<PAGE>

                                                                     EXHIBIT 4.2

                                 FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION THEREFROM. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES.

[THE COMPANY MAY PLACE THE FOLLOWING PARAGRAPH ON THE FACE OF ANY WARRANT HELD
BY OR TRANSFERRED TO AN "AFFILIATE" (AS DEFINED IN RULE 501(B) OF REGULATION D
UNDER THE SECURITIES ACT) OF THE COMPANY:]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE
DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE
SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.

                           CHAMPPS ENTERTAINMENT, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                                      Number of Shares:
              ---                                                    ----------
CUSIP No.:                                        (subject to adjustment)
              ---------------

Date of Issuance:  December 16, 2002

         Champps Entertainment, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, ________________, the registered
holder hereof or its permitted assigns is entitled, subject to the terms and
conditions set forth below, to purchase from the Company upon surrender of this
Warrant (as defined below), at any time or times on or after the date hereof,
but not after 5:00 p.m., Eastern Time, on the Expiration Date (as defined
below), _________________ fully paid

<PAGE>

nonassessable shares of Common Stock (as defined below) of the Company at the
Exercise Price per share provided in Section 1(c) of this Warrant, subject to
adjustment as provided below. Capitalized terms used herein but not defined
shall have the same meanings assigned to them in the Securities Purchase
Agreement dated as of December 12, 2002, by and between the Company and the
parties listed on the Schedule of Buyers attached thereto as Exhibit A (as such
agreement may be amended, supplemented and modified from time to time as
provided in such agreement, the "Securities Purchase Agreement").

         This Warrant (as defined below) is one of a series of Warrants issued
in connection with the transactions described in (i) the Securities Purchase
Agreement, (ii) the Company's 5.50% Convertible Subordinated Note Due 2007 (the
"Note") issued pursuant to the Securities Purchase Agreement to the holder
hereof, and (iii) certain other related documents and agreements including,
without limitation, the Transaction Documents (as defined in the Securities
Purchase Agreement). The Warrant Shares (as defined below) issued upon exercise
of this Warrant and the holder hereof and thereof shall be entitled to all of
the rights and privileges set forth in the Transaction Documents.

Section 1. Definitions. The following terms as used in this Warrant shall have
the following meanings:

         (a) "Business Day" means any day other than Saturday, Sunday or other
day on which commercial banks in the City of New York are required by law to
remain closed.

         (b) "Common Stock" means (i) the common stock, $0.01 par value per
share, of the Company, and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock resulting from a reclassification
of such Common Stock.

         (c) "Exercise Price" shall be equal to $11.10, subject to adjustment as
hereinafter provided.

         (d) "Expiration Date" means December 15, 2007 or, if such date does not
fall on a Business Day or on a Trading Day, then the next Business Day.

         (e) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization or association and a government or any department or agency
thereof.

         (f) "Principal Market" means The Nasdaq National Market ("NASDAQ") or
if the Common Stock is not traded on NASDAQ, then the principal securities
exchange or trading market for the Common Stock.

         (g) "Registration Rights Agreement" means that certain Registration
Rights Agreement, dated as of December 12, 2002, among the Company, U.S. Bancorp
Piper Jaffray Inc. and the initial purchasers of the Notes and the Warrants as
such agreement may be amended, supplemented and modified from time to time in a
writing signed by all of the signatories thereto.



                                       -2-

<PAGE>

         (h) "Securities Act " means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

         (i) "Shelf Registration Statement" means the Shelf Registration
Statement contemplated by the Registration Rights Agreement.

         (i) "Trading Day" shall mean (x) a day on which the Principal Market is
open for business or (y) if the applicable security is not so listed on a
Principal Market or admitted for trading or quotation, a Business Day.

         (j) "Warrant" means this Warrant and the other warrants to purchase
shares of Common Stock issued pursuant to the Securities Purchase Agreement and
all warrants issued in exchange, transfer or replacement thereof.

         (k) "Warrant Shares" means all shares of Common Stock issuable upon
exercise of the Warrants.

Section 2. Exercise of Warrant.

         (a) Subject to the terms and conditions hereof, including the early
termination of this Warrant pursuant to Section 3(b) of this Warrant, this
Warrant may be exercised by the holder hereof then registered on the books of
the Company, in whole or in part, at any time on any Business Day on or after
the opening of business on the date hereof and prior to 5:00 p.m., Eastern Time,
on the Expiration Date by (i) delivery of a written notice, in the form of the
subscription notice attached as Exhibit A hereto or a reasonable facsimile
thereof (the "Exercise Notice"), to the Company and the Company's designated
transfer agent (the "Transfer Agent"), of such holder's election to exercise all
or a portion of this Warrant, which notice shall specify the number of Warrant
Shares to be purchased, (ii) (A) payment to the Company of an amount equal to
the Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the "Aggregate Exercise Price") in cash or delivery
of a certified check or bank draft payable to the order of the Company or wire
transfer of immediately available funds or (B) notification to the Company that
this Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 2(e) of this Warrant), and (iii) the surrender of this Warrant to a
common carrier for overnight delivery to the Company as soon as practicable
following such date; provided, however, that if such Warrant Shares are to be
issued in any name other than that of the registered holder of this Warrant,
such issuance shall be deemed a transfer and the provisions of Section 8 of this
Warrant shall be applicable. In the event of any exercise of the rights
represented by this Warrant in compliance with this Section 2(a), the Company
shall use commercially reasonable efforts on or before the third Business Day
following the date of its receipt of the Exercise Notice, the Aggregate Exercise
Price (or notice of Cashless Exercise) and this Warrant (the "Exercise Delivery
Documents"), (A) in the case of a public resale of such Warrant Shares, at the
holder's request, to credit such aggregate number of shares of Common Stock to
which the holder shall be entitled to the holder's or its designee's balance
account with The Depository Trust Company ("DTC") through its Deposit Withdrawal
Agent Commission system or (B) issue and deliver to the address as specified in
the Exercise Notice, a certificate or certificates in such denominations as may
be requested by the holder in the Exercise Notice,


