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                              AMENDED AND RESTATED
                              WARRANT AGREEMENT OF
                                   AVNET, INC.
                                  11,452 SHARES

                             Dated as of July 3, 2000

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



                          COMMON STOCK PURCHASE WARRANT

     AMENDED AND RESTATED  WARRANT  AGREEMENT dated as of July 3, 2000,  between
Avnet,  Inc. (the "Company"),  the Company as Warrant Agent,  Savoir  Technology
Group,  Inc.  ("Savoir")  and IBM Credit  Corporation  (the "Warrant  Holder" or
"Holder").

     WHEREAS,  in  connection  with an Inventory and Working  Capital  Agreement
Amendment #4 dated as of September 30, 1997,  by and between  Savoir (then known
as Western Micro Technology,  Inc.) and the Holder, the Holder received warrants
(the "Original  Warrants") to acquire  100,000 shares of Common Stock of Savoir,
at an exercise price of $7.50 per share,  subject to  adjustment,  pursuant to a
Warrant Agreement dated September 30, 1997 (the "Original Warrant Agreement");

     WHEREAS,  pursuant to Section 2.6 of the  Original  Warrant  Agreement,  in
September  1998,  the  exercise  price of the  Original  Warrants  was  reset to
$4.76875 per share (the "Reset");

     WHEREAS,  pursuant to an Amended and Restated  Agreement and Plan of Merger
by and between the Company,  Tactful  Acquisition Corp.  ("Tactful") and Savoir,
dated March 2, 2000 (the "Merger  Agreement"),  on July 3, 2000,  Tactful merged
with and into Savoir (the "Merger") and Savoir became a wholly-owned  subsidiary
of the Company;

     WHEREAS,  as a result of the the Merger,  each outstanding  share of common
stock of Savoir  was  converted  into a right to receive a portion of a share of
the common  stock,  par value $1.00 per share,  of the  Company  equal to number
derived by dividing $7.85 by $68.5472 (the "Exchange Ratio");

     WHEREAS,  pursuant  to  Section  1.9(ii) of the  Merger  Agreement,  at the
effective time of the Merger,  the Original Warrants were converted into a right
to acquire shares of the common stock,  par value $1.00 per share (the "Shares")
of the Company, adjusted according to the Exchange Ratio (the "Warrants");

     WHEREAS,  the Company,  Savoir and the Holder wish to amend and restate the
Original Warrant  Agreement and the Original  Warrants to reflect the effects of
the Reset and the Merger;






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     In  consideration  of the  foregoing,  and for the purpose of defining  the
terms and  provisions  of all of the  Warrants  and the  respective  rights  and
obligations  thereunder  of the  Company  and the  Holder,  the  Company and the
Warrant Holder hereby agree as follows:

     SECTION 1. TRANSFERABILITY AND FORM OF THE WARRANTS.

     1.1 REGISTRATION. The Warrants shall be numbered and shall be registered on
the books of the Company  maintained at the  principal  office of the Company at
2211 South 47th Street,  Phoenix,  Arizona 85034 (the "Warrant  Register").  The
Company  shall be entitled to treat the Holders of the Warrants as the owners in
fact thereof for all purposes and shall not be bound to recognize  any equitable
or other claim to or interest in such  Warrants on the part of any other person,
and shall not be liable for any Company registration or transfer of the Warrants
which  is  registered  or to be  registered  in the name of a  fiduciary  or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is  committing  a breach of trust in  requesting  such  registration  of
transfer,  or with such knowledge of such facts that its  participation  therein
amounts to bad faith.

     1.2 TRANSFER RESTRICTIONS. The Warrants are freely transferable, subject to
applicable  securities  laws  restrictions.   The  holder  of  any  Warrants  so
transferred shall continue to be bound by this Agreement.  However,  the minimum
denomination of any Warrant hereunder shall be a Warrant  exchangeable for 1,000
Warrant Shares.

     1.3  TRANSFER-GENERAL.  Subject to the terms hereof,  the Warrants shall be
transferable only on the books of the Company maintained at its principal office
upon  delivery  thereof  duly  endorsed by the Holder or by its duly  authorized
attorney or  representative,  or accompanied  by proper  evidence of succession,
assignment  or authority  to transfer.  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 to remain  with the  Company in its  discretion.  Upon any
registration of transfer, the Company shall countersign and deliver new Warrants
to the Persons  entitled  thereto.  The Company or the Warrant Agent may require
the payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any such transfer.

     1.4 NOTICES OF  CORPORATE  ACTIONS.  In the event of: (a) any taking by the
Company  of a record of the  holders  of the  Common  Stock for the  purpose  of
determining  the  holders  thereof who are  entitled to receive any  dividend or
distribution,  or any right to subscribe for,  purchase or otherwise acquire any
shares of capital  stock of any class or any other  securities,  (b) any capital
reorganization of the Company,  any  reclassification or recapitalization of the
capital  stock of the  Company  or any  consolidation  or merger  involving  the
Company  and any other  Person or any  transfer or other  disposition  of all or
substantially all the assets of the Company to another Person; (c) any voluntary
or involuntary dissolution, liquidation or winding-up of the Company, or (d) any
amendment of the Certificate of Incorporation of the Company,  the Company shall
mail to each Warrant  Holder in  accordance  with the  provisions  of Section 12
hereof  a notice  specifying  (i) the date or  expected  date on which  any such
record is to be taken for the purpose of such dividend,  distribution  or right,
and the amount and character of such  dividend,  distribution  or right and (ii)
the date or expected  date on which any such  reorganization,  reclassification,
recapitalization,  consolidation,  merger, transfer,  disposition,  dissolution,
liquidation or winding-up is to take place,  the time, if any such time is to be
fixed,  as of which the  holders of record of Common  Stock shall be entitled to
exchange  their  shares of Common  Stock for the  securities  or other  property
deliverable upon such

                                      - 2 -



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reorganization,  reclassification,   recapitalization,   consolidation,  merger,
transfer, disposition,  dissolution, liquidation or winding-up and a description
in  reasonable  detail of the  transaction.  Such notice  shall be mailed to the
extent  practicable  at least  thirty  (30),  but not more than ninety (90) days
prior to the date therein  specified.  In the event that the Company at any time
sends any notice to the holders of its Common Stock, it shall  concurrently send
a copy of such notice to each Warrant Holder.

