<PAGE>   1

                                                                     EXHIBIT 4.2


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE.

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                              DIEDRICH COFFEE, INC.

                             VOID AFTER MAY 8, 2011

May 8, 2001
No.  [Warrant No.]

     This certifies that [Name of Investor] (the "Holder") is entitled, subject
to the terms and conditions of this Warrant, to purchase from Diedrich Coffee,
Inc. a Delaware corporation (the "Company"), all or any part of an aggregate of
[Number of Shares] shares of the Company's authorized and unissued Common Stock,
par value $0.01 per share (the "Warrant Stock"), at the Warrant Price (as
defined herein), upon surrender of this Warrant at the principal offices of the
Company, together with a duly executed subscription form in the form attached
hereto as Exhibit A and simultaneous payment of the Warrant Price for each share
of Warrant Stock so purchased in lawful money of the United States, unless
exercised in accordance with the provisions of section 2.6 of this Warrant. The
Holder may exercise the Warrant at any time after the date of this Warrant and
prior to May 8, 2011 (the "Expiration Date").

     The Warrant is one of a series of warrants issued pursuant to that certain
Common Stock and Warrant Purchase Agreement, dated as of March 14, 2001 (the
"Purchase Agreement"), by and among the Company, the Holder and certain of the
other investors listed on the Schedule of Investors attached to the Purchase
Agreement.

     1. Definitions. The following definitions shall apply for purposes of this
Warrant:

        1.1 "Acquisition" means any consolidation, merger or reorganization of
the Company with or into any other corporation or other entity or person, or any
other corporate reorganization, in which the stockholders of the Company
immediately prior to such consolidation, merger or reorganization, own less than
fifty percent of the Company's voting power immediately after such
consolidation, merger or reorganization, or any transaction or series of related
transactions to which the Company is a party in which in excess of fifty percent
of the Company's voting power is transferred, excluding any consolidation,
merger, reorganization or the like effected exclusively to change the domicile
of the Company.


<PAGE>   2

        1.2 "Asset Transfer" means a sale, lease or other disposition of all or
substantially all of the assets of the Company.

        1.3 "Company" means the "Company" as defined above and includes any
corporation or other entity that succeeds to or assumes the obligations of the
Company under this Warrant.

        1.4 "Fair Market Value" of a share of Warrant Stock means (i) the Common
Stock is traded on a securities exchange, the average of the closing price each
day over the thirty consecutive day period ending three days before the date on
which the fair market value of the securities is being determined, (ii) if the
Common Stock is actively traded over-the counter, the average of the closing bid
and asked prices quoted on the NASDAQ system (or similar system) each day over
the thirty consecutive day period ending three days before the date on which the
fair market value of the securities is being determined, or (iii) if at any time
the Common Stock is not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, then as determined by the board of
directors of the Company in good faith.

        1.5 "Holder" means the "Holder" as defined above and includes any
transferee who shall at the time be the registered holder of this Warrant.

        1.6 "Registration Rights Agreement" means that certain Registration
Rights Agreement, dated as of the date hereof, by and among the Company, the
Holder and certain other investors listed on the Schedule of Investors attached
to the Registration Rights Agreement.

        1.7 "Registration Statement" shall have the meaning ascribed to the
term, "registration statement," as it is used in the Registration Rights
Agreement.

        1.8 "SEC" means the Securities and Exchange Commission.

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

        1.10 "Warrant" means this Warrant and any warrant(s) delivered in
substitution or exchange therefor, as provided herein.

        1.11 "Warrant Price" means $1.20 per share of Warrant Stock, as the same
may be adjusted pursuant to the terms of section 4 hereof and/or section 1.7 of
the Registration Rights Agreement.

        1.12 "Warrant Stock" means the Common Stock of the Company. The number
and character of shares of Warrant Stock are subject to adjustment as provided
in section 4 hereof and the term "Warrant Stock" shall include stock and other
securities and property at any time receivable or issuable upon exercise of this
Warrant in accordance with its terms.

