<PAGE>

                                                                   Exhibit 4.1.4


NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE UNDERLYING SHARES
OF STOCK HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, THE MICHIGAN UNIFORM SECURITIES ACT OR ANY OTHER STATE SECURITIES LAW.
NEITHER THESE WARRANTS NOR THE UNDERLYING STOCK, NOR ANY PORTION THEREOF OR
INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE
SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACTS AND ANY OTHER
APPLICABLE STATE SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED.


Warrant Certif.  No._______                 Warrants to Purchase ________ Shares


                               WARRANT CERTIFICATE

                      Warrants to Purchase Common Stock of

                             NUMATICS, INCORPORATED

       THIS CERTIFIES THAT, for value received, Numat, LLC of 2550 Middle Road,
Suite 603, Bettendorf, Iowa 52722, or registered assigns, is entitled to
purchase from NUMATICS, INCORPORATED, a corporation organized and existing under
the laws of the State of Michigan (hereinafter called the "Company"), in whole
or in part, at a purchase price per share equal to the Warrant Purchase Price
(as defined herein) from time to time in effect, at any time upon the earlier to
occur of (i) an Exit Event (as hereinafter defined), and (ii) April 2, 2008, to
and including December 31, 2010 (the "Final Exercise Date"), shares of the
Company's Class A Common Stock, $0.01 par value, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.

       Certain terms used in this Warrant Certificate are defined in paragraph
6.

       THIS WARRANT CERTIFICATE IS ISSUED PURSUANT TO THE PURCHASE AGREEMENT.
REFERENCE IS HEREBY MADE TO THE PURCHASE AGREEMENT FOR A DESCRIPTION OF CERTAIN
AGREEMENTS OF THE PARTIES THAT RELATE TO THE WARRANTS EVIDENCED HEREBY,
INCLUDING WITHOUT LIMITATION THE RIGHT OF THE COMPANY TO REPURCHASE WARRANTS AND
WARRANT SHARES UNDER CERTAIN CIRCUMSTANCES.

       The number of shares of Common Stock purchasable hereunder, and the
Warrant Purchase Price payable therefor, are subject to adjustment as
hereinafter set forth.

       The Warrants represented by this Certificate are subject to the following
provisions, terms and conditions:

<PAGE>

       1. (a) Exercise of Warrants. The rights represented by this Warrant
Certificate may be exercised by the holder hereof, in whole or in part, by
delivering to the office of the Company at Numatics, Incorporated, 1450 North
Milford Road, Highland, Michigan 48357 (or such other office or agency of the
Company as it may designate by notice in writing to the holder hereof),

              (i) this Warrant Certificate, together with a properly completed
       Subscription Form in the form attached hereto, and

              (ii) at the holder's option, either (A) a certified check or bank
       draft in the amount of the aggregate Warrant Purchase Price for the
       shares of Common Stock being purchased, (B) any promissory notes or debt
       securities of the Company that may have been issued to the holder hereof,
       so that amounts outstanding thereunder may be offset against the
       aggregate Warrant Purchase Price for the Shares of Common Stock being
       purchased, or (C) Common Stock (including Common Stock received or
       receivable upon such exercise of the Warrants), Warrants or other
       securities of the Company having a value equal to the aggregate Warrant
       Purchase Price for the shares of Common Stock being purchased (a
       "Cashless Exercise"). For this purpose the value per Warrant at any time
       shall be the Fair Value Per Share of Common Stock minus the Warrant
       Purchase Price then in effect, the value per share of Common Stock shall
       be the Fair Value Per Share of Common Stock, and the value of other
       securities shall be as determined in good faith by the Company's Board of
       Directors and reflected in a formal resolution of such Board.

       The Company agrees that the shares so purchased shall be deemed to be
issued to the holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant Certificate shall have been
delivered to the Company and payment made for such shares as aforesaid.
Certificates for the shares so purchased shall be delivered to the holder hereof
within a reasonable time, not exceeding five business days, after the rights
represented by this Warrant Certificate shall have been so exercised, and,
unless this Warrant Certificate has expired, a new Warrant Certificate
representing the number of shares of Common Stock, if any, with respect to which
this Warrant Certificate shall not then have been exercised, in all other
respects identical with this Warrant Certificate, shall also be issued and
delivered to the holder hereof within such time, or, at the request of such
holder, appropriate notation may be made on this Warrant Certificate and the
same returned to such holder.

       The Company acknowledges and agrees that all of the Warrants were
originally issued on or about January 31, 2003. Consequently, the Company
acknowledges and agrees that, if the Holder conducts a Cashless Exercise, the
period during which the Holder held this Warrant may, for purposes of Rule 144
promulgated under the Securities Act, be "tacked" to the period during which the
Holder holds the shares of Common Stock received upon such Cashless Exercise.

       (b) Transfer Restriction Legend. Each certificate for Warrant Shares
initially issued upon exercise of this Warrant Certificate, unless at the time
of exercise such Warrant Shares are registered under the Securities Act, shall
bear the following legend (and any additional legend required by any securities
exchange upon which such Warrant Shares may, at the time of such exercise, be
listed) on the face thereof:

                                       2

<PAGE>

       "The shares of stock represented hereby have not been registered pursuant
       to the Securities Act of 1933, as amended, the Michigan Uniform
       Securities Act or any other state securities law. Neither these shares,
       nor any portion thereof or interest therein, may be sold, transferred or
       otherwise disposed of unless the same are registered with and qualified
       in accordance with said Acts and any other applicable state securities
       law, or in the opinion of counsel reasonably satisfactory to the Company
       such registration and qualification are not required."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution under a registration statement of the securities
represented thereby) shall also bear such legend unless in the opinion of
counsel reasonably satisfactory to the Company the securities represented
thereby need no longer be subject to the restrictions contained in this Warrant
Certificate. The provisions of paragraph 2 shall be binding upon all subsequent
holders of certificates bearing the above legend, and shall also be applicable
to all subsequent holders of this Warrant Certificate.