     1.5  FORM OF THE  WARRANTS.  The  text of the  Warrants  and of the form of
election  (the  "Purchase  Form") to purchase  Shares  pursuant to the  Warrants
("Warrant  Shares")  shall be  substantially  as set forth in Exhibit A attached
hereto.  The Exercise Price (as defined in and determined in accordance with the
provisions of Sections 2 and 6 hereof) and the number of Warrant Shares issuable
upon  exercise of the Warrant is subject to  adjustment  upon the  occurrence of
certain events,  all as hereinafter  provided.  The Warrant shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
President,  Chief Financial Officer, or one of its Vice Presidents, and attested
by its Secretary or an Assistant Secretary.

     The Warrants shall be dated as of the date of  countersignature  thereof by
the Company either upon initial issuance or upon transfer.

     SECTION 2. TERMS OF THE WARRANTS; EXERCISE OF THE WARRANTS; EXERCISE PRICE,
ETC.

     2.1 TERM OF THE  WARRANTS/VESTING.  Subject to the terms of this Agreement,
the Holder shall have the right,  which may be exercised from time to time until
September  30, 2004 (the  "Expiration  Date"),  to purchase from the Company the
number of fully paid and  nonassessable  Warrant  Shares which the Holder may at
the time be entitled to  purchase  on exercise of such  Warrant.  The Warrant is
fully  vested.  If the last day for the  exercise of the Warrant  shall not be a
business day, then the Warrant may be exercised on the next succeeding  business
day.

     2.2 EXERCISE OF THE WARRANTS.  The Warrants may be exercised upon surrender
to the Company,  at its principal  office,  of the  certificate  evidencing  the
particular  Warrant to be  exercised,  together  with the  Purchase  Form on the
reverse thereof duly completed and executed,  and upon payment to the Company of
the Exercise  Price,  for the number of Warrant  Shares in respect of which such
Warrant is then exercised.  Upon partial exercise, a Warrant certificate for the
unexercised portion shall be delivered to the Holder.  Payment of the aggregate.
Exercise Price shall be made as provided in Section 2.3 below.

     Subject to Section 3 hereof,  upon such surrender of a Warrant, a completed
Purchase Form, and payment of the Exercise Price as aforesaid, the Company shall
issue and cause to be  delivered  with all  reasonable  dispatch  to or upon the
written  order  of the  Holder  and in such  name or  names  as the  Holder  may
designate,  a certificate or certificates  for the number of full Warrant Shares
so  purchased  upon the exercise of the  particular  Warrant,  together  with an
additional  whole share in respect of any  fractional  Warrant  Share  otherwise
issuable upon such surrender.  Such certificate or certificates  shall be deemed
to have been issued and any person so  designated  to be named  therein shall be
deemed to have become a holder of record of such  Warrant  Shares as of the date
of the surrender of the  particular  Warrant,  a completed  Purchase  Form,  and
payment of the Exercise Price, as aforesaid;  provided, however, that if, at the
date of surrender of the  particular  Warrant,  a completed  Purchase  Form, and
payment of such Exercise  Price,  the transfer  books for the Warrant  Shares or
other class of stock  purchasable  upon the exercise of the  particular  Warrant
shall be closed, the certificates for the Warrant Shares in respect of which the
particular  Warrant is then exercised  shall be issuable as of the date on which
such books shall next be opened (whether before or after the

                                      - 3 -



<PAGE>



Expiration  Date) and  until  such  date the  Company  shall be under no duty to
deliver any  certificate for such Warrant Shares;  provided,  further,  that the
transfer books of record,  unless otherwise required by law, shall not be closed
at any one time for a period longer than 20 calendar days.

     2.3 PAYMENT OF THE EXERCISE  PRICE.  Payment of the Exercise Price shall be
made at the option of the Holder by one or more of the following methods: (i) by
delivery of cash,  or a certified  or official  bank check in the amount of such
Exercise Price,  (ii) by instructing the Company to withhold a number of Warrant
Shares then issuable upon exercise of the  particular  Warrant with an aggregate
Fair Value (as defined in Section 7 hereof)  equal to such  Exercise  Price (the
"Share  Withholding  Option"),  (iii) by  surrender  to the  Company of Notes in
principal amount plus accrued  interest equal to the applicable  Exercise Price,
or (iv) by  surrendering  to the  Company  shares  of  Common  Stock  previously
acquired  by the Holder  with an  aggregate  Fair Value  equal to such  Exercise
Price,  or any  combination  of foregoing.  In the event of any  withholding  of
Warrant Stock or surrender of Common Stock pursuant to clause (ii) or (iv) above
where the number of shares  whose Fair Value is equal to the  Exercise  Price is
not a whole  number,  the number of shares  withheld  by or  surrendered  to the
Company shall be rounded down to the nearest whole share.

     2.4 COMPLIANCE WITH GOVERNMENT  REGULATIONS.  Holder acknowledges that none
of the Warrants or Warrant Shares has been registered  under the Act, and may be
sold or  disposed  of in the absence of such  registration  only  pursuant to an
exemption from such  registration  and in accordance  with this  Agreement.  The
Warrants and Warrant Shares will bear a legend to the following effect:

         "THE SALE OF THE  SECURITIES  REPRESENTED  HEREBY HAS NOT BEEN
         REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT").  NO SALE OR  OTHER  DISPOSITION  OR  PLEDGE  OF  THESE
         SECURITIES OR THE SECURITIES  UNDERLYING  THESE SECURITIES CAN
         BE  EFFECTED  WITHOUT  AN  EFFECTIVE   REGISTRATION  STATEMENT
         RELATING THERETO OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
         COMPANY OR A NO ACTION LETTER OR  INTERPRETIVE  OPINION OF THE
         STAFF OF THE  SECURITIES  AND  EXCHANGE  COMMISSION  THAT SUCH
         REGISTRATION IS NOT REQUIRED UNDER THE ACT."