                                       -3-

<PAGE>

registered in the name of the holder or its designee, for the number of shares
of Common Stock to which the holder shall be entitled upon such exercise. Upon
delivery of the Exercise Delivery Documents, the holder of this Warrant shall be
deemed for all corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery the certificates evidencing such Warrant
Shares. In the case of a dispute as to the determination of the Exercise Price
or the arithmetic calculation of the number of Warrant Shares, the Company shall
promptly issue to the holder the number of shares of Common Stock that is not
disputed and shall submit the disputed determination or arithmetic calculation
to the holder via facsimile within two (2) Business Days after receipt of the
holder's Exercise Notice. If the holder and the Company are unable to agree upon
the determination of the Exercise Price or arithmetic calculation of the number
of Warrant Shares within two (2) Business Days of such disputed determination or
arithmetic calculation being submitted to the holder, then the Company shall
immediately submit via facsimile (i) the disputed determination of the Exercise
Price or the Closing Sale Price (as defined in Section 9(f) of this Warrant) to
an independent, reputable investment banking firm selected jointly by the
Company and the holder or (ii) the disputed arithmetic calculation of the number
of Warrant Shares to its independent, outside auditor. The Company shall cause
the investment banking firm or the auditor, as the case may be, to perform the
determination or calculation and notify the Company and the holder of the
results no later than ten (10) Business Days from the time it receives the
disputed determination or calculation. Such investment banking firm's or
auditor's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error. All fees and expenses of such determinations
shall be borne solely by the Company.

         (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, as soon as practicable but
in no event later than five (5) Business Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is exercised.

         (c) Notwithstanding anything contained in this Warrant to the contrary,
the Company shall not be required to issue fractions of shares of Common Stock
upon exercise of this Warrant or to distribute certificates which evidence such
fractional shares. 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 the exercise thereof shall be computed on the
basis of the aggregate number of shares of Common Stock purchasable on exercise
of all Warrants so presented. In lieu of any fractional shares, there shall be
paid to the holder an amount of cash equal to the same fraction of the current
market value of a share of Common Stock. For purposes of this Section 2(c) of
this Warrant, the current market value of a share of Common Stock shall be the
Closing Sale Price of a share of Common Stock for the Trading Day immediately
prior to the date of such exercise or if not listed on a Principal Market, then
as determined by the holders of Warrants representing a majority of the shares
of Common Stock issuable upon exercise of all of the Warrants then outstanding.


                                       -4-

<PAGE>

         (d) If the Company shall fail for any reason or for no reason (except
in the case of a dispute as to the Exercise Price or the Closing Sale Price
which is being resolved in accordance with Section 2(a) of this Warrant) to
issue to the holder within five (5) Business Days of receipt of the Exercise
Delivery Documents (the "Delivery Date"), a certificate for the number of shares
of Common Stock to which the holder is entitled or to credit the holder's or its
designee's balance account with DTC, in accordance with Section 2 of this
Warrant, for such number of shares of Common Stock to which the holder is
entitled upon the holder's exercise of this Warrant or a new Warrant for the
number of shares of Common Stock to which such holder is entitled pursuant to
Section 2(b) of this Warrant, the Company shall, in addition to any other
remedies under this Warrant or the Securities Purchase Agreement or otherwise
available to such holder, including any indemnification under Section 8 of the
Securities Purchase Agreement, pay as additional damages in cash to such holder
on each day after the Delivery Date, as the case may be, in an amount equal to
one-half percent (0.5%) per month multiplied by the product of (I) the sum of
the number of shares of Common Stock not issued to the holder on or prior to the
Delivery Date and to which such holder is entitled and, in the event the Company
has failed to deliver a Warrant to the holder on or prior to the Delivery Date
and to which such holder is entitled, the number of shares of Common Stock
issuable upon exercise of the Warrant as of the Delivery Date and (II) the
Closing Sale Price of the Common Stock on the Delivery Date, provided that if
the Common Stock is not listed on a Principal Market, then the Closing Sale
Price shall be as determined in good faith by a majority of the Company's Board
of Directors, whose determination shall be final, binding and conclusive.

         (e) Notwithstanding anything contained herein to the contrary, the
holder of this Warrant may, at its election exercised in its sole discretion,
exercise this Warrant as to all or a portion of the Warrant Shares and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

                  Net Number = (A x B) - (A x C)
                               -----------------
                                       B

For purposes of the foregoing formula:

         A=       the total number of shares with respect to which this Warrant
                  is then being exercised.

         B=       the Closing Sale Price of the Common Stock on the Trading Day
                  immediately preceding the date of the Exercise Notice.

         C=       the Exercise Price then in effect for the applicable Warrant
                  Shares at the time of such exercise.


                                       -5-

<PAGE>

         (f) [ INCLUDE EITHER OF THE FOLLOWING 2 PARAGRAPHS ONLY BASED UPON
HOLDER'S ELECTION UNDER SECTION 2(k) OF PURCHASE AGREEMENT]

         [The registered holder hereby agrees that in no event will it exercise
any of the Warrants in excess of the number of such Warrants upon the exercise
of which (x) the number of shares of Common Stock beneficially owned by such
holder (other than the shares which would otherwise be deemed beneficially owned
except for being subject to a limitation on exercise analogous to the limitation
contained in this Section 2(f)) plus (y) the number of shares of Common Stock
issuable upon the exercise of such Warrants, would be equal to or exceed 9.99%
of the number of shares of Common Stock then issued and outstanding (after
giving effect to such exercise), it being the intent of the Company and the
holder that the holder not be deemed at any time to have the power to vote or
dispose of greater than 9.99% of the number of shares of Common Stock issued and
outstanding. As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). To the extent that the limitation contained in this
Section 3(j) applies (and without limiting any rights the Company may otherwise
have), the Company may rely on the registered holder's determination of whether
the Warrants are exercisable pursuant to the terms hereof, the Company having no
obligation whatsoever to verify or confirm the accuracy of such determination,
and the submission of the Exercise Notice by the holder shall be deemed to be
the holder's representation that the Warrants specified therein are exercisable
pursuant to the terms hereof. Nothing contained herein shall be deemed to
restrict the right of a Holder to exercise the Warrants at such time as the
exercise thereof will not violate the provisions of this Section 2(f).]

