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                                                                    EXHIBIT 10.6



                                WARRANT AGREEMENT

                            DATED AS OF MAY 31, 2000

                                      AMONG

                         HUNTSMAN PACKAGING CORPORATION

                                       AND

                               THE INITIAL HOLDERS
                           LISTED ON SCHEDULE I HERETO



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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                         PAGE

<S>                                                                                                       <C>
ARTICLE I DEFINITIONS......................................................................................1

    1.1       DEFINITIONS..................................................................................1
    1.2       ACCOUNTING TERMS AND DETERMINATIONS..........................................................6
    1.3       RULES OF CONSTRUCTION........................................................................6

ARTICLE II ISSUANCE OF WARRANTS; RESERVATION OF WARRANT SHARES.............................................6

    2.1       ISSUANCE OF WARRANTS TO INITIAL HOLDERS; WARRANT AGREEMENT...................................6
    2.2       RESERVATION OF WARRANT SHARES................................................................6

ARTICLE III CERTAIN ADMINISTRATIVE PROVISIONS..............................................................7

    3.1       FORM OF WARRANT; REGISTER....................................................................7
    3.2       EXCHANGE OF WARRANTS FOR WARRANTS............................................................7
    3.3       MECHANICS OF TRANSFER OF WARRANTS............................................................8
    3.4       STOCKHOLDERS' AGREEMENT......................................................................9

ARTICLE IV EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES................................................9

    4.1       EXERCISE OF WARRANTS; EXPIRATION.............................................................9
    4.2       EXCHANGE FOR WARRANT SHARES..................................................................9
    4.3       ISSUANCE OF COMMON STOCK....................................................................10

ARTICLE V ADJUSTMENT OF EXERCISE PRICE AND SHARES.........................................................12

    5.1       GENERAL.....................................................................................12
    5.2       STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS..............................................12
    5.3       ISSUANCE OF COMMON STOCK....................................................................12
    5.4       DISTRIBUTIONS OF ASSETS OR SECURITIES OTHER THAN COMMON STOCK...............................16
    5.5       CAPITAL REORGANIZATION, CAPITAL RECLASSIFICATIONS, MERGER, ETC..............................16
    5.6       OTHER ACTIONS AFFECTING COMMON STOCK........................................................17
    5.7       MISCELLANEOUS...............................................................................17

ARTICLE VI COVENANTS OF THE COMPANY.......................................................................19

    6.1       NOTICES OF CERTAIN ACTIONS..................................................................19
    6.2       MERGER OR CONSOLIDATION OF THE COMPANY......................................................20
    6.3       INFORMATION RIGHTS..........................................................................20
    6.4       PAYMENTS IN RESPECT OF DIVIDENDS AND DISTRIBUTIONS..........................................20

ARTICLE VII MISCELLANEOUS.................................................................................21

    7.1       NOTICES.....................................................................................21
    7.2       NO VOTING RIGHTS; LIMITATION OF LIABILITY...................................................22
    7.3       AMENDMENTS AND WAIVERS......................................................................22
    7.4       REMEDIES....................................................................................22
    7.5       BINDING EFFECT..............................................................................22
    7.6       COUNTERPARTS................................................................................23
    7.7       GOVERNING LAW...............................................................................23
    7.8       BENEFITS OF THIS AGREEMENT..................................................................23
    7.9       HEADINGS....................................................................................23
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                                     - i -
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SCHEDULE I                            -     Initial Warrant Holders

EXHIBIT A                             -     Form of Warrant


                                     - ii -

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                                                            WARRANT AGREEMENT
                                                dated as of May 31, 2000, among
                                                HUNTSMAN PACKAGING CORPORATION,
                                                a Utah corporation (the
                                                "COMPANY"), and the initial
                                                warrant holders listed on
                                                Schedule I hereto (the "INITIAL
                                                HOLDERS").

                                    PREAMBLE

              The Company is entering into a Securities Purchase Agreement dated
as of the date hereof with the Initial Holders (the "SECURITIES PURCHASE
AGREEMENT") pursuant to which the Company is issuing to the Initial Holders (i)
100,000 shares of Series A Cumulative Exchangeable Redeemable Preferred Stock
(the "PREFERRED STOCK") and (ii) Warrants (as defined below) to purchase 43,242
shares of the Company's common stock. This Agreement sets forth terms and
conditions applicable to the Warrants.

              NOW, THEREFORE, the parties to this Agreement hereby agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

1.1    DEFINITIONS.

              As used in this Agreement, the following terms shall have the
following meanings:


              "AFFILIATE" means, with respect to any specified Person, any other
Person that directly or indirectly through one or more intermediaries Controls,
is Controlled by or is under common Control with such Person.

              "APPLICABLE LAW" means all provisions of laws, statutes,
ordinances, rules, regulations, permits, certificates or orders of any
Governmental Authority applicable to the Person in question or any of its assets
or property, and all judgments, injunctions, orders and decrees of all courts
and arbitrators in proceedings or actions in which the Person in question is a
party or by which any of its assets or properties are bound.

              "ASSIGNMENT FORM" means the assignment form attached as Annex C to
a Warrant.

              "BOARD" means the board of directors of the Company.

              "BUSINESS DAY" means any day that is not (a) Pioneer Day in the
State of Utah, (b) a Saturday, Sunday, or legal holiday or (c) any other day on
which banks are not required to be open in New York, New York; provided,
however, that any determination of a Business Day relating to a securities
exchange or other securities market means a Business Day on which such exchange
or market is open for trading.


<PAGE>   5

              "CLOSING DATE" has the meaning given to such term in the
Securities Purchase Agreement.

              "COMMISSION" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

              "COMMON STOCK" means (i) the Common Stock, no par value, of the
Company, and (ii) any other class of capital stock of the Company hereafter
authorized that is not limited to a fixed sum or percentage of par or stated or
liquidation value with respect to the rights of the holders thereof to
participate in dividends or in the distribution of assets upon any liquidation,
dissolution or winding up of the Company.

              "COMPANY" has the meaning given to such term in the Preamble.

              "CONTROL" means, with respect to any Person, the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by contract or otherwise. "CONTROL", used as a verb, has a
correlative meaning.

              "CONVERTIBLE SECURITIES" has the meaning given to such term in
Section 5.3(b)(i).

              "DELIVERY DATE" has the meaning given to such term in Section
4.3(a).

              "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

              "EXCHANGE FORM" means the exchange form attached as Annex B to a
Warrant.

              "EXCHANGE NUMBER" has the meaning given to such term in Section
4.2.

              "EXERCISE FORM" means the exercise form attached as Annex A to a
Warrant.

              "EXERCISE PRICE" means $0.01 per Warrant Share, subject to
adjustment from time to time in the manner provided in Article V.

              "EXPIRATION TIME" means 5:00 p.m., Eastern time, on May 31, 2011.

              "FULLY DILUTED BASIS" means, with respect to the Common Stock at
any time of determination, the number of shares of Common Stock that would be
issued and outstanding at such time, assuming full conversion, exercise and
exchange of all issued and outstanding Convertible Securities and Options that
shall be (or may become) exchangeable for, or exercisable or convertible into,
Common Stock, including the Warrants, except that the number of shares of Common
Stock outstanding on a Fully Diluted Basis shall not include the number of
shares of Common Stock issuable upon exercise, conversion or exchange of Options
or Convertible Securities that, at the time of determination, are Out of the
Money.

              "GAAP" means generally accepted accounting principles in the
United States of America in effect from time to time.

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              "GOVERNMENTAL AUTHORITY" means any federal, state, municipal or
other government, governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case whether of the United States of
America or of any other country, or of any political subdivision thereof.

              "HOLDER" means with respect to any Warrant, the holder of such
Warrant as set forth in the Warrant Register.