                  2.5  EXERCISE  PRICE.  The price  per  share at which  Warrant
Shares shall be purchasable upon exercise of the Warrant (the "Exercise  Price")
shall be $41.64 per share, subject to adjustment pursuant to Section 6 hereof.

                  2.6 EXERCISE PRICE RESET. In the event that on any anniversary
of  September  30,  1997  during the term of the  Warrants,  the  average of the
closing bid price for the ten (10)  Trading  Days prior to such  anniversary  is
less than the Exercise  Price of the Warrants then in effect,  then the Exercise
Price of the Warrants  shall be reset to 87.5% of the average of the closing bid
prices for such ten (10) Trading Day period.  In the event that the Common Stock
of the Company is no longer publicly traded on any such  anniversary  date, then
in lieu of the ten (10) Trading Day average of the closing bid prices,  the Fair
Value of the Common Stock shall be used.

     SECTION 3.  PAYMENT OF TAXES.  The Company will pay all  documentary  stamp
taxes, if any,  attributable to the initial issuance of the Warrants and Warrant
Shares upon the exercise of any of the

                                      - 4 -



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Warrants;  provided,  however, that the Company shall not be required to pay any
tax or taxes  which may be payable in respect of any  transfer  involved  in the
issue or delivery of the Warrants or  certificates  for Warrant Shares in a name
other than that of the Holder of the particular Warrant.

     SECTION 4.  MUTILATED  OR MISSING  WARRANTS.  In case the Warrant  shall be
mutilated,  lost,  stolen or  destroyed,  the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and  substitution  for the Warrant lost,  stolen or destroyed,  a new
Warrant  certificate  of like  tenor and  representing  an  equivalent  right or
interest;  but only upon  receipt of  evidence  reasonably  satisfactory  to the
Company of such loss, theft or destruction of the particular Warrant certificate
and indemnity or bond, if requested,  also  reasonably  satisfactory to them. An
applicant for such substitute  Warrant  certificate  shall also comply with such
other  reasonable  regulations  and pay such  other  reasonable  charges  as the
Company may prescribe.

     SECTION 5. RESERVATION OF WARRANT SHARES.

     5.1  RESERVATION  OF  WARRANT  SHARES.  There have been  reserved,  and the
Company shall at all times keep reserved, out of its authorized shares of Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the outstanding Warrants.  The transfer
agent for the Common Stock ("Transfer  Agent"),  and every  subsequent  transfer
agent for any shares of the Company's  capital stock  issuable upon the exercise
of any of the rights of purchase  aforesaid  will be and are hereby  irrevocably
authorized and directed at all times until the  Expiration  Date to reserve such
number of authorized shares as shall be requisite for such purpose.  The Company
will  keep a copy of this  Agreement  on file with the  Transfer  Agent and with
every  subsequent  transfer agent for any shares of the Company's  capital stock
issuable upon the exercise of the rights of purchase represented by the Warrant.
The Company  covenants that all Warrant Shares which may be issued upon exercise
of the  Warrant  will,  upon  issue,  be  fully  paid,  nonassessable,  free  of
preemptive rights in any third party and free from all taxes, liens, charges and
security  interests with respect to the issue  thereof.  The Company will supply
such Transfer Agent and any  subsequent  transfer agent with duly executed stock
certificates  for such  purpose  and  will  itself  provide  or  otherwise  make
available  any cash  which  may be  payable  as  provided  in  Section 8 of this
Agreement. The Company will furnish to such Transfer Agent a copy of all notices
of adjustments,  and certificates  related thereto,  transmitted to each Holder.
The  particular  Warrant  surrendered  in the  exercise  of the  rights  thereby
evidenced shall be canceled by the Company.

     5.2 CANCELLATION OF THE WARRANTS. In the event the Company shall purchase a
Warrant, or otherwise acquire any of the Warrants,  the particular Warrant shall
be canceled and retired.

     SECTION 6.  ADJUSTMENT OF THE EXERCISE PRICE AND NUMBER OF WARRANT  SHARES.
The number and kind of securities  purchasable  upon the exercise of the Warrant
and the Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter defined.

     6.1 STOCK  DIVIDENDS,  SUBDIVISIONS  AND  COMBINATIONS.  If at any time the
Company shall:

     (1) take a record of the  holders  of its Common  Stock for the  purpose of
entitling  them to  receive a dividend  payable  in, or other  distribution  of,
additional shares of Common Stock,


                                      - 5 -



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     (2) subdivide its shares of Common Stock  outstanding  into a larger number
of shares of such Common Stock, or

     (3) combine its shares of Common Stock outstanding into a smaller number of
shares of such Common Stock, then the number of Warrant Shares shall be adjusted
so that the Warrant Holder  thereafter will be entitled to receive the number of
shares of Common  Stock that such Warrant  Holder  would have owned  immediately
following such action had the Warrant been exercised  immediately prior thereto,
and the Exercise  Price of the Warrant shall be adjusted to equal the product of
the Exercise  Price in effect  immediately  prior to such event  multiplied by a
fraction  the  numerator  of  which is equal to the  number  of  Warrant  Shares
purchasable  upon  the  exercise  of  the  Warrant  immediately  prior  to  such
adjustment,  and the  denominator  of which is equal to the  number  of  Warrant
Shares purchasable immediately thereafter, and thereafter the provisions of this
Warrant   Agreement   shall  apply  with  like  effect  to  such  additional  or
reclassified shares.