         [The registered holder hereby agrees that in no event will it exercise
any of the Warrants in excess of the number of such Warrants upon the exercise
of which (x) the number of shares of Common Stock beneficially owned by such
holder (other than the shares which would otherwise be deemed beneficially owned
except for being subject to a limitation on exercise analogous to the limitation
contained in this Section 2(f)) plus (y) the number of shares of Common Stock
issuable upon the exercise of such Warrants, would be equal to or exceed 4.99%
of the number of shares of Common Stock then issued and outstanding (after
giving effect to such exercise), it being the intent of the Company and the
holder of Warrants that the holder not be deemed at any time to have the power
to vote or dispose of greater than 4.99% of the number of shares of Common Stock
issued and outstanding. As used herein, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). To the extent that the limitation contained in
this Section 3(j) applies (and without limiting any rights the Company may
otherwise have), the Company may rely on the registered holder's determination
of whether the Warrants are exercisable pursuant to the terms hereof, the
Company having no obligation whatsoever to verify or confirm the accuracy of
such determination, and the submission of the Exercise Notice by the holder
shall be deemed to be the holder's representation that the Warrants specified
therein are exercisable pursuant to the terms hereof. Nothing contained herein
shall be deemed to restrict the right of a Holder to exercise the Warrants at
such time as the exercise thereof will not violate the provisions of this
Section 2(f).]


                                       -6-

<PAGE>

Section 3. Date; Duration; Early Termination of Warrants.

         (a) The date of this Warrant is December 16, 2002 (the "Warrant Date").
This Warrant, in all events, shall be wholly void and of no effect at 5:00 pm,
New York time, on the Expiration Date or the Termination Date (as defined
below), if applicable, as the case may be, except that notwithstanding any other
provisions hereof, the provisions of Section 8(c) of this Warrant shall continue
in full force and effect after such date as to any Warrant Shares or other
securities issued upon the exercise of this Warrant.

         (b) At any time after December 15, 2004 if (1) the Closing Sale Price
per share of the Common Stock has exceeded 175% of the Exercise Price then in
effect for any fifteen (15) Trading Days within a period of twenty (20)
consecutive Trading Days (the "Determination Period") and (2) to the extent that
the Shelf Registration Statement is required by the terms of the Registration
Rights Agreement to still remain effective and available as of the Notice Date
(as defined below), the Shelf Registration Statement is effective during the 30
day period prior to the Notice Date. By following the procedures set forth
below, the Company may exercise this right of termination only if, within ten
(10) days following the Determination Period, the Company shall mail or cause to
be mailed a notice of such termination (the "Termination Notice," and the date
such Termination Notice is mailed, the "Notice Date") to the holders of the
Warrant at the address set forth for such holder in Section 12 of this Warrant.
Such notice shall be irrevocable. The Company shall contemporaneously issue a
press release through PRNewswire or Bloomberg Financial Markets containing
substantially the same information as the Termination Notice described below.
Each Termination Notice shall specify the CUSIP number of the Warrant, the
Termination Date, that the Warrants may not be exercised after 5:00 p.m., New
York time, on the Termination Date and the current Exercise Price.

         If all of the conditions described in the preceding paragraph have been
met, any Warrant not exercised before the close of business on the sixtieth
(60th) day after the mailing date of the Termination Notice (such sixtieth
(60th) day, the "Termination Date") shall automatically be deemed exercised in
accordance with Section 2(e) of this Warrant and the Company will deliver the
Warrant Shares to the holder upon receipt of a completed Exercise Notice along
with the original copy of the Warrant for cancellation.

Section 4. Covenants as to Common Stock. The Company hereby covenants and agrees
as follows:

         (a) Issuance of Warrants and Warrant Shares. This Warrant is, and any
Warrants issued in substitution for or replacement of this Warrant will, upon
issuance, be, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof, and shall not be
subject to preemptive rights or other similar rights of stockholders of the
Company. All Warrant Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance and payment hereof or cashless
exercise in accordance with the terms hereof, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or


                                       -7-

<PAGE>

through the Company with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.

         (b) Reservation of Shares. During the period within which the rights
represented by this Warrant may be exercised, the Company will take all actions
reasonably necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than one hundred five percent (105%) of the number
of shares of Common Stock needed to provide for the issuance of the Warrant
Shares upon exercise of all of the Warrants without regard to any limitations on
exercise.

         (c) Listing. The Company shall promptly use reasonable efforts to
secure the listing of the shares of Common Stock issuable upon exercise of this
Warrant upon each national securities exchange and automated quotation system,
if any, upon which shares of Common Stock are then listed (subject to official
notice of issuance upon exercise of this Warrant) and shall use reasonable
efforts to maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all shares of Common Stock issuable from time to time
upon the exercise of this Warrant; and the Company shall use reasonable efforts
to list on the Principal Market or automated quotation system, as the case may
be, and shall use reasonable efforts to maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on such
Principal Market or automated quotation system. The Company shall pay all fees
and expenses in connection with satisfying its obligations under this Section
4(c).

         (d) Certain Actions. The Company will not, by amendment of its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any shares of Common Stock issuable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) will take all such actions as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant and (iii) will not take any action which results in any
adjustment of the Exercise Price if the total number of shares of Common Stock
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Common Stock then authorized by the Company's
certificate of incorporation and available for the purpose of issue upon such
exercise.

         (e) Obligations Binding on Successors. This Warrant will be binding
upon any entity succeeding to the Company in one or a series of transactions by
merger, consolidation or acquisition of all or substantially all of the
Company's assets or other similar transactions.

Section 5. Taxes.

         (a) The Company shall pay any and all documentary, stamp, transfer and
other similar taxes which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.


