<PAGE>   1
                                                                    EXHIBIT 10.9










                             ANC RENTAL CORPORATION

                                       and

                              THE BANK OF NEW YORK

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



                                WARRANT AGREEMENT

                            Dated as of June 30, 2000


<PAGE>   2





                                WARRANT AGREEMENT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>               <C>                                                                                          <C>
SECTION 1.        APPOINTMENT OF WARRANT AGENT....................................................................1

SECTION 2.        WARRANT CERTIFICATES............................................................................1

SECTION 3.        EXECUTION OF WARRANT CERTIFICATES...............................................................1

SECTION 4.        REGISTRATION AND COUNTERSIGNATURE...............................................................2

SECTION 5.        REGISTRATION OF TRANSFERS AND EXCHANGES.........................................................2

SECTION 6.        TERMS AND RELEASE OF WARRANTS...................................................................4
                  (a)      TERMS OF WARRANTS......................................................................4

SECTION 7.        PAYMENT OF TAXES................................................................................6

SECTION 8.        MUTILATED OR MISSING WARRANT CERTIFICATES.......................................................6

SECTION 9.        RESERVATION OF WARRANT SHARES...................................................................6

SECTION 10.       OBTAINING STOCK EXCHANGE LISTINGS...............................................................7

SECTION 11.       ADJUSTMENT OF NUMBER OF WARRANT SHARES..........................................................7
                  (a)      ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.................................................7
                  (b)      ADJUSTMENT FOR RIGHTS ISSUE............................................................8
                  (c)      ADJUSTMENT FOR OTHER DISTRIBUTIONS....................................................10
                  (d)      ADJUSTMENT FOR COMMON STOCK ISSUE.....................................................11
                  (e)      ADJUSTMENT FOR CONVERTIBLE SECURITIES ISSUE...........................................12
                  (f)      CURRENT MARKET PRICE..................................................................13
                  (g)      CONSIDERATION RECEIVED................................................................14
                  (h)      WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED............................................14
                  (i)      WHEN NO ADJUSTMENT REQUIRED...........................................................14
</TABLE>



                                      -ii-
<PAGE>   3

<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>               <C>                                                                                          <C>

                  (j)      NOTICE OF ADJUSTMENT..................................................................15
                  (k)      VOLUNTARY REDUCTION...................................................................15
                  (l)      NOTICE OF CERTAIN TRANSACTIONS........................................................15
                  (m)      REORGANIZATION OF COMPANY.............................................................16
                  (n)      WARRANT AGENT'S DISCLAIMER............................................................17
                  (o)      WHEN ISSUANCE OR PAYMENT MAY BE DEFERRED..............................................17
                  (p)      ADJUSTMENT IN EXERCISE PRICE..........................................................17
                  (q)      FORM OF WARRANTS......................................................................18
                  (r)      OTHER DILUTIVE EVENTS.................................................................18

SECTION 12.       FRACTIONAL INTERESTS...........................................................................18

SECTION 13.       NOTICES TO WARRANT HOLDERS.....................................................................19

SECTION 14.       MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.......................................20

SECTION 15.       WARRANT AGENT..................................................................................21

SECTION 16.       CHANGE OF WARRANT AGENT........................................................................24

SECTION 17.       NOTICES TO COMPANY AND WARRANT AGENT...........................................................24

SECTION 18.       SUPPLEMENTS AND AMENDMENTS.....................................................................24

SECTION 19.       SUCCESSORS.....................................................................................25

SECTION 20.       TERMINATION....................................................................................25

SECTION 21.       GOVERNING LAW..................................................................................25

SECTION 22.       BENEFITS OF THIS AGREEMENT.....................................................................25

SECTION 23.       COUNTERPARTS...................................................................................25

Exhibit A         Form of Warrant Certificate

</TABLE>


                                     -iii-

<PAGE>   4




                  WARRANT AGREEMENT dated as of June 30, 2000 between ANC Rental
Corporation, a Delaware corporation (the "COMPANY"), and The Bank of New York, a
New York banking corporation, as Warrant Agent (the "WARRANT AGENT").

                  WHEREAS, the Company proposes to issue Common Stock Purchase
Warrants, as hereinafter described (the "WARRANTS"), which in the aggregate
initially entitle the holders thereof to purchase 3,660,221 shares of Common
Stock of the Company (the "COMMON STOCK") which constitute 7.5% of the Common
Stock outstanding (on a Fully Diluted Basis) on the Spin-Off Date (the Common
Stock issuable on exercise of the Warrants being referred to herein as the
"WARRANT SHARES"), in connection with a bridge loan of $225,000,000 in aggregate
principal amount (the "LOANS") pursuant to the Amended and Restated Senior Loan
Agreement dated as of June 30, 2000, among the Company, Lehman Brothers Inc. as
arranger, Lehman Commercial Paper Inc. as syndication agent and Lehman
Commercial Paper Inc. (the "ADMINISTRATIVE AGENT"). Capitalized terms used and
not otherwise defined herein have the meanings ascribed thereto in the Senior
Loan Agreement.

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, transfer, exchange and exercise of Warrants and other matters
as provided herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows:

                  SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the instructions set forth hereinafter in this Agreement, and the Warrant Agent
hereby accepts such appointment.

                  SECTION 2. WARRANT CERTIFICATES. The certificates evidencing
the Warrants (the "WARRANT CERTIFICATES") to be delivered pursuant to this
Agreement shall be in registered form only and shall be substantially in the
form set forth in EXHIBIT A attached hereto.

                  SECTION 3. EXECUTION OF WARRANT CERTIFICATES. Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board or its President or a Vice President and by its Secretary or an Assistant
Secretary. Each such signature upon the Warrant Certificates may be in the form
of a facsimile signature of the present or any future Chairman of the Board,
President, Vice President, Secretary or Assistant Secretary and may be imprinted
or otherwise reproduced on the Warrant Certificates and for that purpose the
Company may adopt and use the facsimile signature of any person who shall have
been Chairman of the Board, President, Vice President, Secretary or Assistant
Secretary, notwithstanding the fact that at the time the Warrant Certificates
shall be countersigned and delivered or disposed of he or she shall have ceased
to hold such office.



                                      -1-
<PAGE>   5

                  In case any officer of the Company who shall have signed any
of the Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned by the Warrant Agent, or
disposed of by the Company, such Warrant Certificates nevertheless may be
countersigned and delivered or disposed of as though such person had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.

                  Warrant Certificates shall be dated the date of
countersignature by the Warrant Agent.

