<PAGE>   1
                                                                    EXHIBIT 4.42

                                WARRANT AGREEMENT


                                   Dated as of

                                 March 15, 2000

                                     Between

                           TRANSTEXAS GAS CORPORATION

                                       and

                    ChaseMellon Shareholder Services, L.L.C.,

                              as the Warrant Agent




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

                                  Warrants for
                             Class A Common Stock of
                           TransTexas Gas Corporation

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



<PAGE>   2



                                TABLE OF CONTENTS

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                                                                                                                PAGE
                                                                                                                ----

<S>                                                                                                              <C>
ARTICLE I - Definitions...........................................................................................1

         SECTION 1.1 Definitions..................................................................................1

         SECTION 1.2 Rules of Construction........................................................................3

ARTICLE II - Warrant Certificates.................................................................................3

         SECTION 2.1 Form of Warrant Certificates.................................................................3

         SECTION 2.2 Execution and Delivery of Warrant Certificates...............................................4

         SECTION 2.3 Loss or Mutilation...........................................................................5

ARTICLE III - Exercise Terms......................................................................................5

         SECTION 3.1 Exercise Price...............................................................................5

         SECTION 3.2 Exercise Period..............................................................................5

         SECTION 3.3 Expiration...................................................................................5

         SECTION 3.4 Manner of Exercise...........................................................................5

         SECTION 3.5  Issuance of Warrant Shares..................................................................6

         SECTION 3.6 Fractional Warrant Shares....................................................................6

         SECTION 3.7 Reservation of Warrant Shares................................................................6

         SECTION 3.8 Cancellation.................................................................................7

         SECTION 3.9 Compliance with Law..........................................................................7

ARTICLE IV - Antidilution Provisions..............................................................................8

         SECTION 4.1 Adjustment of Exercise Price and Warrant Number..............................................8

         SECTION 4.2 Adjustment for Change in Capital Stock.......................................................8
</TABLE>

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<TABLE>


<S>                                                                                                           <C>
         SECTION 4.3 Adjustment for Rights Issue..................................................................9

         SECTION 4.4 Adjustment for Other Distributions...........................................................9

         SECTION 4.5 Adjustment for Common Stock Issue...........................................................10

         SECTION 4.6 Adjustment for Convertible Securities Issue.................................................11

         SECTION 4.7 Consideration Received......................................................................13

         SECTION 4.8 When De Minimis Adjustment May Be Deferred..................................................13

         SECTION 4.9 Adjustment to Exercise Price................................................................13

         SECTION 4.10 When No Adjustment Required................................................................14

         SECTION 4.11 Notice of Adjustment.......................................................................14

         SECTION 4.12 Voluntary Reduction........................................................................14

         SECTION 4.13 Reorganizations............................................................................14

         SECTION 4.14 Form of Warrants...........................................................................15

         SECTION 4.15 Other Dilutive Events......................................................................15

         SECTION 4.16 Miscellaneous..............................................................................15

         SECTION 4.17 Non-applicability of Article IV............................................................16

ARTICLE V - Transferability......................................................................................16

         SECTION 5.1 Transfer and Exchange.......................................................................16

         SECTION 5.2 Registration of Transfer and Exchange.......................................................17

         SECTION 5.3 Surrender of Warrant Certificates...........................................................18

ARTICLE VI - Warrant Agent.......................................................................................19

         SECTION 6.1 Appointment of Warrant Agent................................................................19
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<TABLE>


<S>                                                                                                           <C>
         SECTION 6.2 Rights and Duties of Warrant Agent..........................................................19

         SECTION 6.3 Individual Rights of Warrant Agent..........................................................20

         SECTION 6.4 Warrant Agent's Disclaimer..................................................................20

         SECTION 6.5 Compensation and Indemnity..................................................................20

         SECTION 6.6 Successor Warrant Agent.....................................................................21

ARTICLE VII - Miscellaneous......................................................................................22

         SECTION 7.1 Persons Benefitting.........................................................................22

         SECTION 7.2 Rights of Holders...........................................................................22

         SECTION 7.3 Amendment...................................................................................23

         SECTION 7.4 Notices.....................................................................................23

         SECTION 7.5 Governing Law...............................................................................24

         SECTION 7.6 Successors..................................................................................24

         SECTION 7.7 Multiple Originals..........................................................................24

         SECTION 7.8 Table of Contents...........................................................................24

         SECTION 7.9 Severability................................................................................25

         SECTION 7.10 Further Assurances.........................................................................25
</TABLE>


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         THIS WARRANT AGREEMENT (this "Agreement"), dated as of March 15, 2000,
is between TRANSTEXAS GAS CORPORATION, a Delaware corporation (together with its
permitted successors and assigns, the "Company"), and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., a New Jersey limited liability company, as warrant agent
(together with its permitted successors and assigns, the "Warrant Agent").

         WHEREAS, a plan of reorganization under Chapter 11 of the United Sates
Bankruptcy Code for the Company (the "Plan") was confirmed on February 7, 2000
by order of the United States Bankruptcy Court for the Southern District of
Texas in Case No. 99-21550-C-11 and has become effective concurrently with the
execution of this Agreement;

         WHEREAS, the Plan provides for the execution and delivery of this
Agreement by the Company and the issuance of warrants (the "Warrants") to
purchase initially 625,000 shares (the "Warrant Shares") of the Company's Class
A Common Stock, $0.01 par value per share (the "Common Stock"), at an exercise
price of $120 per share, on the terms and subject to the conditions set forth
herein;

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuances, division, transfer, exchange,
substitution and exercise of the Warrants, and the Warrant Agent is willing to
so act; and

         NOW, THEREFORE, each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the holders of Warrants
(each a "Holder"):

                                    ARTICLE I
                                   Definitions

                  SECTION 1.1 Definitions. Capitalized terms used but not
defined herein shall have the respective meanings given to such terms in the
Plan. As used in this Agreement, the following terms shall have the following
meanings:

                  "Affiliate" of any specified Person means (i) any other Person
which, directly or indirectly, is controlling or controlled by or under direct
or indirect common control with such specified Person, or (ii) any other Person
who is a director or executive officer (A) of such Person, (B) of any subsidiary
of such specified Person, or (C) of any Person described in clause (i) above.
For purposes of this definition, "control," when used with respect to any
specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. Affiliate shall also
mean any beneficial owner of shares representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or warrants
to purchase such Voting Stock (whether or not currently exercisable) and any
Person who would be an Affiliate of any such beneficial owner pursuant to the
first sentence hereof.

                                        1

<PAGE>   6



                  "Board" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board of Directors.

                  "Business Day" means any day other than (i) Saturday or
Sunday, (ii) or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to be closed.

                  "Common Stock" has the meaning given to such term in the
recitals to this Agreement.

                  "Company" has the meaning given to such term in the preamble
to this Agreement.

                  "Current Market Value" per share of Common Stock or any other
security at any date means, on any date of determination (a) the average of the
daily closing sale prices for each of 15 trading days immediately preceding such
date (or such shorter number of days during which such security has been listed
or traded), if the security has been listed on the New York Stock Exchange, the
American Stock Exchange or other national securities exchange or the NASDAQ
National Market for at least 10 trading days prior to such date, (b) if such
security is not so listed or traded, the average of the daily closing bid prices
for each of the 15 trading days immediately preceding such date (or such shorter
number of days during which such security had been quoted), if the security has
been quoted on a national over-the-counter market for at least 10 trading days,
and (c) otherwise, the value of the security most recently determined as of a
date within the six months preceding such day by the Board.