     2. Exercise.

        2.1 Method of Exercise. Subject to the terms and conditions of this
Warrant, the Holder may exercise the purchase rights represented by this Warrant
in whole or in part, at any time or from time to time, on or after the date
hereof and before the Expiration Date, by surrendering this Warrant at the
principal offices of the Company, together with the subscription form attached
hereto, duly completed and executed by the Holder, and payment of an amount
equal to the product obtained by multiplying (a) the number of shares of Warrant
Stock so purchased by (b) the Warrant Price.


                                       2

<PAGE>   3

        2.2 Form of Payment. Except as provided in section 2.6, payment may be
made by (a) a check payable to the Company's order, (b) wire transfer of funds
to the Company, (c) cancellation of indebtedness of the Company to the Holder,
or (d) any combination of the foregoing.

        2.3 Partial Exercise. Upon a partial exercise of this Warrant, this
Warrant shall be surrendered by the Holder and replaced with a new Warrant or
Warrants of like tenor for the balance of the shares of Warrant Stock
purchasable under the Warrant surrendered upon such purchase. The Warrant or
Warrants will be delivered to the Holder thereof within a reasonable time.

        2.4 No Fractional Shares. No fractional shares may be issued upon any
exercise of this Warrant, and any fractions shall be rounded down to the nearest
whole number of shares. If upon any exercise of this Warrant a fraction of a
share results, the Company will pay to the Holder an amount equal to the such
fraction multiplied by the Fair Market Value of a share of Warrant Stock.

        2.5 Automatic Exercise. Anything herein to the contrary notwithstanding,
this Warrant shall be deemed to be automatically exercised, with no notice
required by the Holder and, in lieu of payment as provided for in section 2.2 of
this Warrant, on a Net Issue Exercise basis as described in section 2.6,
immediately prior to the closing of an Acquisition or an Asset Transfer if the
value of the cash, stock or other property that the Holder would receive for
each share of Warrant Stock if the Holder shall have exercised this Warrant
immediately prior to the closing of an Acquisition or an Asset Transfer exceeds
the Warrant Price. For purposes of this section 2.5, the value of stock or other
property described in the previous sentence will be deemed its fair market value
as determined by the board of directors of the Company in good faith.

        2.6 Net Issue Exercise Election. The Holder may elect to convert all or
a portion of this Warrant, without the payment by the Holder of any additional
consideration, by the surrender of this Warrant or such portion to the Company,
with the net issue exercise election selected in the subscription form attached
hereto as Exhibit A, duly completed and executed by the Holder, into up to the
number of shares of Warrant Stock that is obtained under the following formula:

                                   X = Y (A-B)
                                       -------
                                          A

where   X = the  number of shares of Warrant Stock to be issued to the Holder
            pursuant to this section 2.6.

        Y = the number of shares of Warrant Stock purchasable under this
            Warrant, or if only a portion of the Warrant is being exercised, the
            number of shares of Warrant Stock represented by the portion of the
            Warrant being exercised.

        A = the Fair Market Value of one share of Warrant Stock as at the time
            the net issue exercise election is made pursuant to this section
            2.6.

        B = the Warrant Price.


                                       3
<PAGE>   4

     3. Issuance of Stock

        3.1 This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the shares of Warrant Stock
issuable upon such exercise shall be treated for all purposes as the holder of
record of such shares as of the close of business on such date; provided, that
in the event this Warrant is automatically exercised in connection with an
Acquisition or Asset Transfer pursuant to section 2.5, then the shares of
Warrant Stock purchased pursuant to this Warrant shall be and are deemed to be
issued to the Holder as the record owner of such shares immediately prior to
such Acquisition or Asset Transfer. As soon as practicable, but in any event no
later than three days after such date, the Company shall issue and deliver to
the person or persons entitled to receive the same a certificate or certificates
for the number of whole shares of Warrant Stock issuable upon such exercise.