                  SECTION 4. REGISTRATION AND COUNTERSIGNATURE. The Warrant
Agent, on behalf of the Company, shall hold the Warrants unnumbered and
unregistered. Initially, the Warrants will be issued by the Company and
deposited on or before the Spin-Off Date with The Bank of New York, as escrow
agent (the "ESCROW Agent"), pursuant to an Escrow Agreement, dated June 30, 2000
(the "ESCROW AGREEMENT"), among the Company, Lehman Brothers Inc. (the
"ARRANGER") and the Escrow Agent. Upon any release of any Warrants under the
Escrow Agreement to the Arranger, the Warrant Agent shall number and register
such Warrants in the names, denominations and exercisable for such number of
shares of Common Stock as directed in writing by the Arranger.

                  Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the Board,
the President, a Vice President, the Treasurer or the Chief Financial Officer of
the Company, initially countersign, issue and deliver Warrants collectively for
all Warrants outstanding entitling the holders thereof to purchase not more than
the number of Warrant Shares referred to above in the first recital hereof and
shall countersign and deliver Warrants as otherwise provided in this Agreement.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) of the Warrant Certificates as the absolute owner(s)
thereof (notwithstanding any notation of ownership or other writing thereon made
by anyone), for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.

                  SECTION 5. REGISTRATION OF TRANSFERS AND EXCHANGES. The
Warrant Agent shall from time to time, subject to the limitations of SECTION 6
hereof, register the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose, upon surrender thereof duly
endorsed or accompanied (if so required by the Warrant Agent) by a written
instrument or instruments of transfer in form satisfactory to the Warrant Agent,
duly executed by the registered holder or holders thereof or by a duly
authorized attorney. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant
Certificates shall thereafter be disposed of by the Warrant Agent in its
customary manner.

                  The Warrant holders agree that they shall give five days prior
written notice of transfer to the Company and that prior to any proposed
transfer of the Warrants or of the Warrant Shares, if such transfer is not made
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended (the "Act"), the Warrant holders shall deliver to the Company



                                      -2-
<PAGE>   6

         (1) an opinion of counsel reasonably acceptable to the Warrant Agent
and the Company that the Warrant or Warrant Shares may be transferred without
registration under the Act;

         (2) customary representations and warranties, and covenants, regarding
the transferee and the investment that are reasonably satisfactory to the
Company signed by the proposed transferee;

         (3) an agreement by such transferee to the impression of the
restrictive investment legend set forth below on the Warrant or the Warrant
Shares; and

         (4) an agreement by such transferee to be bound by the provisions of
this Agreement.

                  It is understood that the Warrants and the Warrant Shares may
not be transferred until they are released from escrow pursuant to the
Agreement.

                  The Warrant holders agree that each certificate representing
Warrant Shares will bear a legend in substantially the following form:

                  "The securities evidenced or constituted hereby have been
                  acquired for investment and have not been registered under the
                  Securities Act of 1933, as amended. Such securities may not be
                  sold, transferred, pledged or hypothecated unless the
                  registration provisions of said Act have been complied with or
                  unless the Company has received an opinion of counsel
                  reasonably acceptable to the Warrant Agent and the Company
                  that such registration is not required."

                  Subject to the terms of this Agreement, Warrant Certificates
may be exchanged at the option of the holder(s) thereof, when surrendered to the
Warrant Agent at its principal office, which is currently located at the address
listed in SECTION 17 hereof, for another Warrant Certificate or other Warrant
Certificates of like tenor and representing in the aggregate a like number of
Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a
written request to the Warrant Agent, and shall surrender, duly endorsed or
accompanied (if so required by the Warrant Agent) by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent, the Warrant
Certificate or Certificates to be so exchanged. Warrant Certificates surrendered
for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by such Warrant Agent in its customary
manner.

                  The Warrant Agent is hereby authorized to countersign, in
accordance with the provisions of this SECTION 5 and of SECTION 4 hereof, the
new Warrant Certificates required pursuant to the provisions of this SECTION 5.



                                      -3-
<PAGE>   7

                  SECTION 6. TERMS AND RELEASE OF WARRANTS.

                  (a) TERMS OF WARRANTS.

                  The initial exercise price per share at which Warrant Shares
shall be purchasable upon the exercise of Warrants (the "EXERCISE PRICE") shall
be $0.01 per share. The Warrants shall be initially exercisable in the aggregate
for that number of shares of Common Stock equal to 7.5% of the fully diluted
Common Stock outstanding on the Spin-Off Date (calculated after giving effect to
the exercise of such Warrants and all options, warrants and rights to acquire
Common Stock and the conversion of all convertible securities for the maximum
number of shares of Common Stock obtainable whether or not such options,
warrants or rights are then exercisable or vested and whether or not such
convertible securities are then convertible) (a "FULLY DILUTED Basis").

                  Subject to the terms of this Agreement, each Warrant holder
shall have the right, which may be exercised commencing at the opening of
business on the date that such Warrant may be released from escrow under the
Escrow Agreement (the "ESCROW RELEASE DATE") and until 5:00 p.m., New York City
time on June 30, 2010, to receive from the Company the number of fully paid and
nonassessable Warrant Shares which the holder may at the time be entitled to
receive on exercise of such Warrants and payment of the Exercise Price then in
effect for such Warrant Shares. In the alternative, each Warrant holder may
exercise its right, during the exercise period, to receive Warrant Shares on a
net basis, such that, without the exchange of any funds, the holder receives
that number of Warrant Shares otherwise issuable (or payable) upon exercise of
its Warrants less that number of Warrant Shares having an aggregate fair market
value (as defined below) at the time of exercise equal to the aggregate Exercise
Price that would otherwise have been paid by the holder of the Warrant Shares
upon such exercise. Each Warrant not exercised prior to 5:00 p.m., New York City
time, on June 30, 2010 shall become void and all rights thereunder and all
rights in respect thereof under this Agreement shall cease as of such time. No
adjustments as to dividends will be made upon exercise of the Warrants. For
purposes of this paragraph of SECTION 6, "FAIR MARKET VALUE" shall be (1) if the
Common Stock is reported on an interdealer quotation system, the last reported
sales price per share, or if there is no reported sales price, the average of
the last bid and ask per share, of the Common Stock on the trading day
immediately prior to the exercise date, (2) if the Common Stock is listed on a
securities exchange, the average of the closing prices of the Common Stock for
the five consecutive trading days on the principal securities exchange on which
the Common Stock is so listed immediately prior to the Escrow Release Date, or
(3) if the Common Stock is not so reported or listed, as reasonably determined
by the Company's Board of Directors as supported by an opinion of a nationally
recognized investment banking firm.