                  "Definitive Warrants" has the meaning given to such term in
Section 2.1.

                  "DTC" means The Depository Trust Company.

                  "Exercise Date" has the meaning given to such term in Section
3.2.

                  "Exercise Price" has the meaning given to such term in Section
3.1.

                  "Expiration Date" has the meaning given to such term in
Section 3.2.

                  "Global Warrant" has the meaning given to such term in Section
2.1.

                  "Holders" has the meaning given to such term in the recitals
to this Agreement.

                  "Issue Date" means March 15, 2000.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President or the Treasurer of the Company.


                                        2

<PAGE>   7



                  "Person" means any individual, corporation, company (including
any limited liability company), partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                  "Redeemable Stock" means, with respect to any Person, any
capital stock that by its terms (or by the terms of any security into which it
is convertible or exchangeable) or otherwise (i) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may
become redeemable or repurchasable at the option of the holder thereof, in whole
or in part, or (iii) is convertible or exchangeable for indebtedness.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Stock Transfer Agent" has the meaning given to such term in
Section 3.5.

                  "Voting Stock" means all classes of capital stock of such
corporation then outstanding and normally entitled to vote in the election of
directors.

                  "Warrant Agent" has the meaning given to such term in the
Recitals.

                  "Warrant Certificates" has the meaning given to such term in
Section 2.1.

                  "Warrant Number" has the meaning given to such term in
Section 4.1

                  "Warrant Shares" means the Common Stock (and other securities)
issuable upon the exercise of the Warrants.

                  "Warrants" has the meaning given to such term in the Recitals.

                  SECTION 1.2 Rules of Construction. Unless the text otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term not
otherwise defined has the meaning assigned to it in accordance with generally
accepted accounting principles as in effect from time to time; (iii) "or" is not
exclusive; (iv) "including" means including, without limitation; (v) references
to "Section" and "Article" refer to Sections and Articles of this Agreement,
unless the context clearly requires otherwise; and (vi) words in the singular
include the plural and words in the plural include the singular.

                                   ARTICLE II

                              Warrant Certificates

                  SECTION 2.1 Form of Warrant Certificates. The Warrants will be
issued (a) in global form (the "Global Warrant"), substantially in the form of
Exhibit A attached hereto (including the text accompanying the footnotes
thereto), and (b) in definitive form (the "Definitive Warrants"),

                                        3

<PAGE>   8



substantially in the form of Exhibit A (excluding the text accompanying the
footnotes thereto). The Global Warrant shall represent the aggregate amount of
outstanding Warrants from time to time endorsed thereon; provided that the
aggregate amount of outstanding Warrants represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exercises, exchanges
and redemptions. Any endorsement of the Global Warrant to reflect the amount of
any increase or decrease in the amount of outstanding Warrants represented
thereby shall be made by the Warrant Agent in accordance with instructions given
by the holder thereof.

                  The depository with respect to the Global Warrant (the
"Depository") shall be The Depository Trust Company ("DTC") until a successor
shall be appointed by the Company and become such Depository. The Global Warrant
shall be registered in the name of the Depository, or the nominee of such
Depository. So long as the Depository or its nominee is the registered owner of
such Global Warrant it will be deemed the sole owner and holder of such Global
Warrant for all purposes hereunder and under such Global Warrant. The
certificates (the "Warrant Certificates") evidencing the Global Warrant and the
Definitive Warrants to be delivered pursuant to this Agreement shall be
substantially in the form set forth in Exhibit A attached hereto. Neither the
Company nor the Warrant Agent will have any responsibility or liability for any
aspects of the records relating to beneficial ownership interest of the Global
Warrant in the name of the Depository or its nominee or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

         The Warrant Certificates shall contain such legends and endorsements as
the Warrant Agent may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any rule or
regulation of any securities exchange on which the Warrants shall be listed, or
to conform to customary usage.

                  SECTION 2.2 Execution and Delivery of Warrant Certificates.
Warrant Certificates evidencing Warrants to purchase initially an aggregate of
up to 625,000 Warrant Shares may be executed, on or after the Issue Date, by the
Company and delivered to the Warrant Agent for countersignature, and the Warrant
Agent shall thereupon countersign and deliver such Warrant Certificates upon the
order and at the direction of the Company to the purchasers thereof on the date
of issuance. The Warrant Agent is hereby authorized to countersign and deliver
Warrant Certificates as required by this Agreement.

                  The Warrant Certificates shall be executed on behalf of the
Company by an Officer of the Company either manually or by facsimile signature
printed thereon. The Warrant Certificates shall be countersigned manually by the
Warrant Agent and shall not be valid for any purpose unless so countersigned. In
case any Officer of the Company whose signature shall have been placed upon any
of the Warrant Certificates shall cease to be such Officer of the Company before
countersignature by the Warrant Agent and issuance and delivery thereof, such
Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent
and issued and delivered with the same force and effect as though such person
had not ceased to be such Officer of the Company.


                                        4

<PAGE>   9



                  SECTION 2.3 Loss or Mutilation. Upon receipt by the Company
and the Warrant Agent of evidence satisfactory to them of the ownership and the
loss, theft, destruction or mutilation of any Warrant Certificate and of
indemnity satisfactory to them and (in the case of mutilation) upon surrender
and cancellation thereof, then, in the absence of notice to the Company or the
Warrant Agent that the Warrants represented thereby have been acquired by a bona
fide purchaser, the Company shall execute and the Warrant Agent shall, subject
to Section 5.1, countersign and deliver to the registered Holder of the lost,
stolen, destroyed or mutilated Warrant Certificate, in exchange for or in lieu
thereof, a new Warrant Certificate of the same tenor and for a like aggregate
number of Warrants. Prior to the issuance of any new Warrant Certificate under
this Section 2.3, 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 other expenses (including the reasonable fees and expenses of the
Warrant Agent and of counsel to the Company) in connection therewith. Every new
Warrant Certificate executed and delivered pursuant to this Section 2.3 in lieu
of any lost, stolen or destroyed Warrant Certificate shall constitute a
contractual obligation of the Company, whether or not the allegedly lost, stolen
or destroyed Warrant Certificates shall be at any time enforceable under
applicable law, and shall be entitled to the benefits of this Agreement equally
and proportionately with any and all other Warrant Certificates duly executed
and delivered hereunder. The provisions of this Section 2.3 are exclusive and
shall preclude (to the extent lawful) all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the
contrary, with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.

                                   ARTICLE III

                                 Exercise Terms

                  SECTION 3.1 Exercise Price. Each Warrant shall initially
entitle the Holder thereof, subject to adjustment pursuant to the terms of this
Agreement, to purchase one share of Common Stock for an exercise price of
$120.00 per share of Common Stock (the "Exercise Price"). The Warrant Number and
Exercise Price are both subject to adjustment as set forth in Article IV.

                  SECTION 3.2 Exercise Period. Subject to the terms and
conditions set forth herein, the Warrants shall only be exercisable at any time
or from time to time on any Business Day on or after the Issue Date (the
"Exercise Date") and on or prior to June 30, 2002 (the "Expiration Date").

                  SECTION 3.3 Expiration. A Warrant shall terminate and become
void as of the earlier of (i) the close of business on the Expiration Date or
(ii) the date such Warrant is exercised.