                                       -8-

<PAGE>

         (b) Notwithstanding any other provision of this Warrant or any other
Transaction Document, for income tax purposes, any assignee or transferee shall
agree that the Company and the Transfer Agent shall be permitted to withhold
from any amounts payable to such assignee or transferee any taxes required by
law to be withheld from such amounts. Unless exempt from the obligation to do
so, each assignee or transferee shall execute and deliver to the Company or the
Transfer Agent, as applicable, a properly completed Form W-8 or W-9, indicating
that such assignee or transferee is not subject to back-up withholding for
United States Federal income tax purposes. Each assignee or transferee that does
not deliver such a form pursuant to the preceding sentence shall have the burden
of proving to the Company's reasonable satisfaction that it is exempt from such
requirement.

Section 6. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically provided herein, prior to the exercise of the Warrants represented
hereby, the holder of this Warrant shall not be entitled, as such, to any rights
of a stockholder of the Company, including, without limitation, the right to
vote or to consent to any action of the stockholders of the Company, to receive
dividends or other distributions, to exercise any preemptive right or to receive
dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of stockholders of the Company, and shall not be entitled
to receive any notice of any proceedings of the Company. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on such
holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the
Company or by creditors of the Company.

Section 7. Compliance with Securities Laws.

         (a) The holder of this Warrant, by the acceptance hereof, represents
and warrants that (i) it is acquiring this Warrant and (ii) upon exercise of
this Warrant will acquire the Warrant Shares then issuable upon exercise thereof
for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except
pursuant to sales registered or exempted from registration under the Securities
Act; provided, however, that by making the representations herein, the holder
does not agree to hold this Warrant or any of the Warrant Shares for any minimum
or other specific term and reserves the right to dispose of this Warrant and the
Warrant Shares at any time in accordance with or pursuant to a registration
statement or an exemption under the Securities Act. The holder of this Warrant
further represents, by acceptance hereof, that, as of this date, such holder is
an "accredited investor" as such term is defined in Rule 501(a) of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
and was not organized for the specific purpose of acquiring the Warrants or
Warrant Shares.

         (b) This Warrant and all the Warrant Shares issued upon exercise hereof
or conversion thereof shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws or any securities exchange upon which such Warrant Shares may,
at the time of such exercise, be listed) on the face thereof unless at the time
of exercise such Warrant Shares shall be registered under the Securities Act:


                                       -9-

<PAGE>

         THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR
         SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR
         APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE
         SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
         OR OTHER LOAN SECURED BY THE SECURITIES.

         In addition, any Warrants or Warrant Shares held by or transferred to
an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities
Act) of the Company may be stamped or imprinted with a legend substantially in
the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO
         MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144
         PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144,
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT.

         The legends set forth above shall be removed and the Company (in the
case of Warrants) or the Transfer Agent (in the case of Warrant Shares) shall
issue a new Warrant or Warrant(s) of like tenor and aggregate principal amount,
or a certificate or certificates representing Warrant Shares, as appropriate,
without such legends to the holder of the Warrant(s) or Warrant Shares upon
which they are stamped, (i) if such Warrant(s) or Warrant Shares are registered
for resale under the Securities Act and are transferred or sold pursuant to such
registration, (ii) if, pursuant to a sale transaction, such holder provides the
Company with an opinion of counsel reasonably acceptable to the Company to the
effect that a public sale, assignment or transfer of the Warrant(s) or Warrant
Shares may be made without registration under the Securities Act, or (iii) if
the holder of the Securities has not been an "affiliate" (as defined in Rule
501(b) of Regulation D under the Securities Act) during the preceding three (3)
months, upon expiration of the two- (2) year period under Rule 144(k)
promulgated under the Securities Act (or any successor rule). In the event Rule
144(k) (or any successor rule) is amended to change the two- (2) year or three-
(3) month periods, the reference(s) in the preceding sentence shall be deemed to
be a reference to such changed period(s), provided that such change shall not
become effective if it is otherwise prohibited by, or would otherwise cause a
violation of, the then applicable federal securities laws.

Section 8. Ownership and Transfer.

         (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant (the "Warrant Register"), in which
the Company shall record the name and address of the


                                       -10-

<PAGE>

Person in whose name this Warrant has been issued, as well as the name and
address of each transferee. The Company may treat the Person in whose name any
Warrant is registered on the Warrant Register as the owner and holder thereof
for all purposes, notwithstanding any notice to the contrary, but in all events
recognizing any transfers made in accordance with the terms of this Warrant.

         (b) This Warrant and all rights hereunder shall be assignable and
transferable by the holder hereof without the consent of the Company upon
surrender of this Warrant with a properly executed assignment (in the form of
Exhibit B attached hereto) at the principal executive offices of the Company (or
such other office or agency of the Company as it may designate in writing to the
holder hereof).

         (c) The Company is obligated to register the Warrant Shares for resale
under the Securities Act pursuant to the Registration Rights Agreement. The
Warrant Shares shall constitute Registrable Securities (as such term is defined
in the Registration Rights Agreement). Each holder of this Warrant shall be
entitled to all of the benefits afforded to a holder of any such Registrable
Securities under the Registration Rights Agreement and such holder, by its
acceptance of this Warrant, agrees and shall agree to be bound by and to comply
with the terms and conditions of the Registration Rights Agreement applicable to
such holder as a holder of such Registrable Securities.

Section 9. Adjustment of Exercise Price and Number of Shares Issuable. The
Exercise Price, the number of Warrant Shares issuable upon the exercise of each
Warrant and the number of Warrants outstanding are subject to adjustment from
time to time upon the occurrence of the events enumerated in this Section 9.

         (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Exercise Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the Record Date
(as defined in Section 9(f) of this Warrant) fixed for such determination and
(ii) the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such
reduction in the Exercise Price to become effective immediately after the
opening of business on the day following the Record Date. If any dividend or
distribution of the type described in this Section 9(a) of this Warrant is
declared but not so paid or made, the Exercise Price shall again be adjusted to
the Exercise Price which would then be in effect if such dividend or
distribution had not been declared.