                                      -4-
<PAGE>   8

                  A Warrant may be exercised upon surrender to the Company at
the principal office of the Warrant Agent, which is currently located at the
address listed in SECTION 17 hereof, of the certificate or certificates
evidencing the Warrants to be exercised with the form of election to purchase on
the reverse thereof duly filled in and signed and such other documentation as
the Warrant Agent may reasonably request, and upon payment to the Warrant Agent
for the account of the Company of the Exercise Price which is set forth in the
form of Warrant Certificate attached hereto as EXHIBIT A as adjusted as herein
provided, for the number of Warrant Shares in respect of which such Warrants are
then exercised. Payment of the aggregate Exercise Price shall be made (i) in
cash or by certified or official bank check payable to the order of the Company
in New York Clearing House Funds, or the equivalent thereof or (ii) in the
manner provided in this SECTION 6.

                  Subject to the provisions of SECTION 7 hereof, upon such
surrender of Warrants and payment of the Exercise Price, the Company shall issue
and cause to be delivered with all reasonable dispatch to and in such name or
names as the Warrant holder may designate, a certificate or certificates for the
number of full Warrant Shares issuable upon the exercise of such Warrants
together with cash as provided in SECTION 12 hereof; PROVIDED, HOWEVER, that if
any consolidation, merger or lease or sale of assets is proposed to be effected
by the Company as described in subsection (m) of SECTION 11 hereof, or a tender
offer or an exchange offer for shares of Common Stock of the Company shall be
made, upon such surrender of Warrants and payment of the Exercise Price as
aforesaid, the Company shall, as soon as reasonably practicable, but in any
event not later than three business days thereafter, issue and cause to be
delivered the full number of Warrant Shares issuable upon the exercise of such
Warrants in the manner described in this sentence together with cash as provided
in SECTION 12 hereof. 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 Warrants and payment of the Exercise Price.

                  The Warrants shall be exercisable, at the election of the
holders thereof, either in full or from time to time in part and, in the event
that a certificate evidencing Warrants is exercised in respect of fewer than all
of the Warrant Shares issuable on such exercise at any time prior to the date of
expiration of the Warrants, a new certificate evidencing the remaining Warrant
or Warrants will be issued, and the Warrant Agent is hereby irrevocably
authorized to countersign and to deliver the required new Warrant Certificate or
Certificates pursuant to the provisions of this SECTION 6 and of SECTION 4
hereof, and the Company, whenever required by the Warrant Agent, shall supply
the Warrant Agent with Warrant Certificates duly executed on behalf of the
Company for such purpose. The Warrant Agent may assume that any Warrant
presented for exercise is permitted to be so exercised under applicable law and
shall have no liability for acting in reliance on such assumption.

                  All Warrant Certificates surrendered upon exercise of Warrants
shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall
then be disposed of by the Warrant Agent in its customary manner. 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 the Warrant Shares through the exercise of such Warrants.

                  The Warrant Agent shall keep copies of this Agreement and any
notices given or received hereunder available for inspection by the holders with
reasonable prior written notice during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may request.




                                      -5-
<PAGE>   9

                  SECTION 7. PAYMENT OF TAXES. The Company will pay all
documentary stamp taxes attributable to the initial issuance of Warrant Shares
upon the exercise of Warrants; PROVIDED, HOWEVER, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issue of any Warrant Certificates or any certificates for
Warrant Shares in a name other than that of the registered holder of a Warrant
Certificate surrendered upon the exercise of a Warrant, and the Company shall
not be required to issue or deliver such Warrant Certificates unless or until
the person or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

                  SECTION 8. MUTILATED OR MISSING WARRANT CERTIFICATES. In case
any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed,
the Company shall issue and the Warrant Agent shall countersign, in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an
equivalent number of Warrants, but only upon receipt of evidence reasonably
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Warrant Certificate and indemnity, if requested, also
reasonably satisfactory to the Company and the Warrant Agent; PROVIDED that if
the owner of the same is Lehman Brothers Inc. or any affiliate thereof or an
institutional lender or investor, its own agreement of indemnity shall be deemed
to be satisfactory. Applicants for such new Warrant Certificates must pay such
reasonable charges as the Company may prescribe.

                  SECTION 9. RESERVATION OF WARRANT SHARES. The Company will at
all times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of all outstanding Warrants. The Warrant Agent shall have no duty to
verify availability of such shares set aside by the Company.



                                      -6-
<PAGE>   10

                  The Company or, if appointed, the transfer agent for the
Common Stock (the "TRANSFER AGENT") and every subsequent transfer agent for any
shares of the Company's Common Stock issuable upon the exercise of any of the
rights of purchase aforesaid will be irrevocably authorized and directed at all
times to 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
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's Common Stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby irrevocably authorized
to requisition from time to time from such Transfer Agent the stock certificates
required to honor outstanding Warrants upon exercise thereof in accordance with
the terms of this Agreement. The Company will supply such Transfer Agent with
duly executed certificates for such purposes and will provide or otherwise make
available any cash which may be payable as provided in SECTION 12 hereof. The
Company will furnish such Transfer Agent a copy of all notices of adjustments
and certificates related thereto, transmitted to each holder pursuant to SECTION
13 hereof.

                  Before taking any action which would cause an adjustment
pursuant to SECTION 11 hereof to reduce the Exercise Price below the then par
value (if any) of the Warrant Shares, the Company will take any commercially
reasonable corporate action which may, in the opinion of its counsel (which may
be counsel employed by the Company), be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares at the
Exercise Price as so adjusted.

                  The Company covenants that all Warrant Shares which may be
issued upon exercise of Warrants will, upon payment of the Exercise Price
therefor and issue, be fully paid, nonassessable, free of preemptive rights and
free from all taxes, liens, charges and security interests with respect to the
issue thereof.

                  SECTION 10. OBTAINING STOCK EXCHANGE LISTINGS. The Company
will from time to time take all commercially reasonable actions which may be
necessary so that the Warrant Shares, immediately upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges and
markets within the United States of America, if any, on which other shares of
Common Stock are then listed.

                  SECTION 11.  ADJUSTMENT OF NUMBER OF WARRANT SHARES.

                  The number of Warrant Shares issuable upon the exercise of
each Warrant is subject to adjustment from time to time upon the occurrence
following the Spin-Off Date of the events enumerated in this SECTION 11. For
purposes of this SECTION 11, "COMMON STOCK" means shares now or hereafter
authorized of any class of common stock of the Company and any other stock of
the Company, however designated, that has the right (subject to any prior rights
of any class or series of preferred stock) to participate in any distribution of
the assets or earnings of the Company without limit as to per share amount.