        3.2 The Company covenants and agrees that: (a) all Warrant Stock that
may be issued upon the exercise of the rights represented by this Warrant will,
upon issuance pursuant to the terms and conditions herein, be fully paid and
nonassessable, free from all preemptive rights, free from all taxes, liens and
charges with respect to the issue thereof and free and clear of any restrictions
on transfer (other than under the Securities Act and applicable state securities
laws); and (b) that during the period within which the rights represented by
this Warrant may be exercised, the Company will, at all times, have authorized,
and reserved for the purpose of the issue upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Warrant Stock to provide for
the exercise of the rights represented by this Warrant. Subject to the truth,
accuracy and completeness of the representations and warranties made by the
Holder in connection with the subscription form and investment representations
attached thereto, the offer, sale and issuance of the Warrant Stock issued upon
the exercise of this Warrant shall be exempt from the registration requirements
of the Securities Act, and neither the Company nor any authorized agent acting
on its behalf has taken or will take any action hereafter that would cause the
loss of such exemption.

     4. Adjustment Provisions. The number and character of shares of Warrant
Stock issuable upon exercise of this Warrant (or any shares of stock or other
securities or property at the time receivable or issuable upon exercise of this
Warrant) and the Warrant Price therefor, are subject to adjustment upon the
occurrence of the following events between the date this Warrant is issued and
the date it is exercised:

        4.1 Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
etc. The Warrant Price of this Warrant and the number of shares of Warrant Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall each be
appropriately and proportionally adjusted to reflect any stock dividend, stock
split, reverse stock split, combination of shares, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of Warrant Stock (or such other stock or securities).


                                       4
<PAGE>   5

        4.2 Adjustment for Other Dividends and Distributions. In case the
Company shall make or issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other distribution payable
with respect to the Warrant Stock that is payable in (a) securities of the
Company (other than issuances with respect to which adjustment is made under
section 4.1), or (b) assets, then, and in each such case, the Holder, upon
exercise of this Warrant at any time after the consummation, effective date or
record date of such event, shall receive, in addition to the shares of Warrant
Stock issuable upon such exercise prior to such date, the securities or such
other assets of the Company to which the Holder would have been entitled upon
such date if the Holder had exercised this Warrant immediately prior thereto
(all subject to further adjustment as provided in this Warrant). Notwithstanding
the foregoing, no adjustment in respect of any cash dividends paid by the
Company will be made during the term of this Warrant or upon the exercise of
this Warrant.

        4.3 Adjustment for Reorganization, Consolidation, Merger. In case of any
reorganization of the Company (or of any other corporation or entity, the stock
or other securities of which are at the time receivable upon the exercise of
this Warrant) after the date of this Warrant, or in case, after such date, the
Company (or any such corporation or entity) shall consolidate with or merge into
another corporation or entity or convey all or substantially all of its assets
to another corporation or entity, then, and in each such case, the Holder, upon
the exercise of this Warrant (as provided in section 2), at any time after the
consummation of such reorganization, consolidation, merger or conveyance, shall
be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise of this Warrant prior to such consummation, the
stock or other securities or property to which the Holder would have been
entitled upon the consummation of such reorganization, consolidation, merger or
conveyance if the Holder had exercised this Warrant immediately prior thereto,
all subject to further adjustment as provided in this Warrant. The successor or
purchasing corporation or entity in such reorganization, consolidation, merger
or conveyance (if other than the Company) shall duly execute and deliver to the
Holder a supplement hereto acknowledging such corporation's or entity's
obligations under this Warrant. In each such case, the terms of this Warrant
shall be applicable to the shares of stock or other securities or property
receivable upon the exercise of this Warrant after the consummation of such
reorganization, consolidation, merger or conveyance.