       (c) Expenses and Taxes on Exercise. The Company shall pay all expenses,
taxes and other charges payable in connection with the preparation, execution
and delivery of stock certificates and new Warrants pursuant to this paragraph
1, except that, in case such stock certificates or new Warrants shall be
registered in a name or names other than the name of the holder of this Warrant
Certificate, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates or new Warrants shall be paid by the holder hereof to the Company
at the time of delivering this Warrant Certificate to the Company upon exercise.

       2. Warrants and Warrant Shares Not Registered. Each holder of this
Warrant Certificate, by acceptance thereof, represents and acknowledges that the
Warrants and the Warrant Shares which may be purchased upon exercise of the
Warrants represented by this Warrant Certificate are not being registered under
the Securities Act on the grounds that the issuance of the Warrants and the
offering and sale of such Warrant Shares are exempt from registration under
Section 4(2) of the Securities Act as not involving any public offering. Neither
the Warrants represented by this Warrant Certificate nor the related Warrant
Shares may be transferred except in compliance with requirements of the Purchase
Agreement.

       3. Government Approvals. If in connection with the Warrants represented
by this Warrant Certificate or any Warrant Shares issuable or issued pursuant
hereto the Company is required to obtain or make any declaration, qualification
or registration with or approval of any governmental official or authority
(other than registration under the Securities Act) before shares issued pursuant
hereto may be transferred or before such shares may be issued upon the exercise
hereof, the Company will at its sole expense take all requisite action in
connection with such declaration, qualification, registration or approval and
will use its best efforts to cause such shares and/or the Warrants represented
by this Warrant Certificate to be duly registered or approved as may be
required.

       4. Special Agreements of the Company. The Company covenants and agrees
that:

                                       3

<PAGE>

       (a) Character of Warrant Shares. All shares which may be issued upon the
exercise of the rights represented by this Warrant Certificate, upon issuance,
will be duly authorized, validly issued, fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issue thereof.

       (b) Par Value. The Company will take from time to time all such action as
may be requisite to ensure that the par value per share (if any) of the Common
Stock is at all times equal to or less than the then effective Warrant Purchase
Price per share of the Warrant Shares issuable pursuant to this Warrant
Certificate.

       (c) Will Reserve Shares. During the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved (free from preemptive rights) for the purpose of issue
or transfer upon exercise of the rights evidenced by this Warrant Certificate, a
sufficient number of shares of its Common Stock of the appropriate class to
provide for the exercise of the rights represented by this and the other
Warrants.

       (d) No Violations. The Company will take all such action as may be
necessary to ensure that Warrant Shares may be so issued without violation of
any applicable law or regulation, or of any requirements of any securities
exchange upon which the Common Stock of the Company may be listed.

       (e) Maintain Authorized Shares. The Company will not take any action
which would result in any adjustment of the Warrant Purchase Price if the total
number of Warrant Shares issuable after such action upon full exercise of all
then outstanding Warrants, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon exercise of all
Options (as hereinafter defined) to purchase Common Stock and upon conversion of
all Convertible Securities (as hereinafter defined) then outstanding, would
exceed the total number of shares of Common Stock then authorized by the
Company's Certificate or Articles of Incorporation, as then amended.

       5(a) Anti-Dilution Provisions. The Warrant Purchase Price shall be
subject to adjustment from time to time as hereinafter provided. Upon each
adjustment of the Warrant Purchase Price, the holder of this Warrant Certificate
shall thereafter be entitled to purchase, at the Warrant Purchase Price
resulting from such adjustment, the number of shares obtained by multiplying the
Warrant Purchase Price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Purchase Price
resulting from such adjustment.

       5(b) Warrant Purchase Price Adjustments. If and whenever after the date
hereof the Company shall issue or sell any shares of its Common Stock for a
consideration per share less than the Fair Value Per Share of Common Stock
immediately prior to the time of such issue or sale, or shall be deemed under
the provisions of this paragraph 5 to have effected any such issuance or sale,
then, forthwith upon such issue or sale, the Warrant Purchase Price shall be
reduced to a price determined by multiplying the Warrant Purchase Price in
effect immediately prior to the time of such issue or sale by a fraction, the
numerator of which shall be the sum of (i) the number of shares of Common Stock
outstanding immediately prior to such issue or sale multiplied by the Fair Value
Per Share of Common Stock immediately prior to such issue or sale

                                       4

<PAGE>

plus (ii) the consideration received by the Company upon such issue or sale, and
the denominator of which shall be the product of (iii) the total number of
shares of Common Stock outstanding immediately after such issue or sale,
multiplied by (iv) the Fair Value Per Share of Common Stock immediately prior to
such issue or sale. Notwithstanding the foregoing, no adjustment of the Warrant
Purchase Price or the shares of Common Stock issuable hereunder shall be made in
connection with the issuance of Common Stock upon exercise of Warrants, or upon
the issuance or sale of Excluded Securities.