                  SECTION 3.4 Manner of Exercise. Warrants may be exercised at
any time on or after the Exercise Date by surrendering the Warrant Certificates
to the Warrant Agent at any office or agency maintained for that purpose,
together with the form of election to purchase Common Stock on the reverse
thereof duly completed and signed by the Holder thereof and paying in full the
Exercise Price for each Warrant exercised and any other amounts required to be
paid pursuant to

                                        5

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Section 5.1 hereof. Payment of the Exercise Price (and any other required
amounts) shall be made in the form of cash or a certified or official bank check
payable to the order of the Company. Subject to Section 3.2, the rights
represented by the Warrants shall be exercisable at the election of the Holders
thereof either in full at any time or from time to time in part and, in the
event that a Warrant Certificate is surrendered for exercise in respect of less
than all the Warrant Shares purchasable on such exercise at any time prior to
the expiration of the Exercise Period, a new Warrant Certificate exercisable for
the remaining Warrant Shares will be issued. The Warrant Agent shall countersign
and deliver the required new Warrant Certificate, and the Company, at the
Warrant Agent's request, shall supply the Warrant Agent with Warrant Certificate
duly signed on behalf of the Company for such purpose.

                  SECTION 3.5 Issuance of Warrant Shares. Upon the surrender of
Warrant Certificates, as set forth in Section 3.4, the Company shall issue and
cause the Warrant Agent or, if appointed, a transfer agent for the Common Stock
("Stock Transfer Agent") to countersign and deliver to or upon the written order
of the Holder and in such name or names as the Holder may designate, a
certificate or certificates for the number of full Warrant Shares so purchased
upon the exercise of such Warrants or other securities or property to which it
is entitled, registered or otherwise, to the Person or Persons entitled to
receive the same, together with cash as provided in Section 3.6 in respect of
any fractional Warrant Shares otherwise issuable upon such exercise. Such
certificate or certificates shall be deemed to have been issued and any Person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrant
Certificates and payment of the per share Exercise Price, as aforesaid.

                  SECTION 3.6 Fractional Warrant Shares. The Company shall not
be required to issue fractional Warrant Shares on the exercise of Warrants. If
more than one Warrant shall be exercised in full at the same time by the same
Holder, the number of full Warrant Shares which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of Warrant
Shares purchasable pursuant thereto. If any fraction of a Warrant Share would,
except for the provisions of this Section 3.6, be issuable on the exercise of
any Warrant (or specified portion thereof), the Company shall pay an amount in
cash equal to the same fraction of the Current Market Value for one share of
Common Stock less the portion of the Exercise Price attributable thereto,
rounded to the nearest whole cent. The Warrant Agent shall have no duty or
obligation with respect to this Section 3.6 unless and until it has received
specific instructions (and sufficient cash, if required) from the Company with
respect to its duties and obligations under such Section.

                  SECTION 3.7 Reservation of Warrant Shares. The Company shall
at all times keep reserved out of its authorized shares of Common Stock, a
number of shares of Common Stock sufficient to provide for the exercise of all
outstanding Warrants. The registrar for the Common Stock (the "Registrar") shall
at all times until the expiration of the Exercise Period reserve such number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Agreement on file with the Stock Transfer Agent. The Company will
supply such Stock Transfer Agent with duly executed stock certificates for such
purpose and will itself provide or

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otherwise make available any cash which may be payable as provided in Section
3.6. The Company will furnish to such Stock Transfer Agent a copy of all notices
of adjustments and certificates related thereto transmitted to each Holder.

                  The Company covenants that all shares of Common Stock that may
be issued upon exercise of Warrants will, upon issue, be fully paid,
nonassessable, free of preemptive rights, free from all taxes and free from all
liens, charges and security interests, created by or through the Company, with
respect to the issue thereof.

                  SECTION 3.8 Cancellation. In the event the Company shall
purchase or otherwise acquire Warrants, the Warrant Certificates evidencing such
Warrants may thereupon be delivered to the Warrant Agent, and if so delivered,
shall be canceled by it and retired. The Warrant Agent shall cancel all Warrant
Certificates properly surrendered for exchange, substitution, transfer or
exercise. The Warrant Agent shall destroy canceled Warrant Certificates held by
it and deliver a certificate of destruction to the Company. The Warrant Agent
shall account promptly to the Company with respect to Warrants exercised and
concurrently pay to the Company all monies received by the Warrant Agent for the
purchase of Warrant Shares through the exercise of such Warrants.

                  SECTION 3.9 Compliance with Law. (a) Notwithstanding anything
in this Agreement to the contrary, in no event shall a Holder be entitled to
exercise a Warrant, unless (i) the Shelf Registration Statement filed under the
Securities Act in respect of the issuance of the Warrant Shares is then
effective, (ii) the issuance of the Warrant Shares is then registered or
qualified or exempt from the registration or qualification requirements under
the securities laws of the state or other jurisdiction where the exercising
Holder resides, (iii) the Company has notified the Warrant Agent, which notice
shall not have been withdrawn by it, that it is unable as of the Exercise Date
to deliver a then current Prospectus to the exercising Holders or (iv) in the
opinion of counsel addressed to the Warrant Agent an exemption from the
registration requirements is available under the Securities Act for the issuance
of the Warrant Shares (and the delivery of any other securities for which the
Warrants may at the time be exercisable) at the time of such exercise.

                  (b) If any shares of Common Stock required to be reserved for
purposes of exercise of Warrants require, under any Federal or state law or
applicable governing rule or regulation of any national securities exchange,
registration with or approval of any governmental authority, or listing on any
such national securities exchange before such shares may be issued upon
exercise, the Company will in good faith and as expeditiously as possible
endeavor also to cause such shares to be duly registered or approved by such
governmental authority or listed on the relevant national securities exchange,
as the case may be.



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                                   ARTICLE IV

                             Antidilution Provisions

                  SECTION 4.1 Adjustment of Exercise Price and Warrant Number.
The number of shares of Common Stock issuable upon the exercise of each Warrant
(the "Warrant Number") is initially one. The Warrant Number is subject to
adjustment from time to time upon the occurrence of the events enumerated in, or
as otherwise provided in, this Article IV.

                  SECTION 4.2 Adjustment for Change in Capital Stock.

         If the Company:

                  (1) pays a dividend or makes a distribution on its Common
         Stock in shares of its Common Stock;

                  (2) subdivides or reclassifies its outstanding shares of
         Common Stock into a greater number of shares;

                  (3) combines or reclassifies its outstanding shares of Common
         Stock into a smaller number of shares;

                  (4) makes a distribution on Common Stock in shares of its
         capital stock other than Common Stock; or

                  (5) issues by reclassification of its Common Stock any shares
         of its capital stock (other than reclassifications arising solely as a
         result of a change in the par value or no par value of the Common
         Stock);

then the Warrant Number in effect immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of capital stock of the
Company which it would have owned immediately following such action if such
Warrant had been exercised immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

                  Such adjustment shall be made successively whenever any event
listed above shall occur. If the occurrence of any event listed above results in
an adjustment under Section 4.3 or 4.4 below, no further adjustment shall be
made under this Section 4.2.


                                        8

<PAGE>   13



                  SECTION 4.3 Adjustment for Rights Issue.

