 6.02).




                                       12
<PAGE>   14


      Section 6.03. HEADINGS. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning, construction or interpretation of this Agreement.

      Section 6.04. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.

      Section 6.05. MUTILATED OR MISSING WARRANT CERTIFICATES. If any Warrant
Certificate is lost, stolen, mutilated or destroyed, the Company in its
discretion may issue, in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, and upon receipt of a proper
affidavit or other evidence satisfactory to the Company (and surrender of any
mutilated Warrant Certificate) and bond of indemnity in form and amount and with
corporate surety satisfactory to the Company in each instance protecting the
Company, a new Warrant Certificate of like tenor and exercisable for an
equivalent number of shares of Common Stock as the Warrant Certificate so lost,
stolen, mutilated or destroyed. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate at any time
shall be enforceable by anyone. An applicant for such a substitute Warrant
Certificate also shall comply with such other reasonable regulations and pay
such other reasonable charges as the Company may prescribe. All Warrant
Certificates shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement of lost,
stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

      Section 6.06. ENTIRE AGREEMENT. This Agreement and the documents referred
to herein constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and undertakings,
both written and oral, between or among the parties with respect to the subject
matter hereof.

      Section 6.07. NO THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns. Nothing in this Agreement, whether
express or implied, is intended to or shall confer upon any person other than
the parties hereto and their respective successors and permitted assigns, any
legal or equitable right, benefit or remedy of any nature whatsoever, under or
by reason of this Agreement.




                                       13
<PAGE>   15


      Section 6.08. AMENDMENT; WAIVER. This Agreement may not be amended,
modified, supplemented or waived except by an instrument in writing signed by,
or on behalf of, the Company and holders of more than 50% of the outstanding
Warrants or, in the case of a waiver, the party to be bound thereby (which, in
the case of the Holders of the Warrants, shall require Holders of more than 50%
of the outstanding Warrants).

      Section 6.09. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS OF
EACH PARTY ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO
THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS.

      Section 6.10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

      Section 6.11. PURCHASE DOCUMENT. This Agreement is a Purchase Document for
purposes of the Note Purchase Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      Section 6.12. SPECIFIC PERFORMANCE. Each Holder shall have the right to
specific performance by the Company of the provisions of this Agreement, in
addition to any other remedies that it may have at law or in equity. The Company
hereby irrevocably waives, to the extent that it may do so under applicable law,
any defense based on the adequacy of a remedy at law which may be asserted as a
bar to the remedy of specific performance in any action brought against the
Company for specific performance of this Agreement by the Holders of the
Warrants or the Underlying Common Stock.

      Section 6.13. FILINGS. The Company shall, at its own expense and to the
extent it is reasonably able to do so, promptly execute and deliver, or cause to
be executed and delivered, to any Holder of Warrants all applications,
certificates, instruments and other documents that such Holder may reasonably
request in connection with the obtaining of any consent, approval, qualification
or authorization of any Federal, state or local government (or any agency or
commission thereof) necessary or appropriate in connection with, or for the
effective exercise of, any Warrants then held by such Holder, in each case
subject to such confidentiality obligations as the Company may reasonably impose
on such Holder; provided, however, that the Company shall not be required to
qualify to do business in, or provide a general consent to service of process
in, any jurisdiction in which it is not already qualified to do business and
shall not be required to register the Warrants or the Underlying Common Stock
under any federal or state securities laws except as otherwise required under
any registration rights agreement (or similar agreement) to which the Company
may be a party from time to time.




                                       14
<PAGE>   16


      Section 6.14. OTHER TRANSACTIONS. Nothing contained herein shall preclude
the Holder from engaging in any transaction, in addition to those contemplated
by this Agreement, with the Company or any of its Affiliates in which the
Company or such Affiliate is not restricted hereby from engaging with any other
Person.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       15
<PAGE>   17

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date fast above written.

                                    MCM CAPITAL GROUP, INC.

                                    By:  /s/ Gregory G. Meredith
                                         ------------------------------------
                                         Name: Gregory G. Meredith
                                         Title: Secretary




                                    ING (U.S.) CAPITAL LLC

                                    By:  /s/ David Balestrery
                                         ------------------------------------
                                          Name: David Balestrery
                                          Title: Vice President


                                       16
<PAGE>   18

                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, AND
NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE
ISSUER, UNLESS (i) SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR (ii) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL
FOR THE HOLDER HEREOF THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT, THE RULES AND REGISTRATIONS IN EFFECT THEREUNDER AND
ANY APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
THE EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AND OTHER PROVISIONS SET FORTH IN A WARRANT AGREEMENT AND A NOTE PURCHASE
AGREEMENT, EACH DATED AS OF JANUARY 12, 2000, AS THEREAFTER AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, COPIES OF WHICH ARE ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF
TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND
UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.

                             MCM CAPITAL GROUP, INC.