       For the purposes of this paragraph 5(b), the following provisions 5(b)(1)
to 5(b)(9), inclusive, shall also be applicable:

              5(b)(1) In the event that at any time the Company shall in any
       manner grant, issue or sell (directly, by assumption in a merger or
       otherwise) any rights or warrants to subscribe for or to purchase, or any
       options for the purchase of, Common Stock or any stock or securities
       convertible into or exchangeable for Common Stock (such rights, warrants
       or options being herein called "Options" and such convertible or
       exchangeable stock or securities being herein called "Convertible
       Securities"), whether or not such Options or the right to convert or
       exchange any such Convertible Securities are immediately exercisable, and
       the price per share for which Common Stock is issuable upon the exercise
       of such Options or upon conversion or exchange of such Convertible
       Securities (determined by dividing (i) the total amount, if any, received
       or receivable by the Company as consideration for the granting of such
       Options, plus the minimum aggregate amount of additional consideration
       payable to the Company upon the exercise of all such Options, plus, in
       the case of any such Options which relate to Convertible Securities, the
       minimum aggregate amount of additional consideration, if any, payable
       upon the issue or sale of such Convertible Securities and upon the
       conversion or exchange thereof, by (ii) the total number of shares of
       Common Stock issuable upon the exercise of such Options or upon the
       conversion or exchange of all such Convertible Securities issuable upon
       the exercise of such Options) shall be less than the Fair Value Per Share
       of Common Stock in effect immediately prior to the time of the granting,
       issuance or sale of such Options, then the maximum number of shares of
       Common Stock issuable upon the exercise of such Options or upon
       conversion or exchange of the maximum amount of such Convertible
       Securities issuable upon the exercise of such Options shall (as of the
       date of granting, issuance or sale of such Options) be deemed to be
       outstanding and to have been issued for such price per share. Except as
       otherwise provided in subparagraph 5(b)(3), no further adjustment of the
       Warrant Purchase Price shall be made upon the actual issue of such Common
       Stock or of such Convertible Securities upon exercise of such Options or
       upon the actual issue of such Common Stock upon conversion or exchange of
       such Convertible Securities.

              5(b)(2) In the event that the Company shall in any manner issue
       (directly, by assumption in a merger or otherwise) or sell any
       Convertible Securities (other than pursuant to the exercise of Options to
       purchase such Convertible Securities covered by subparagraph 5(b)(1)),
       whether or not the rights to exchange or convert thereunder are
       immediately exercisable, and the price per share for which Common Stock
       is issuable upon such conversion or exchange (determined by dividing (i)
       the total amount received or receivable by the Company as consideration
       for the issue or sale of such Convertible

                                       5

<PAGE>

       Securities, plus the minimum aggregate amount of additional
       consideration, if any, payable to the Company upon the conversion or
       exchange thereof, by (ii) the total maximum number of shares of Common
       Stock issuable upon the conversion or exchange of all such Convertible
       Securities) shall be less than the Fair Value Per Share of Common Stock
       in effect immediately prior to the time of such issue or sale, then the
       total maximum number of shares of Common Stock issuable upon conversion
       or exchange of all such Convertible Securities shall (as of the date of
       the issue or sale of such Convertible Securities) be deemed to be
       outstanding and to have been issued for such price per share, provided
       that, except as otherwise provided in subparagraph 5(b)(3), no further
       adjustment of the Warrant Purchase Price shall be made upon the actual
       issue of such Common Stock upon conversion or exchange of such
       Convertible Securities.

              5(b)(3) In connection with any change in, or the expiration or
       termination of, the purchase rights under any Option or the conversion or
       exchange rights under any Convertible Securities, the following
       provisions shall apply:

              (A) If the purchase price provided for in any Option referred to
       in subparagraph 5(b)(1), the additional consideration, if any, payable
       upon the conversion or exchange of any Convertible Securities referred to
       in subparagraph 5(b)(1) or 5(b)(2), or the rate at which any Convertible
       Securities referred to in subparagraph 5(b)(1) or 5(b)(2) are convertible
       into or exchangeable for Common Stock shall change at any time (other
       than under or by reason of provisions designed to protect against
       dilution), then the Warrant Purchase Price in effect at the time of such
       change shall forthwith be increased or decreased to the Warrant Purchase
       Price which would be in effect immediately after such change if (a) the
       adjustments which were made upon the issuance of such Options or
       Convertible Securities had been made upon the basis of (and taking into
       account the total consideration received as a result of) (i) the issuance
       at that time of the Common Stock, if any, delivered upon the exercise of
       any such Options or upon the exercise of any such Options or upon the
       conversion or exchange of any such Convertible Securities before such
       change, and (ii) the issuance at that time of all such Options or
       Convertible Securities, with terms and provisions reflecting such change,
       which are still outstanding after such change, and (b) the Warrant
       Purchase Price as adjusted pursuant to clause (a) preceding had been used
       as the basis for the adjustments required hereunder in connection with
       all other issues or sales of Common Stock, Options or Convertible
       Securities by the Company subsequent to the issuance of such Options or
       Convertible Securities.

              (B) On the partial or complete expiration of any Options or
       termination of any right to convert or exchange Convertible Securities,
       the Warrant Purchase Price then in effect hereunder shall forthwith be
       increased or decreased to the Warrant Purchase Price which would be in
       effect at the time of such expiration or termination if (a) the
       adjustments which were made upon the issuance of such Options or
       Convertible Securities had been made upon the basis of (and taking into
       account the total consideration received for) (i) the issuance at that
       time of the Common Stock, if any, delivered upon the exercise of such
       Options or upon the conversion or exchange of such Convertible Securities
       before such expiration or termination, and (ii) the issuance at that time
       of only those such Options or Convertible Securities which remain
       outstanding after

                                       6

<PAGE>

     such expiration or termination, and (b) the Warrant Purchase Price as
     adjusted pursuant to clause (a) preceding had been used as the basis for
     adjustments required hereunder in connection with all other issues or sales
     of Common Stock, Options or Convertible Securities by the Company
     subsequent to the issuance of such Options or Convertible Securities.