     6.2. RIGHTS OFFERINGS AND OFFERINGS OF COMMON STOCK.

     (a) In the event that the Company issues rights, options or warrants to all
holders of its Common  Stock in respect of its Common  Stock  entitling  them to
subscribe for or purchase  shares of Common Stock at a price per share less than
the Fair Value per share  (determined as provided  below) of the Common Stock on
the date fixed for the  determination  of stockholders  entitled to receive such
rights,  options or  warrants,  the  Exercise  Price in effect at the opening of
business on the day  following  the date fixed for such  determination  shall be
decreased  by  multiplying  such  Exercise  Price by a  fraction  of  which  the
numerator shall be the number of shares of Common Stock Outstanding at the close
of business on the date fixed for such  determination  plus the number of shares
of Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such Fair  Value  and the  denominator  shall be the  number of shares of Common
Stock  Outstanding  at  the  close  of  business  on the  date  fixed  for  such
determination  plus  the  number  of  shares  of  Common  Stock so  offered  for
subscription or purchase,  such decrease to become effective  immediately  after
the  opening  of  business  on  the  day  following  the  date  fixed  for  such
determination. To the extent that shares of Common Stock are not delivered after
the expiration of such rights,  options or warrants, the Exercise Price shall be
readjusted (but only with regard to any Warrant exercised after such expiration)
to the Exercise Price that would be in effect had the  adjustment  made upon the
issuance  of such  rights,  options  or  warrants  been  made  upon the basis of
delivery  of only the  number of shares of Common  Stock  actually  issued.  The
Company  will not issue any rights,  options or warrants in respect of shares of
Common Stock held in the treasury of the Company.  The  foregoing  provisions of
this Section 6.2 shall not apply to any rights issued to holders of Common Stock
that are not currently exercisable and shall not apply until such time that such
rights become exercisable.

     (b) In case the Company shall issue shares of Common Stock,  Stock Purchase
Rights or Convertible Securities,  for a price per share of Common Stock, in the
case of the issuance of Common  Stock,  or for a price per share of Common Stock
initially  deliverable  upon conversion or exchange of such securities less than
Fair Value per share of Common Stock on the date the Company fixed the offering,
conversion or exchange price of such  additional  shares,  the Exercise Price in
effect at the opening of business on the day  following  the date fixed for such
determination  shall  be  decreased  by  multiplying  such  Exercise  Price by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
Outstanding  at the close of business  on the date fixed for such  determination
plus the number of shares of Common  Stock which the  aggregate  of the offering
price of the total number of shares of Common Stock so offered for  subscription
or purchase would purchase at such Fair Value and the  denominator  shall be the
number of shares of Common Stock

                                      - 6 -



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Outstanding  at the close of business  on the date fixed for such  determination
plus the  number of  shares  of Common  Stock so  offered  for  subscription  or
purchase,  such decrease to become  effective  immediately  after the opening of
business  on the day  following  the date  fixed  for such  determination.  Such
adjustment  shall  be made  whenever  such  shares,  Stock  Purchase  Rights  or
Convertible  Securities are issued, and shall become effective immediately after
the  effective  date of such event  retroactive  to the record date, if any, for
such event.  To the extent that shares of Common Stock are not  delivered  after
the expiration of such Stock Purchase Rights or the  Convertible  Securities are
not converted,  the Exercise Price shall be readjusted  (but only with regard to
any Warrant exercised after such expiration) to the Exercise Price that would be
in effect had the  adjustment  made upon the  issuance  of such  Stock  Purchase
Rights or  Convertible  Securities  been made upon the basis of delivery of only
the number of shares of Common Stock actually issued.

     6.3  OTHER  DISTRIBUTIONS.  In case  the  Company  shall,  by  dividend  or
otherwise,  distribute  to all holders of its Common  Stock cash,  evidences  of
indebtedness,  shares of any class of  capital  stock or any other  property  or
rights  (including  securities,  but excluding (i) any dividend or  distribution
referred  to in  Section  6.1,  and (ii) any  merger or  consolidation  or other
transactions  to which  Section 6.4  applies),  then,  in such  event,  upon the
exercise of the Warrant,  the Holder shall receive from the Company, in addition
to the  shares  of  Common  Stock to which the  Holder  is  entitled,  any cash,
evidences  of  indebtedness,  shares of any class of capital  stock or any other
property  distributed  by the Company with respect to the shares of Common Stock
as to which the exercised Warrant pertains,  and until such Exercise the Company
shall retain the cash, evidences of indebtedness, shares of any class of capital
stock,  or other  property or rights so  distributed in trust for the benefit of
the Holder.  Upon the expiration of any such unexercised  Warrant, to the extent
not  exercised,  the property  held in trust shall be released to the Company or
its designee.

     In the event of a  distribution  by the Company to holders of its shares of
Common  Stock  of  stock  of a  subsidiary  or  securities  convertible  into or
exercisable  for such  stock,  then in lieu of an  adjustment  in the  number of
Shares  purchasable upon the exercise of any of the Warrants,  the Holder of any
of the Warrants,  upon the exercise thereof at any time after such distribution,
shall be entitled to receive from the Company,  such  subsidiary or both, as the
Company  shall  determine,  the stock or other  securities  to which such Holder
would have been  entitled if such Holder had exercised  the  particular  Warrant
immediately prior thereto, all subject to further adjustment as provided in this
Section 6.

     6.4 REORGANIZATION,  RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION
OF ASSETS.

     (a) In case the  Company  shall  reorganize  its  capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is any change whatsoever
in, or  distribution  with  respect  to,  the  outstanding  Common  Stock of the
Company),  or sell, transfer or otherwise dispose of all or substantially all of
its property,  assets or business to another  corporation  and,  pursuant to the
terms  of  such  reorganization,   reclassification,  merger,  consolidation  or
disposition of assets,  (i) shares of common stock of the successor or acquiring
corporation or of the Company (if it is the surviving  corporation)  or (ii) any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants,  options,  or other  subscription  or purchase  rights) in
addition to or in lieu of common stock of the successor or acquiring corporation
are to be  received  by or  distributed  to the  holders of Common  Stock of the
Company who are holders  immediately prior to such transaction,  then the Holder
of the  Warrants  shall have the right  thereafter  to receive from the Company,
upon exercise of the applicable Warrant, the number of shares of common stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and other property receivable upon or as a result of such

                                      - 7 -



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reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common  Stock for which the  Warrants are
exercisable  immediately prior to such event and until such exercise the Company
shall retain the cash, evidences of indebtedness, shares of any class of capital
stock,  or other  property or rights so received in trust for the benefit of the
Holder. If the Warrant is exercised in such event, the aggregate  Exercise Price
otherwise  payable for the shares of Common Stock  transferable upon exercise of
the  Warrant  shall be  allocated  among the  shares  of common  stock and other
property  receivable  as a  result  of  such  reorganization,  reclassification,
merger,  consolidation  or disposition of assets in proportion to the respective
fair  market  values  of such  shares of common  stock  and  other  property  as
determined in good faith by the Holder and the Company,  if necessary.  Upon the
expiration of any such  unexercised  Warrant,  to the extent not exercised,  the
property held in trust shall be released to the Company or its designee.