                  (a) ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

                  If the Company:

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

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

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



                                      -7-
<PAGE>   11

                  (4) makes a distribution on its 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, then the number of shares of Common Stock issuable upon
exercise of each Warrant immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
shall receive the aggregate number and kind of shares of capital stock of the
Company which he 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.

                  (b)      ADJUSTMENT FOR RIGHTS ISSUE.

                  If the Company distributes any rights, options or warrants to
all holders of its Common Stock entitling them to purchase shares of Common
Stock at a price per share less than the current market price per share on the
record date for determining holders entitled to the distribution of rights,
options or warrants, the number of shares of Common Stock issuable upon exercise
of each Warrant shall be adjusted in accordance with the formula:



                                      -8-
<PAGE>   12

                           N'   =   N       x        O        +         A
                                                     ---------------------
                                                       O  +  (A x P/M)

         where:

         N'= the adjusted number of shares of Common Stock issuable upon
             exercise of each Warrant.

         N = the current number of shares of Common Stock issuable upon
             exercise of each Warrant.

         O = the number of shares of Common Stock outstanding on the record
             date.

         A = the number of additional shares of Common Stock offered.

         P = the purchase price per share of the additional shares.

         M = the current market price per share of Common Stock on the record
            date.



                                      -9-
<PAGE>   13

                  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 number of shares of Common Stock issuable upon
exercise of each Warrant shall be immediately readjusted to what it would have
been if "N" in the above formula had been the number of shares actually issued
at the end of the period.

                  (c)      ADJUSTMENT FOR OTHER DISTRIBUTIONS.

                  If the Company distributes to all holders of its Common Stock
any of its assets (including cash) or debt securities or any rights, options or
warrants to purchase debt securities, assets or other securities of the Company,
the number of shares of Common Stock issuable upon exercise of each Warrant
shall be adjusted in accordance with the formula:

                                    N'    =    N    x          M
                                                         ------------
                                                            M  -  F

                  where:

        N' = the adjusted number of shares of Common Stock issuable upon
             exercise of each Warrant.

         N = the current number of shares of Common Stock issuable upon
             exercise of each Warrant.

         M = the current market price per share of Common Stock on the record
             date mentioned below.

         F = the fair market value on the record date of the assets,
             securities, rights or warrants distributable to one share of Common
             Stock after taking into account, in the case of any rights, options
             or warrants, the consideration required to be paid upon exercise
             thereof. The Board of Directors shall reasonably determine the fair
             market value in good faith.

                  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.



                                      -10-
<PAGE>   14

                  This subsection (c) does not apply to regular quarterly cash
dividends including increases thereof, or rights, options or warrants referred
to in subsection (b) of this SECTION 11. If any 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 Warrant shall be immediately readjusted as if "F" in the above
formula was the fair market value described in the definition of "F" 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. Notwithstanding anything to the contrary
contained in this subsection (c), if "M-F" in the above formula is less than
$1.00, the Company may elect to, and if "M-F" is a negative number, the Company
shall, in lieu of the adjustment otherwise required by this subsection (c),
distribute to the holders of the Warrants, upon exercise thereof, the evidences
of indebtedness, assets, rights, options or warrants (or the proceeds thereof)
which would have been distributed to such holders had such Warrants been
exercised immediately prior to the record date for such distribution.

                  (d)      ADJUSTMENT FOR COMMON STOCK ISSUE.

                  If the Company issues shares of Common Stock for a
consideration per share less than the current market price per share on the date
the Company fixes the offering price of such additional shares, the number of
shares of Common Stock issuable upon exercise of each Warrant shall be adjusted
in accordance with the formula:

                  N'   =    N    x         A
                                      ------------
                                      O    +   P/M

                  where:

        N' = the adjusted number of shares of Common Stock issuable upon
             exercise of each Warrant.

         N = the current number of shares of Common Stock issuable upon
             exercise of each Warrant.

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

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

         M = the current market price per share on the date of issuance of such
             additional shares.

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



                                      -11-
<PAGE>   15

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

                  This subsection (d) does not apply to:

                  (1) any of the transactions described in subsections (b) and
         (c) of this SECTION 11,

                  (2) the exercise of Warrants, or the conversion or exchange of
         other securities convertible or exchangeable for Common Stock, or the
         issuance of Common Stock upon the exercise of rights or warrants issued
         to the holders of Common Stock,

                  (3) Common Stock (and options exercisable therefor) issued to
         the Company's employees, officers, directors, consultants or advisors
         (whether or not still in such capacity on the date of exercise) under
         bona fide employee benefit plans or stock option plans adopted by the
         Board of Directors of the Company and approved by the holders of Common
         Stock when required by law, if such Common Stock would otherwise be
         covered by this subsection (d) (but only to the extent that the
         aggregate number of shares excluded hereby and issued after the
         Spin-Off Date shall not exceed 5% of the Common Stock outstanding on
         the Spin-Off Date),

                  (4) Common Stock issued in a bona fide public offering,

                  (5) Common Stock issued in a bona fide private placement to
         non-affiliates of the Company, including without limitation the
         issuance of equity as consideration or partial consideration for
         acquisitions from persons that are not affiliates of the Company.

                  (e) ADJUSTMENT FOR CONVERTIBLE SECURITIES ISSUE.

                  If the Company issues any securities convertible into or
exchangeable for Common Stock (other than securities issued in transactions
described in subsections (b) and (c) of this Section 11) for a consideration per
share of Common Stock initially deliverable upon conversion or exchange of such
securities less than the current market price per share on the date of issuance
of such securities, the number of shares of Common Stock issuable upon exercise
of each Warrant shall be adjusted in accordance with this formula:

                  N'    =    N    x         O     +     D
                                            -------------
                                            O   +   P/M

                  where:

         N' = the adjusted number of shares of Common Stock issuable upon
              exercise of each Warrant.



                                      -12-
<PAGE>   16

         N = the current number of shares of Common Stock issuable upon
             exercise of each Warrant.

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

         P = the aggregate consideration received for the issuance of such
             securities.

         M = the current market price per share on the date of issuance of such
             securities.

         D = the maximum number of shares deliverable upon conversion or
             in exchange for such securities at the initial conversion or
             exchange 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 or
exchange of such securities have not been issued when such securities are no
longer outstanding, then the number of shares of Common Stock issuable upon
exercise of each Warrant shall promptly be readjusted to what it would have been
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 or
exchange of such securities.