              "MARKET PRICE" means, for any security as of any date of
determination, the price per share or other applicable unit determined as
follows:

          (a)  if such security is Publicly Traded as of the date of
               determination, the price shall be determined by computing the
average, over a period consisting of the most recent twenty-one (21) Business
Days occurring on or prior to the date of determination, of the applicable price
set forth below (but excluding any trades or quotations that are not bona fide,
arm's length transactions):

               (i)  the average of the closing prices for such security on such
     Business Day on all domestic national securities exchanges on which such
     security may be listed if such exchanges are the primary securities markets
     for such security, or

               (ii) if there have been no sales on any such exchange on such
     Business Day, the average of the highest bid and lowest asked prices on all
     such exchanges at the end of such Business Day if such exchanges are the
     primary securities markets for such security, or

               (iii) if on any Business Day such security is not so listed, the
     closing sales price on such Business Day quoted on the Nasdaq National
     Market or the Nasdaq Small-Cap Market, as applicable, or if there have been
     no sales on the Nasdaq National Market or the Nasdaq Small-Cap Market, as
     the case may be, on such Business Day, the average of the highest bid and
     lowest asked prices quoted on the Nasdaq National Market or the Nasdaq
     Small-Cap Market, as the case may be;

               (iv) if on any Business Day such security is not so listed and
     not quoted in the Nasdaq National Market or Nasdaq Small-Cap Market, the
     average of the highest bid and lowest asked prices on such Business Day in
     the domestic over-the-counter market as reported by the National Quotation
     Bureau, Incorporated, or any similar successor organization;

provided, however, that (1) for the purposes of any determination of the "Market
Price" of any share of a security on any day after the "ex" date or any similar
date for any dividend or distribution paid or to be paid with respect to such
security, any price of such security on a day prior to such "ex" date or similar
date shall be reduced by the fair market value of the per share amount of such
dividend or distribution as determined in good faith by the Board of Directors
of the Company and (2) for the purposes of any determination of the "Market
Price" of any security on any day on or after (i) the effective day of any
subdivision (by stock split or otherwise) or combination (by reverse stock split
or otherwise) of outstanding securities or (ii) the "ex" date or any similar
date for any dividend or distribution with respect to such securities in shares
of that



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security, any price of such security on a day prior to such effective
date or "ex" date or similar date shall be appropriately adjusted to reflect
such subdivision, combination, dividend or distribution; and

         (b)      if such security is not Publicly Traded as of the date of
determination, in the case of the Common Stock, the Market Value Per Share, and,
in the case of any other security, the fair market value of one share or other
applicable unit of such security, shall be determined in good faith by the Board
exercising reasonable business judgment.

              "MARKET VALUE" means the highest price that would be paid for the
entire common equity interest in the Company on a going-concern basis in a
single arm's-length transaction between a willing buyer and a willing seller
(neither acting under compulsion), using valuation techniques then prevailing in
the securities industry and assuming full disclosure of all relevant information
and a reasonable period of time for effectuating such sale. For the purposes of
determining Market Value, (i) the exercise price of Options to acquire Common
Stock that are not Out of the Money shall be deemed to have been received by the
Company and (ii) the liquidation preference or indebtedness, as the case may be,
represented by Convertible Securities that are not Out of the Money shall be
deemed to have been eliminated or cancelled.

              "MARKET VALUE PER SHARE" means the price per share of Common Stock
obtained by dividing (A) the Market Value by (B) the number of shares of Common
Stock outstanding (on a Fully Diluted Basis) at the time of determination.

              "OPTIONS" has the meaning given to such term in Section 5.3(b)(i).

              "OTHER EQUITY DOCUMENTS" means the Registration Rights Agreement
and the Stockholders' Agreement.

              "OUT OF THE MONEY" means, at any date of determination (a) in the
case of an Option, that the aggregate Market Price as of such date of the shares
of Common Stock issuable upon the exercise of such Option is less than the
aggregate exercise price payable upon such exercise and (b) in the case of a
Convertible Security, that the quotient resulting from dividing the Market Price
as of such date of such Convertible Security by the number of shares issuable as
of such date upon conversion or exchange of such Convertible Security is greater
than the Market Price of a share of Common Stock.

              "PERSON" shall be construed as broadly as possible and shall
include an individual or natural person, a partnership (including a limited
liability partnership), a corporation, an association, a joint stock company, a
limited liability company, a trust, a joint venture, an unincorporated
organization and a Governmental Authority.

              "PREFERRED STOCK" has the meaning given to such term in the
Preamble.

              "PUBLICLY TRADED" means, with respect to any security, that such
security is (a) listed on a domestic securities exchange, (b) quoted on the
Nasdaq National Market or the Nasdaq Small-Cap Market or (c) traded in the
domestic over-the-counter market, which trades are reported by the National
Quotation Bureau, Incorporated.

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<PAGE>   8
              "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the date hereof among the Company, the Initial Holders and
the other security holders of the Company party thereto, as the same may be
amended, restated, supplemented or otherwise modified from time to time in
accordance with the provisions thereof.

              "REQUISITE HOLDERS" means, as of any date of determination,
Holders holding Warrants representing at least sixty percent (60%) of the
Warrant Shares that are issuable upon exercise of Warrants then outstanding.

              "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

              "SECURITIES PURCHASE AGREEMENT" has the meaning given to such term
in the Preamble, as the same may amended, restated, supplemented or otherwise
modified from time to time in accordance with the provisions thereof.

              "STOCKHOLDERS' AGREEMENT" means the Stockholders' Agreement dated
as of the date hereof among the Company, the Initial Holders and the other
security holders of the Company party thereto, as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with the provisions thereof.

              "SUBSIDIARY" means, with respect to any Person, any other Person
of which more than fifty percent (50%) of the shares of stock or other interests
entitled to vote in the election of directors or comparable Persons performing
similar functions (excluding shares or other interests entitled to vote only
upon the failure to pay dividends thereon or other contingencies) are at the
time owned or controlled, directly or indirectly through one or more
Subsidiaries, by such Person. Unless the context otherwise requires, the term
"Subsidiary" means a Subsidiary of the Company.

              "TRANSFER" means any sale, transfer, assignment, or other
disposition of any interest in, with or without consideration, any security,
including any disposition of any security or of any interest therein that would
constitute a sale thereof within the meaning of the Securities Act.

              "WARRANT" has the meaning given to such term in Section 3.1(a).

              "WARRANT REGISTER" has the meaning given to such term in Section
3.1(b).

              "WARRANT SHARES" means (a) the shares of Common Stock issued or
issuable upon exercise of a Warrant in accordance with Section 4.1 or upon
exchange of a Warrant in accordance with Section 4.2, (b) all other securities
or other property issued or issuable or delivered or deliverable upon any such
exercise or exchange in accordance with this Agreement and (c) any securities of
the Company distributed with respect to the securities referred to in the
preceding clauses (a) and (b). As used in this Agreement, the phrase "WARRANT
SHARES THEN HELD" by any Holder or Holders means Warrant Shares held at the time
of determination by such Holder or Holders and Warrant Shares issuable upon
exercise of Warrants held at the time of determination by such Holder or
Holders.



                                       5
<PAGE>   9

1.2    ACCOUNTING TERMS AND DETERMINATIONS.

       Except as otherwise may be expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Holders hereunder and under the Warrants shall be prepared, in accordance with
GAAP. All calculations made for the purposes of determining compliance with the
terms of this Agreement and the Warrants shall (except as otherwise may be
expressly provided herein) be made by application of GAAP.

1.3    RULES OF CONSTRUCTION.

       The use in this Agreement of the term "including" means "including,
without limitation." The words "herein," "hereof," "hereunder" and other words
of similar import refer to this Agreement as a whole, including the schedules
and exhibits, as the same may from time to time be amended, modified,
supplemented or restated, and not to any particular section, subsection,
paragraph, subparagraph or clause contained in this Agreement. All references to
sections, schedules and exhibits mean the sections of this Agreement and the
schedules and exhibits attached to this Agreement, except where otherwise
stated. The title of and the section and paragraph headings in this Agreement
are for convenience of reference only and shall not govern or affect the
interpretation of any of the terms or provisions of this Agreement. The use
herein of the masculine, feminine or neuter forms shall also denote the other
forms, as in each case the context may require. Where specific language is used
to clarify by example a general statement contained herein, such specific
language shall not be deemed to modify, limit or restrict in any manner the
construction of the general statement to which it relates. The language used in
this Agreement has been chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied against any party.

                                   ARTICLE II

               ISSUANCE OF WARRANTS; RESERVATION OF WARRANT SHARES

2.1    ISSUANCE OF WARRANTS TO INITIAL HOLDERS; WARRANT AGREEMENT.

       Concurrently with the execution and delivery of this Agreement, the
Company has issued and delivered Warrants, dated as of the date hereof, to the
Initial Holders in accordance with the Securities Purchase Agreement. The
provisions of this Agreement shall apply to all Warrants, and each Holder that
is not a party to this Agreement, by its acceptance of a Warrant, agrees to be
bound by the applicable provisions hereof.

2.2    RESERVATION OF WARRANT SHARES.

       The Company shall at all times have authorized, and reserve and keep
available, free from preemptive or similar rights, for the purpose of enabling
it to satisfy any obligation to issue Warrant Shares upon the exercise or
exchange of each Warrant, the number of authorized but unissued Warrant Shares
issuable upon exercise or exchange of all outstanding Warrants. The Company
shall promptly take all actions necessary to ensure that Warrant Shares shall be
duly authorized and, when issued upon exercise or exchange of any Warrant in
accordance with the terms hereof, shall be validly issued, fully paid and
non-assessable, free and clear of all liens,



                                       6
<PAGE>   10

security interests, charges and other encumbrances or restrictions (except to
the extent of any applicable provisions of this Agreement or any Other Equity
Document) and free and clear of all preemptive or similar rights.