          (C)  If the purchase price provided for in any Option referred to in
     subparagraph 5(b)(l) or the rate at which any Convertible Securities
     referred to in subparagraph 5(b)(l) or 5(b)(2) are convertible into or
     exchangeable for Common Stock shall be reduced at any time under or by
     reason of provisions with respect thereto designed to protect against
     dilution, and the event causing such reduction is one that did not also
     require an adjustment in the Warrant Purchase Price under other provisions
     of this paragraph 5(b), then in case of the delivery of shares of Common
     Stock upon the exercise of any such Option or upon conversion or exchange
     of any such Convertible Securities, the Warrant Purchase Price then in
     effect hereunder shall forthwith be adjusted to such amount as would have
     obtained if such Option or Convertible Securities had never been issued and
     if the adjustments made upon the issuance of such Option or Convertible
     Securities had been made upon the basis of the issuance of (and taking into
     account the total consideration received for) the shares of Common Stock
     delivered as aforesaid (provided that the Fair Value Per Share of Common
     Stock used in such determination shall be as of the date of issue of such
     Option or Convertible Securities); provided that no such adjustment shall
     be made unless the Warrant Purchase Price then in effect would be reduced
     thereby.

          5(b)(4) In the event that the Company shall declare a dividend or make
     any other distribution upon any stock of the Company payable in Common
     Stock, Options or Convertible Securities, any Common Stock, Options or
     Convertible Securities, as the case may be, issuable in payment of such
     dividend or distribution shall be deemed to have been issued or sold
     without consideration.

          5(b)(5) For purposes of this paragraph 5(b), the amount of
     consideration received by the Company in connection with the issuance or
     sale of Common Stock, Options or Convertible Securities shall be determined
     in accordance with the following:

          (A)  In the event that shares of Common Stock, Options or Convertible
     Securities shall be issued or sold for cash, the consideration received
     therefor shall be deemed to be the amount payable to the Company therefor,
     without deduction therefrom of any expenses incurred or any underwriting
     commissions or concessions or discounts paid or allowed by the Company in
     connection therewith.

          (B)  In the event that any shares of Common Stock, Options or
     Convertible Securities shall be issued or sold for a consideration other
     than cash, the amount of the consideration other than cash payable to the
     Company shall be deemed to be the fair value of such consideration as
     determined in good faith by the Board of Directors of the Company and
     reflected in a formal resolution of such Board, without deduction of any
     expenses incurred or any underwriting commissions or concessions or
     discounts paid or allowed by the Company in connection therewith.

                                       7

<PAGE>

          (C)  The amount of consideration deemed to be received by the Company
     pursuant to the foregoing provisions of this subparagraph 5(b)(5) upon any
     issuance and/or sale, pursuant to an established compensation plan of the
     Company, to directors, officers or employees of the Company in connection
     with their employment, of shares of Common Stock, Options or Convertible
     Securities, shall be increased by the amount of any tax benefit realized by
     the Company as a result of such issuance and/or sale, the amount of such
     tax benefit being the amount by which the Federal and/or State income or
     other tax liability of the Company shall be reduced by reason of any
     deduction or credit in respect of such issuance and/or sale.

          (D)  In the event that any shares of Common Stock, Options or
     Convertible Securities shall be issued in connection with any merger in
     which the Company is the surviving corporation, the amount of consideration
     therefor shall be deemed to be the fair value, as determined in good faith
     by the Board of Directors of the Company and reflected in a formal
     resolution of such Board, of such portion of the assets and business of the
     non-surviving corporation as such Board shall determine to be attributable
     to such Common Stock, Options or Convertible Securities, as the case may
     be.

          (E)  In the event that any Options shall be issued in connection with
     the issue and sale of other securities of the Company, together comprising
     one integral transaction in which no specific consideration is allocated to
     such Options by the parties thereto, such Options shall be deemed to have
     been issued without consideration.

          (F)  In the event of any consolidation or merger of the Company in
     which stock or securities of another corporation are issued in exchange for
     Common Stock of the Company or in the event of any sale of all or
     substantially all of the assets of the Company for stock or other
     securities of any corporation the Company shall be deemed to have issued a
     number of shares of its Common Stock for stock or securities of the other
     corporation computed on the basis of the actual exchange ratio on which the
     transaction was predicated and for a consideration equal to the fair market
     value on the date of such transaction of such stock or securities of the
     other corporation, and if any such calculation results in adjustment of the
     Warrant Purchase Price, the determination of the number of shares of Common
     Stock receivable upon exercise of the Warrants immediately prior to such
     merger, consolidation or sale, for purposes of paragraph 5(e), shall be
     made after giving effect to such adjustment of the Warrant Purchase Price.

          5(b)(6) In the event that at any time the Company shall take a record
     of the holders of its Common Stock for the purpose of entitling them (i) to
     receive a dividend or other distribution payable in Common Stock, Options
     or Convertible Securities, or (ii) to subscribe for or purchase Common
     Stock, Options or Convertible Securities, then such record date shall be
     deemed to be the date of the issue or sale of the shares of Common Stock
     deemed to have been issued or sold upon the declaration of such dividend or
     the making of such other distribution or the date of the granting of such
     right of subscription or purchase, as the case may be.

          5(b)(7) 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, and the

                                       8

<PAGE>

     disposition of any such shares shall be considered an issue or sale of
     Common Stock for the purposes of this paragraph 5(b).