                  If the Company distributes (and receives no consideration
therefor) any rights, options or warrants (whether or not immediately
exercisable) to holders of any class of its Common Stock entitling them to
purchase shares of Common Stock at a price per share less than the Current
Market Value per share on the record date relating to such distribution, the
Warrant Number shall be adjusted in accordance with the formula:

                               W'= W x    O+N
                                       ---------
                                       O + N x P
                                           -----
                                             M

where:

                  W' =     the adjusted Warrant Number.

                  W  =     the Warrant Number immediately prior to the record
                           date for any such distribution.

                  O  =     the number of shares of Common Stock outstanding on
                           the record date for any such distribution.

                  N  =     the number of additional shares of Common Stock
                           issuable upon exercise of such rights, options or
                           warrants.

                  P  =     the exercise price per share of such rights, options
                           or warrants.

                  M  =     the Current Market Value per share of Common Stock
                           on the record date for any such distribution.

                  The adjustment shall be made successively whenever any such
rights, options or warrants are issued and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
the rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the adjusted Warrant Number shall be immediately
readjusted to what it would have been if "N" in the above formula had been the
number of shares actually issued.

                  SECTION 4.4 Adjustment for Other Distributions.

                  If the Company distributes to holders of any class of its
Common Stock (as such) (i) any evidences of indebtedness or preferred stock of
the Company or any of its subsidiaries, (ii) any assets of the Company or any of
its subsidiaries, or (iii) any rights, options or warrants to acquire any

                                        9

<PAGE>   14



of the foregoing or to acquire any other securities of the Company, the Warrant
Number shall be adjusted in accordance with the formula:

                              W' = W x   M
                                       -----
                                       M - F

where:

                  W' =     the adjusted Warrant Number.

                  W  =     the Warrant Number immediately prior to the record
                           date mentioned below.

                  M  =     the Current Market Value per share of Common Stock
                           on the record date mentioned below.

                  F  =     the fair market value on the record date mentioned
                           below of the shares, indebtedness, assets, rights,
                           options or warrants distributable to the holder of
                           one share of Common Stock.

                  The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
If an adjustment is made pursuant to this subsection (c) as a result of the
issuance of rights, options or warrants and at the end of the period during
which any such rights, options or warrants are exercisable, not all such rights,
options or warrants shall have been exercised, the adjusted Warrant Number shall
be immediately readjusted as if "F" in the above formula was the fair market
value on the record date of the indebtedness or assets actually distributed upon
exercise of such rights, options or warrants divided by the number of shares of
Common Stock outstanding on the record date.

                  In the event that "F" in the above formula is greater than or
equal to "M" in the above formula, then each Holder of the Warrants,
notwithstanding that such Holder's Warrants have not been exercised, shall
receive the distribution referred to in this Section 4.4 on the basis of the
number of Warrant Shares underlying the Warrants held by each such Holder.

                  This subsection does not apply to rights, options or warrants
referred to in Section 4.3.

                  SECTION 4.5 Adjustment for Common Stock Issue.

                  If the Company issues shares of Common Stock for a
consideration per share less than the Current Market Value per share on the date
the Company fixes the offering price of such additional shares, the Warrant
Number shall be adjusted in accordance with the formula:


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<PAGE>   15



                                W' = W x  A
                                        ----
                                        0+ P
                                           -
                                           M

where:

                  W' =     the adjusted Warrant Number.

                  W  =     the Warrant Number immediately prior to any such
                           issuance.

                  O  =     the number of shares of Common Stock outstanding
                           immediately prior to the issuance of such additional
                           shares of Common Stock.

                  P  =     the aggregate consideration received for the
                           issuance of such additional shares of Common Stock.

                  M  =     the Current Market Value per share of Common Stock
                           on the date of issuance of such additional shares.

                  A  =     the number of shares of Common Stock outstanding
                           immediately after the issuance of such additional
                           shares of Common Stock.

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  This Section 4.5 does not apply to (i) any of the transactions
described in Sections 4.3 and 4.4, or (ii) the exercise of the Warrants, or
conversion or exchange of other securities convertible into or exchangeable for
Common Stock.

                  SECTION 4.6 Adjustment for Convertible Securities Issue.

                  If the Company issues any options, warrants or other
securities (other than the Company's Series A Senior Preferred Stock and Series
A Junior Preferred Stock) convertible into or exchangeable or exercisable for
Common Stock (other than securities issued in transactions described in Sections
4.3 or 4.4) for a consideration per share of Common Stock initially deliverable
upon conversion, exchange or exercise of such securities less than the Current
Market Value per share on the date of issuance of such securities, the Warrant
Number shall be adjusted in accordance with this formula:

                        W' = W x O + D
                                 -----
                                 O + P
                                     -
                                     M


                                       11

<PAGE>   16



where:

                  W' =     the adjusted Warrant Number.

                  W  =     the Warrant Number immediately prior to any such
                           issuance.

                  O  =     the number of shares of Common Stock outstanding
                           immediately prior to the issuance of such securities.

                  P  =     the sum of the aggregate consideration received for
                           the issuance of such securities and the aggregate
                           minimum consideration receivable by the Company for
                           issuance of Common Stock upon conversion or in
                           exchange for, or upon exercise of, such securities.

                  M  =     the Current Market Value per share of Common Stock
                           on the date of issuance of such securities.

                  D  =     the maximum number of shares of Common Stock
                           deliverable upon conversion or in exchange for or
                           upon exercise of such securities at the initial
                           conversion, exchange or exercise rate.

                  The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  If all of the Common Stock deliverable upon conversion,
exchange or exercise of such securities has not been issued when the conversion,
exchange or exercise rights of such securities have expired or been terminated,
then the adjusted Warrant Number shall promptly be readjusted to the adjusted
Warrant Number which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion, exchange or exercise of such
securities. If the aggregate minimum consideration receivable by the Company for
issuance of Common Stock upon conversion or in exchange for, or upon exercise
of, such securities shall be increased by virtue of provisions therein contained
or upon the arrival of a specified date or the happening of a specified event,
then the Warrant Number shall promptly be readjusted to the Warrant Number which
would then be in effect had the adjustment upon the issuance of such securities
been made on the basis of such increased minimum consideration.

                  This Section 4.6 does not apply to the issuance of the
Warrants or to any of the transactions described in Section 4.3.


                                       12

<PAGE>   17



                  SECTION 4.7 Consideration Received.

                  For purposes of any computation respecting consideration
received pursuant to Sections 4.5 and 4.6, the following shall apply:

                           (1) in the case of the issuance of shares of Common
         Stock for cash, the consideration shall be the amount of such cash
         (without any deduction being made for any commissions, discounts or
         other expenses incurred by the Company for any underwriting of the
         issue or otherwise in connection therewith);

                           (2) in the case of the issuance of shares of Common
         Stock for a consideration in whole or in part other than cash, the
         consideration other than cash shall be deemed to be the fair market
         value thereof (irrespective of the accounting treatment thereof) as
         determined in good faith by the Board; and

                           (3) in the case of the issuance of options, warrants
         or other securities convertible into or exchangeable or exercisable for
         shares of Common Stock, the aggregate consideration received therefor
         shall be deemed to be the consideration received by the Company for the
         issuance of such securities plus the additional minimum consideration,
         if any, to be received by the Company upon the conversion, exchange or
         exercise thereof (the consideration in each case to be determined in
         the same manner as provided in clauses (1) and (2) of this subsection).

                  SECTION 4.8 When De Minimis Adjustment May Be Deferred.