                                  ARTICLE III

                        CERTAIN ADMINISTRATIVE PROVISIONS

3.1    FORM OF WARRANT; REGISTER.

         (a)      Form. Each Warrant issued hereunder shall be in the form of
Exhibit A (each, a "WARRANT") and shall be executed on behalf of the Company by
its Chairman, its President or its Chief Executive Officer and by its Chief
Financial Officer, its Treasurer or its Assistant Treasurer. Each Warrant shall
bear the legend(s) appearing on the first page of such form, except that a
Warrant need not bear any such legend from and after such time as all the
restrictions to which such legend relates no longer apply. Any Warrant may also
bear any other legend applicable thereto. Upon initial issuance, each Warrant
shall be dated as of the date of signature thereof by the Company. Irrespective
of any adjustments in the Exercise Price or the number or kind of shares or
other securities or property issuable upon the exercise of Warrants, any
Warrants theretofore or thereafter issued may, as a matter of form, continue to
express the same Exercise Price and the same number of shares of Common Stock
issuable upon the exercise of such Warrants as were stated in the Warrants
initially issued pursuant the Securities Purchase Agreement. The Company,
however, may at any time in its sole discretion make any change in the form of
Warrant that it may deem appropriate to give effect to such adjustments and that
does not affect the substance of the Warrant, and any Warrant thereafter issued,
whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.

         (b)      Register. Each Warrant issued, exchanged or transferred
hereunder shall be registered in a warrant register (the "WARRANT REGISTER").
The Warrant Register shall set forth the number of each Warrant, the name and
address of the Holder thereof and the original number of Warrant Shares
purchasable upon the exercise thereof. The Warrant Register will be maintained
by the Company and will be available for inspection by any Holder at the
principal office of the Company or such other location as the Company may
designate to the Holders in the manner set forth in Section 8.1. The Company
shall be entitled to treat the Holder of any Warrant as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other Person.

3.2    EXCHANGE OF WARRANTS FOR WARRANTS.

         (a)      Exchange. The Holder may exchange any Warrant or Warrants
issued hereunder for another Warrant or Warrants of like kind and tenor
representing in the aggregate the right to purchase the same number of Warrant
Shares that could be purchased pursuant to the Warrant or Warrants being so
exchanged. In order to effect an exchange permitted by this Section 3.2, the
Holder shall deliver to the Company such Warrant or Warrants accompanied by a
written request signed by the Holder thereof specifying the number and
denominations of Warrants to be issued in such exchange and subject to the
transfer restrictions contained in the Stockholders' Agreement, the names in
which such Warrants are to be issued. As promptly as



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practicable but in any event within five (5) Business Days of receipt of such a
request, the Company shall, without charge, issue, register and deliver to the
Holder thereof each Warrant to be issued in such exchange.

         (b)      Replacement. Upon receipt of evidence reasonably satisfactory
to the Company (an affidavit of the Holder being satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any Warrant, and in the case
of any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company (if the Holder is a financial institution or other
institutional investor, its own indemnity agreement being satisfactory) or, in
the case of any such mutilation, upon surrender of such Warrant, the Company
shall, without charge, issue, register and deliver in lieu of such Warrant a new
Warrant of like kind representing the same rights represented by, and dated the
date of, such lost, stolen, destroyed or mutilated Warrant. Any such new Warrant
shall constitute an original contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
time enforceable by any Person.

         (c)      Expenses. The Company shall pay all expenses and taxes (other
than any applicable income or similar taxes payable by a Holder of a Warrant)
attributable to an exchange or replacement of a Warrant pursuant to this Section
3.2; provided, however, that the Company shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance of any
Warrant in a name other than that of the Holder of the Warrant being exchanged.

3.3    MECHANICS OF TRANSFER OF WARRANTS.

       Subject to the further provisions of this Agreement and the Other Equity
Documents, each Warrant may be transferred, in whole or in part, to an
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act (or any entity in which all of the equity owners are
accredited investors of such types) by the Holder thereof by delivering to the
Company such Warrant accompanied by a properly completed, duly executed,
Assignment Form. As promptly as practicable but in any event within five (5)
Business Days of receipt of such Assignment Form, the Company shall, without
charge, issue, register and deliver to the Holder thereof a new Warrant or
Warrants of like kind and tenor representing in the aggregate the right to
purchase the same number of Warrant Shares that could be purchased pursuant to
the Warrant being transferred. In all cases of transfer by an attorney, the
original power of attorney, duly approved, or a copy thereof, duly certified,
shall be deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced and may be required
to be deposited and remain with the Company in its discretion. The Company shall
not be liable for complying with a request by a fiduciary or nominee of a
fiduciary to register a transfer of any Warrant which is registered in the name
of such fiduciary or nominee, unless made with the actual knowledge that such
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that the Company's
participation therein amounts to bad faith.



                                       8
<PAGE>   12

3.4    STOCKHOLDERS' AGREEMENT.

       Any Person to whom a Warrant is transferred in accordance with this
Article III shall, by acceptance of the Warrant, be deemed to be a party to the
Stockholders' Agreement and shall be bound by and entitled to the benefits
thereunder.

                                   ARTICLE IV

                EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES

4.1    EXERCISE OF WARRANTS; EXPIRATION.

         (a)      On any Business Day on or prior to the Expiration Time, a
Holder may exercise a Warrant, in whole or in part, by delivering to the Company
such Warrant accompanied by a properly completed Exercise Form and a check or
wire transfer in an aggregate amount equal to the product obtained by
multiplying (a) the Exercise Price times (b) the number of Warrant Shares being
purchased. Any partial exercise of a Warrant shall be for a whole number of
Warrant Shares only.

         (b)      A Warrant shall terminate and become void as of the earlier of
(i) the Expiration Time or (ii) the date such Warrant is exercised. The Company
shall give notice not less than 90, and not more than 120, days prior to the
Expiration Time to the Holders of all then outstanding Warrants to the effect
that the Warrants will terminate and become void as of the Expiration Time;
provided, however, that if the Company fails to give notice as provided in this
Section 4.1(b), the Warrants will nevertheless expire and become void at the
Expiration Time.

4.2    EXCHANGE FOR WARRANT SHARES.

       On any Business Day on or prior to the Expiration Time, a Holder may
exchange a Warrant, in whole or in part, for Warrant Shares by delivering to the
Company such Warrant accompanied by a properly completed Exchange Form. The
number of shares of Common Stock to be received by a Holder upon such exchange
shall be equal to (a) the number of Warrant Shares allocable to the portion of
the Warrant being exchanged (the "EXCHANGE NUMBER"), as specified by such Holder
in the Exchange Form less (b) the number of shares equal to the quotient
obtained by dividing (i) the product obtained by multiplying (A) the Exercise
Price times (B) the Exchange Number by (ii) the Market Price as of the Delivery
Date (as defined below). The Exchange Number need not be a whole number, but in
the case of any partial exchange of a Warrant under this Section 4.2, the
Exchange Number shall be determined so that the number of Warrant Shares to be
issued in such exchange shall be a whole number only. The Company acknowledges
that the provisions of this Section 4.2 are intended, in part, to ensure that a
full or partial exchange of a Warrant pursuant to this Section 4.2 will qualify
as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under
the Securities Act. At the request of any Holder, the Company will accept
reasonable modifications to the exchange procedures provided for in this Section
4.2 in order to accomplish such intent.



                                       9
<PAGE>   13

4.3    ISSUANCE OF COMMON STOCK.

         (a)      Issuance of Common Stock. As promptly as practicable but in
any event within seven (7) days (or if the Common Stock is Publicly Traded at
such time, within three (3) days or such other time period as is customary in
the market for Publicly Traded securities) following the delivery date (the
"DELIVERY DATE") of (i) an Exercise Form or Exchange Form in accordance with
Section 4.1 or 4.2, (ii) the related Warrant and (iii) any required payment of
the Exercise Price, the Company shall, without charge, issue, register and
deliver one or more stock certificates representing the aggregate number of
shares of Common Stock to which the Holder of such Warrant is entitled and, upon
compliance with the applicable provisions of this Warrant Agreement, the Other
Equity Documents and the Securities Purchase Agreement, transfer to such Holder
appropriate evidence of ownership of other securities or property (including any
cash) to which such Holder is entitled, in such denominations, and registered or
otherwise placed in, or payable to the order of, such name or names, as may be
directed in writing by such Holder. The Company shall deliver such stock
certificates, evidence of ownership and any other securities or property
(including any cash) to the Person or Persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share (or
fractional interest in any other security), as hereinafter provided. If the
Warrant Shares are Publicly Traded, then at the request of such Holder, the
Company shall use commercially reasonable efforts to cause its transfer agent to
electronically transmit the Warrant Shares to such Holder through the Deposit
Withdrawal Agent Commission System of DTC.

         (b)      Partial Exercise or Exchange. If a Holder shall exercise or
exchange a Warrant for less than all of the Warrant Shares that could be
purchased or received thereunder, the Company shall issue, register and deliver
to the Holder, as promptly as practicable but in any event within seven (7) days
(or if the Common Stock is Publicly Traded at such time, within three (3) days
or such other time period as is customary in the market for Publicly Traded
securities) following the Delivery Date, a new Warrant evidencing the right to
purchase the remaining Warrant Shares. In the case of an exchange pursuant to
Section 4.2, the number of remaining Warrant Shares shall be the original number
of Warrant Shares subject to the Warrant so exchanged reduced by the Exchange
Number. Each Warrant surrendered pursuant to Section 4.1 or 4.2 shall be
canceled.