          5(c) Payments to Holders in Connection With Certain Dividends. In the
event that the Company declares a dividend upon the Common Stock, other than a
dividend payable in Common Stock, then at the option of the Company, either

          (1)  the Company shall pay over to the holder of the Warrants
     represented by this Warrant Certificate, on the dividend payment date, the
     cash, stock or other securities and other property which the holder of this
     Warrant Certificate would have received if such holder had exercised the
     Warrants represented by this Warrant Certificate in full to purchase Common
     Stock and had been the record holder of such Common Stock on the date on
     which a record is taken for the purpose of such dividend, or, if a record
     is not taken, the date as of which the holders of Common Stock of record
     entitled to such dividend are to be determined, or

          (2)  the Warrant Purchase Price in effect immediately prior to the
     declaration of such dividend shall be reduced (to an amount not less than
     zero) by an amount equal to the amount of such dividend payable per share
     of Common Stock, in the case of a cash dividend, or by the fair value of
     such dividend per share (as determined in good faith by the Board of
     Directors of the Company and reflected in a formal resolution of such
     Board) in the case of any other dividend, such reduction to be effective on
     the date as of which a record is taken for purposes of such dividend, or if
     a record is not taken, the date as of which holders of record of Common
     Stock entitled to such dividend are determined;

provided that

          (3)  in the case of a dividend consisting of stock or securities
     (other than Common Stock, Options or Convertible Securities) or other
     property (except cash) distributable to holders of Common Stock, the
     holders of a majority of the outstanding Warrants may, at their option,
     elect that instead of (1) or (2) above lawful and adequate provisions shall
     be made (including without limitation any necessary reduction in the
     Warrant Purchase Price) whereby each holder of Warrants shall thereafter
     have the right to purchase and/or receive, on the terms and conditions
     specified in this Warrant Certificate and in addition to the Warrant Shares
     purchasable immediately prior to the declaration of such dividend, such
     shares of stock, securities or property as are distributable with respect
     to outstanding shares of Common Stock equal to the number of Warrant Shares
     purchasable immediately prior to such declaration, to the end that the
     provisions hereof (including without limitation provisions for adjustments
     of the Warrant Purchase Price and of the number of shares receivable upon
     exercise) shall thereafter be applicable, as nearly as may be, in relation
     to such shares of stock, securities or property.

For the purposes of this paragraph 5, "dividend" shall mean any distribution to
the holders of Common Stock as such.

          5(d) Stock Splits and Reverse Splits. In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the

                                       9

<PAGE>

Warrant Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of Warrant Shares purchasable pursuant to
the Warrants represented by this Warrant Certificate immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common Stock of the Company shall at any time be
combined into a smaller number of shares, the Warrant Purchase Price in effect
immediately prior to such combination shall be proportionately increased and the
number of Warrant Shares purchasable upon the exercise of the Warrants
represented by this Warrant Certificate immediately prior to such combination
shall be proportionately reduced. Except as provided in this paragraph 5(d) no
adjustment in the Warrant Purchase Price and no change in the number of Warrant
Shares purchasable shall be made under this paragraph 5 as a result of or by
reason of any such subdivision or combination.

          5(e) Reorganizations and Asset Sales. If any capital reorganization or
reclassification of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected in such
a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then the
following provisions shall apply:

          5(e)(1) As a condition of such reorganization, reclassification,
     consolidation, merger or sale (except as otherwise provided below in this
     paragraph 5(e)), lawful and adequate provisions shall be made whereby each
     holder of Warrants shall thereafter have the right to purchase and receive
     upon the terms and conditions specified in this Warrant Certificate and in
     lieu of the Warrant Shares immediately theretofore receivable upon the
     exercise of the rights represented hereby, such shares of stock, securities
     or assets as may be issued or payable with respect to or in exchange for a
     number of outstanding shares of such Common Stock equal to the number of
     Warrant Shares immediately theretofore so receivable had such
     reorganization, reclassification, consolidation, merger or sale not taken
     place, and in any such case appropriate provision shall be made with
     respect to the rights and interests of such holder to the end that the
     provisions hereof (including without limitation provisions for adjustments
     of the Warrant Purchase Price and of the number of shares receivable upon
     the exercise) shall thereafter be applicable, as nearly as may be, in
     relation to any shares of stock, securities or assets thereafter
     deliverable upon the exercise of Warrants (including an immediate
     adjustment, by reason of such consolidation or merger, of the Warrant
     Purchase Price to the value for the Common Stock reflected by the terms of
     such consolidation or merger if the value so reflected is less than the
     Warrant Purchase Price in effect immediately prior to such consolidation or
     merger).

          5(e)(2) In the event of a merger or consolidation of the Company with
     or into another corporation as a result of which a number of shares of
     Common Stock of the surviving corporation greater or lesser than the number
     of shares of Common Stock of the Company outstanding immediately prior to
     such merger or consolidation are issuable to holders of Common Stock of the
     Company, then (subject to paragraph 5(e)(3)) the Warrant Purchase Price in
     effect immediately prior to such merger or consolidation shall be adjusted
     in the same manner as though there were a subdivision or combination of the
     outstanding shares of Common Stock of the Company.