                  No adjustment in the Warrant Number need be made unless the
adjustment would require an increase or decrease of at least 0. 5 % in the
Warrant Number. Any adjustment that is not made shall be carried forward and
taken into account in any subsequent adjustment, provided that no such
adjustment shall be deferred beyond the date on which a Warrant is exercised.

                  All calculations under this Article IV shall be made to the
nearest 1/100th of a share.

                  SECTION 4.9 Adjustment to Exercise Price.

                  Upon each adjustment to the Warrant Number pursuant to this
Article IV, the Exercise Price shall be adjusted so that it is equal to the
Exercise Price in effect immediately prior to such adjustment multiplied by a
quotient, the numerator of which is the Warrant Number in effect immediately
prior to such adjustment, and the denominator of which is the Warrant Number in
effect immediately after such adjustment; provided, that the Exercise Price
shall not be adjusted below the lesser of $0.01 per share of Common Stock and
the then par value per share of Common Stock.


                                       13

<PAGE>   18



                  SECTION 4.10 When No Adjustment Required.

                  If an adjustment is made upon the establishment of a record
date for a distribution subject to Sections 4.2, 4.3 or 4.4 hereof and such
distribution is subsequently canceled, the Warrant Number and Exercise Price
then in effect shall be readjusted, effective as of the date when the Board
determines to cancel such distribution, to that which would have been in effect
if such record date had not been fixed.

                  To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the amount of cash into which such
Warrants are exercisable. Interest will not accrue on the cash.

                  SECTION 4.11 Notice of Adjustment.

                  Whenever the Warrant Number or Exercise Price is adjusted, the
Company shall provide the notices required by Section 7.4 hereof.

                  SECTION 4.12 Voluntary Reduction.

                  The Company from time to time may reduce the Exercise Price by
any amount for any period of time (including, without limitation, permanently)
if the period is at least 20 days and if the reduction is irrevocable during the
period.

                  Whenever the Exercise Price is reduced, the Company shall mail
to the Holders a notice of the reduction. The Company shall mail the notice at
least 15 days before the date the reduced Exercise Price takes effect. The
notice shall state the reduced Exercise Price and the period it will be in
effect.

                  A reduction of the Exercise Price under this Section 4.12
(other than a permanent reduction) does not change or adjust the Exercise Price
otherwise in effect for purposes of Sections 4.2, 4.3, 4.4, 4.5 or 4.6.

                  SECTION 4.13 Reorganizations.

                  In case of any capital reorganization, other than in the cases
referred to in Sections 4.2, 4.3, 4.4, 4.5 or 4.6 hereof, or the consolidation
or merger of the Company with or into another corporation (other than a merger
or consolidation in which the Company is the continuing corporation and which
does not result in any reclassification of the outstanding shares of Common
Stock into shares of other stock or other securities or property), or the sale
of all of the assets or substantially all of the assets of the Company
(collectively, such actions being hereinafter referred to as "Reorganizations"),
there shall thereafter be deliverable upon exercise of any Warrant (in lieu of
the number of shares of Common Stock theretofore deliverable) the amount of
cash, the number of shares of stock or other securities or property to which a
holder of the number of shares of

                                       14

<PAGE>   19



Common Stock that would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of the Company, whose determination shall be described in a duly adopted
resolution certified by the Company's Secretary or Assistant Secretary, shall be
made in the application of the provisions herein set forth with respect to the
rights and interests of Holders so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any shares or
other property thereafter deliverable upon exercise of Warrants.

                  The Company shall not effect any such Reorganization unless
prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such Reorganization or
the corporation purchasing or leasing such assets or other appropriate
corporation or entity shall expressly assume, by a supplemental Warrant
Agreement or other acknowledgment executed and delivered to the Holder(s), the
obligation to deliver to each such Holder such cash, such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase, and all other obligations and liabilities
under this Agreement.

                  SECTION 4.14 Form of Warrants.

                  Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

                  SECTION 4.15 Other Dilutive Events.

                  In case any event shall occur as to which the provisions of
this Article IV are not strictly applicable but the failure to make any
adjustment would not fairly protect the purchase rights represented by the
Warrants in accordance with the essential intent and principles of such
sections, then, in each such case, the Company shall make a good faith
adjustment to the Exercise Price and Warrant Number into which each Warrant is
exercisable in accordance with the intent of this Article IV and, shall appoint
a "big five" accounting firm of independent certified public accountants (which
may be the regular auditors of the Company), which shall give their opinion upon
the adjustment, if any, on a basis consistent with the essential intent and
principles established in this Article IV, necessary to preserve, without
dilution, the purchase rights represented by these Warrants. Upon receipt of
such opinion, the Company shall promptly mail a copy thereof to the Holder of
each Warrant and shall make the adjustments described therein.

                  SECTION 4.16 Miscellaneous.

                  For purpose of this Article IV the term "shares of Common
Stock" shall mean (i) shares of any class of stock designated as Common Stock of
the Company as of the date of this

                                       15

<PAGE>   20



Agreement, (ii) shares of any other class of stock resulting from successive
changes or reclassification of such shares consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value and
(iii) shares of Common Stock of the Company issuable upon exercise of options,
warrants or rights to purchase Common Stock of the Company or upon conversion or
exchange of securities convertible into or exchangeable for shares of Common
Stock of the Company outstanding at the date of determination. In the event that
at any time, as a result of an adjustment made pursuant to this Article IV, the
holders of Warrants shall become entitled to purchase any securities of the
Company other than, or in addition to, shares of Common Stock, thereafter the
number or amount of such other securities so purchasable upon exercise of each
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in Sections 4.2 through 4.15 of this Article IV,
inclusive, and the provisions of this Agreement with respect to the Warrant
Shares or the Common Stock shall apply on like terms to any such other
securities.

                  SECTION 4.17 Non-applicability of Article IV.

                  The provisions of this Article IV do not apply to (i) a change
solely in the par value or no par value of the Common Stock, provided that the
Company shall not increase the par value to exceed the Exercise Price, (ii) the
conversion or exchange (other than pursuant to a reclassification), in any case
on a share-for-share basis, of Common Stock for non-voting common stock that has
rights (other than voting rights) identical to the Common Stock, or of such
non-voting stock for Common Stock, (iii) the issuance to employees of the
Company or any of its subsidiaries of stock or stock options in an amount which,
upon purchase or exercise, as the case may be, would represent in the aggregate,
less than 10 % of the Company's Common Stock on a fully-diluted basis, or (iv)
any exercise of Warrants.

                                    ARTICLE V

                                 Transferability

                  SECTION 5.1 Transfer and Exchange. The Company shall cause to
be kept at the office of the Warrant Agent designated for such purpose a
register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Warrant Certificates and
transfers or exchanges of Warrant Certificates as herein provided. All Warrant
Certificates issued upon any registration of transfer or exchange of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefit under this Agreement, as the
Warrant Certificates surrendered for such registration of transfer or exchange.

                  A Holder may transfer its Warrants only by complying with the
terms of this Agreement. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer by the Warrant Agent in the

                                       16

<PAGE>   21



register. Prior to the registration of any transfer of Warrants by a Holder as
provided herein, the Company, the Warrant Agent, any agent of the Company or the
Warrant Agent may treat the Person in whose name the Warrants are registered as
the owner thereof for all purposes and as the Person entitled to exercise the
rights represented thereby, any notice to the contrary notwithstanding.
Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global
Warrant, agree that transfers of beneficial interests in such Global Warrant may
be effected only through a book-entry system maintained by the Holder of such
Global Warrant (or its agent), and that ownership of a beneficial interest in
the Warrants represented thereby shall be required to be reflected in a book
entry. When Warrant Certificates are presented to the Warrant Agent with a
request to register the transfer or to exchange them for an equal amount of
Warrants of other authorized denominations, the Warrant Agent shall register the
transfer or make the exchange in accordance with the provisions hereof.