         (b) In case the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Exercise Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Exercise Price in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be


                                       -11-

<PAGE>

proportionately increased, such reduction or increase, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

         (c) In case the Company shall issue rights or warrants to all holders
of its outstanding shares of Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price (as defined in Section 9(f) of this Warrant) on the Record Date
fixed for the determination of stockholders entitled to receive such rights or
warrants, the Exercise Price shall be adjusted so that the same shall equal the
price determined by multiplying the Exercise Price in effect at the opening of
business on the date after such Record Date by a fraction (i) the numerator of
which shall be the sum of the number of shares of Common Stock outstanding at
the close of business on the Record Date plus the number of shares that the
aggregate offering price of the total number of shares so offered for
subscription or purchase would purchase at such Current Market Price and (ii)
the denominator of which shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the Record Date plus the total
number of additional shares of Common Stock so offered for subscription or
purchase. Such adjustment shall become effective immediately after the opening
of business on the day following the Record Date fixed for determination of
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered pursuant to such rights or warrants,
upon the expiration or termination of such rights or warrants, the Exercise
Price shall be readjusted to the Exercise Price that would then be in effect had
the adjustments made upon the issuance of such rights or warrants been made on
the basis of delivery of only the number of shares of Common Stock actually
delivered. In the event that such rights or warrants are not so issued, the
Exercise Price shall again be adjusted to be the Exercise Price that would then
be in effect if such date fixed for the determination of stockholders entitled
to receive such rights or warrants had not been fixed. In determining whether
any rights or warrants entitle the holders to subscribe for or purchase shares
of Common Stock at less than the Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants, the value
of such consideration, if other than cash, to be determined in good faith by the
Company's Board of Directors.

         (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 9(a) of this
Warrant applies) or evidences of its indebtedness or other assets (including
securities, but excluding (1) any rights or warrants referred to in Section 9(c)
of this Warrant and (2) dividends and distributions paid exclusively in cash
(except as set forth in Sections 9(e) and 9(f) of this Warrant (the foregoing
hereinafter in this Section 9(d) called the "Securities")), unless the Company
elects to reserve such Securities for distribution to the holders upon exercise
of the Warrants so that any such holder converting Warrants will receive upon
such exercise, in addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of such Securities which such holder would have
received if such holder had exercised its Warrants into Common Stock immediately
prior to the Record Date for such distribution of the Securities, then, in each
such case, the Exercise Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Exercise Price in effect immediately
prior to the close of


                                       -12-

<PAGE>

business on the Record Date with respect to such distribution by a fraction the
numerator of which shall be the Current Market Price (as defined in Section 9(f)
of this Warrant) on such date less the fair market value (as determined in good
faith by the Company's Board of Directors, whose determination shall be
conclusive) on such date of the portion of the Securities so distributed
applicable to one share of Common Stock and the denominator of which shall be
such Current Market Price, such reduction to become effective immediately prior
to the opening of business on the day following the Record Date; provided,
however, that in the event the then fair market value (as determined in good
faith by the Company's Board of Directors, whose determination shall be
conclusive) of the portion of the Securities so distributed applicable to one
share of Common Stock is equal to or greater than the Current Market Price on
the Record Date, in lieu of the foregoing adjustment, adequate provision shall
be made so that each holder shall have the right to receive upon conversion of a
Warrant (or any portion thereof) the amount of Securities such holder would have
received had such holder converted such Warrant (or portion thereof) immediately
prior to such Record Date.

         In the event that such dividend or distribution is not so paid or made,
the Exercise Price shall again be adjusted to be the Exercise Price which would
then be in effect if such dividend or distribution had not been declared. If the
Company's Board of Directors determines the fair market value of any
distribution for purposes of this Section 9(d) by reference to the actual or
when issued trading market for any securities comprising all or part of such
distribution, it must in doing so consider the prices in such market over the
same period (the "Reference Period") used in computing the Current Market Price
pursuant to Section 9(f) of this Warrant to the extent possible, unless the
Company's Board of Directors determines in good faith that to do so would not be
in the best interest of the holders.

         In the event that the Company implements a new stockholder rights plan,
such rights plan shall provide that upon exercise of the Warrants the holders
will receive, in addition to the Common Stock issuable upon such exercise, the
rights issued under such rights plan (as if the holder had exercised the Warrant
prior to implementing the rights plan and notwithstanding the occurrence of an
event causing such rights to separate from the Common Stock at or prior to the
time of exercise). Any distribution of rights or warrants pursuant to a
stockholder rights plan complying with the requirements set forth in the
immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants for the purposes of this Section 9(d).

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"), (i) are deemed to be transferred with such shares of Common
Stock, (ii) are not exercisable, and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 9(d) (and no adjustment to the Exercise Price under
this Section 9(d) will be required) until the occurrence of the earliest Trigger
Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase
different securities, evidences of indebtedness or other assets or entitle the
holder to purchase a different number or amount of the


                                       -13-

<PAGE>

foregoing or to purchase any of the foregoing at a different purchase price,
then the occurrence of each such event shall be deemed to be the date of
issuance and record date with respect to a new right or warrant (and a
termination or expiration of the existing right or warrant without exercise by
the holder thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto, that resulted in
an adjustment to the Exercise Price under this Section 9(d), (1) in the case of
any such rights or warrants that shall all have been redeemed or repurchased
without exercise by any holders thereof, the Exercise Price shall be readjusted
upon such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder of Common
Stock with respect to such rights or warrants (assuming such holder had retained
such rights or warrants), made to all holders of Common Stock as of the date of
such redemption or repurchase, and (2) in the case of such rights or warrants
all of which shall have expired or been terminated without exercise, the
Exercise Price shall be readjusted as if such rights and warrants had never been
issued.

         For purposes of this Section 9(d) and Sections 9(a) and (c) of this
Warrant, any dividend or distribution to which this Section 9(d) is applicable
that also includes shares of Common Stock, or rights or warrants to subscribe
for or purchase shares of Common Stock to which Section 9(a) or (c) of this
Warrant applies (or both), shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, assets, shares of capital stock,
rights or warrants other than such shares of Common Stock or rights or warrants
to which Section 9(c) of this Warrant applies (and any Exercise Price reduction
required by this Section 9(e) with respect to such dividend or distribution
shall then be made) immediately followed by (2) a dividend or distribution of
such shares of Common Stock or such rights or warrants (and any further Exercise
Price reduction required by Sections 9(a) and (c) of this Warrant with respect
to such dividend or distribution shall then be made), except (A) the Record Date
of such dividend or distribution shall be substituted as "the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution," "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 9(a) of this Warrant and as "the date fixed for
the determination of stockholders entitled to receive such rights or warrants,"
"the Record Date fixed for the determination of the stockholders entitled to
receive such rights or warrants" and "such Record Date" within the meaning of
Section 9(c) of this Warrant and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
9(a) of this Warrant.