         (c)      Fractional Shares. The Company shall not be required to issue
fractional shares of Common Stock or fractional units of any other security upon
the exercise or exchange of a Warrant. If any fraction of a share of Common
Stock or fractional unit of any other security would be issuable on the exercise
or exchange of any Warrant, the Company may, in lieu of issuing such fractional
share or unit, pay to such Holder for any such fraction an amount in cash equal
to the product obtained by multiplying (i) such fraction times (ii) the Market
Price for the Common Stock or for a unit of such other security, as the case may
be, as of the Delivery Date.

         (d)      Expenses. The Company shall pay all expenses and taxes (other
than any applicable income or similar taxes payable by a Holder of a Warrant)
attributable to the initial issuance of Warrant Shares upon the exercise or
exchange of a Warrant; provided, however, that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance of any Warrant or any certificate for, or any other evidence of



                                       10
<PAGE>   14

ownership of, Warrant Shares in a name other than that of the Holder of the
Warrant being exercised or exchanged.

         (e)      Record Ownership. To the extent permitted by Applicable Law,
the Person in whose name any certificate for shares of Common Stock or other
evidence of ownership of any other security is issued upon exercise or exchange
of a Warrant shall for all purposes be deemed to have become the holder of
record of such shares or other security on the Delivery Date, irrespective of
the date of delivery of such certificate or other evidence of ownership
(subject, in the case of any exercise to which Section 4.3(g) applies, to the
consummation of a transaction upon which such exercise is conditioned),
notwithstanding that the transfer books of the Company shall then be closed or
that such certificates or other evidence of ownership shall not then actually
have been delivered to such Person.

         (f)      Approval; Listings. If any securities constituting Warrant
Shares or any portion thereof to be issued upon exercise or exchange of a
Warrant require registration or approval under any Applicable Law or require
listing on any national securities exchange or quotation system before such
securities may be so issued, the Company will use commercially reasonable
efforts to cause such securities to be registered, or approved, as applicable;
provided, however, that this Section 4.3(f) shall not obligate the Company to
register such securities under the Securities Act or qualify them under state
securities or blue sky laws. The Company shall from time to time promptly take
all action that may be necessary so that any such securities, immediately upon
their issuance upon exercise or exchange of Warrants, will be listed on all the
principal securities exchanges, quotation systems and markets within the United
States of America, if any, on which other securities of the Company of the same
class or type are then listed or quoted. The Company may suspend the exercise of
any Warrant so affected for the period during which such registration, approval
or listing is required but not in effect (but the Expiration Time shall be
equitably extended so as to prevent the expiration of any Warrant during a
suspension period). Notwithstanding anything in this Warrant Agreement to the
contrary, in no event shall a Holder be entitled to exercise a Warrant unless
(i) a registration statement filed under the Securities Act in respect of the
issuance of the Warrant Shares is then effective or (ii) the exercise of such
Warrants is exempt from the registration requirements of the Securities Act and
such securities are qualified for sale or exempt from qualification under the
applicable securities laws of the states or other jurisdictions in which such
Holders reside, such exemption to be evidenced by an opinion of counsel to the
extent such an opinion would be required under Section 6.2 of the Securities
Purchase Agreement in respect of a transfer to the Person to whom the Warrant
Shares are to be issued.

         (g)      Conditional Exercise or Exchange. Any Exercise Form or
Exchange Form delivered under Section 4.1 or 4.2 may condition the exercise or
exchange of any Warrant on the consummation of a transaction involving Warrants
or Warrant Shares being undertaken by the Company or the Holder of such Warrant,
and such exercise or exchange shall not be deemed to have occurred except
concurrently with the consummation of such transaction, except that, for
purposes of determining whether such exercise or exchange is timely it shall be
deemed to have occurred on the Delivery Date. If any exercise of a Warrant is so
conditioned, then, subject to delivery of the items required by Section 4.3(a)
and compliance with the other terms hereof, the Company shall deliver the
certificates and other evidence of ownership of other securities or other
property in such manner as such Holder shall direct as required in connection
with the


                                       11
<PAGE>   15

consummation such transaction upon which the exercise is conditioned. If, at any
time prior to the consummation of a conditional exercise or exchange, such
Holder shall give notice to the Company that such transaction has been abandoned
or such Holder has withdrawn from participation in such transaction, the Company
shall return the items delivered pursuant to Section 4.3(a), and such Holder's
election to exercise such Warrant shall be deemed rescinded.

                                   ARTICLE V

                    ADJUSTMENT OF EXERCISE PRICE AND SHARES.

5.1    GENERAL.

              The Exercise Price and the number and kind of Warrant Shares
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time in accordance with this Article V.

5.2    STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.

       If, at any time after the Closing Date, the Company shall:

              (i)    pay a dividend in shares of Common Stock or make a
       distribution in shares of Common Stock; or

              (ii)   subdivide, split or reclassify its outstanding shares of
       Common Stock into a larger number of shares of Common Stock; or

              (iii)  combine its outstanding shares of Common Stock into a
       smaller number of shares of Common Stock;

then (A) the number of Warrant Shares issuable upon exercise of each Warrant
shall be adjusted so as to equal the number of Warrant Shares that the Holder of
such Warrant would have held immediately after the occurrence of such event if
the Holder had exercised such Warrant immediately prior to the occurrence of
such event (or, in the case of clause (i), the record date therefor) and (B) the
Exercise Price shall be adjusted to be equal to (x) the Exercise Price
immediately prior to the occurrence of such event multiplied by (y) a fraction
(1) the numerator of which is the number of Warrant Shares issuable upon
exercise of such Warrant immediately prior to the adjustment in clause (A) and
(2) the denominator of which is the number of Warrant Shares issuable upon
exercise of such Warrant immediately after the adjustment in clause (A). An
adjustment made pursuant to this Section 5.2 shall become effective immediately
after the occurrence of such event retroactive to the record date, if any, for
such event.

5.3    ISSUANCE OF COMMON STOCK.

         (a)      General. If, at any time after the Closing Date, the Company
shall issue or sell (or, in accordance with Section 5.3(b), shall be deemed to
have issued or sold) any shares of Common Stock (other than any issuance for
which an adjustment is made pursuant to Section 5.2 or 5.5 or no adjustment is
required pursuant to Section 5.7(g)) without consideration or for a
consideration per share less than the Market Price for the Common Stock
determined as of the



                                       12
<PAGE>   16

date of such issuance or sale, then, effective immediately upon such issuance or
sale, the Exercise Price and the number Warrant Shares issuable upon exercise of
each Warrant shall be adjusted as follows:

                  (i)      The Exercise Price shall be reduced to an amount
         equal to the product obtained by multiplying (A) the Exercise Price in
         effect immediately prior to such issuance or sale times (B) a fraction,
         (I) the numerator of which shall be the sum of (x) the product of (1)
         the number of shares of Common Stock outstanding (on a Fully Diluted
         Basis) immediately prior to such issuance or sale times (2) the Market
         Price for the Common Stock as of the date of such issuance or sale plus
         (y) the consideration, if any, received by the Company upon such
         issuance or sale, and (II) the denominator of which shall be the
         product of (x) the number of shares of Common Stock outstanding (on a
         Fully Diluted Basis) immediately after such issuance or sale times (y)
         such Market Price.

                  (ii)     The number of Warrant Shares issuable upon exercise
         of such Warrant shall be increased to the number of shares determined
         by multiplying (A) the number of Warrant Shares issuable upon exercise
         of such Warrant immediately prior to such issuance or sale by (B) a
         fraction, (1) the numerator of which shall be the Exercise Price in
         effect immediately prior to the adjustment in clause (i) of this
         Section 5.3(a), and (2) the denominator of which shall be the Exercise
         Price in effect immediately after such adjustment.

              (b)    Issuance of Options or Convertible Securities. The issuance
or sale of Options or Convertible Securities shall be deemed, in accordance with
this Section 5.3(b), to be the issuance of Common Stock.

                  (i)      Definitions. For the purposes of this Section 5.3(b),
         the term "OPTIONS" means any warrants, options or other rights to
         subscribe for or to purchase (A) Common Stock or (B) Convertible
         Securities, and the term "CONVERTIBLE SECURITIES" means any capital
         stock, evidence of indebtedness or other securities or rights
         convertible into or exchangeable for Common Stock.