                  To permit registrations of transfer and exchanges, the Company
shall make available to the Warrant Agent a sufficient number of executed
Warrant Certificates to effect such registrations of transfers and exchanges. No
service charge shall be made to the Holder for any registration of transfer or
exchange of Warrants, but the Company may require from the transferring or
exchanging Holder payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable upon exchanges pursuant to Section 2.3 and
exchanges in respect of portions of Warrants not exercised and the Company may
deduct such taxes or charges from any payment of money to be made and such
transfer or exchange shall not be consummated and the Warrant Agent shall have
no duty or obligation under this Section 5.1 or Section 2.3 unless and until the
Holder shall have paid to the Company the amount of such tax or charge or shall
have established to the satisfaction of the Company and the Warrant Agent that
such tax or charge has been paid.

                  SECTION 5.2 Registration of Transfer and Exchange.

                  (a) Transfer and Exchange of Definitive Warrants. When
Definitive Warrants are presented to the Warrant Agent with a request (i) to
register the transfer of the Definitive Warrant or (ii) to exchange such
Definitive Warrants for an equal number of Definitive Warrants of other
authorized denominations, the Warrant Agent shall register the transfer or make
the exchange as requested if the Warrant Agent's requirements for such
transactions are met; provided, however, that the Definitive Warrants so
presented have been duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Warrant Agent, duly executed by the holder
thereof or by such holder's attorney.

                  (b) Transfer of a Definitive Warrant for a Beneficial Interest
in Global Warrant. A Definitive Warrant may be exchanged for a beneficial
interest in the Global Warrant only upon receipt by the Warrant Agent of a
Definitive Warrant, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Warrant Agent, together with written
instructions directing the Warrant Agent to make an endorsement on the Global
Warrant to reflect an increase in the number of Warrants and Warrant Shares
represented by the Global Warrant, and then the Warrant Agent shall cancel such
Definitive Warrant and cause the number of Warrants and Warrant

                                       17

<PAGE>   22



Shares represented by the Global Warrant to be increased accordingly. If no
Global Warrant is then outstanding, the Company shall issue and the Warrant
Agent shall countersign a new Global Warrant representing the appropriate number
of Warrants and Warrant Shares.

                  (c) Transfer and Exchange of Global Warrant. The transfer and
exchange of the Global Warrant or beneficial interests therein shall be effected
through the Depository, in accordance with this Warrant Agreement and the
procedures of the Depository therefor. Notwithstanding any other provisions of
this Warrant Agreement, the Global Warrant may not be transferred as a whole
except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository: provided, that if:

                           (i) the Depository notifies the Company that the
         Depository is unwilling or unable to continue as Depository for the
         Global Warrant and a successor Depository for the Global Warrant is not
         appointed by the Company within 90 days after delivery of such notice;
         or

                           (ii) the Company, at its sole discretion, notifies
         the Warrant Agent in writing that it elects to cause the issuance of
         Definitive Warrants under this Warrant Agreement.

then the Company shall execute and the Warrant Agent shall countersign and
deliver to the Company, Definitive Warrants in an aggregate number equal to the
number of Warrants evidenced by the Global Warrant, in exchange for such Global
Warrant.

                  (d) Transfer of a Beneficial interest in Global Warrant for a
Definitive Warrant. Upon receipt by the Warrant Agent of written transfer
instructions (or such other form of instructions as is customary for the
Depository) from the Depository (or its nominee) on behalf of any person having
a beneficial interest in the Global Warrant, the Warrant Agent shall cause, in
accordance with the standing instructions and procedures existing between the
Depository and the Warrant Agent (the "Standing Instructions"), the number of
Warrants and Warrant Shares represented by the Global Warrant to be reduced and,
following such reduction, the Company shall execute and the Warrant Agent shall
countersign and deliver to the transferee, as the case may be, a Definitive
Warrant. Definitive Warrants issued in exchange for a beneficial interest in the
Global Warrant shall be registered in such names and in such authorized
denominations as the Depository shall instruct the Warrant Agent.

                  (e) Cancellation and/or Adjustment of Global Warrant. At such
time as all beneficial interests in the Global Warrant have either been
exchanged for Definitive Warrants, exercised or canceled, the Global Warrant
shall be returned to or retained and canceled by the Warrant Agent. At any time
prior to such cancellation, if any beneficial interest in the Global Warrant is
exchanged for Definitive Warrants, exercised or canceled, the number of Warrants
and Warrant Shares

                                       18

<PAGE>   23



represented by such Global Warrant shall be reduced and an endorsement shall be
made on such Global Warrant by the Warrant Agent to reflect such reduction.

                  SECTION 5.3 Surrender of Warrant Certificates. Any Warrant
Certificate surrendered for registration of transfer, exchange, exercise or
repurchase of the Warrants represented thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued by the Company and, except as
provided in this Article V in case of an exchange or in Article III hereof in
case of the exercise or repurchase of less than all the Warrants represented
thereby or in case of a mutilated Warrant Certificate, no Warrant Certificate
shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to
the Company from time to time or otherwise dispose of such canceled Warrant
Certificates as the Company may direct in writing.

                                   ARTICLE VI

                                  Warrant Agent

                  SECTION 6.1 Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
provisions of this Agreement and the Warrant Agent hereby accepts such
appointment.

                  SECTION 6.2 Rights and Duties of Warrant Agent.

                  (a) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship or agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.

                  (b) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice of such counsel shall be full and complete
authorization and protection and the Warrant Agent shall incur no liability for
or in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel. Reasonable fees and
expenses of such counsel shall be paid by the Company.

                  (c) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken, suffered or omitted by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document believed by it to
be genuine and to have been presented or signed by the proper parties.

                  (d) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties

                                       19

<PAGE>   24



or obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation
to take any action hereunder which may cause it to incur any expense or
liability for which it does not receive indemnity. The Warrant Agent shall not
be accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates countersigned by the Warrant Agent and delivered
by it to the Holders or on behalf of the Holders pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrants. The Warrant
Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due execution hereof
by the Warrant Agent) or in respect of the validity or execution of any Warrant
Certificate (except its countersignature thereof). The Warrant Agent shall have
no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a Holder
with respect to such default, including any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise.

                  (e) Not Responsible for Adjustments or Validity of Stock. The
Warrant Agent shall not at any time be under any duty or responsibility to any
Holder to determine whether any facts exist that may require an adjustment of
the Warrant Number or the Exercise Price, or with respect to the nature or
extent of any adjustment when made, or with respect to the method employed, or
herein or in any supplemental agreement provided to be employed, in making the
same. The Warrant Agent shall not be accountable with respect to the validity or
value of any shares of Common Stock or of any securities or property which may
at any time be issued or delivered upon the exercise of any Warrant or upon any
adjustment pursuant to Article IV, and it makes no representation with respect
thereto. The Warrant Agent shall not be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver any shares of
Common Stock or stock certificates upon the surrender of any Warrant Certificate
for the purpose of exercise or upon any adjustment pursuant to Article IV, or to
comply with any of the covenants of the Company contained in Article IV.