                                       10

<PAGE>

          5(e)(3) The Company shall not effect any such consolidation, merger or
     sale unless prior to or simultaneously with the consummation thereof the
     successor corporation (if other than the Company) resulting from such
     consolidation or merger or the corporation purchasing such assets shall
     assume by written instrument executed and mailed or delivered to each
     Warrantholder at the last address of such holder appearing on the books of
     the Company, the obligation to deliver to such holder such shares of stock,
     securities or assets as, in accordance with the foregoing provisions, such
     Warrantholder may be entitled to receive, and all other liabilities and
     obligations of the Company hereunder. Upon written request by the holder of
     this Warrant Certificate such successor corporation will issue a new
     warrant revised to reflect the modifications in this Warrant Certificate
     effected pursuant to this paragraph 5(e).

          5(e)(4) If a purchase, tender or exchange offer is made to and
     accepted by the holders of more than 50% of the outstanding shares of
     Common Stock of the Company, the Company shall not effect any
     consolidation, merger or sale with the person, firm or corporation having
     made such offer or with any affiliate of such person, firm or corporation,
     unless prior to the consummation of such consolidation, merger or sale the
     holder of this Warrant Certificate shall have been given a reasonable
     opportunity to then elect to receive upon the exercise of this Warrant
     Certificate either the stock, securities or assets then issuable with
     respect to the Common Stock of the Company or the stock, securities or
     assets, or the equivalent, issued to previous holders of the Common Stock
     in accordance with such offer.

          5(f) Notice of Adjustment. Whenever the Warrant Purchase Price and the
number of Warrant Shares issuable upon the exercise of the Warrants represented
by this Warrant Certificate shall be adjusted as herein provided, or the rights
of Warrantholders shall change by reason of other events specified herein, the
Company shall compute the adjusted Warrant Purchase Price and the adjusted
number of Warrant Shares in accordance with the provisions hereof and shall
prepare a certificate signed by its President or Vice President setting forth
the adjusted Warrant Purchase Price and the adjusted number of Warrant Shares
issuable upon the exercise of the Warrants represented by this Warrant
Certificate or specifying the other shares of stock, securities or assets
receivable as a result of such change in rights, and showing in reasonable
detail the facts and calculations upon which such adjustments or other changes
are based including a statement of the consideration received or to be received
by the Company for, and the amount of, any Common Stock, Options and Convertible
Securities issued since the last such adjustment or change (or since the date
hereof in the case of the first adjustment or change). The Company shall cause
to be mailed to the holder of this Warrant Certificate copies of such officer's
certificate together with a notice stating that the Warrant Purchase Price and
the number of Warrant Shares purchasable upon exercise of the Warrants
represented by this Warrant Certificate have been adjusted and setting forth the
adjusted Warrant Purchase Price and the adjusted number of Warrant Shares
purchasable upon the exercise of the Warrants represented by this Warrant
Certificate.

          5(g) Notifications to Holders. In case at any time the Company
proposes:

          (1)  to make or declare any dividend upon its Common Stock whether in
     cash, stock or any other property;

                                       11

<PAGE>

          (2)  to issue any shares of Common Stock, Options or Convertible
     Securities (except pursuant to the exercise of Warrants or Options or the
     conversion or exchange of Convertible Securities in accordance with their
     terms);

          (3)  to offer for subscription to any holder of its Common Stock any
     additional shares of stock of any class or other rights;

          (4)  to effect any capital reorganization, or reclassification of the
     capital stock of the Company, or consolidation or merger of the Company
     with another corporation, or sale or other disposition of all or
     substantially all of its assets; or

          (5)  to effect a voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then, in any one or more of said cases, the Company shall give the holder of
this Warrant Certificate (a) at least 20 days (but not more than 90 days) prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription rights or
for determining rights to vote in respect of any such issuance, reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, and (b) in the case of any such issuance, reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least 20 days (but not more than 90 days) prior written notice of
the date when the same shall take place. Such notice in accordance with the
foregoing clause (a) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (b) shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, as the case may be.

          5(h) Company to Prevent Dilution. If any event or condition occurs as
to which other provisions of this paragraph 5 are not strictly applicable or if
strictly applicable would not fairly protect the exercise or purchase rights of
this Warrant Certificate in accordance with the essential intent and principles
of such provisions, or which might materially and adversely affect the exercise
or purchase rights of the Warrantholders under any provisions of the Warrants,
then the Company shall make an adjustment in the application of such provisions,
in accordance with such essential intent and principles, so as to protect such
exercise and purchase rights as aforesaid, and any adjustment necessary with
respect to the Warrant Purchase Price and the number of Warrant Shares
purchasable hereunder so as to preserve without dilution the rights of the
holders of Warrants. In no event shall any such adjustment have the effect of
increasing the Warrant Purchase Price as otherwise determined pursuant to this
paragraph 5 except in the event of an increase in option price, additional
consideration or conversion rate, or an expiration or termination of an Option
or right to convert or exchange Convertible Securities, as contemplated by
paragraph 5(b)(3), or a combination of shares of the type contemplated in
paragraph 5(d), and then in no event to an amount larger than the Warrant
Purchase Price as adjusted pursuant to paragraph 5(b)(3) or paragraph 5(d).

                                       12

<PAGE>

              5(i) Disputes. In the event that there is any dispute as to the
computation of the price or the number of Warrant Shares required to be issued
upon exercise of Warrants (in which holders of 50 percent or more of the
Warrants shall join), the holders and the Company will retain an independent and
nationally recognized accounting firm to conduct at the expense of the Company
an audit of the computations pursuant to the terms hereof involved in such
dispute, including the financial statements or other information upon which such
computations were based. The determination of such nationally recognized
accounting firm shall, in the absence of manifest error, be binding upon the
holders of the Warrants and the Company. If there shall be a dispute as to the
selection of such nationally recognized accounting firm, such firm shall be
appointed by the American Institute of Certified Public Accountants ("AICPA") if
willing, otherwise the American Arbitration Association, ("AAA") upon
application by the Company or any holder or holders of at least 50 percent of
the outstanding Warrants with notice to the others. If the price or number of
Warrant Shares as determined by such accounting firm is ten percent (10%) or
more higher or lower than the price or number of Warrant Shares computed by the
Company, the expenses of such accounting firm and, if any, AICPA and AAA, shall
be borne completely by the Company. In all other cases, they shall be borne by
the disputing Warrantholders.