        4.4 Adjustment for Filing and Effectiveness of the Registration
Statement.

             (a) If the Company shall not have filed the Registration Statement
with the SEC on or before the date that is 120 days after the date hereof (the
"Filing Deadline"), the Warrant Price shall be reduced by $0.05 (as
appropriately adjusted for any stock splits, stock combinations or like that
affect the Warrant Price pursuant to sections 4.1 and/or 4.3) immediately on the
close of business on the Filing Deadline.




                                       5
<PAGE>   6

             (b) If the Registration Statement is not declared effective by the
SEC on or before the date that is 150 days after the date hereof (the
"Effectiveness Deadline"), the Warrant Price shall be reduced by $0.05 (as
appropriately adjusted for any stock splits, stock combinations or like that
affect the Warrant Price pursuant to sections 4.1 and/or 4.3) immediately on the
close of business on the Effectiveness Deadline. At the end of each thirty-day
period (or a portion thereof ending on the date that the Registration Statement
shall have been declared effective by the SEC) after the Effectiveness Deadline
that the Registration Statement has not been declared effective by the SEC, the
Warrant Price shall be reduced by an amount (rounded to the nearest one
one-hundredth of a cent) equal to $0.05 (as appropriately adjusted for any stock
splits, stock combinations or like that affect the Warrant Price pursuant to
sections 4.1 and/or 4.3) multiplied by a fraction, the numerator of which is the
number of days during such thirty-day period before the date on which the
Registration Statement shall have been declared effective by the SEC and the
denominator of which is thirty.

        4.5 Notice of Adjustments. Whenever the Warrant Price or number of
shares of Warrant Stock issuable upon exercise hereof shall be adjusted pursuant
to section 4 hereof, the Company shall issue a written notice setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and the Warrant
Price and number of shares of Warrant Stock purchasable hereunder after giving
effect to such adjustment, and shall cause a copy of such notice to be delivered
to the Holder.

        4.6 No Change Necessary. The form of this Warrant need not be changed
because of any adjustment in the Warrant Price or in the number of shares of
Warrant Stock issuable upon its exercise.

     5. No Rights or Liabilities as Stockholder. This Warrant does not by itself
entitle the Holder to any voting rights or other rights as a stockholder of the
Company. In the absence of affirmative action by the Holder to purchase Warrant
Stock by exercise of this Warrant, no provisions of this Warrant, and no
enumeration herein of the rights or privileges of the Holder, shall cause the
Holder to be a stockholder of the Company for any purpose.

     6. Attorneys' Fees. In the event any party is required to engage the
services of any attorneys for the purpose of enforcing this Warrant, or any
provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Warrant, including attorneys'
fees.

     7. Transfer. This Warrant may be transferred or assigned by the Holder, in
whole or in part, if the Holder (i) provides written notice to the Company prior
to such transfer or assignment, in the form attached hereto as Exhibit B, and
(ii) delivers to the Company, on the Company's reasonable request, a written
opinion of such Holder's counsel reasonably satisfactory to the Company (or
other evidence reasonably satisfactory to the Company) that such transfer does
not require registration or qualification under the Securities Act and any
applicable state securities law; provided, however, that the Holder shall not be
required to comply with clause (ii) of this sentence if the transfer shall have
been made by (a) a Holder which is a partnership or limited liability company to
a partner, former partner, member, former member, or other affiliate of such
partnership or limited liability company, as the case may be, or (b) a Holder to
any corporation, partnership or limited liability company controlling,
controlled



                                       6
<PAGE>   7

by, or under common investment management with such Holder. At the time of
transfer, the Holder and transferee shall make such representations and take
such actions, and such legends will be placed on this Warrant, as may be
reasonably required in the opinion of counsel to the Company to permit a
transfer of this Warrant without registration or qualification under the
Securities Act and any applicable state securities law. Notwithstanding the
foregoing, this Warrant may not be transferred in whole or in part without
compliance with all applicable federal and state securities laws by the Holder
and the transferee. The rights and obligations of the Company and the Holder
under this Warrant shall be binding upon and benefit their respective permitted
successors, assigns, heirs, administrators and transferees.