                  This subsection (e) does not apply to:

                  (1) convertible securities issued in a bona fide public
         offering or

                  (2) convertible securities issued in a bona fide private
         placement to non-affiliates of the Company, including the issuance of
         convertible securities as consideration or partial consideration for
         acquisitions from persons that are not affiliates of the Company.

                  (f) CURRENT MARKET PRICE.

                  In subsections (b), (c), (d) and (e) of this SECTION 11, the
current market price per share of Common Stock on any date is the average of the
Quoted Prices of the Common Stock for 20 consecutive trading days commencing 30
trading days before the date in question. The "QUOTED PRICE" of the Common Stock
is the last reported sales price of the Common Stock as reported by the Nasdaq
National Market, or if the Common Stock is listed on a securities exchange, the
last reported sales price of the Common Stock on such exchange which shall be
for consolidated trading if applicable to such exchange, or if neither so
reported or listed, the last reported bid price of the Common Stock. In the
absence of one or more such quotations, the Board of Directors of the Company
shall determine the current market price on the basis of such quotations as it
reasonably considers appropriate.



                                      -13-
<PAGE>   17

                  (g) CONSIDERATION RECEIVED.

                  For purposes of any computation respecting consideration
received pursuant to subsections (d) and (e) of this SECTION 11, 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, provided that
         in no case shall any deduction be made for any commissions, discounts
         or other expenses incurred by the Company for any underwriting or other
         sale or disposition 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 as
         reasonably determined by the Board of Directors of the Company
         (irrespective of the accounting treatment thereof) and described in a
         Board resolution which shall be filed with the Warrant Agent; and

                  (3) in the case of the issuance of securities convertible into
         or exchangeable for shares, 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 or exchange thereof for the maximum number of shares used to
         calculate the adjustment (the consideration in each case to be
         determined in the same manner as provided in clauses (1) and (2) of
         this subsection).

                  (h) WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED.

                  No adjustment in the number of shares of Common Stock issuable
upon exercise of each Warrant need be made unless the adjustment would require
an increase or decrease of at least 1% in such number. Any adjustments that are
not made shall be carried forward and taken into account in any subsequent
adjustment.

                  All calculations under this SECTION 11 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.

                  (i) WHEN NO ADJUSTMENT REQUIRED.

                  No adjustment need be made for a transaction referred to in
subsections (b), (c), (d) or (e) of this SECTION 11 if Warrant holders are to
participate, without requiring the Warrants to be exercised, in the transaction
on a basis and with notice that the Board of Directors of the Company reasonably
determines to be fair and appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction.



                                      -14-
<PAGE>   18

                  No adjustment need be made for a change in the par value or no
par value of the Common Stock.

                  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.

                  (j) NOTICE OF ADJUSTMENT.

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is adjusted, the Company shall provide the notices
required by SECTION 13 hereof.

                  (k) VOLUNTARY REDUCTION.

                  The Company from time to time may increase the number of
shares of Common Stock issuable upon exercise of each Warrant by any amount for
any period of time (including, without limitation, permanently) if such period
is at least 5 days.

                  Whenever the number of shares of Common Stock issuable upon
exercise of each Warrant is increased, the Company shall mail to Warrant holders
a notice of the increase. The Company shall mail the notice at least 15 days
before the date the increased Exercise Price takes effect. The notice shall
state the increased number of shares of Common Stock issuable upon exercise of
each Warrant and the period it will be in effect.

                  A voluntary increase of the number of shares of Common Stock
issuable upon exercise of each Warrant does not change or adjust the number of
shares of Common Stock issuable upon exercise of each Warrant for purposes of
subsections (a), (b), (c), (d) and (e) of this SECTION 11.

                  (l) NOTICE OF CERTAIN TRANSACTIONS.

                  If:

                  (1) the Company takes any action that would require an
         adjustment in the Exercise Price pursuant to subsections (a), (b), (c),
         (d) or (e) of this SECTION 11 and if the Company does not arrange for
         Warrant holders to participate pursuant to subsection (i) of this
         SECTION 11;

                  (2) the Company takes any action that would require a
         supplemental Warrant Agreement pursuant to subsection (m) of this
         SECTION 11; or

                  (3) there is a liquidation or dissolution of the Company,



                                      -15-
<PAGE>   19

the Company shall mail to Warrant holders a notice stating the proposed record
date for a dividend or distribution or the proposed effective date of a
subdivision, combination, reclassification, consolidation, merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least 15
days before such date. Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.

                  (m) REORGANIZATION OF COMPANY.

                  If the Company consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any person, upon
consummation of such transaction the Warrants shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of a Warrant would have owned immediately after the consolidation,
merger, transfer or lease if such holder had exercised the Warrant immediately
before the effective date of the transaction; PROVIDED that (i) if the holders
of Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets for which
each Warrant shall become exercisable shall be deemed to be the kind and amount
so receivable per share by a plurality of the holders of Common Stock in such
consolidation or merger or (ii) if a tender or exchange offer shall have been
made to and accepted by the holders of Common Stock under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the outstanding shares of Common Stock, the holder of a
Warrant shall be entitled to receive the highest amount of cash, securities or
other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the
Common Stock held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the consummation of such
tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this SECTION 11. Concurrently with the consummation of any such
transaction, the corporation or other entity formed by or surviving any such
consolidation or merger if other than the Company, or the person to which such
sale or conveyance shall have been made, shall enter into a supplemental Warrant
Agreement so providing and further providing for adjustments which shall be as
nearly equivalent as may be practical to the adjustments provided for in this
Section. The successor Company shall mail to Warrant holders a notice describing
the supplemental Warrant Agreement.

                  If the issuer of securities deliverable upon exercise of
Warrants under the supplemental Warrant Agreement is an affiliate of the formed,
surviving, transferee or lessee corporation, that issuer shall join in the
supplemental Warrant Agreement.



                                      -16-
<PAGE>   20

                  If this subsection (m) applies, subsections (a), (b), (c), (d)
and (e) of this SECTION 11 do not apply.

                  (n) WARRANT AGENT'S DISCLAIMER.

                  The Warrant Agent has no duty to determine when an adjustment
under this SECTION 11 should be made, how it should be made or what it should
be. The Warrant Agent has no duty to determine whether any provisions of a
supplemental Warrant Agreement under subsection (m) of this SECTION 11 are
correct. The Warrant Agent makes no representation as to the validity or value
of any securities or assets issued upon exercise of Warrants. The Warrant Agent
shall not be responsible for the Company's failure to comply with this Section.

                  (o) WHEN ISSUANCE OR PAYMENT MAY BE DEFERRED.