                               WARRANT CERTIFICATE
                              Dated as of _________, _____

               WARRANTS TO PURCHASE ____ SHARES OF COMMON STOCK

Certificate No. ___
Number of Warrants: __________

      MCM CAPITAL GROUP, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Company"), hereby certifies that, for value
received, ING (U.S.) CAPITAL, LLC, or its registered assigns, is the registered
holder of the number of Warrants set forth above (the "Warrants"). Each Warrant
shall entitle the registered holder thereof (the "Holder"), during the time
periods specified below and subject to the provisions contained herein and in
the Warrant Agreement (as defined below), to receive from the Company one share
of Common Stock, par value $0.01 per share, of the Company ("Common Stock"),
subject to adjustment upon the occurrence of certain events as more fully
described in the Warrant




                                        1
<PAGE>   19

Agreement, at an exercise price of $0.01 per share. The Warrants shall be
exercisable beginning on April 12, 2000 through January 12, 2005 (the
"Expiration Date"), as follows: (i) for the period beginning on April 12, 2000
and ending on the October 9, 2000, for not more than 50% of the aggregate number
of shares of Common Stock issuable upon exercise of the Warrants from time to
time (giving effect to the adjustments contemplated by Section 4.01 of the
Warrant Agreement referred to below); and (ii) beginning on October 10, 2000 and
ending on the Expiration Date, for up to 100% of the aggregate number of shares
of Common Stock issuable upon exercise of the Warrants from time to time. This
Warrant Certificate shall terminate and become void as of the close of business
on the Expiration Date.

      This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of January 12, 2000 (as thereafter amended, modified
or supplemented, the "Warrant Agreement"), among the Company and ING (U.S.)
Capital, LLC, and is subject to the terms and provisions contained in the
Warrant Agreement and in the Note Purchase Agreement (each such term is defined
in the Warrant Agreement), to all of which terms and provisions the Holder of
this Warrant Certificate consents by acceptance hereof, which applicable terms
and provisions are hereby incorporated herein by reference and made a part
hereof. Reference is hereby made to the Warrant Agreement and the Note Purchase
Agreement for a full statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Company and the Holders of the
Warrants.

      The number of shares of Common Stock issuable upon the exercise of each
Warrant is subject to adjustment as provided in the Warrant Agreement.

      All shares of Common Stock issuable by the Company upon the exercise of
Warrants shall, upon such issue and upon payment of the Exercise Price in
accordance with the terms set forth in the Warrant Agreement, be duly and
validly issued and fully paid and non-assessable.

      In order to exercise a Warrant, the Holder hereof must surrender this
Warrant Certificate at the office of the Company, with the Form of Election to
Purchase attached hereto appropriately completed and duly executed by the Holder
hereof, all subject to the terms and conditions hereof and of the Warrant
Agreement.

      All terms used in this Warrant Certificate that are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.

      Copies of the Warrant Agreement are on file at the office of the Company
and may be obtained by writing to the Company at MCM Capital Group, Inc., 4302
East Broadway, Phoenix, Arizona 85042, Attention: Secretary.

            [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                        2
<PAGE>   20

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its officers thereunto duly authorized as of the date first written
above.

                                    MCM CAPITAL GROUP, INC.

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


                                        3
<PAGE>   21

                          FORM OF ELECTION TO PURCHASE

(To Be Executed by the Holder to Exercise Warrants Evidenced by the Foregoing
Warrant Certificate)

To:  MCM Capital Group, Inc.

The undersigned hereby irrevocably elects to exercise the Warrants evidenced by
the foregoing Warrant Certificate for, and to acquire thereunder, one full share
(subject to adjustment) of Common Stock issuable upon exercise of each such
Warrant, all on the terms and conditions specified in the within Warrant
Certificate and the Warrant Agreement therein referred to. The undersigned
hereby surrenders this Warrant Certificate and all right, title and interest
therein to the Company and directs that the shares of Common Stock deliverable
upon the exercise of such Warrants be registered or placed in the name of the
undersigned at the address specified below and delivered thereto.

Address:    _________________________________________________

            _________________________________________________

            _________________________________________________
                        (Include Zip Code)

Name of Holder:   _________________________________________________

                                 (Please Print)

By: _________________________________________________
             (Signature)*

(Name:)___________________________________________

(Title:)____________________________________________

Dated: ___________________



                                       1
<PAGE>   22

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned Holder of the foregoing Warrant
Certificate hereby sells, assigns and transfers(1) unto each assignee set forth
below (including the undersigned with respect to any Warrants constituting a
part of the Warrants evidenced by the foregoing Warrant Certificate not being
assigned hereby) all of the rights of the undersigned in and to the number of
Warrants (as defined in and evidenced by the foregoing Warrant Certificate) set
forth opposite the name of such assignee below and in and to the foregoing
Warrant Certificate with respect to said Warrants and the shares of Common Stock
issuable upon exercise of said Warrants:

Name of Assignee:     ____________________________________________

                                 (Please Print)

Address:              _____________________________________________

                      _____________________________________________

                      _____________________________________________
                               (Include Zip Code)

Number of Warrants: ___________________

and does hereby irrevocably constitute and appoint the Company the undersigned's
attorney-in-fact to make such transfer on the books of the Company maintained
for that purpose, with full power of substitution in the premises.

_______________________

(1) THE SECURITIES EVIDENCED BY THE FOREGOING WARRANT CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN THE WARRANT
AGREEMENT AND THE NOTE PURCHASE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH
SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH
RESTRICTIONS SHALL HAVE BEEN COMPILED WITH.




                                        1
<PAGE>   23

If the total number of Warrants transferred shall not be all the Warrants
evidenced by the foregoing Warrant Certificate, the undersigned requests that a
new Warrant Certificate evidencing the Warrants not so assigned be issued in the
name of and delivered to the undersigned.

Dated: _______________

Name of Holder:   _________________________________________________

                                 (Please Print)

                  _________________________________________________
                                  (Signature)*

 (Name:)    __________________________________________

(Title:)    __________________________________________



                                       2