      8. Loss or Mutilation. Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new Warrant of like tenor.

      9. Governing Law. This Warrant shall be governed by and construed and
interpreted in accordance with the laws of the State of California, without
giving effect to its conflicts of law principles.

      10. Headings. The headings and captions used in this Warrant are used for
convenience only and are not to be considered in construing or interpreting this
Warrant. All references in this Warrant to sections and exhibits shall, unless
otherwise provided, refer to sections hereof and exhibits attached hereto, all
of which exhibits are incorporated herein by this reference.

      11. Notices. Any request, consent, notice or other communication required
or permitted under this Warrant shall be in writing and shall be deemed duly
given and received when delivered personally or transmitted by facsimile, or one
business day after being deposited for next-day delivery with a nationally
recognized overnight delivery service, or three days after being deposited as
first class mail with the United States Postal Services, all charges or postage
prepaid, and properly addressed to the party to receive the same at the address
indicated for such party on the signature pages of the Purchase Agreement. Any
party may, at any time, by providing ten days' advance written notice to the
other party hereto, designate any other address in substitution of the an
address established pursuant to the foregoing. All correspondence to the Company
shall be addressed as follows:

             Diedrich Coffee, Inc.
             2144 Michelson Drive
             Irvine, California 92612
             Fax: (949) 756-1144

      12. Amendment; Waiver. Any term of this Warrant may be amended, and the
observance of any term of this Warrant may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Holder.


                                       7
<PAGE>   8

      13. Severability. If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision(s) shall be replaced with a
provision that accomplishes, to the extent possible, the original business
purpose of such provision in a valid and enforceable manner, and the balance of
the Warrant shall be interpreted as if such provision were so modified and shall
be enforceable in accordance with its terms.

      14. Terms Binding. By acceptance of this Warrant, the Holder accepts and
agrees to be bound by all the terms and conditions of this Warrant.

      15. Taxes. The Company shall pay all taxes and other governmental charges
that may be imposed in respect of the issue or delivery of any Warrant Stock.
The Company's obligation pursuant to the foregoing sentence does not relate to
any tax benefit or obligation that may arise as a result of any gain or loss on
the disposition of the Warrant Stock by the holder of the Warrant Stock. The
Company shall not be required to pay any tax or other charge imposed in
connection with any transfer involved in the issuance of any certificate for
shares of Warrant Stock in any name other than that of the Holder of this
Warrant.

      16. Registration Rights. All shares of Warrant Stock issuable upon
exercise of this Warrant shall be deemed to be "Registrable Securities" or such
other definition of securities entitled to registration rights pursuant to the
Registration Rights Agreement, and are entitled, subject to the terms and
conditions of that agreement, to all registration rights granted to holders of
Registrable Securities thereunder.

      17. No Impairment. The Company will not, by amendment of its certificate
of incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefor upon such exercise,
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly issue fully paid and non-assessable shares of
Warrant Stock upon exercise of this Warrant.

   [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]



                                       8
<PAGE>   9

      IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
date and year set forth below.


Dated: May 8, 2001                             DIEDRICH COFFEE, INC.


                                               By:
                                                   -----------------------------
                                                   Name:  Matthew C. McGuinness
                                                   Title: Senior Vice President
                                                          and Chief Financial
                                                          Officer


                           [SIGNATURE PAGE TO WARRANT]


                                       9
<PAGE>   10

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

To: Diedrich Coffee, Inc.

    (1) Check the box that applies and then provide the necessary information:

        [ ] Exercise. The undersigned Holder hereby elects to purchase _________
shares of Common Stock of Diedrich Coffee, Inc. (the "Warrant Stock"), pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
purchase price for such shares in full.

        [ ] Net Issue Exercise Election. The undersigned Holder elects to
convert the Warrant into shares of Warrant Stock by net issue exercise election
pursuant to section 2.6 of the Warrant. This conversion is exercised with
respect to __________ shares of Common Stock of Diedrich Coffee, Inc. (the
"Warrant Stock") covered by the Warrant.