                  In any case in which this Section 11 shall require that an
adjustment in the number of shares of Common Stock issuable upon exercise of
each Warrant be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to the
holder of any Warrant exercised after such record date the Warrant Shares and
other capital stock of the Company, if any, issuable upon such exercise over and
above the Warrant Shares and other capital stock of the Company, if any,
issuable upon such exercise on the basis of the number of shares of Common Stock
issuable upon exercise of each Warrant and (ii) paying to such holder any amount
in cash in lieu of a fractional share pursuant to SECTION 12 hereof; PROVIDED,
HOWEVER, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
Warrant Shares, other capital stock and cash upon the occurrence of the event
requiring such adjustment.

                  (p) ADJUSTMENT IN EXERCISE PRICE.

                  Upon each event that provides for an adjustment of the number
of shares of Common Stock issuable upon exercise of each Warrant pursuant to
this SECTION 11, each Warrant outstanding prior to the making of the adjustment
shall thereafter shall have an adjusted Exercise Price (calculated to the
nearest ten millionth) obtained from the following formula:

                   E'    =    E              x                 N
                                                              --
                                                               N'

                   where:

                  E'= the adjusted Exercise Price.

                  E = the Exercise Price prior to adjustment.



                                      -17-
<PAGE>   21

                  N'= the adjusted number of Warrant Shares issuable upon
                      exercise of a Warrant by payment of the adjusted Exercise
                      Price.

                  N = the number of Warrant Shares previously issuable
                      upon exercise of a Warrant by payment of the Exercise
                      Price prior to adjustment.

                  Following any adjustment to the Exercise Price pursuant to
this SECTION 11, the amount payable, when adjusted and together with any
consideration allocated to the issuance of the Warrants, shall never be less
than the par value per Warrant Share at the time of such adjustment. Such
adjustment shall be made successively whenever any event listed above shall
occur.

                  (q) FORM OF WARRANTS.

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

                  (r) OTHER DILUTIVE EVENTS.

                  In case any event shall occur affecting the Company, as to
which the provisions of this SECTION 11 are not strictly applicable, but would
impact the holders of Warrants adversely as compared to holders of Common Stock,
and the failure to make any adjustment would not fairly protect the purchase
rights represented by the Warrants as decided by a majority vote of the
Company's outside Directors in accordance with the essential intent and
principles of this Section then, in each such case, the Company shall appoint a
firm of independent public accountants, investment banking or other appraisal
firm of recognized national standing which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in this SECTION 11, necessary to preserve, without
dilution, the purchase rights represented by the Warrants.

                  SECTION 12. FRACTIONAL INTERESTS. The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If more
than one Warrant shall be presented for exercise in full at the same time by the
same holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this SECTION 12,
be issuable on the exercise of any Warrants (or specified portion thereof), the
Company shall pay an amount in cash equal to the fair market value on the day
immediately preceding the date the Warrant is presented for exercise, multiplied
by such fraction. The Company shall not be required to issue fractional Warrant
Shares on the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of full
Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares purchasable on
exercise of the Warrants so presented. If any fraction of a Warrant Share would,
except for the provisions of this SECTION 12, be issuable on the exercise of any
Warrants (or specified portion thereof), the Company shall pay an amount in cash
equal to the fair market value on the day immediately preceding the date the
Warrant is presented for exercise, multiplied by such fraction.



                                      -18-
<PAGE>   22

                  Warrants may be issued in fractional interests. Holders of
fractional interests in Warrants will be entitled to purchase a number of
Warrant Shares equal to the product obtained by multiplying the number of
Warrant Shares issuable with respect to a full Warrant multiplied by the
fractional interest owned by such holder in the Warrant.

                  SECTION 13. NOTICES TO WARRANT HOLDERS. Upon any adjustment of
the number of shares or Exercise Price pursuant to SECTION 11, the Company shall
within five days, (i) cause to be filed with the Warrant Agent a certificate
executed by the Chief Financial Officer of the Company setting forth the number
of shares of common stock issuable upon exercise of each Warrant after such
adjustment and setting forth in reasonable detail the method of calculation and
the facts upon which such calculations are based, and (ii) cause to be given to
each of the registered holders of the Warrant Certificates at his address
appearing on the Warrant register written notice of such adjustments by
first-class mail, postage prepaid. Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this SECTION 13. The Warrant Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of such adjustment unless and until it
shall have received such certificate.

                  In case:

                  (a) the Company shall authorize the issuance to all holders of
shares of Common Stock of rights, options or warrants to subscribe for or
purchase shares of Common Stock or of any other subscription rights or warrants;
or

                  (b) the Company shall authorize the distribution to all
holders of shares of Common Stock of evidences of its indebtedness or assets
(other than regular cash dividends or dividends payable in shares of Common
Stock or distributions referred to in subsection (b) of SECTION 11 hereof); or

                  (c) of any consolidation or merger to which the Company is a
party and for which approval of any shareholders of the Company is required, or
of the conveyance or transfer of the properties and assets of the Company
substantially as an entirety, or of any reclassification or change of Common
Stock issuable upon exercise of the Warrants (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or a tender offer or exchange offer for
shares of Common Stock; or

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

                  (e) the Company proposes to take any action (other than
actions of the character described in SECTION 11(A) hereof) which would require
an adjustment to the number or type of securities issuable upon exercise of the
Warrants pursuant to SECTION 11 hereof;



                                      -19-
<PAGE>   23

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of the Warrant Certificates at his
address appearing on the Warrant register, at least 5 calendar days prior to the
applicable record date hereinafter specified, or as promptly as practicable
under the circumstances in the case of events for which there is no record date,
by first-class mail, postage prepaid, a written notice stating (i) the date as
of which the holders of record of shares of Common Stock to be entitled to
receive any such rights, options, warrants or distribution are to be determined,
or (ii) the initial expiration date set forth in any tender offer or exchange
offer for shares of Common Stock, or (iii) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up is expected to become effective or consummated, and the date as of which it
is expected that holders of record of shares of Common Stock shall be entitled
to exchange such shares for securities or other property, if any, deliverable
upon such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up. The failure to give the notice required
by this SECTION 13 or any defect therein shall not affect the legality or
validity of any distribution, right, option, warrant, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any action.

                  Nothing contained in this Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the holders thereof the right
to vote or to consent or to receive notice as shareholders in respect of the
meetings of shareholders or the election of Directors of the Company or any
other matter, or any rights whatsoever as shareholders of the Company.