         (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 10 of this Warrant applies or as
part of a distribution referred to in Section 9(d) of this Warrant), in an
aggregate amount that, combined together with (1) the aggregate amount of any
other such distributions to all holders of its Common Stock made exclusively in
cash within the twelve (12) months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to this Section
9(e) has been made, exceeds ten percent (10%) of the product of the Current
Market Price on the Record Date with respect to such distribution times the
number of


                                       -14-

<PAGE>

shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Exercise Price shall
be reduced so that the same shall equal the price determined by multiplying the
Exercise Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal to the quotient of
(x) such combined amount and (y) the number of shares of Common Stock
outstanding on the Record Date and (ii) the denominator of which shall be equal
to the Current Market Price on such date; provided, however, that in the event
the portion of the cash so distributed applicable to one share of Common Stock
is equal to or greater than the Current Market Price of the Common Stock on the
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each holder shall have the right to receive upon exercise of a
Warrant (or any portion thereof) the amount of cash such holder would have
received had such holder exercised such Warrant (or portion thereof) immediately
prior to such Record Date. In the event that such dividend or distribution is
not so paid or made, the Exercise Price shall again be adjusted to be the
Exercise Price that would then be in effect if such dividend or distribution had
not been declared.

         (f) For purposes of this Section 9, the following terms shall have the
meanings indicated:

                  (1) "Closing Sale Price" with respect to any securities on any
         day shall mean the closing sale price regular way on such day or, in
         case no such sale takes place on such day, the average of the reported
         closing bid and asked prices, regular way, in each case on the Nasdaq
         National Market or New York Stock Exchange, as applicable, or, if such
         security is not listed or admitted to trading on such National Market
         or Exchange, on the principal national security exchange or quotation
         system on which such security is quoted or listed or admitted to
         trading, or, if not quoted or listed or admitted to trading on any
         national securities exchange or quotation system, the average of the
         closing bid and asked prices of such security on the over-the-counter
         market on the day in question as reported by the National Quotation
         Bureau Incorporated, or a similar generally accepted reporting service,
         or if not so available, in such manner as furnished by any New York
         Stock Exchange member firm selected from time to time by the Board of
         Directors for that purpose, whose determination shall be conclusive.

                  (2) "Current Market Price" shall mean the average of the daily
         Closing Sale Prices per share of Common Stock for the ten (10)
         consecutive Trading Days immediately prior to the date in question;
         provided, however, that (1) if the "ex" date (as hereinafter defined)
         for any event (other than the issuance or distribution requiring such
         computation) that requires an adjustment to the Exercise Price pursuant
         to Section 9(a), (b), (c), (d) or (e) of this Warrant occurs during
         such ten (10) consecutive Trading Days, the Closing Sale Price for each
         Trading Day prior to the "ex" date for such other event shall be
         adjusted by multiplying such Closing Sale Price by the same fraction by
         which the Exercise Price is so required to be adjusted as a result of
         such other event, (2) if the "ex" date for any event (other than the
         issuance or distribution requiring such computation) that requires an
         adjustment to the Exercise Price pursuant to Section 9(a), (b), (c),
         (d) or (e) of this Warrant occurs on or after the "ex" date for the
         issuance or distribution requiring such computation and prior to the
         day in question, the Closing Sale Price for each Trading Day on and
         after the "ex" date for such other event shall be adjusted by
         multiplying such Closing Sale Price by the reciprocal of the fraction


                                       -15-

<PAGE>

         by which the Exercise Price is so required to be adjusted as a result
         of such other event, and (3) if the "ex" date for the issuance or
         distribution requiring such computation is prior to the day in
         question, after taking into account any adjustment required pursuant to
         clause (1) or (2) of this proviso, the Closing Sale Price for each
         Trading Day on or after such "ex" date shall be adjusted by adding
         thereto the amount of any cash and the fair market value (as determined
         in good faith by the Company's Board of Directors in a manner
         consistent with any determination of such value for purposes of Section
         9(d) of this Warrant, whose determination shall be conclusive) of the
         evidences of indebtedness, shares of capital stock or assets being
         distributed applicable to one share of Common Stock as of the close of
         business on the day before such "ex" date. For purposes of this
         paragraph, the term "ex" date, (1) when used with respect to any
         issuance or distribution, means the first date on which the Common
         Stock trades regular way on the relevant exchange or in the relevant
         market from which the Closing Sale Price was obtained without the right
         to receive such issuance or distribution and (2) when used with respect
         to any subdivision or combination of shares of Common Stock, means the
         first date on which the Common Stock trades regular way on such
         exchange or in such market after the time at which such subdivision or
         combination becomes effective. Notwithstanding the foregoing, whenever
         successive adjustments to the Exercise Price are called for pursuant to
         this Section 9, such adjustments shall be made to the Current Market
         Price as may be necessary or appropriate to effectuate the intent of
         this Section 9 and to avoid unjust or inequitable results as determined
         in good faith by the Company's Board of Directors.

                  (3) "fair market value" shall mean the amount which a willing
         buyer would pay a willing seller in an arm's length transaction.

                  (4) "Record Date" shall mean, with respect to any dividend,
         distribution or other transaction or event in which the holders of
         Common Stock have the right to receive any cash, securities or other
         property or in which the Common Stock (or other applicable security) is
         exchanged for or converted into any combination of cash, securities or
         other property, the date fixed for determination of stockholders
         entitled to receive such cash, securities or other property (whether
         such date is fixed by the Company's Board of Directors or by statute,
         contract or otherwise).

         (g) The Company may make such reductions in the Exercise Price, in
addition to those required by Section 9(a), (b), (c), (d) or (e) of this
Warrant, as the Company's Board of Directors considers to be advisable to avoid
or diminish any income tax to holders of Common Stock or rights to purchase
Common Stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes.