     (b)  In  case  of  any  such  reorganization,   reclassification,   merger,
consolidation or disposition of assets,  the successor or acquiring  corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Agreement  to be performed  and observed by the Company and all the  obligations
and liabilities  hereunder.  For purposes of this Section 6.4,  "common stock of
the successor or acquiring  corporation" shall include stock of such corporation
ration of any class that is not  preferred  as to  dividends  or assets over any
other class of stock of such  corporation  and that is not subject to redemption
and shall also include any evidences of  indebtedness,  shares of stock or other
securities that are convertible into or exchangeable for any such stock,  either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The foregoing  provisions  of this Section 6.4 shall  similarly
apply to successive reorganizations,  reclassification,  mergers, consolidations
or disposition of assets.

     6.5 ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE.  Upon any adjustment of the
Exercise Price as provided in Section 6.2 hereof, the Holder shall thereafter be
entitled to purchase  upon the  exercise of the Warrant,  at the Exercise  Price
resulting from such adjustment, the number of shares of Common Stock obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the  number of  shares  of Common  Stock  transferable  on the  exercise  hereof
immediately  prior to such  adjustment  and dividing the product  thereof by the
Exercise Price resulting from such adjustment.

     6.6 DETERMINATION OF CONSIDERATION. For purposes of Section 6.2 hereof, the
consideration  received and/or  receivable by the Company in connection with the
issuance,  sale, grant or exercise of additional  shares of Common Stock,  Stock
Purchase  Rights  or  Convertible  Securities,  irrespective  of the  accounting
treatment of such consideration, shall be valued as follows:

     (1)  SECURITIES  OR  OTHER  PROPERTY.  In the case of  securities  or other
property,  the fair market value  thereof as of the date  immediately  preceding
such issuance,  sale, grant or exercise as determined in good faith by the Board
of Directors  of the Company  which  determination  shall be  conclusive  absent
manifest error.

     (2) DIVIDENDS IN  SECURITIES.  In case the Company shall declare a dividend
or make any other  distribution  upon any stock of the Company payable in either
case in Common Stock or Convertible Securities, such Common Stock or Convertible
Securities,  as the  case  may be,  issuable  in  payment  of such  dividend  or
distribution shall be deemed to have been issued or sold without consideration.

     (3) MERGER,  CONSOLIDATION OR SALE OF ASSETS.  In case any shares of Common
Stock,  Stock  Purchase  Rights  or  Convertible  Securities  shall be issued in
connection with any merger or

                                      - 8 -



<PAGE>



consolidation in which the Company is the surviving  corporation,  the amount of
consideration  therefor  shall be deemed to be the fair value of such portion of
the assets and business of the  non-surviving  corporation  attributable to such
Common Stock, Stock Purchase Rights or Convertible Securities,  as is determined
in good faith by the Board of Directors of the Company which determination shall
be conclusive absent manifest error.

     6.7 OTHER  PROVISIONS  APPLICABLE TO  ADJUSTMENTS  UNDER THIS SECTION.  The
following  provisions  shall  be  applicable  to the  adjustments  provided  for
pursuant to this Section 6:

     (A) WHEN ADJUSTMENTS TO BE MADE. The adjustments required by this Section 6
shall be made whenever and as often as any  specified  event  requiring  such an
adjustment shall occur.  For the purpose of any such  adjustment,  any specified
event  shall be deemed to have  occurred at the close of business in New York on
the date of its occurrence.

     (B) FRACTIONAL  INTERESTS.  In computing  adjustments under this Section 6,
fractional  interests in Common Stock shall be taken into account to the nearest
1/100th of a share.

     (C) WHEN ADJUSTMENT NOT REQUIRED.

     (1) If the Company  shall take a record of the holders of its Common  Stock
for the purpose of entitling them to receive a dividend or distribution to which
the  provisions of Section 6 would apply,  but shall,  thereafter and before the
distribution to stockholders thereof, legally abandon its plan to pay or deliver
such dividend or  distribution,  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.

     (2) In case the Company shall sell or issue shares of Common Stock or Stock
Purchase Rights in the following situations:

     (i) to,  officers,  directors,  consultants  or  employees  of the  Company
pursuant to a plan approved by the Company's  shareholders or Board of Directors
at a price not less than 85% of the Fair Value of the Company's  Common Stock in
an amount (taking into account all prior sales or issuances excluded pursuant to
this  clause (i)) not  greater  than 5% of the total  number of shares of Common
Stock Outstanding; or

     (ii) pursuant to a provision in any existing  agreement between the Company
and any third party in respect of an  acquisition by the Company in which all or
a portion of the consideration in connection with such acquisition is payable by
the issuance of shares of Common Stock or Stock Purchase Rights; or

     (iii) to the former holders of Savoir's Series A Preferred Stock, $0.01 par
value, as dividends thereon; or

     (iv) to any Person upon the exercise of any Stock  Purchase Right of Savoir
outstanding on September 30, 1997;

     (v) to Canpartners  Investments IV, LLC and Robert Fleming Inc., a Delaware
corporation, upon exercise of their warrant dated September 30, 1997, to acquire
45,808 shares of the Company's Common Stock,

                                      - 9 -



<PAGE>



there  shall be no  adjustment  in the  Exercise  Price or the number of Warrant
Shares either upon the initial  issuance of such securities or upon the exercise
or conversion thereof.