                  SECTION 14. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT
AGENT. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor warrant agent under
the provisions of SECTION 16. In case at the time such successor to the Warrant
Agent shall succeed to the agency created by this Agreement, and in case at that
time any of the Warrant Certificates shall have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of
the Warrant Certificates shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor to the Warrant
Agent; and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

                  In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent whose name has been changed
may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name, and in all such cases such Warrant Certificates shall have the
full force and effect provided in the Warrant Certificates and in this
Agreement.



                                      -20-
<PAGE>   24

                  SECTION 15. WARRANT AGENT. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement (and no implied duties or
obligations shall be read into this Agreement against the Warrant Agent) upon
the following terms and conditions, by all of which the Company and the holders
of Warrants, by their acceptance thereof, shall be bound:

                  (a) The statements contained herein and in the Warrant
Certificates shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

                  (b) The Warrant Agent shall not be responsible for any failure
of the Company to comply with any of the covenants contained in this Agreement
or in the Warrant Certificates to be complied with by the Company.

                  (c) The Warrant Agent may consult at any time with counsel of
its own selection (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any holder of
any Warrant Certificate in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of
such counsel.

                  (d) The Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant Certificate for
any action taken in reliance on any Warrant Certificate, certificate of shares,
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument (whether in its original or facsimile form) believed by
it to be genuine and to have been signed, sent or presented by the proper party
or parties.

                  (e) The Company agrees to pay to the Warrant Agent such
compensation for all services rendered by the Warrant Agent in the
administration and execution of this Agreement as the Company and the Warrant
Agent shall agree in writing, to reimburse the Warrant Agent for all reasonable
expenses, taxes and governmental charges and other charges of any kind and
nature incurred by the Warrant Agent in the execution of this Agreement
(including reasonable fees and expenses of its counsel) and to indemnify the
Warrant Agent (and any predecessor Warrant Agent) and save it harmless against
any and all claims (whether asserted by the Company, a holder or any other
person), damages, losses, expenses (including taxes other than taxes based on
the income of the Warrant Agent), liabilities, including judgments, costs and
counsel fees and expenses, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of its gross negligence or
willful misconduct. The provisions of this SECTION 15(E) shall survive the
expiration of the Warrants and the termination of this Agreement.



                                      -21-
<PAGE>   25

                  (f) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more registered holders
of Warrant Certificates shall furnish the Warrant Agent with security and
indemnity reasonably satisfactory to it for any costs and expenses which may be
incurred, but this provision shall not affect the power of the Warrant Agent to
take such action as it may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or under any of
the Warrants may be enforced by the Warrant Agent without the possession of any
of the Warrant Certificates or the production thereof at any trial or other
proceeding relative thereto, and any such action, suit or proceeding instituted
by the Warrant Agent shall be brought in its name as Warrant Agent and any
recovery of judgment shall be for the ratable benefit of the registered holders
of the Warrants, as their respective rights or interests may appear.

                  (g) The Warrant Agent, and any stockholder, director, officer
or employee of it, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not 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.

                  (h) The Warrant Agent shall act hereunder solely as agent for
the Company, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything which it may do or refrain
from doing in connection with this Agreement except for its own gross negligence
or willful misconduct.

                  (i) The Warrant Agent shall not at any time be under any duty
or responsibility to any holder of any Warrant Certificate to make or cause to
be made any adjustment of the Exercise Price or number of the Warrant Shares or
other securities or property deliverable as provided in this Agreement, or to
determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method employed in making the same. The Warrant Agent shall not
be accountable with respect to the validity or value or the kind or amount of
any Warrant Shares or of any securities or property which may at any time be
issued or delivered upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other securities will when issued be validly issued
and fully paid and nonassessable, and makes no representation with respect
thereto.

                  (j) Notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Warrant Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority prohibiting or otherwise restraining
performance of such obligation; PROVIDED that the Company must use its
reasonable best efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.



                                      -22-
<PAGE>   26

                  (k) Any application by the Warrant Agent for written
instructions from the Company may, at the option of the Warrant Agent, set forth
in writing any action proposed to be taken or omitted by the Warrant Agent under
this Agreement and the date on and/or after which such action shall be taken or
such omission shall be effective. The Warrant Agent shall not be liable for any
action taken by, or omission of, the Warrant Agent in accordance with a proposal
included in such application on or after the date specified in such application
(which date shall not be less than three Business Days after the date any
officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

                  (l) 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 there shall be reasonable grounds for believing that repayment of such
funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

                  (m) In addition to the foregoing, the Warrant Agent shall be
protected and shall incur no liability for, or in respect of, any action taken
or omitted by it in connection with its administration of this Agreement if such
acts or omissions are in reliance upon (i) the proper execution of the
certification concerning beneficial ownership appended to the form of assignment
and the form of the election attached hereto unless the Warrant Agent shall have
actual knowledge that, as executed, such certification is untrue, or (ii) the
non-execution of such certification including, without limitation, any refusal
to honor any otherwise permissible assignment or election by reason of such
non-execution.



                                      -23-
<PAGE>   27

                  SECTION 16. CHANGE OF WARRANT AGENT. If the Warrant Agent
shall become incapable of acting as Warrant Agent, the Company shall appoint a
successor to such Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of
such incapacity by the Warrant Agent or by the registered holder of a Warrant
Certificate, then the registered holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a successor to the
Warrant Agent. Pending appointment of a successor to such Warrant Agent, either
by the Company or by such a court, the duties of the Warrant Agent shall be
carried out by the Company. The holders of a majority of the unexercised
Warrants shall be entitled at any time to remove the Warrant Agent and appoint a
successor to such Warrant Agent. Such successor to the Warrant Agent need not be
approved by the Company or the former Warrant Agent. After appointment the
successor to the Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent
without further act or deed; but the former Warrant Agent upon payment of all
fees and expenses due it and its agents and counsel shall deliver and transfer
to the successor to the Warrant Agent any property at the time held by it
hereunder and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Failure to give any notice provided for in this
SECTION 16, however, or any defect therein, shall not affect the legality or
validity of the appointment of a successor to the Warrant Agent.

                  SECTION 17. NOTICES TO COMPANY AND WARRANT. Any notice or
demand authorized by this Agreement to be given or made by the Warrant Agent or
by the registered holder of any Warrant Certificate to or on the Company shall
be sufficiently given or made when and if deposited in the mail, first class or
registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:

                                    ANC Rental Corporation
                                    200 South Andrews Avenue
                                    Fort Lauderdale, Florida
                                    Attention:  Chief Financial Officer

                  In case the Company shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in the
location thereof, presentations may be made and notices and demands may be
served at the principal office of the Warrant Agent.