                  SECTION 6.3 Individual Rights of Warrant Agent. The Warrant
Agent and any stockholder, director, member, Affiliate, officer or employee of
the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or its affiliates or become pecuniarily interested in
transactions in which the Company or its affiliates may be interested, or
contract with or lend money to the Company or its affiliates or otherwise act as
fully and freely as though it were not the Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

                  SECTION 6.4 Warrant Agent's Disclaimer. The Warrant Agent
shall not be responsible for and makes no representation as to the validity or
adequacy of this Agreement or the Warrant Certificates and it shall not be
responsible for any statement in this Agreement or the Warrant Certificates (all
such statements being deemed to have been made by the Company only) other than
its countersignature thereon.


                                       20

<PAGE>   25



                  SECTION 6.5 Compensation and Indemnity. The Company agrees to
pay the Warrant Agent from time to time reasonable compensation for its services
and to reimburse the Warrant Agent upon request for all reasonable out-of-pocket
expenses incurred by it, including the reasonable compensation and expenses of
the Warrant Agent's agents and counsel, in connection with the preparation,
delivery, administration, execution and amendment of this Agreement and the
exercise and performance of its duties hereunder. The Company shall indemnify
the Warrant Agent for and hold it harmless against any loss, liability damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense (including
reasonable agents' and attorneys' fees and expenses) incurred by it without
gross negligence or bad faith on its part for any action taken, suffered or
omitted by the Warrant Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of defending
against any claim of liability in the premises. The indemnity provided herein
shall survive the termination of this Agreement and the termination and the
expiration of the Warrants. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company. The Warrant Agent shall
notify the Company promptly of any claim for which it seeks indemnity. The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Warrant Agent through willful misconduct, gross
negligence or bad faith. The Company's payment obligations pursuant to this
Section 6.5 shall survive the termination of this Agreement. The Warrant Agent
shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct (as finally determined by a court of competent jurisdiction).
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Warrant Agent be liable for special, punitive, indirect, incidental or
consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits), even if the Warrant Agent has been advised of the possibility
of such loss or damage. Any liability of the Warrant Agent under this Agreement
shall be limited to the amount of fees paid by the Company to the Warrant Agent.

                  To secure the Company's payment obligations under this
Agreement, the Warrant Agent shall have a lien prior to the Warrant Holders on
all money or property held or collected by the Warrant Agent.

                  Whenever in the performance of its duties under this Agreement
the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking, suffering or omitting
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by an Officer and delivered to
the Warrant Agent; and such certificate shall be full authorization to the
Warrant Agent, and the Warrant Agent shall incur no liability for or in respect
of any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                  The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
Officer, and to apply to any Officer for advice or instructions in connection
with its duties hereunder, and such advice or instructions shall be full
authorization and protection to the Warrant Agent and the Warrant Agent shall
incur no

                                       21

<PAGE>   26



liability for or in respect of any action taken, suffered or omitted by it in
good faith in accordance with the instructions of any Officer or for any delay
in acting while waiting for such instructions.

                  The Warrant Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys or agents, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company or any other Person
resulting from any such act, default, neglect or misconduct, absent gross
negligence or willful misconduct in the selection and continued employment
thereof.

                  No provision of this Agreement shall require the Warrant Agent
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of its rights
if it believes that repayment of such funds or adequate indemnification against
such risk or liability is not assured it.

                  SECTION 6.6 Successor Warrant Agent.

                  (a) The Company To Provide Warrant Agent. The Company agrees
for the benefit of the Holders that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.

                  (b) Resignation and Removal. The Warrant Agent may at any time
resign by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall not be less than 30 days after the date
on which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the date when it shall become effective, which date shall not be
less than 60 days after such notice is given unless the Warrant Agent otherwise
agrees. Any removal under this Section 6.6 shall take effect upon the
appointment by the Company as hereinafter provided of a successor Warrant Agent
and the acceptance of such appointment by such successor Warrant Agent.

                  (c) The Company To Appoint Successor. In case at any time the
Warrant Agent shall resign, or shall be removed, or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or shall commence a
voluntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Warrant Agent or its property or affairs, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered in
respect of the Warrant Agent in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency

                                       22

<PAGE>   27



or similar law; or a decree order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant
Agent or of its property or affairs, or any public officer shall take charge or
control of the Warrant Agent or of its property or affairs for the purpose of
rehabilitation, conservation, winding up of or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent (or, in the
absence of such appointment within 60 days after the notice of resignation or
removal, either party hereto may petition the appointment of a successor by a
court of competent jurisdiction.) Upon the appointment as aforesaid of a
successor Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder;
provided, however, that in the event of the resignation of the Warrant Agent
under this subsection (c), such resignation shall be effective on the earlier of
(i) the date specified in the Warrant Agent's notice of resignation and (ii) the
appointment and acceptance of a successor Warrant Agent hereunder. As soon as
practicable after appointment of the successor Warrant Agent, the Company shall
cause written notice of the change in the Warrant Agent to be given to each of
the Holders in the manner provided for in Section 7.4 hereof. However, failure
to give any notice provided for in this clause (c) or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Warrant
Agent or the appointment of the successor Warrant Agent, as the case may be.

                  (d) Successor Expressly To Assume Duties. Any successor
Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act,
deed or conveyance, shall become vested with all the rights and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.

                  (e) Successor by Merger. Any Person into which the Warrant
Agent hereunder may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
Person to which the Warrant Agent shall sell or otherwise transfer all or
substantially all of its shareholder services business; provided that it shall
be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


                                       23

<PAGE>   28



                                   ARTICLE VII

                                  Miscellaneous

                  SECTION 7.1 Persons Benefitting. Nothing in this Agreement is
intended or shall be construed to confer upon any Person other than the Company,
the Warrant Agent and the Holders any right, remedy or claim under or by reason
of this agreement or any part hereof.

                  SECTION 7.2 Rights of Holders. Except as expressly
contemplated herein, holders of unexercised Warrants are not entitled (i) to
receive dividends or other distributions, (ii) to receive notice of or vote at
any meeting of the stockholders, (iii) to consent to any action of the
stockholders, (iv) to exercise any preemptive right or to receive notice of any
other proceedings of the Company or (v) to exercise any other rights whatsoever
as stockholders of the Company.

                  SECTION 7.3 Amendment. This Agreement may be amended by the
parties hereto without the consent of any Holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or making any other provisions with respect to matters or
questions arising under this Agreement as the Company and the Warrant Agent may
deem necessary or desirable; provided, however, that the Company determines, and
the Warrant Agent may rely on such determination, that such action shall not
affect adversely the rights of the Holders. Any amendment or supplement to this
Agreement that has a material adverse effect on the interests of the Holders
shall require the written consent of the Holders of a majority of the then
outstanding Warrants. The consent of each Holder affected shall be required for
any amendment pursuant to which the Exercise Price would be increased or the
number of Warrant Shares purchasable upon exercise of Warrants would be
decreased (other than pursuant to adjustments provided in Article IV as of the
Issue Date of the Warrants). In determining whether the Holders of the required
number of Warrants have concurred in any direction, waiver or consent, Warrants
owned by the Company or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company shall
be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Warrant Agent shall be protected in relying on any such
direction, waiver or consent, only Warrants which the Warrant Agent knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Warrants
outstanding at the time shall be considered in any such determination.