     (d) MAXIMUM EXERCISE PRICE.  Except with respect to mechanical  adjustments
pursuant to Section 6.1 above,  at no time shall the Exercise Price per share of
Common  Stock exceed the amount set forth in Section 2.5 of this  Agreement,  as
adjusted pursuant to Section 2.6.

     (e) CERTAIN LIMITATIONS.  Notwithstanding  anything herein to the contrary,
the  Company  agrees not to enter into any  transaction  that,  by reason of any
adjustment under Section 6 above, would cause the Exercise Price to be less than
the par value of the Common Stock,  if any, unless the Company first reduces the
par value of the  Common  Stock to be less than the  Exercise  Price  that would
result from such transaction.

     (f) NOTICE OF  ADJUSTMENTS.  Whenever  the number of shares of Common Stock
for which the Warrants are  exercisable  or the Exercise Price shall be adjusted
pursuant to this Section 6, the Company forthwith shall prepare a certificate to
be  executed by either the chief  executive  or chief  financial  officer of the
Company setting forth, in reasonable  detail, the event requiring the adjustment
and the method by which such adjustment was calculated, specifying the number of
shares of Common  Stock for which  the  Warrants  are  exercisable  and (if such
adjustment  was made pursuant to Section 6.3)  describing the number and kind of
any  other  shares  of  stock or other  property  for  which  the  Warrants  are
exercisable,  and any related change in the Exercise Price,  after giving effect
to such adjustment or change.  The Company shall promptly  deliver a signed copy
of such  certificate  to the Holder in  accordance  with Section 12. The Company
shall keep at its principal office copies of all such certificates and cause the
same to be available for inspection at said office during normal  business hours
by any Holder or any  prospective  transferee  of any Warrants  designated  by a
Holder thereof.

     (g)  INDEPENDENT  APPLICATION.  Except as otherwise  provided  herein,  all
subsections  of this  Section 6 are  intended  to operate  independently  of one
another  (but  without  duplication).  If an  event  occurs  that  requires  the
application of more than one  subsection,  all applicable  subsections  shall be
given independent effect without duplication.

     6.8 RIGHT OF FIRST REFUSAL. As used in this Section 6.8, the term "Holder's
Ratio"  means the sum of the  number of shares of Common  Stock of the  Company,
plus the  number  of  shares  of  Common  Stock of the  Company  underlying  the
Warrants,  plus the number of shares of Common  Stock of the Company  underlying
Stock Purchase Rights,  held by a Holders or its assigns,  divided by the number
of shares of Common  Stock of the  Company  Outstanding  from time to time.  The
Company  agrees that if at any time while a Holder  holds shares of Common Stock
of the Company or  Warrants,  if the Company  desires to sell or issue shares of
Common Stock or Stock Purchase Rights of the Company (excluding shares of Common
Stock  issuable after the date hereof  pursuant to Stock Purchase  Rights of the
Company  existing on the date hereof,  or shares issuable in connection with the
matters  listed in Section  6.7(c)(2)),  then the Company shall first notify all
the  Holders  of the terms of such  proposed  sale and  issuance  and permit the
Holders to acquire on the same terms and  conditions  (which  need only  include
monetary  terms and  conditions  and not need  include any terms and  conditions
which  cannot be matched by the Holders) an amount equal to the number of shares
of Common Stock or Stock Purchase Rights proposed to be issued or sold times the
Holder's  Ratio.  The Holders shall have ten (10) Business Days after receipt of
such  notice to elect by notice to the  Company in writing  whether to  purchase
such shares of Common  Stock or such Stock  Purchase  Rights,  and may  withdraw
their  election by notice to the Company at any time up to two (2) Business Days
prior to the closing of the offer.  After the ten (10)  Business  Day period has
expired, the Company shall have up to

                                     - 10 -



<PAGE>



ninety  (90) days (or such  longer time as may be  reasonable  necessary  in the
event the proposed issuance is pursuant to a public offering of shares of Common
Stock or Stock  Purchase  Rights)  to  complete  the sale of any such  shares of
Common  Stock or Stock  Purchase  Rights,  provided  that if the  Company  later
desires to change the terms of such sale or issuance in any material  respect it
shall first reoffer such shares of Common Stock or Stock Purchase  Rights to the
Holders pursuant to the procedures set forth herein.

     The  Right  of  First  Refusal  set  forth  in  this  Section  may  only be
transferred in connection  with a transfer of the Warrants or Warrant Shares and
shall  terminate  with respect to any of the  Holders'  shares after such shares
have been sold  pursuant to a  registration  statement  filed with and  declared
effective  by the  Securities  and Exchange  Commission  or pursuant to Rule 144
under the Act, and shall in no event continue beyond the term of the Warrants.

     SECTION 7. DEFINITIONS.

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

     ACT shall mean the Securities Act of 1933, as amended.

     BUSINESS  DAY shall mean any day that is not a Saturday  or Sunday or a day
on which banks are required or permitted to be closed in New York or California.

     COMMON  STOCK means the Common  Stock of the  Company,  $1.00 par value per
share,  and any capital  stock into which such Common  Stock may  thereafter  be
changed,  and shall also  include (i) capital  stock of the Company of any other
class  (regardless  of how  denominated)  issued to the holders of shares of any
Common Stock upon any reclassification thereof which is also not preferred as to
dividends or liquidation  over any other class of stock of the Company and which
is not subject to redemption and (ii) shares of common stock of any successor or
acquiring  corporation  (as  defined  in  Section  6.4  hereof)  received  by or
distributed  to the holders of Common Stock of the Company in the  circumstances
contemplated by Section 6.4 hereof.

     CONVERTIBLE  SECURITIES  shall mean  evidences of  indebtedness,  shares of
stock or other securities that are convertible into or exchangeable for, with or
without  payment of  additional  consideration  in cash or  property,  shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

     CURRENT MARKET PRICE shall mean as of any specified date the average of the
Daily  Market  Price of the Common  Stock of the  Company  for the  twenty  (20)
consecutive  Trading Days  immediately  preceding  such date.  The "Daily Market
Price" for each such Trading Day shall be the closing  price of the Common Stock
on the  principal  stock  exchange  or market on which  such  stock is  actually
traded.