                  (ii)     Issuance of Options. If the Company in any manner
         issues or grants any Options, then the total maximum number of shares
         of Common Stock issuable upon the exercise of such Options (or upon
         conversion or exchange of the total maximum amount of Convertible
         Securities issuable upon the exercise of such Options) shall be deemed,
         for purposes of Section 5.3(a), to be outstanding and to have been
         issued and sold by the Company. For purposes of Section 5.3(a), the
         Common Stock issuable upon exercise of Options or upon conversion or
         exchange of Convertible Securities issuable upon exercise of Options
         for Convertible Securities shall be deemed to have been issued and sold
         at a price per share equal to (A) the sum of (x) the total amount, if
         any, received or receivable by the Company as consideration for the
         issuance or granting of such Options plus (y) the minimum aggregate
         amount of additional consideration payable to the Company upon the
         exercise of all such Options plus (z) in the case of such Options for
         Convertible Securities, the minimum aggregate amount of additional
         consideration, if any, payable to the Company upon conversion or
         exchange of such Convertible



                                       13
<PAGE>   17

         Securities divided by (B) the total maximum number of shares of Common
         Stock issuable upon exercise of such Options or upon the conversion or
         exchange of all such Convertible Securities issuable upon the exercise
         of such Options.

                  (iii)    Issuance of Convertible Securities. If the Company in
         any manner issues or sells any Convertible Securities, then the maximum
         number of shares of Common Stock issuable upon the conversion or
         exchange of such Convertible Securities shall be deemed, for purposes
         of Section 5.3(a) to be outstanding and to have been issued and sold by
         the Company. For purposes of Section 5.3(a), the Common Stock issuable
         upon conversion or exchange of Convertible Securities shall be deemed
         to have been issued and sold at a price per share equal to (A) the sum
         of (x) the total amount received or receivable by the Company as
         consideration for the issuance or sale of such Convertible Securities
         plus (y) the minimum aggregate amount of additional consideration, if
         any, payable to the Company upon the conversion or exchange thereof
         divided by (B) the total maximum number of shares of Common Stock
         issuable upon the conversion or exchange of all such Convertible
         Securities.

                  (iv)     Superseding Adjustment. If, at any time after any
         adjustment of the Exercise Price and the number of Warrant Shares
         issuable upon exercise of the Warrants shall have been made pursuant to
         Section 5.3(a) as a result of the issuance of Options or Convertible
         Securities, or after any new adjustment of the Exercise Price and the
         number of Warrant Shares shall have been made pursuant to this Section
         5.3(b)(iv) (each of the foregoing, a "PREVIOUS ADJUSTMENT"):

                            (A)    such Options or the right of conversion or
              exchange of such Convertible Securities shall expire, or be
              terminated or surrendered, and all or a portion of such Options or
              the right of conversion or exchange with respect to all or a
              portion of such Convertible Securities, as the case may be, shall
              not have been exercised or treated as having been exercised or
              otherwise canceled or acquired by the Company in connection with
              any settlement, including any cash settlement, of such Options or
              the rights of conversion or exchange of such Convertible
              Securities; or

                            (B)    there has been any change in the number of
              shares of Common Stock issuable upon the exercise of such Options
              or upon the conversion or exchange of such Convertible Securities
              (including as a result of a change in the number of Convertible
              Securities issuable upon the exercise of such Options or the
              operation of antidilution provisions applicable thereto); or

                            (C)    the consideration per share for which shares
              of Common Stock are issuable upon the exercise of such Options or
              upon the conversion or exchange of such Convertible Securities, or
              the maturity of such Convertible Securities, shall be changed;

              then, with respect to the unexercised portion of any then
              outstanding Warrants, the previous adjustment shall be rescinded
              and annulled and the shares of Common Stock which were deemed to
              have been issued and that gave rise to the



                                       14
<PAGE>   18

              previous adjustment shall no longer be deemed to have been issued.
              Thereupon, a recomputation shall be made of the adjustment, if
              any, of the Exercise Price and the number of Warrant Shares
              issuable upon exercise of such Warrants as a consequence of such
              Options or Convertible Securities on the basis of:

                            (1)    treating the number of shares of Common
                     Stock, if any, theretofore actually issued or issuable
                     pursuant to the previous exercise of such Options or such
                     right of conversion or exchange (including Options or
                     rights treated as exercised, otherwise cancelled or
                     acquired in connection with any settlement), as having been
                     issued on the date or dates of such issuance as determined
                     for purposes of the previous adjustment and for the total
                     amount of consideration actually received and receivable
                     therefor (determined in the manner described in Section
                     5.3(b)(ii) or (iii), as the case may be);

                            (2)    treating the maximum number of shares of
                     Common Stock (x) issuable upon the exercise (or upon the
                     conversion or exchange of Convertible Securities issuable
                     upon the exercise) of all Options which then remain
                     outstanding and (y) issuable upon the conversion or
                     exchange of all Convertible Securities which then remain
                     outstanding, as having been issued; and

                            (3)    making the computations called for in Section
                     5.3(a) hereof on the basis of the revised terms of such
                     outstanding Options or Convertible Securities, as the case
                     may be, as if they were newly issued at the time of such
                     revision.

Any adjustment of the Exercise Price and the number of Warrant Shares issuable
upon exercise of the Warrants resulting from such recomputation shall supersede
the previous adjustment.

                  (v)      No Further Adjustments. Any adjustment of the
         Exercise Price or the number of Warrant Shares issuable upon the
         exercise of Warrants to be made pursuant to this Section 5.3 with
         respect to the issuance of (A) any Options (whether for Common Stock or
         Convertible Securities), (B) any Convertible Securities issuable upon
         the exercise of such Options or (C) any shares of Common Stock issuable
         upon the exercise of such Options or the conversion or exchange of such
         Convertible Securities shall be made effective upon the issuance of
         such Options. Any adjustment of the Exercise Price or the number of
         Warrant Shares issuable upon the exercise of Warrants to be made
         pursuant to this Section 5.3 with respect to the issuance of (x) any
         Convertible Securities (other than Convertible Securities issuable upon
         the exercise of Options) or (y) any shares of Common Stock issuable
         upon the conversion or exchange of such Convertible Securities shall be
         made effective upon the issuance of such Convertible Securities. No
         further adjustment of the Exercise Price or the number of Warrant
         Shares issuable upon the exercise of Warrants shall be made upon the
         actual issuance of Common Stock or of Convertible Securities upon the
         exercise of such Options or upon the actual issuance of Common Stock
         upon conversion or exchange of Convertible Securities.



                                       15
<PAGE>   19

5.4    DISTRIBUTIONS OF ASSETS OR SECURITIES OTHER THAN COMMON STOCK.

              (a)    If, at any time after the Closing Date, the Company shall,
by dividend or otherwise, distribute to the holders of its Common Stock any
shares of its capital stock (other than a distribution of Common Stock referred
to in Section 5.2), rights or warrants to purchase any of its securities (other
than those referred to in Section 5.3), evidences of its indebtedness, cash or
other property (other than cash dividends or cash distributions paid out of
current or retained earnings), then the Exercise Price and the number of Warrant
Shares issuable upon exercise of each Warrant shall be adjusted as follows:

                     (i)    The Exercise Price shall be reduced to an amount
       equal to the product of (A) the Exercise Price in effect immediately
       prior to such issuance or sale times (B) a fraction (I) the numerator of
       which shall be (x) the Market Price for the Common Stock as of the record
       date for determining stockholders entitled to such distribution less (y)
       the fair market value of the portion of the capital stock, rights or
       warrants, evidences of indebtedness, cash or other property distributed
       or to be distributed with respect to one share of Common Stock, and (II)
       the denominator of which shall be such Market Price.

                     (ii)   The number of Warrant Shares issuable upon exercise
       of such Warrant shall be increased to the number of shares determined by
       multiplying (A) the number of Warrant Shares issuable upon exercise of
       such Warrant immediately prior to such distribution times (B) a fraction
       (1) the numerator of which shall be the Exercise Price in effect
       immediately prior to the adjustment in clause (i) of this Section 5.4 and
       (2) the denominator of which shall be the Exercise Price in effect
       immediately after such adjustment.

              (b)    Notwithstanding anything to the contrary contained in
paragraph (a), upon a dividend payment or other distribution by the Company
which would otherwise trigger an adjustment pursuant to paragraph (a), no such
adjustment will be required if, upon such dividend payment or other
distribution, the Company simultaneously pays to each Holder of a Warrant his,
her or its pro rata portion of such dividend payment or other distribution as if
such Holder had fully exercised his, her or its Warrant immediately prior to the
record date for such distribution or, if no record is taken, the date as of
which the record holders of Warrant Shares entitled to such dividend payment or
other distribution are to be determined.

5.5    CAPITAL REORGANIZATION, CAPITAL RECLASSIFICATIONS, MERGER, ETC.

       If, at any time after the Closing Date, (i) there shall be any capital
reorganization or any reclassification of the capital stock of the Company
(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 stock dividend or subdivision,
split-up or combination of shares to which Section 5.2 applies or any
distribution to which Section 5.4 applies) or (ii) the Company shall consolidate
with, merge with or into, or sell all or substantially all of its assets or
property to, another Person, then in each such case, effective as of the
effective date of such event retroactive to the record date, if any, of such
event, each Warrant shall be exercisable for the kind and number of shares of
stock, other securities, cash or other property to which a holder of the number
of Warrant Shares issuable upon exercise of such Warrant would have been
entitled to receive and/or to continue to hold



                                       16
<PAGE>   20

upon such event. In any such case, if necessary, the provisions of this
Agreement (including this Article V) and the Warrants with respect to the rights
and interests thereafter of the Holders of the Warrants shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any shares
of stock, other securities, cash or other property thereafter deliverable upon
the exercise of the Warrants.