              6. Definitions. The terms defined in this paragraph, whenever used
in this Warrant Certificate, shall, unless the context otherwise requires, have
the respective meanings hereinafter specified:

              "Commission" shall mean the Securities and Exchange Commission, or
       any other Federal agency then administering the Securities Act.

              "Common Stock" shall mean and include the Company's Class A Common
       Stock, $0.01 par value per share, authorized on the date of the original
       issue of the Warrants and shall also include any capital stock of any
       class of the Company then or thereafter authorized which shall not be
       limited to a fixed sum or percentage of par value in respect of the
       rights of the holders thereof to participate in dividends and in the
       distribution of assets upon the voluntary or involuntary liquidation,
       dissolution or winding-up of the Company, and shall also include in case
       of any reorganization, reclassification, consolidation, merger or sale of
       assets of the character referred to in paragraph 5 hereof, the stock,
       securities or assets provided for in such paragraph; provided that the
       shares purchasable pursuant to the Warrants represented by this Warrant
       Certificate shall include only shares of such class referred to in the
       first paragraph hereof designated in the Company's Articles or
       Certificate of Incorporation as Common Stock on the date of the original
       issue of the Warrants or, in case of any reorganization,
       reclassification, consolidation, merger or sale of assets of the
       character referred to in paragraph 5 hereof, the stock, securities or
       assets provided for in such paragraph.

              "Company" shall mean NUMATICS, INCORPORATED, a Michigan
       corporation, and also includes any successor thereto with respect to the
       obligations hereunder, by merger, consolidation or otherwise.

              "corporation" shall mean, for purposes of paragraph 5 hereof, a
       corporation, limited liability company, partnership, or any other
       business or entity.

                                       13

<PAGE>

              "Exit Event" shall have the meaning specified in the Purchase
       Agreement.

              "Excluded Securities" shall mean shares of Common Stock, or
       options therefor, representing in the aggregate no more than five percent
       (5%) of the Common Stock outstanding at any time, on a Fully-Diluted
       Basis, issued to officers, directors and employees of the Company, other
       than any such shares of Common Stock, or options therefor, issued after
       the Closing Date to John H. Welker, Robert P. Robeson or David K. Dodds.

              "Fair Value Per Share of Common Stock" shall mean the fair market
       value of all shares of Common Stock outstanding, determined on a Fully
       Diluted Basis, divided by the number of shares of Common Stock
       outstanding, determined on a Fully Diluted Basis, all as determined in
       good faith by the Company's Board of Directors and reflected in a formal
       resolution of such Board.

              "outstanding" when used with reference to Common Stock shall mean
       at any date as of which the number of shares thereof is to be determined,
       all issued shares of Common Stock (including, but without duplication,
       shares deemed issued pursuant to paragraph 5), except shares then owned
       or held by or for the account of the Company.

              "Purchase Agreement" shall mean the Preferred Stock and Warrant
       Purchase Agreement dated December __, 2002 between the Company and the
       Purchaser named therein, as from time to time amended, modified or
       supplemented.

              "Securities Act" shall mean the Securities Act of 1933, or any
       similar Federal statute, and the rules and regulations of the Commission,
       or any other Federal agency then administering such Securities Act,
       thereunder, all as the same shall be in effect at the time.

              "Warrant Purchase Price" shall mean the purchase price per share
       of Common Stock payable upon exercise of the Warrants represented by this
       Warrant Certificate, which shall be the initial purchase price of $0.01
       per share, as adjusted from time to time pursuant to the other provisions
       hereof providing for adjustments to the Warrant Purchase Price.

              "Warrants" shall mean all Warrants (including the Warrants
       represented by this Warrant Certificate) issued by the Company pursuant
       to the Purchase Agreement, identical as to terms and conditions and date,
       except as to the number and class of shares of Common Stock for which
       they may be exercised, initially evidencing the right to purchase an
       aggregate of ___________ shares of Common Stock, and all Warrants issued
       in exchange, transfer or replacement of any thereof.

              "Warrant Shares" shall mean the shares of Common Stock purchased
       or purchasable by the holders of Warrants upon the exercise thereof
       pursuant to paragraph 1.

              "Warrantholders" shall mean the registered holder or holders of
       the Warrants or any related Warrant Shares.

                                       14

<PAGE>

Capitalized terms used herein and not otherwise defined shall have the meanings
specified in the Purchase Agreement.