     FAIR VALUE means,  per share of Common Stock as of any specified  date, (i)
if the Common Stock is publicly  traded on such date,  the Current  Market Price
per share or (ii) if the Common Stock is not publicly  traded on such date,  the
fair market  value per share of Common  Stock shall be agreed upon in good faith
between the Holders and the Company.

     OUTSTANDING  shall mean,  when used with reference to Common Stock,  at any
date as of which the number of shares  thereof is to be  determined,  all issued
and outstanding shares of

                                     - 11 -



<PAGE>



Common  Stock,  except  shares  then owned or held by or for the  account of the
Company or any Subsidiary there of.

     PERSON shall mean any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, incorporated organization, association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

     PREEMPTIVE  RIGHT means a right of a stockholder  to preempt or to purchase
before others a new issue of shares in  proportion to one's present  interest in
the Company.

     STOCK PURCHASE RIGHTS shall mean any options,  warrants or other securities
or rights to  subscribe to or  exercisable  for the purchase of shares of Common
Stock or Convertible Securities, whether or not immediately exercisable.

     TRADING DAY means any day that the  principal  stock  exchange or market on
which the securities of the Company are traded is open for trading.

     SECTION 8. FRACTIONAL INTERESTS. The Company shall not be required to issue
fractional  Warrant Shares on the exercise of the Warrant.  If any fraction of a
Warrant  Shares would,  except for the provisions of this Section 8, be issuable
on the exercise of the Warrant (or specified portion thereof), the Company shall
round up such share to an additional whole share of Common Stock.

     SECTION 9. NO RIGHTS AS STOCKHOLDER;  NOTICES TO HOLDER.  Nothing contained
in either this  Agreement or the Warrant shall be construed as  conferring  upon
the  Holder  or its  permitted  transferees  the  right  to vote  or to  receive
dividends or to consent to or receive  notice as a stockholder in respect of any
meeting of  stockholders  for the  election of  directors  of the Company or any
other matter, or any rights whatsoever as a stockholder of the Company.

     SECTION 10. INSPECTION OF WARRANT AGREEMENT.  The Company shall keep copies
of this  Agreement  and any notices  given or received  hereunder  available for
inspection by the Holder during normal business hours at its principal office.

     SECTION 11.  IDENTITY OF TRANSFER  AND WARRANT  AGENT.  Forthwith  upon the
appointment  of any  subsequent  transfer  agent for the Common Stock or Warrant
Agent,  or any other shares of the  Company's  capital  stock  issuable upon the
exercise  of the  Warrant,  the  Company  will notify the Holder of the name and
address of such subsequent transfer agent.

     SECTION 12. NOTICES. Any notice pursuant to this Agreement by any Holder to
the  Company,  shall be in  writing  and shall be mailed  first  class,  postage
prepaid,  or  delivered  to the Company at its office at 2211 South 47th Street,
Phoenix, Arizona 85034.

     Each party hereto may from time to time change the address to which notices
to it are to be delivered or mailed  hereunder by notice in writing to the other
party.  Any notice  mailed  pursuant  to this  Agreement  by the  Company or the
Warrant Agent to the Holder shall be in writing and shall be mailed first class,
postage  prepaid,  or delivered to the Holder at its address on the books of the
Warrant Agent.


                                     - 12 -



<PAGE>



     SECTION  13.  GOVERNING  LAW.  This  Agreement  shall  be  governed  by and
construed in accordance  with the laws of the State of New York,  without giving
effect to principles of conflict of laws.  The parties hereto agree to submit to
the  jurisdiction of the United States District Court for the Southern  District
of New York and the  jurisdiction  of any court of the State of New York located
in New York  County in any action or  proceeding  arising  out of or relating to
this Agreement.

     SECTION 14. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDER HEREBY
IRREVOCABLY  WAIVES  THE  RIGHT  TO TRIAL BY JURY IN ANY  ACTION  OR  PROCEEDING
(INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH THE COMPANY AND THE HOLDER ARE
PARTIES AS TO ALL MATTERS  ARISING  DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT
OR ANY DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED IN CONNECTION HEREWITH.

     SECTION 15. SUCCESSORS.  All the covenants and provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.

     SECTION 16. MERGER OR CONSOLIDATION OF THE COMPANY.  So long as the Warrant
remains  outstanding,  the Company will not merge  consolidate  with or into, or
sell,  transfer or lease all or substantially  all of its property to, any other
corporation unless the successor or purchasing  corporation,  as the case may be
(if not the Company), shall expressly assume, by supplemental agreement, 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.

     SECTION 17.  AMENDMENTS AND WAIVERS.  This Agreement may not be modified or
amended  except by an instrument or instruments in writing signed by the Company
and a majority of the  Holders (by number of shares).  Either the Company or any
Holder may, by an  instrument  in writing,  waive  compliance by the other party
with any term or  provision  of this  Agreement  on the part of such other party
hereto to be  performed  or  complied  with.  The  waiver by any such party of a
breach of any term or  provision of this  Agreement  shall not be construed as a
waiver by any other party or of any subsequent breach.

     SECTION 18. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shall be
construed to give to any person or  corporation,  other than the Company and the
Holder, any legal or equitable right, remedy or claim under this Agreement,  but
this  Agreement  shall be for the sole and exclusive  benefit of the Company and
the Holder.

     SECTION 19.  AGREEMENT IN CONFIDENCE.  This Agreement and its terms and the
relationship between the Company and the Warrant Holder and its principals shall
be kept confidential by the Warrant Holder and its affiliates and by Company and
its  affiliates and will not be disclosed by either of them except to the extent
that as a matter of law it must be  disclosed  by either  party in any  document
filed  with  any  government  agency  or  authority  and  available  for  public
inspection  or as may  be  required  to be  disclosed  in  connection  with  the
Company's  sale of its capital  stock or assets or its  merger,  reorganization,
consolidation or similar event.