5.6    OTHER ACTIONS AFFECTING COMMON STOCK.

              (a)    Equitable Equivalent. If at any time or from time to time
the Company shall take any action affecting its Common Stock, other than any
action of a type otherwise described in this Article V, then the number of
Warrant Shares issuable upon exercise of each Warrant shall be adjusted to such
extent, if any, and in such manner and at such time, as the Board shall, in the
good faith, exercise of its reasonable business judgement, determine to be
equitable in the circumstances, provided that no such adjustment shall decrease
the number of Warrant Shares issuable upon exercise of such Warrant or increase
the Exercise Price.

              (b)    No Avoidance. The Company will not, by amendment of its
certificate or articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company,
provided that the Company shall not be deemed to be avoiding or seeking to avoid
observance or performance solely because any action otherwise in compliance with
this Agreement is structured so as to avoid the need for, or to minimize the
extent of, any adjustment under this Article V. The Company shall at all times
in good faith assist in the carrying out of all the provisions of this Article V
and in the taking of all such action as may be necessary or reasonably
appropriate in order to protect the exercise rights of the Holders against
impairment.

5.7    MISCELLANEOUS.

              (a)    Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, then the consideration received therefor shall be
deemed to be the net amount received or to be received by the Company therefor.
If any Common Stock, Options or Convertible Securities are issued or sold for
consideration other than cash (including in connection with any merger in which
the Company issues such securities), then the amount of the consideration other
than cash received by the Company shall be the fair market value of such
consideration, as of the date of receipt, determined in good faith by the Board
exercising reasonable business judgment.

              (b)    Treasury Shares. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any Subsidiary, and the disposition of any shares
so owned or held shall be considered an issuance of Common Stock.

              (c)    Record Date. If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or Convertible Securities or
(ii) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of



                                       17
<PAGE>   21

the issuance or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be. If the Company shall take any such record of the
holders of its Common Stock and shall, thereafter and before the taking of the
action for which such record was taken, legally abandon its plan to take such
action, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

              (d)    Deferral of Issuance. In any case in which this Article V
shall require that any adjustment in the number of Warrant Shares issuable upon
the exercise of any Warrant or in the Exercise Price be made effective as of
immediately after a record date for a specified event, the Company may elect to
defer, until the occurrence of such event, the issuing to the Holder of any
Warrant exercised after such record date of the shares of Common Stock and
shares or other units of other securities of the Company, if any, issuable upon
such exercise over and above the number of shares or other units that would have
been issuable upon such exercise on the basis of the Exercise Price in effect
prior to such adjustment. In such case, the Company shall deliver to the Holder
a due bill or other appropriate instrument evidencing the Holder's right to
receive such additional shares or other units upon the occurrence of the event
requiring such adjustment.

              (e)    Notice; Adjustment Rules. Whenever the Exercise Price or
the number of Warrant Shares shall be adjusted as provided in this Article V,
the Company shall provide to each Holder a statement, signed by the Chairman,
the President or the Chief Financial Officer of the Company, describing in
reasonable detail the facts requiring such adjustment and setting forth a
calculation of the Exercise Price and the number of Warrant Shares applicable to
each Warrant after giving effect to such adjustment. All calculations under this
Article V shall be made to the nearest one-hundredth of a cent ($.0001) or to
the nearest one-hundredth of a share, as the case may be. Adjustments pursuant
to this Article V shall apply to successive events or transactions of the types
covered thereby. Notwithstanding any other provision of this Article V, no
adjustment shall be made to the number of Warrant Shares or to the Exercise
Price if such adjustment represents less than 1% of the number of Warrant Shares
previously required to be so delivered, but any lesser adjustment shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to 1% or more of the number of Warrant Shares to be so delivered.

              (f)    Certain Adjustments. The Company may make such reductions
in the Exercise Price or increase in the number of Warrant Shares to be received
by any Holder upon the exercise or exchange of a Warrant, in addition to those
adjustments required by this Article V, as it in its sole discretion shall
determine to be advisable in order that any consolidation or subdivision of the
Common Stock, or any issuance wholly for cash of any shares of Common Stock, or
any issuance wholly for cash of shares of Common Stock or Convertible
Securities, or any stock dividend, or any issuance of Options hereinafter made
by the Company to the holders of its Common Stock shall not be taxable to such
holders.

              (g)    Excluded Issuances. Notwithstanding any other provision of
this Article V, no adjustment shall be made pursuant to this Article V in
respect of (i) the issuance of Common Stock in any underwritten public offering
that is registered with the Commission, (ii) the issuance of Common Stock or
Options to purchase Common Stock issued to employees,


                                       18
<PAGE>   22

officers, directors or consultants of the Company or any Subsidiary, or the
issuance of Common Stock upon the exercise of any such Options, provided,
however, that the aggregate amount of all such Common Stock or Common Stock
which may be acquired upon the exercise of such Options shall not exceed an
aggregate of 14,954 shares of Common Stock (as such number is adjusted for stock
splits, stock dividends, reverse stock splits or combinations affecting the
Common Stock), (iii) the issuance from time to time of shares of Common Stock
upon the exercise of any of the Warrants or Note Warrants (as defined in the
Securities Purchase Agreement), (iv) the issuance of Common Stock pursuant to
any adjustment provided for in Sections 5.2, 5.4 and 5.5, (v) the issuance of
Common Stock or Options as purchase price payable to sellers (other than any
Affiliates of the Company) in any merger, share exchange, consolidation,
liquidation or other business combination required to be approved and actually
approved by the requisite vote (being not less than a majority based on voting
power) of the shareholders of the Company, (vi) 8,902 shares of Common Stock
issuable upon exercise of the option granted to Jack Knott and (vii) securities
issued in connection with the adoption of a shareholder rights plan by the
Company.

              (h)    Par Value. The Company shall not increase the par value of
any shares of Common Stock or other securities issuable upon the exercise of the
Warrants to an amount that exceeds the Exercise Price. Before taking any action
that would cause an adjustment pursuant to this Article V that would reduce the
Exercise Price below the par value per share of the Common Stock, the Company
shall be required to take any corporate action which may 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.

                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1    NOTICES OF CERTAIN ACTIONS.

       In the event that the Company:

              (i)    shall authorize issuance to all holders of Common Stock of
rights or warrants to subscribe for or purchase capital stock of the Company or
of any other subscription rights or warrants; or

              (ii)   shall authorize a dividend or other distribution to all
holders of Common Stock of evidences of its indebtedness, cash or other property
or assets; or

              (iii)  becomes a party to any consolidation or merger for which
approval of any shareholders of the Company will be required, or to a conveyance
or transfer of the properties and assets of the Company substantially as an
entirety, or of any capital reorganization or reclassification or change of the
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination); or

              (iv)   commences a voluntary or involuntary dissolution,
liquidation or winding up;

                                       19
<PAGE>   23

then the Company shall provide a written notice to each Holder stating (1) the
date as of which the holders of record of Common Stock to be entitled to receive
any such rights, warrants or distribution are to be determined, (2) the material
terms of any such consolidation or merger and the expected effective date
thereof, or (3) the material terms of any such conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock will be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, conveyance, transfer, dissolution,
liquidation or winding up. Such notice shall be given as promptly as practicable
and not later than ten (10) Business Days prior to the effective date (or the
applicable record date, if earlier) of such event. The failure to give the
notice required by this Section 6.1 or any defect therein shall not affect the
legality or validity of any distribution, right, warrant, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any action.

6.2    MERGER OR CONSOLIDATION OF THE COMPANY.

       The Company will not merge or consolidate with or into, or sell, transfer
or lease all or substantially all of its property to, any other entity unless
the successor or purchasing entity, as the case may be (if not the Company), is
organized under the laws of the United States of America or any state or
political subdivision thereof and shall expressly agree to provide to each
Holder the securities, cash or property required by Section 5.5 hereof upon the
exercise or exchange of Warrants and expressly assumes, by supplemental
agreement reasonably satisfactory in form and substance to the Requisite
Holders, the due and punctual performance and observance of each and every
covenant and condition of this Agreement to be performed and observed by the
Company; provided, however, that the initial obligation of such successor with
respect to the exercise or exchange of Warrants shall be only as set forth in
Section 5.5.

6.3    INFORMATION RIGHTS.

       So long as any Holder or holder of Warrant Shares shall hold no less than
five percent (5%) of the aggregate of the then issued and outstanding Warrants
and Warrant Shares, the Company shall provide to such Holders and/or holders all
information required to be provided under Section 7.2 of the Securities Purchase
Agreement as in effect on the date hereof (whether or not the same shall remain
in effect).