                  Any notice pursuant to this Agreement to be given by the
Company or by the registered holder(s) of any Warrant Certificate to the Warrant
Agent shall be sufficiently given when and if deposited in the mail, first-class
or registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company) to the Warrant Agent as follows:

                                    The Bank of New York
                                    101 Barclay Street, Floor 21W
                                    New York, New York 10286
                                    Attention: Corporate Trust Administration

                  SECTION 18. SUPPLEMENTS AND AMENDMENTS. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any holders of Warrant Certificates in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Agent may deem necessary or desirable and which shall
not in any way materially adversely affect the interests of the holders of
Warrant Certificates. Notwithstanding anything in this Agreement to the
contrary, the prior written consent of the Warrant Agent must be obtained in
connection with any supplement or amendment which alters the rights or duties of
the Warrant Agent. The Company and the Warrant Agent may amend any provision
herein with the consent of the holders of Warrants exercisable for a majority of
the Warrant Shares issuable on exercise of all outstanding Warrants; provided
that for purposes of the foregoing only, the Administrative Agent shall be
deemed to be the holder of any Warrants that have not been released from escrow.



                                      -24-
<PAGE>   28

                  SECTION 19. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 20. TERMINATION. This Agreement will terminate on any
earlier date if all Warrants have been exercised or expired without exercise.
The provisions of SECTION 15 hereof shall survive such termination.

                  SECTION 21. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.

                  SECTION 22. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Warrant Agent and the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Agreement,
and this Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the registered holders of the Warrant Certificates.

                  SECTION 23. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.



                                      -25-
<PAGE>   29

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

                                     ANC RENTAL CORPORATION

                                     By  /s/  LELAND F. WILSON
                                         -----------------------------------
                                         Title: Vice President and Treasurer

                                     THE BANK OF NEW YORK

                                     By  /s/  ANNETTE KOS
                                         -----------------------------------
                                         Title:  Vice President



                                      -26-
<PAGE>   30

                                                                     EXHIBIT A

                          [Form of Warrant Certificate]

                                     [Face]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SAID SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.

EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON ____ __, 2010.




                                      -1-
<PAGE>   31


No. _____                                                     _______ Warrants


                               Warrant Certificate

                             ANC RENTAL CORPORATION

                  This Warrant Certificate certifies that
________________________, or registered assigns, is the registered holder of
__________ Warrants expiring ____ __, 2010 (the "WARRANTS") to purchase shares
of Common Stock, $.01 par value (the "COMMON STOCK"), of ANC Rental Corporation,
a Delaware corporation (the "COMPANY"). Each Warrant entitles the holder upon
exercise to receive from the Company on or before 5:00 p.m. New York City Time
on ____ __, 2010, that number of fully paid and nonassessable shares of Common
Stock (each, a "WARRANT Share") as set forth below at the exercise price (the
"EXERCISE PRICE") as determined pursuant to the Warrant Agreement referenced
below payable in lawful money of the United States of America upon surrender of
this Warrant Certificate and payment of the Exercise Price at the office or
agency of the Warrant Agent, but only subject to the conditions set forth herein
and in the Warrant Agreement referred to on the reverse hereof. Notwithstanding
the foregoing, Warrants may be exercised without the exchange of funds pursuant
to the net exercise provisions of Section 6 of the Warrant Agreement.

                  Each Warrant is initially exercisable for one share of Common
Stock. The number of Warrant Shares issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence after the Spin-Off Date of certain
events set forth in the Warrant Agreement.

                  The initial Exercise Price per share of Common Stock for any
Warrant shall be equal to $0.01 per share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

                  No warrant may be exercised after 5:00 p.m. New York City Time
on ____ __, 2010 and to the extent not exercised by such time such warrants
shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed and construed in
accordance with the internal laws of the State of New York.


                                      -2-
<PAGE>   32


                                               ANC RENTAL CORPORATION

                                               By:
                                                 ------------------------------
                                                  [Name]
                                                  President

                                               By:
                                                 ------------------------------
                                                  [Name]
                                                  Secretary

Countersigned:

Dated:

---------------------------------,
as Warrant Agent

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



                                      -3-


<PAGE>   33



                          [Form of Warrant Certificate]

                                    [Reverse]

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants expiring ____ __, 2010 entitling the holder
on exercise to receive shares of Common Stock, par value $0.01 per share, of the
Company (the "COMMON STOCK"), and are issued or to be issued pursuant to a
Warrant Agreement dated as of June __, 2000 (the "WARRANT AGREEMENT"), duly
executed and delivered by the Company to _______________, a ______________
corporation, as warrant agent (the "WARRANT AGENT"), which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "HOLDERS" or "HOLDER" meaning the registered holders
or registered holder) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.

                  Warrants may be exercised at any time on or before 5:00 p.m.
New York City time on ____ __, 2010. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate,
with the form of election to purchase set forth hereon properly completed and
executed, together with payment of the Exercise Price as specified in the
Warrant Agreement at the office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his assignee a new Warrant Certificate evidencing the
number of Warrants not exercised. No adjustment shall be made for any dividends
on any Common Stock issuable upon exercise of this Warrant.

                  The Warrant Agreement provides that upon the occurrence of
certain events the number of Warrant Shares set forth on the face hereof may,
subject to certain conditions, be adjusted. No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

                  The holders of the Warrants are entitled to certain
registration rights with respect to the Common Stock purchasable upon exercise
thereof. Said registration rights are set forth in full in a Registration Rights
Agreement dated as of June __, 2000, among the Company and certain investors
named therein. A copy of the Registration Rights Agreement may be obtained by
the holder hereof upon written request to the Company or the Warrant Agent.



                                      -4-

<PAGE>   34


                  Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the registered holder thereof in
person or by legal representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the aggregate a
like number of Warrants.

                  Upon due presentation for registration of transfer of this
Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


                                      -5-

<PAGE>   35


                              Election to Purchase

                    (To Be Executed Upon Exercise Of Warrant)

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive __________ shares of
Common Stock and herewith tenders payment for such shares to the order of ANC
Rental Corporation in the amount of $______ in accordance with the terms hereof
unless the holder is exercising Warrants pursuant to the net exercise provisions
of Section 6 of the Warrant Agreement. The undersigned requests that a
certificate for such shares be registered in the name of __________________,
whose address is _______________________________ and that such shares be
delivered to ________________ whose address is ___________
______________________. If said number of shares is less than all of the shares
of Common Stock purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such shares be
registered in the name of ______________, whose address is
_________________________, and that such Warrant Certificate be delivered to
_________________, whose address is __________________.

                                                    Signature:

Date:

                                                    Signature Guaranteed:




                                      -6-