     SECTION 20.  CAPTIONS.  The captions of the Sections of this Agreement have
been inserted for convenience only and shall have no substantive effect.


                                     - 13 -



<PAGE>



     SECTION 21.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts  each of which so executed  shall be deemed to be an original;  but
such counterparts together shall constitute but one and the same instrument.

                                      * * *




                                     - 14 -



<PAGE>



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

                                                 THE COMPANY, AND
                                                 AS THE WARRANT AGENT:

                                                 AVNET, INC.,
                                                 a New York corporation


                                                 By:________________________
                                                 Title:


                                                 SAVOIR

                                                 SAVOIR TECHNOLOGY GROUP, INC.
                                                 a Delaware corporation


                                                 By:________________________
                                                 Title:

THE WARRANT HOLDER:

IBM CREDIT CORPORATION


By: _____________________
Title:








                                     - 15 -



<PAGE>



                                                     EXHIBIT A

No. ___                                                          ________ Shares


                          COMMON STOCK PURCHASE WARRANT

                              Void After 5:00 P.M.
                   Pacific Daylight Time on September 30, 2004

     THIS  CERTIFIES  THAT,  for value  received,  IBM Credit  Corporation,  the
registered  holder of this Common  Stock  Purchase  Warrant (the  "Warrant")  or
permitted  assigns (the "Holder"),  is entitled to purchase from Avnet,  Inc., a
New York corporation (the "Company"),  at any time until September 30, 2004 (the
"Expiration  Date"),  at the purchase  price per share of  $41.65(the  "Exercise
Price"),  the  number  of shares of Common  Stock of the  Company  (the  "Common
Stock")  which is equal to the number of Shares set forth  above.  The number of
shares  purchasable  upon  exercise of this Warrant and the  Exercise  Price per
share  shall be  subject  to  adjustment  from  time to time as set forth in the
Warrant Agreement referred to below.

     This Warrant is issued under and in accordance with an Amended and Restated
Warrant  Agreement dated as of July 3, 2000 (the "Warrant  Agreement"),  between
the Company and the  Warrant  Holder and is subject to the terms and  provisions
contained in the Warrant  Agreement,  to all of which the Holder of this Warrant
by acceptance  hereof consents.  A copy of the Warrant Agreement may be obtained
for inspection by the Holder hereof upon written request to the Company.

     This Warrant may be exercised in whole or in part by  presentation  of this
Warrant with the Purchase  Form annexed  hereto duly  executed and  simultaneous
payment of the Exercise Price (subject to adjustment) at the principal office of
the Company at 2211 South 47th Street, Phoenix,  Arizona, 85034. Payment of such
price shall be made at the option of the Holder  hereof in cash or by  certified
or  official  bank check or  otherwise  as set forth in the  Warrant  Agreement,
including in the form of a "net  exercise."  Terms  relating to exercise of this
Warrant is set forth more fully in the Warrant Agreement.

     This Warrant may be exercised in whole or in part. Upon partial exercise, a
Warrant  certificate  for the  unexercised  portion  shall be  delivered  to the
Holder.  No  fractional  shares will be issued upon the exercise of this Warrant
but the Company shall round up to a whole share any  fractional  share  issuable
upon the exercise of this Warrant.  This Warrant is transferable only in limited
circumstances  as  described  in the  Warrant  Agreement  at the  office  of the
Company,  in the manner and subject to the  limitations set forth in the Warrant
Agreement.




                                     - 16 -



<PAGE>



                                   EXHIBIT A-1


    "THE SALE OF THE SECURITIES  REPRESENTED HEREBY HAS NOT BEEN REGISTERED
    UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  NO SALE OR
    OTHER  DISPOSITION  OR PLEDGE  OF THESE  SECURITIES  OR THE  SECURITIES
    UNDERLYING  THESE  SECURITIES  CAN BE  EFFECTED  WITHOUT  AN  EFFECTIVE
    REGISTRATION  STATEMENT  RELATING  THERETO  OR AN  OPINION  OF  COUNSEL
    SATISFACTORY  TO THE  COMPANY  OR A NO ACTION  LETTER  OR  INTERPRETIVE
    OPINION OF THE STAFF OF THE  SECURITIES  AND EXCHANGE  COMMISSION  THAT
    SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT."

     The  Holder  hereof may be treated  by the  Company  and all other  persons
dealing with this  Warrant as the  absolute  owner hereof for any purpose and as
the person  entitled  to  exercise  the  rights  represented  hereby,  or to the
transfer  hereof  on the  books  of the  Company.  Any  notice  to the  contrary
notwithstanding,  and until such transfer on which books,  the Company may treat
the Holder hereof as the owner for all purposes.

     This Warrant  does not entitle any Holder  hereof to any of the rights of a
stockholder of the Company.

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

                                                 AVNET,INC.,
                                                 a New York corporation


                                                 By ___________________________
                                                          Name:
                                                          Title:


Attest _________________________
                  Name:
                  Title:

DATED:  As of July 3, 2000



                                     - 17 -



<PAGE>


                                   EXHIBIT A-2

                                  PURCHASE FORM

                                 Mailing Address

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

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

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


     The undersigned hereby irrevocably elects to exercise the right of purchase
represented   by  the  within   Warrant   for,   and  to  purchase   thereunder,
_______________  shares of the stock provided for therein,  and tenders herewith
payment of the purchase price in full in the form of cash or by cashier's  check
in the amount of $______________.

     The undersigned requests that certificates for such shares be issued in the
name of:

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

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

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

              (Please Print Name, Address and Social Security No.)

     DATED: __________________

Name of Warrant holder or Permitted Assignee:

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

Address:

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

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

Signature:____________________________________________________________

Signature Guaranteed:Note:     The above signature must correspond with the name
                               as written upon the face of this Warrant in every
                               particular, without alteration or enlargement or
                               any change whatever, unless this Warrant has been
                               assigned.



                                     - 18 -