                  SECTION 7.4 Notices. Any notice or communication shall be in
writing and delivered in Person or mailed by first-class mail addressed as
follows:

                                       24

<PAGE>   29




         if to the Company:

                           TransTexas Gas Corporation
                           1300 North Sam Houston Parkway East
                           Suite 310
                           Houston, Texas 77032-2949
                           Attention:  Ed Donahue
                                 Vice President

         with a copy to:

                           Gardere & Wynne, L.L.P.
                           3000 Thanksgiving Tower
                           Dallas, Texas 75201
                           Attention:  C. Robert Butterfield

         if to the Warrant Agent:

                           ChaseMellon Shareholder Services, L.L.C.
                           2323 Bryan Street
                           Dallas, Texas   75201
                           Attention: Mona Vorhees

         with a copy to:

                           ChaseMellon Shareholder Services, L.L.C.
                           85 Challenger Road, Overpeck Centre
                           Ridgefield Park, NJ   07660
                           Attention: General Counsel

                  The Company or the Warrant Agent by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the register in which the
Company shall provide for the registration of Warrants and Warrant Shares and of
transfers and exchanges of Warrants and Warrant Shares and shall be sufficiently
given if so mailed within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.


                                       25

<PAGE>   30



                  SECTION 7.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS
APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  SECTION 7.6 Successors. All agreements of the Company in this
Agreement and the Warrant Certificates shall bind its successors. All agreements
of the Warrant Agent in this Agreement shall bind its successors.

                  SECTION 7.7 Multiple Originals. The parties may sign any
number of copies of this Agreement. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Agreement.

                  SECTION 7.8 Table of Contents. The table of contents and
headings of the Articles and Sections of this Agreement have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.

                  SECTION 7.9 Severability. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.

                  SECTION 7.10 Further Assurances. From time to time on and
after the date hereof, the Company shall deliver or cause to be delivered to the
Warrant Agent such further documents and instruments and shall do and cause to
be done such further acts as the Warrant Agent shall reasonably request (it
being understood that the Warrant Agent shall have no obligation to make such
request) to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected hereunder.


                                       26

<PAGE>   31



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

                                            TRANSTEXAS GAS CORPORATION



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



                                            CHASEMELLON SHAREHOLDER SERVICES,
                                            L.L.C., as Warrant Agent


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


                                       27

<PAGE>   32



                                                                       EXHIBIT A



                      [FORM OF FACE OF WARRANT CERTIFICATE]


No. [   ]                                          Certificate for ____ Warrants


                  [Unless and until it is exchanged in whole or in part for
Warrants in definitive form, this Warrant may not be transferred except as a
whole by the depository to a nominee of the depository or by a nominee of the
depository to the depository or another nominee of the depository or by the
depository or any such nominee to a successor depository or a nominee of such
successor depository. The Depository Trust Company ("DTC") (55 Water Street, New
York, New York) shall act as the depository until a successor shall be appointed
by the Company and the Warrant Agent. Unless this certificate is presented by an
authorized representative of DTC to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]*










* To be included only if the Warrant is in global form.


                                       A-1

<PAGE>   33



                      WARRANTS TO PURCHASE COMMON STOCK OF
                           TRANSTEXAS GAS CORPORATION


                  THIS CERTIFIES THAT, [ ], or its registered assigns, is the
registered holder of the number of Warrants set forth above (the "Warrants").
Each Warrant entitles the holder thereof (the "Holder"), at its option and
subject to the provisions contained herein and in the Warrant Agreement referred
to below, to purchase from TransTexas Gas Corporation, a Delaware corporation
(the "Company"), initially one share of Class A Common Stock, $0.01 par value,
of the Company (the "Common Stock") at the per share exercise price of $120.00
(the "Exercise Price"). This Warrant Certificate shall terminate and become void
as of the close of business on June 30, 2002 (the "Expiration Date") or upon the
exercise hereof as to all the shares of Common Stock subject hereto. The number
of shares purchasable upon exercise of the Warrants and the Exercise Price per
share shall be subject to adjustment from time to time as set forth in the
Warrant Agreement.

                  This Warrant Certificate is issued under and in accordance
with a Warrant Agreement dated as of March 15, 2000 (the "Warrant Agreement"),
between the Company and ChaseMellon Shareholder Services, L.L.C. (the "Warrant
Agent," which term includes any successor Warrant Agent under the Warrant
Agreement), and is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the Holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company, the Warrant Agent
and the Holders of the Warrants. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the
Warrant Agreement may be obtained for inspection by the Holder hereof upon
written request to the Warrant Agent at 2323 Bryan Street, Suite 2300, Dallas,
Texas 75201, attention of Mona Vorhees.

                  Subject to the terms of the Warrant Agreement, the Warrants
may be exercised in whole or in part by presentation of this Warrant
Certificate.

                  As provided in the Warrant Agreement and subject to the terms
and conditions therein set forth, the Warrants shall be exercisable at any time
or from time to time on any Business Day; provided, however, that no Warrant
shall be exercisable after June 30, 2002.

                  The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Warrant Certificates pursuant to Section 5.1 of the Warrant
Agreement but not with respect to the exercise of the Warrants or the Warrant
Shares.

                  Upon any partial exercise of the Warrants, there shall be
countersigned and issued to the Holder hereof a new Warrant Certificate in
respect of the shares of Common Stock as to which the Warrants shall not have
been exercised. This Warrant Certificate may be exchanged at the office

                                       A-2

<PAGE>   34



of the Warrant Agent designated for such purpose by presenting this Warrant
Certificate properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. No fractional Warrant Shares will be issued upon the exercise of the
Warrants, but the Company shall pay an amount in cash equal to the Market Price
for one Warrant Share on the trading day immediately preceding the date the
Warrant is exercised, multiplied by the fraction of a Warrant Share that would
be issuable on the exercise of any Warrant.

                  All shares of Common Stock issuable by the Company upon the
exercise of the Warrants shall, upon such issue, be duly and validly issued and
fully paid and nonassessable.

                  The Holder in whose name the Warrant Certificate is registered
may be deemed and treated by the Company and the Warrant Agent as the absolute
owner of the Warrant Certificate for all purposes whatsoever and neither the
Company nor the Warrant Agent shall be affected by notice to the contrary.

                  The Warrants do not entitle any holder hereof to any of the
rights of a stockholder of the Company.


                                       A-3

<PAGE>   35



                  This Warrant Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Warrant Agent.


                                            TRANSTEXAS GAS CORPORATION



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

Attest:



-----------------------------------
Secretary


DATED:

Countersigned:

ChaseMellon Shareholder Services, L.L.C.,
as Warrant Agent



By:
   --------------------------------
   Authorized Signatory



                                       A-4

<PAGE>   36


                  SCHEDULE Of EXCHANGES OF DEFINITIVE WARRANTS*


The following exchanges of a part of this Global Warrant for Definitive Warrants
have been made:


<TABLE>
<CAPTION>

                              Amount of                     Number of
                              increase/                     Warrants in this
                              decrease in Number            Global Warrant                Signature of
                              of Warrants in                following such                authorized officer
Date of Exchange              this Global Warrant           increase/ decrease            of Warrant Agent
<S>                           <C>                           <C>                           <C>



</TABLE>










--------
*To be included only if the Warrant is in global form.

                                       A-5