6.4    PAYMENTS IN RESPECT OF DIVIDENDS AND DISTRIBUTIONS.

       If, at any time prior to the Expiration Time, the Company pays any
dividend or makes any distribution (whether in cash, property or securities of
the Company) on its Common Stock which does not result in an adjustment under
Article V, then the Company shall simultaneously pay to the Holder of each
Warrant, the cash, property or securities that would have been paid or delivered
to such Holder on the Warrant Shares receivable upon the exercise in full of
such Warrant had such Warrant been fully exercised immediately prior to the
record date for such dividend or distribution or, if no record is taken, the
date as of which the record holders of Warrant Shares entitled to such dividend
or distribution are to be determined.



                                       20
<PAGE>   24

                                  ARTICLE VII

                                  MISCELLANEOUS

7.1    NOTICES.

       All notices, claims, requests, demands or other communications which are
required or otherwise delivered hereunder shall be deemed to be sufficient and
duly given if contained in a written instrument (i) personally delivered or sent
by telecopier, (b) sent by nationally-recognized overnight courier guaranteeing
next Business Day delivery or (c) sent by first class, registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

              (a)    if to the Company, to:

                         Huntsman Packaging Corporation
                         500 Huntsman Way
                         Salt Lake City, Utah  84108
                         Attention: Richard P. Durham and Ronald G. Moffitt
                         Telephone No.:  (801) 532-5200
                         Telecopier No.:  (801) 584-5783


                         with copies to:

                         Chase Domestic Investments, L.L.C.

                         c/o Chase Capital Partners
                         1221 Avenue of the Americas, 40th Floor
                         New York, New York  10020-1080
                         Attention: Timothy J. Walsh
                         Telephone No.:  (212) 899-3400
                         Telecopier No.:  (212) 899-3401

                         and to:

                         O'Sullivan Graev & Karabell, LLP
                         30 Rockefeller Plaza
                         New York, New York 10112
                         Attention:  Ilan S. Nissan
                         Telephone No.:  (212) 408-2400
                         Telecopier No.:  (212) 408-2420

              (b)    if to any Holder, to such Holder's address as set forth on
                     Schedule I hereto.

Any notice, demand or request so delivered shall constitute valid notice under
this Agreement and shall be deemed to have been received (i) on the day of
actual delivery in the case of personal delivery, if delivered on a Business Day
(otherwise on the next Business Day), (ii) on the next Business Day after the
date when sent in the case of delivery by nationally-recognized



                                       21
<PAGE>   25

overnight courier, (iii) on the fifth Business Day after the date of deposit in
the U.S. mail in the case of mailing or (iv) upon receipt in the case of a
facsimile transmission if received on a Business Day (otherwise on the next
Business Day). Any party hereto may from time to time by notice in writing
served upon the other as aforesaid designate a different mailing address or a
different Person to which all such notices, demands or requests thereafter are
to be addressed.

7.2    NO VOTING RIGHTS; LIMITATION OF LIABILITY.

       No Warrant shall entitle the holder thereof to any voting rights or,
except as otherwise provided herein, any other rights as a stockholder of the
Company, as such. No provision hereof, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no enumeration herein of the rights
or privileges of the Holder shall give rise to any liability of such Holder for
the Exercise Price of Warrant Shares acquirable by exercise hereof or as a
stockholder of the Company.

7.3    AMENDMENTS AND WAIVERS.

         (a)      Written Document. Any provision of this Agreement may be
amended or waived, but only pursuant to a written agreement signed by the
Company and the Requisite Holders, provided that no such amendment or
modification shall without the written consent of each Holder affected thereby
(i) shorten the Expiration Date of any Warrant, (ii) increase the Exercise Price
of any Warrant, (iii) change any of the provisions of this Section 7.3(a) or the
definition of "Requisite Holders" or any other provision hereof specifying the
number or percentage of Holders required to waive, amend, or modify any rights
hereunder or required to make any determination or grant any consent hereunder
or otherwise to act with respect to this Agreement or any Warrants or (iv)
materially increase the obligations of any Holder.

         (b)      No Waiver. No failure on the part of any Holder to exercise
and no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement or the Warrants shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or the Warrant preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.

7.4    REMEDIES.

         Each Holder shall have all rights and remedies reserved for such Holder
pursuant to this Agreement, all rights and remedies which such Holder has been
granted at any time under any other agreement or instrument and all of the
rights and remedies such Holder may have at law or in equity. The remedies
provided herein are cumulative and not exclusive. Any Person having any rights
under any provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights granted by law or equity.

7.5    BINDING EFFECT.

       This Agreement shall be binding upon and inure to the benefit of the
Company, each Holder and its successors and permitted assigns.



                                       22
<PAGE>   26

7.6    COUNTERPARTS.

       This Agreement may be executed in two or more counterparts each of which
shall constitute an original but all of which when taken together shall
constitute but one agreement.

7.7    GOVERNING LAW.

       THIS AGREEMENT AND EACH WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS EXCEPT TO THE EXTENT THAT THE NEW YORK CONFLICTS
OF LAWS PRINCIPLES WOULD APPLY THE APPLICABLE LAWS OF THE STATE OF THE COMPANY'S
ORGANIZATION TO INTERNAL MATTERS RELATING TO ENTITIES SUCH AS THE COMPANY
ORGANIZED THEREUNDER).

7.8    BENEFITS OF THIS AGREEMENT.

       Nothing in this Agreement shall be construed to give to any Person other
than the Company and each Holder of a Warrant or a Warrant Share any legal or
equitable right, remedy or claim hereunder.

7.9    HEADINGS.

       Section headings in this Agreement have been inserted for convenience of
reference only and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

                                     * * * *




                                       23
<PAGE>   27





       IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its authorized signatory, all as of the date and
year first above written.

                         HUNTSMAN PACKAGING CORPORATION

                         By:         /s/ RONALD G. MOFFITT
                                     -------------------------------
                                     Name: Ronald G. Moffitt
                                     Title: Executive Vice President and
                                            General Counsel

                         CHASE DOMESTIC INVESTMENTS, L.L.C.

                         By:  Chase Capital Investments, L.P.,
                              its sole Member

                         By:  Chase Capital Partners,
                              as Investment Manager


                         By:         /s/ RICHARD D. WATERS
                                     -------------------------------
                                     Name: Richard D. Waters
                                     Title: General Partner


                         NEW YORK LIFE CAPITAL PARTNERS, L.P.

                         By:  NYLCAP Manager LLC, its Investment
                         Manager

                         By:         /s/ STEVE BENEVENTO
                                     -------------------------------
                                     Name: Steve Benevento
                                     Title: Its Authorized Representative




                         THE NORTHWESTERN MUTUAL LIFE
                           INSURANCE COMPANY

                         By:         /s/ RICHARD A. STRAIT
                                     -------------------------------
                                     Name: Richard A. Strait
                                     Title:  Its Authorized Representative





<PAGE>   28

                         FIRST UNION CAPITAL PARTNERS, LLC

                         By:         /s/ ROBERT G. CALTON III
                                     -------------------------------
                                     Name:  Robert G.  Calton III
                                     Title: Senior Vice President










<PAGE>   29




                                   SCHEDULE I

                                 INITIAL HOLDERS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                               INVESTOR                                                   NUMBER OF WARRANT
                                                                                               SHARES
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>
                                                                                                                22,486

Chase Domestic Investments, L.L.C.
c/o Chase Capital Partners
1221 Avenue of the Americas, 40th Floor
New York, New York  10020-1080
Attention: Richard D. Waters
Telephone No.:  (212) 899-3400
Telecopier No.:  (212) 899-3401

with a copy to:

O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
Attention:  Frederick M. Bachman
Telephone No.:  (212) 408-2400
Telecopier No.:  (212) 728-5950
---------------------------------------------------------------------------------------------------------------------------
New York Life Capital Partners, L.P.                                                                            10,378
51 Madison Avenue
Suite 3009
New York, New York 10010
Attention:  Steve Benevento
Telephone No.: (212) 576-7000
Telecopier No.: (212) 576-5591

With a copy to:

Akin, Gump, Strauss, Hauer & Feld, LLP
590 Madison  Avenue
22nd Floor
New York, New York 10022
Attention:  Edward D. Sopher, Esq.
Telephone No.: (212) 872-1026
Telecopier No.: (212) 872-1002

and to:

Office of the General Counsel
New York Life Insurance Company
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   30


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                               INVESTOR                                                   NUMBER OF WARRANT
                                                                                               SHARES
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                             <C>
51 Madison Avenue
Suite 1104
New York, New York  10010
Telephone No.: (212) 576-7000
Telecopier No.: (212) 576-8340
---------------------------------------------------------------------------------------------------------------------------
The Northwestern Mutual Life Insurance Company                                                                   5,189
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Dave Barras
Telephone No.: (414) 299-1618
Telecopier No.: (414) 299-7124