         (h) To the extent permitted by applicable law, the Company from time to
time may reduce the Exercise Price by any amount for any period of time if the
period is at least twenty (20) days, the reduction is irrevocable during such
period and the Company's Board of Directors shall have made a determination that
such reduction would be in the best interests of the Company, which
determination shall be conclusive and described in a Board Resolution. Whenever
the Exercise Price is reduced pursuant to the preceding sentence, the Company
shall mail to the holder of each Warrant at his last address in the Warrant
Register a notice of the reduction at least five (5) days


                                       -16-

<PAGE>

prior to the date the reduced Exercise Price is to take effect, and such notice
shall state the reduced Exercise Price and the period during which it will be in
effect.

         (i) No adjustment in the Exercise Price shall be required under this
Section 9 unless such adjustment would require an increase or decrease of at
least one percent (1%) in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 9(i) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 9 shall be made by the Company and shall be
made to the nearest cent or to the nearest one hundredth of a share, as the case
may be. No adjustment need be made for a change in the par value of the Common
Stock.

         (j) Notice to Holders of Warrants Prior to Certain Actions. In case:

                  (1) the Company shall declare a dividend (or any other
         distribution) on its Common Stock that would require an adjustment in
         the Exercise Price pursuant to this Section 9; or

                  (2) the Company shall authorize the granting to the holders of
         its Common Stock of rights or warrants to subscribe for or purchase any
         share of any class or any other rights or warrants; or

                  (3) of any reclassification of the Common Stock of the Company
         (other than a subdivision or combination of its outstanding Common
         Stock, or a change from par value to no par value), or of any
         consolidation or merger to which the Company is a party and for which
         approval of any stockholders of the Company is required, or of the sale
         and transfer of all or substantially all of the assets of the Company;
         or

                  (4) of the voluntary or involuntary dissolution, liquidation
         or winding-up of the Company;

         the Company shall mail to the holder at such address appearing in the
Warrant Register as promptly as possible but in any event at least fifteen (15)
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up and the Company shall contemporaneously
issue a press release through PRNewswire or Bloomberg Financial Markets
containing substantially the same information as the notice described above.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.
In addition, whenever the Exercise Price is adjusted as provided in this Section
9, the Company shall prepare a notice of such adjustment of the Exercise Price
setting forth the adjusted Exercise Price and the date on which each adjustment
becomes effective and shall mail such notice of such adjustment of the Exercise
Price to the holder of each Warrant at his last address in the


                                       -17-

<PAGE>

Warrant Register within twenty (20) days of the effective date of such
adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

         (k) In any case in which this Section 9 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the holder of any
Warrant exercised after such Record Date and before the occurrence of such event
the additional shares of Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the Common Stock issuable
upon such conversion before giving effect to such adjustment and (ii) paying to
such holder any amount in cash in lieu of any fractions of shares of Common
Stock pursuant to Section 2(c) of this Warrant.

         (l) For purposes of this Section 9, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

         (m) Upon each adjustment of the Exercise Price pursuant to this Section
9, each Warrant shall thereupon evidence the right to purchase that number of
shares of Common Stock (calculated to the nearest hundredth of a share) obtained
by multiplying the number of shares of Common Stock purchasable immediately
prior to such adjustment upon exercise of the Warrant by the Exercise Price in
effect immediately prior to such adjustment and dividing the product so obtained
by the Exercise Price in effect immediately after such adjustment. The
adjustment pursuant to this Section 9(m) to the number of shares of Common Stock
purchasable upon exercise of a Warrant shall be made each time an adjustment of
the Exercise Price is made pursuant to this Section 9 (or would be made but for
Section 9(k) of this Warrant).

Section 10. Effect of Reclassification, Consolidation, Merger or Sale. If any of
the following events occur, namely (i) any reclassification or change of the
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination), (ii) any consolidation, merger or combination of
the Company with another person as a result of which holders of Common Stock
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock (other
than as a result of a change in name, a change in par value or a change in the
jurisdiction of incorporation), (iii) any statutory exchange, as a result of
which holders of Common Stock generally shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock (such transaction, a "Statutory Exchange"), or
(iv) any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other person as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
then the Company or the successor or purchasing person, as the case may be,
shall issue a replacement Warrant providing that such Warrant shall be
exercisable for the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination,


                                       -18-

<PAGE>

Statutory Exchange, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon exercise of such Warrants (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock available for
issuance upon exercise of all such Warrants) immediately prior to such
reclassification, change, consolidation, merger, combination, Statutory
Exchange, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, that holders of Common Stock who were
entitled to vote or consent to such transaction had as to the kind or amount of
securities, cash or other property receivable upon such consolidation, merger,
combination, Statutory Exchange, sale or conveyance (provided that, if the kind
or amount of securities, cash or other property receivable upon such
consolidation, merger, combination, Statutory Exchange, sale or conveyance is
not the same for each share of Common Stock in respect of which such rights of
election shall not have been exercised ("non-electing share"), then for the
purposes of this Section 10, the kind and amount of securities, cash or other
property receivable upon such consolidation, merger, combination, Statutory
Exchange, sale or conveyance for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing
shares). Such replacement Warrant shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
Section 9 of this Warrant. If, in the case of any such reclassification, change,
consolidation, merger, combination, Statutory Exchange, sale or conveyance, the
stock or other securities and assets receivable thereupon by a holder of shares
of Common Stock shall include shares of stock or other securities and assets of
a corporation other than the successor or purchasing person, as the case may be,
in such reclassification, change, consolidate, merger, combination, Statutory
Exchange, sale or conveyance, then such replacement Warrant shall also be
executed by such other person and shall contain such additional provisions to
protect the interests of the holder of the Warrants as the Company's Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
Exercise Price for the stock and other securities, property and assets
(including cash) so receivable upon such event shall be an amount equal to the
Exercise Price immediately prior to such event.

         The Company shall mail such replacement Warrant to each holder of
Warrants, at such holder's address appearing in the Warrant Register within
twenty (20) days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such replacement Warrant.