              7. Exchange, Replacement and Assignability. This Warrant
Certificate is exchangeable, upon the surrender hereof by the holder hereof at
the office or agency of the Company described in paragraph 1, for new Warrant
Certificates of like tenor and date representing in the aggregate the right to
purchase the number of shares which may be purchased hereunder, each of such new
Warrant Certificates to represent the right to purchase such number of shares as
shall be designated by such holder hereof at the time of such surrender. Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant Certificate or any such new Warrant
Certificate and, in the case of any such loss, theft or destruction, of an
indemnity letter (reasonably satisfactory to the Company) of an institutional
holder of this Warrant Certificate, or in other cases, of a bond of indemnity or
other security reasonably satisfactory to the Company, or, in the case of any
such mutilation, upon surrender or cancellation of this Warrant Certificate or
such new Warrant Certificate, the Company will issue to the holder hereof a new
Warrant Certificate of like tenor and date, in lieu of this Warrant Certificate
or such new Warrant Certificate, representing the right to purchase the number
of shares which may be purchased hereunder. Subject to compliance with paragraph
2, the Warrants represented by this Warrant Certificate and all rights hereunder
are transferable in whole or in part upon the books of the Company by the
registered holder hereof in person or by duly authorized attorney, and a new
Warrant Certificate shall be made and delivered by the Company, of the same
tenor and date as this Warrant Certificate but registered in the name of the
transferee, upon surrender of this Warrant Certificate, duly endorsed, to the
office or agency of the Company. All expenses, taxes (other than stock transfer
taxes) and other charges payable in connection with the preparation, execution
and delivery of Warrant Certificates pursuant to this paragraph 7 shall be paid
by the Company.

              8. Transfer Books; No Rights as Stockholder; Survival of Rights.
The Company will at no time close its transfer books against the transfer of the
Warrants represented by this Warrant Certificate or any Warrant Shares in any
manner which interferes with the timely exercise of the Warrants represented by
this Warrant Certificate. This Warrant Certificate shall not entitle the holder
hereof to any voting rights or any rights as a stockholder of the Company. The
rights and obligations of the Company, of the holder of this Warrant Certificate
and of any holder of Warrant Shares issued upon exercise of the Warrants
represented by this Warrant Certificate pursuant to the terms of this Warrant
Certificate shall survive the exercise of the Warrants represented by this
Warrant Certificate.

              9. Governing Law; Amendments and Waivers; Headings. The validity,
interpretation and performance of this Warrant Certificate and each of its terms
and provisions shall be governed by the laws of the State of Delaware. No
provision of this Warrant Certificate may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
enforcement of the same is sought. The headings in this Warrant Certificate are
for purposes of reference only and shall not affect the meaning or construction
of any of the provisions hereof.

              10. Notices. Any notice or other document required or permitted to
be given or delivered to Warrantholders shall be delivered at, or sent by
certified or registered mail to each

                                       15

<PAGE>

Warrantholder at, the address shown on such holder's Warrant Certificate or to
such other address as shall have been furnished to the Company in writing by
such Warrantholder. Any notice or other document required or permitted to be
given or delivered to the Company shall be delivered at, or sent by certified or
registered mail to the principal office of the Company at Numatics,
Incorporated, 1450 North Milford Road, Highland, Michigan 48357, or such other
address or addresses as shall have been furnished to the Warrantholders by the
Company.

              IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed by its duly authorized officer under its corporate
seal, duly attested by its authorized officer, and to be dated as of___________,
20__.

                                        NUMATICS, INCORPORATED

                                         By:__________________________
                                               Title:



[Corporate Seal]



Attest:________________________
            Secretary

                                       16

<PAGE>

                                   ASSIGNMENT

       To Be Executed by the Registered Holder in Order to Transfer the Within
       Warrants


       FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
       unto


                ____________________________________________   (Name)


                ____________________________________________   (Address)



the right to purchase __ shares of Class A Common Stock, covered by the within
Warrants, as said shares were constituted at the date of said Warrant
Certificate, and does hereby irrevocably constitute and appoint _______ Attorney
to make such transfer on the books of the Company maintained for the purpose,
with full power of substitution.

                                        _____________________________
                                                  Signature



Dated: ____________, 20__.


In the presence of: _____________________




                                     NOTICE

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

                                       17

<PAGE>

                             FULL SUBSCRIPTION FORM

                To Be Executed by The Registered Holder in Order
                     to Exercise in Full the Within Warrants

       The undersigned hereby exercises the right to purchase the _____ shares
of Class A Common Stock covered by the within Warrants at the date of this
subscription and herewith makes payment of the sum of $________ representing the
Warrant Purchase Price of $_____ per share in effect at this date. Certificates
for such shares shall be issued in the name of and delivered to the undersigned,
unless otherwise specified by written instructions, signed by the undersigned
and accompanying this subscription.

Dated: ______________, 20__.


                                                    ____________________________
                                                         Signature
                                                         Address:

                                       18

<PAGE>

                            PARTIAL SUBSCRIPTION FORM

                To Be Executed by The Registered Holder in Order
                  to Exercise in Part Only the Within Warrants

       The undersigned hereby exercises the right to purchase _________shares of
the total of _____ shares of Class A Common Stock covered by the within Warrants
at the date of this subscription and herewith makes payment of the sum of
$ _____ representing the Warrant Purchase Price of $________ per share in effect
at this date. Certificates for such shares and a new Warrant Certificate of like
tenor and date for the balance of the shares not subscribed for shall be issued
in the name of and delivered to the undersigned, unless otherwise specified by
written instructions, signed by the undersigned and accompanying this
subscription.

       (The following paragraph need be completed only if the Warrant Purchase
Price and number of shares of Common Stock specified in the within Warrant have
been adjusted pursuant to paragraph 5 of the Warrant Certificate.

       The shares hereby subscribed for constitute ______ shares of Common Stock
(to the nearest whole share) resulting from adjustment of ______  shares of the
total of _____ shares of Common Stock covered by the within Warrant Certificate,
as said shares were constituted at the date of the Warrant Certificate, leaving
a balance of ______ shares of Common Stock, as constituted at the date of the
Warrant Certificate, to be covered by the new Warrant Certificate.

Dated: ________________, 20__.


                                            ______________________________

                                                  Signature

                                                  Address:

                                       19