With a copy to:

Akin, Gump, Strauss, Hauer & Feld, LLP
590 Madison  Avenue
22nd Floor
New York, New York 10022
Attention:  Edward D. Sopher, Esq.
Telephone No.: (212) 872-1026
Telecopier No.: (212) 872-1002
---------------------------------------------------------------------------------------------------------------------------
First Union Capital Partners, LLC                                                                                5,189
301 South College Street
One First Union Center, 5th Floor
Charlotte, North Carolina 28288-0732
Attention:  Robert G. Calton III
Telephone No.:  (704) 715-1481
Telecopier No.:  (704) 374-6711

With a copy to:

Kennedy Covington Lobdell & Hickman, L.L.P.
Bank of America Corporate Center, Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
Attention: J. Norfleet Pruden, III
Telephone No.: (704) 331-7442
Telecopier No.: (704) 331-7598
---------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   31




                                                                       EXHIBIT A

       THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

       THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A WARRANT
AGREEMENT AND A STOCKHOLDERS' AGREEMENT, EACH DATED AS OF MAY 31, 2000, AMONG
THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S
STOCKHOLDERS. THE TERMS OF SUCH WARRANT AGREEMENT AND STOCKHOLDERS' AGREEMENT
INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS. A COPY OF THE WARRANT
AGREEMENT AND THE STOCKHOLDERS' AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY
THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

                         HUNTSMAN PACKAGING CORPORATION

NO. W                                                      WARRANT TO PURCHASE

                                                                   ____ SHARES
                                                               OF COMMON STOCK

                                                                  May 31, 2000

                          COMMON STOCK PURCHASE WARRANT

       THIS CERTIFIES that, for value received, [INSERT NAME OF HOLDER] (the
"HOLDER"), or assigns, is entitled to purchase from HUNTSMAN PACKAGING
CORPORATION, a Utah corporation (the "COMPANY"), ___ shares of the COMMON STOCK,
no par value (the "COMMON STOCK"), of the Company, at the price (the "EXERCISE
PRICE") of $.01 per share, at any time or from time to time during the period
commencing on the date hereof and ending at 5:00 P.M. Eastern time, on May 31,
2011 (the "EXPIRATION TIME").

       This Warrant has been issued pursuant to the Warrant Agreement (as
amended or supplemented from time to time, the "WARRANT AGREEMENT") dated as of
May 31, 2000, between the Company and the Initial Holders named therein, and is
subject to the terms and conditions, and the Holder is entitled to the benefits,
thereof, including without limitation provisions (i) for adjusting the number of
Warrant Shares issuable upon the exercise hereof and the Exercise Price to be
paid upon such exercise and (ii) providing certain other rights and obligations.
A copy of the Warrant Agreement is on file and may be inspected at the principal
executive office of the Company. The Holder of this certificate, by acceptance
of this certificate,

                                      A-1
<PAGE>   32
agrees to be bound by the provisions of the Warrant Agreement. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Warrant Agreement.

       SECTION 1. EXERCISE OF WARRANT. On any Business Day prior to the
Expiration Time, the Holder may exercise this Warrant, in whole or in part, by
delivering to the Company this Warrant accompanied by a properly completed
Exercise Form in the form of Annex A and a check in an aggregate amount equal to
the product obtained by multiplying (a) the Exercise Price by (b) the number of
Warrant Shares being purchased. Any partial exercise of a Warrant shall be for a
whole number of Warrant Shares only.

       SECTION 2. EXERCISE PRICE. The Exercise Price is subject to adjustment
from time to time as provided in the Warrant Agreement.

       SECTION 3. EXCHANGE OF WARRANT. On any Business Day prior to the
Expiration Date, the Holder may exchange this Warrant, in whole or in part, for
Warrant Shares by delivering to the Company this Warrant accompanied by a
properly completed Exchange Form in the form of Annex B. The number of shares of
Common Stock to be received by the Holder upon such exchange shall be determined
as provided in Section 4.2 of the Warrant Agreement.

       SECTION 4. TRANSFER. Subject to the limitations set forth or referred to
in the Warrant Agreement, this Warrant may be transferred by the Holder by
delivery to the Company of this Warrant accompanied by a properly completed
Assignment Form in the form of Annex C.

       SECTION 5. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant
is lost, stolen, mutilated or destroyed, the Company will issue a new Warrant of
like denomination and tenor upon compliance with the provisions set forth in the
Warrant Agreement.

       SECTION 6. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle the
holder hereof to any voting rights or, except as otherwise provided in the
Warrant Agreement, other rights of a stockholder of the Company, as such.

       SECTION 7. SUCCESSORS. All of the provisions of this Warrant by or for
the benefit of the Company or the Holder shall bind and inure to the benefit of
their respective successors and assigns.

       SECTION 8. HEADINGS. Section headings in this Warrant have been inserted
for convenience of reference only and shall not affect the construction of, or
be taken into consideration in interpreting, this Warrant.

       SECTION 9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS EXCEPT TO THE EXTENT THAT THE NEW YORK CONFLICTS
OF LAWS PRINCIPLES WOULD APPLY THE APPLICABLE LAWS OF THE STATE OF THE COMPANY'S
ORGANIZATION TO INTERNAL MATTERS RELATING TO ENTITIES SUCH AS THE COMPANY
ORGANIZED THEREUNDER).



                                      A-2
<PAGE>   33





       IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officers and this Warrant to be dated as of the date first
set forth above.

                                   HUNTSMAN PACKAGING CORPORATION

                                   By:
                                      -------------------------------------
                                      Name:
                                      Title: [Chairman, President or Chief
                                      Executive Officer]



ATTEST:

By:
    -----------------------
    Name:
    Title:  [Chief Financial Officer, Treasurer or
        Assistant Treasurer]




<PAGE>   34




                                                                         ANNEX A

                                  EXERCISE FORM

                     [TO BE SIGNED UPON EXERCISE OF WARRANT]

TO HUNTSMAN PACKAGING CORPORATION

       The undersigned, being the Holder of the within Warrant, hereby elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder _________ shares of, the Common Stock of HUNTSMAN PACKAGING
CORPORATION (the "Company") and requests that the certificates for such shares
be issued in the name of, and be delivered to, _______________________, whose
address is __________________________________ ____________________________.

       The undersigned warrants to the Company that the undersigned (a) is not
acquiring the Warrant Shares with a view to transferring such Warrant Shares in
violation of the Securities Act of 1933, as amended (the "Securities Act"), (b)
acknowledges that the issuance of the Warrant Shares has not been registered
under the Securities Act and that the Warrant Shares may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption
therefrom is available and (c) is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act (or an entity in which
all of the equity owners are accredited investors of such types).

       The foregoing exercise is (check one):


______         irrevocable

______         conditioned upon the consummation of the transaction described
               briefly below:

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

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

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


Dated:

                                             ---------------------------------
                                                      (Signature)


                                             ---------------------------------
                                                       (Address)




<PAGE>   35




                                                                         ANNEX B

                                  EXCHANGE FORM

                     [TO BE SIGNED UPON EXCHANGE OF WARRANT]

TO HUNTSMAN PACKAGING CORPORATION

               The undersigned, being the Holder of the within Warrant, hereby
irrevocably elects to exchange, pursuant to Section 4.2 of the Warrant Agreement
referred to in such Warrant, the portion of such Warrant representing the right
to purchase _________ shares of Common Stock of HUNTSMAN PACKAGING CORPORATION
(the "Company"). The undersigned hereby requests that the certificates for the
number of shares of Common Stock issuable in such exchange pursuant to such
Section 4.2 be issued in the name of, and be delivered to, _____________, whose
address is ________________________________________.

               The undersigned warrants to the Company that the undersigned (a)
is not exchanging the Warrant Shares with a view to transfer such Warrant Shares
in violation of the Securities Act of 1933, as amended (the "Securities Act"),
(b) acknowledges that the issuance of the Warrant Shares has not been registered
under the Securities Act and that the Warrant Shares may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption
therefrom is available and (c) is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act (or an entity in which
all of the equity owners are accredited investors of such types).

               The foregoing exchange is (check one):


______         irrevocable

______         conditioned upon the consummation of the transaction described
               briefly below:


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

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


Dated:

                                   ------------------------------
                                             (Signature)


                                   ------------------------------
                                              (Address)




<PAGE>   36




                                                                         ANNEX C

                                 ASSIGNMENT FORM

                  [TO BE SIGNED ONLY UPON TRANSFER OF WARRANT]

               For value received, the undersigned hereby sells, assigns and
transfers unto _________________________, all of the rights represented by the
within Warrant to purchase shares of Common Stock of HUNTSMAN PACKAGING
CORPORATION (the "COMPANY"), to which such Warrant relates, and appoints
________________________ Attorney to transfer such Warrant on the books of the
Company, with full power of substitution in the premises.

DATED:


                                   ------------------------------
                                             (Signature)



                                   ------------------------------
                                              (Address)