    (2) In exercising the Warrant, the undersigned Holder hereby makes the
representations and warranties set forth on Appendix I hereto as of the date
hereof.

    (3) Please issue a certificate or certificates representing such shares of
Warrant Stock in the name or names specified below:



----------------------------------           -----------------------------------
(Name)                                       (Name)

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

----------------------------------           -----------------------------------
(City, State, Zip Code)                      (City, State, Zip Code)

----------------------------------           -----------------------------------
(Federal Tax Identification Number)          (Federal Tax Identification Number)

----------------------------------           -----------------------------------
(Date)                                       (Signature of Holder)


<PAGE>   11

                                   APPENDIX I

                            INVESTMENT REPRESENTATION

The undersigned, _____________________ (the "Holder"), intends to acquire shares
of Common Stock (the "Common Stock") of Diedrich Coffee, Inc. (the "Company")
from the Company pursuant to the exercise or conversion of a Warrant to Purchase
Common Stock held by the Holder. The Company intends to issue the Common Stock
to the Holder in a transaction not involving a public offering and pursuant to
an exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act"), and applicable state securities laws. In connection with such
purchase and in order to comply with the exemptions from registration relied
upon by the Company, the Holder represents, warrants and agrees as follows:

     (a) The Holder is acquiring the Common Stock for its own account, to hold
for investment and not with a view toward distribution or resale. The Holder
shall not make any sale, transfer or other disposition of the Common Stock in
violation of the Securities Act or the rules promulgated thereunder or in
violation of any applicable state securities law.

     (b) The Holder has been advised that the Common Stock has not been
registered under the Securities Act or applicable state securities laws. The
Company intends to effect this transaction pursuant to applicable exemptions
from registration under the Securities Act and applicable state securities laws;
reliance by the Company on such exemptions is predicated in part on the Holder's
representations set forth herein. In addition, the Holder shall take, or refrain
from taking, any additional action, as may be reasonably required in the opinion
of counsel to the Company, to permit the issuance of the Common Stock to the
Holder hereby without registration or qualification under the Securities Act and
applicable state securities laws.

     (c) The Holder has been informed that, under the Securities Act, the Common
Stock must be held indefinitely unless it is subsequently registered under the
Securities Act or unless an exemption from such registration (such as Rule 144)
is available with respect to any proposed transfer or disposition by the Holder
of the Common Stock. The Holder further agrees that the Company may refuse to
permit the Holder to sell, transfer or dispose of the Common Stock (except as
permitted under Rule 144) unless there is in effect a registration statement
under the Securities Act and any applicable state securities laws covering such
transfer, or unless the Holder furnishes an opinion of counsel reasonably
satisfactory to counsel for the Company to the effect that such registration is
not required.

The Holder also understands and agrees that there will be placed on the
certificate(s) for the Common Stock or any substitutions therefor, a legend
stating in substance:

                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the
         "Securities Act"), or any state securities laws and may not be offered,
         sold, pledged or transferred unless (i) there is an effective
         registration statement covering such offer, sale or transfer or (ii)
         there is an exemption from the registration requirements of the
         Securities Act and any applicable state securities laws for such offer,
         sale or transfer is available."



<PAGE>   12

                                    EXHIBIT B

                                 ASSIGNMENT FORM
           (To assign the foregoing Warrant to Purchase Common Stock,
               execute this form and supply required information.
                    Do not use this form to purchase shares.)


FOR VALUE RECEIVED, the foregoing Warrant to Purchase Common Stock and all
rights evidenced thereby are hereby assigned to


--------------------------------------------------------------------------------
                                 (Please Print)

whose address is
                  --------------------------------------------------------------
                                 (Please Print)



Dated: _________, ____


                                 Holder's Signature:
                                                    ----------------------------
                                 Holder's Address:
                                                    ----------------------------

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