         The above provisions of this Section 10 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

         If this Section 10 applies to any event or occurrence, Section 9 of
this Warrant shall not apply.

Section 11. Lost, Stolen, Mutilated or Destroyed Warrants. If this Warrant is
lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt of
an indemnification undertaking or other form of security reasonably acceptable
to the Company (or in the case of a mutilated Warrant, the Warrant), issue a new
Warrant of like denomination and tenor as this Warrant so lost, stolen,
mutilated or destroyed. In every case, the applicant for a replacement Warrant
shall furnish to the Company such security or indemnity as may be required by
the Company to save it harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company evidence to


                                       -19-

<PAGE>

its satisfaction of the destruction, loss or theft of the applicant's Warrant
and of the ownership thereof. Upon the issuance of any replacement Warrant, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

Section 12. Notice. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Warrant must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (evidenced by
mechanically or electronically generated receipt by the sender's facsimile
machine); or (iii) one (1) Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. If notice is to be sent to the Company, the holder
shall use its reasonable best efforts to provide additional copies to the
individuals listed below; provided, however, that the failure of such holder to
send such additional copies shall in no way limit the effectiveness of any
notice sent to the Company as provided for below. The addresses and facsimile
numbers for such communications shall be:

                     If to the Company:

                                  Champps Entertainment, Inc.
                                  10375 Park Meadows Drive, Suite 560
                                  Littleton, Colorado
                                  Telephone: (303) 804-1333
                                  Facsimile: (720) 529-9392
                                  Attention: William H. Baumhauer

                     with a copy to:

                                  Brownstein Hyatt & Farber, P.C.
                                  410 Seventeenth Street, Twenty-Second Floor
                                  Denver, Colorado 80202-4437
                                  Telephone: 303-223-1100
                                  Facsimile: 303-223-1111
                                  Attention: Jeffrey M. Knetsch

                     If to the Transfer Agent:

                                  American Stock Transfer and Trust Company
                                  6201 15th Avenue
                                  Brooklyn, New York 11219
                                  Telephone: 718-921-8124
                                  Facsimile: 718-236-2641
                                  Attention: Kevin Jennings

         If to a holder of this Warrant, to it at the address and facsimile
number set forth on the Schedule of Buyers to the Securities Purchase Agreement,
with copies to such holder's


                                       -20-

<PAGE>

representatives as set forth on such Schedule of Buyers, or at such other
address and facsimile as shall be delivered to the Company upon the issuance or
transfer of this Warrant. Each party may by written notice to the other party
change its address or facsimile number.

Section 13. Amendments. This Warrant and any term hereof may be amended,
changed, waived, discharged, or terminated only by an instrument in writing
signed by the Company and holders of a majority of Warrant Shares represented by
all Warrants. Such amendment, change, waiver, discharge or termination shall be
binding on the Company and all of the Warrant holder's assignees and
transferees; provided, however, that no such action may increase the Exercise
Price, including by a waiver of or an amendment to Section 9 of this Agreement,
or decrease the number of shares or class of stock issuable upon exercise of any
Warrants without the written consent of the holder of such Warrant. No waivers
of any term, condition or provision of this Warrant in any one or more instances
shall be deemed to be or construed as a further or continuing waiver of any such
term, condition or provision.

Section 14. Governing Law; Jurisdiction; Waiver of Jury Trial. The corporate
laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Warrant in that jurisdiction or the validity or enforceability
of any provision of this Warrant in any other jurisdiction.

Section 15. Descriptive Headings. The headings of this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


                                       -21-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of day and year first above written.

                                        "COMPANY"

                                        CHAMPPS ENTERTAINMENT, INC.



                                        By:
                                             -----------------------------------
                                        Its:
                                             -----------------------------------


                                      -S-1

<PAGE>

                              EXHIBIT A TO WARRANT

                             FORM OF EXERCISE NOTICE

         The undersigned holder hereby exercises the right to purchase
______________ shares of Common Stock ("Warrant Shares") of Champps
Entertainment, Inc., a Delaware corporation (the "Company"), evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. Form of Exercise Price. The Holder intends that payment of the
Exercise Price shall be made as:

            ______   "Cash Exercise" with respect to ________ Warrant Shares;
                     and/or

            ______   "Cashless Exercise" with respect to ______ Warrant Shares
                     (to the extent permitted by the terms of the Warrant).

         2. Payment of Exercise Price. In the event that the holder has elected
a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the sum of $___________________ to the
Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares. The holder of this warrant has sold or
will sell the shares of common stock issuable pursuant to this Notice pursuant
to a registration statement or an exemption from registration under the
Securities Act of 1933, as amended.

         4. Private Placement Representations. The holder of this Warrant
confirms the continuing validity of, and reaffirms as of the date hereof, its
representations and warranties set forth in Section 7 of the Warrant.

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


---------------------------------------      -----------------------------------
Name of Registered Holder                    Tax ID of Registered Holder
                                             (if applicable)


By:
     ----------------------------------
Its:
     ----------------------------------


                                       A-1

<PAGE>

                                 ACKNOWLEDGMENT

         The Company hereby acknowledges this Exercise Notice and hereby directs
EquiServe Trust Company, N.A. to issue the above indicated number of shares of
Common Stock in accordance with the Irrevocable Transfer Agent Instructions
dated December 16, 2002 from the Company and acknowledged and agreed to by
American Stock Transfer and Trust Company.

                                               CHAMPPS ENTERTAINMENT, INC.

                                               By:
                                                    ----------------------------
                                               Its:
                                                    ----------------------------


                                       A-2

<PAGE>

                              EXHIBIT B TO WARRANT

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Champps Entertainment, Inc., a
Delaware corporation, represented by warrant certificate no. _____, standing in
the name of the undersigned on the books of said corporation. The undersigned
does hereby irrevocably constitute and appoint ______________, attorney to
transfer the warrants of said corporation, with full power of substitution in
the premises.

Dated:           , 200
        ---------     -

                                                 -------------------------------

                                                 By:
                                                      --------------------------
                                                 Its:
                                                      --------------------------