<PAGE>   1
                                                                    EXHIBIT 10.1



                             NOTE WARRANT AGREEMENT




                                   Dated as of

                                  May 31, 2000

                                     between

                         HUNTSMAN PACKAGING CORPORATION


                                       and


                              THE BANK OF NEW YORK,



                                as Warrant Agent




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

                                  Warrants for
                                 Common Stock of
                         Huntsman Packaging Corporation
                  ---------------------------------------------






<PAGE>   2


                                TABLE OF CONTENTS

Page
----

 ARTICLE I  Definitions
            -----------
SECTION 1.01.  Definitions          1
               -----------
SECTION 1.02.  Other Definitions    6
               -----------------
SECTION 1.03.  Rules of Construction      6
               ---------------------
 ARTICLE II  Note Warrant Certificates
             -------------------------
SECTION 2.01.  Form and Dating.     7
               ---------------
SECTION 2.02.  Execution and Authentication           7
               ----------------------------
SECTION 2.04.  Note Warrantholder Lists   8
               ------------------------
SECTION 2.05.  Transfer and Exchange      8
               ---------------------
SECTION 2.06.  Replacement Certificate    9
               -----------------------
SECTION 2.07.  Outstanding Note Warrants  9
               -------------------------
SECTION 2.08.  Temporary Note Warrants    9
               -----------------------
SECTION 2.09.  Cancelation          10
               -----------
SECTION 2.10.  CUSIP Numbers        10
               -------------
 ARTICLE III  Exercise Terms
              --------------
SECTION 3.01.  Exercise 10
               --------
SECTION 3.02.  Exercise Periods; Notice of Exercisability   10
               ------------------------------------------
SECTION 3.03.  Expiration           10
               ----------
SECTION 3.04.  Manner of Exercise   11
               ------------------
SECTION 3.05.  Issuance of Note Warrant Shares              11
               -------------------------------
SECTION 3.06.  Fractional Note Warrant Shares               12
               ------------------------------
SECTION 3.07.  Reservation of Note Warrant Shares           12
               ----------------------------------
SECTION 3.08.  Compliance with Law  13
               -------------------
SECTION 3.09.  Registration Rights Agreement                13
               -----------------------------
SECTION 3.10.  Agreements of Holders After Exercise         13
               ------------------------------------
<PAGE>   3
 ARTICLE IV  Antidilution Provisions
             -----------------------
SECTION 4.01.  General  14
               -------
SECTION 4.02.  Stock Dividends, Subdivisions and Combinations    14
               ----------------------------------------------
SECTION 4.03.  Issuance of Common Stock   14
               ------------------------
SECTION 4.04.  Distributions of Assets or Securities Other than Common Stock  17
               -------------------------------------------------------------
SECTION 4.05.  Capital Reorganization, Capital Reclassifications, Merger, Etc.18
               ---------------------------------------------------------------
SECTION 4.06.  Other Actions Affecting Common Stock    18
               ------------------------------------
SECTION 4.07.  Miscellaneous     19
               -------------
 ARTICLE V  Warrant Agent
            -------------
SECTION 5.01.  Appointment of Warrant Agent                 22
               ----------------------------
SECTION 5.02.  Rights and Duties of Warrant Agent           22
               ----------------------------------
SECTION 5.03.  Individual Rights of Warrant Agent           23
               ----------------------------------
SECTION 5.04.  Warrant Agent's Disclaimer 23
               --------------------------
SECTION 5.05.  Compensation and Indemnity 23
               --------------------------
SECTION 5.06.  Successor Warrant Agent    24
               -----------------------
 ARTICLE VI  Miscellaneous
             -------------
SECTION 6.01.  SEC Reports          26
               -----------
SECTION 6.02.  Persons Benefitting  26
               -------------------
SECTION 6.03.  Rights of Holders    26
               -----------------
SECTION 6.04.  Amendment.           26
               ----------
SECTION 6.05.  Notices  27
               -------
SECTION 6.06.  Governing Law        27
               -------------
SECTION 6.07.  Successors           28
               ----------
SECTION 6.08.  Multiple Originals   28
               ------------------
SECTION 6.09.  Table of Contents    28
               -----------------
SECTION 6.10.  Severability         28
               ------------


APPENDIX                PROVISIONS RELATING TO NOTE WARRANTS

EXHIBIT A               Form of Face of Note Warrant Certificate
EXHIBIT B               Form of Transferee Letter of Representation


<PAGE>   4
                                       4



                                NOTE WARRANT AGREEMENT dated as of May 31, 2000
                        (this "Note Warrant Agreement"), between HUNTSMAN
                        PACKAGING CORPORATION, a Utah corporation (the
                        "Company"), and THE BANK OF NEW YORK, a New York banking
                        corporation, as warrant agent (the "Warrant Agent").


                The Company desires to issue the warrants (the "Note Warrants")
described herein. The Note Warrants will initially entitle the holders thereof
(the "Holders") to purchase, in the aggregate, 18,532 shares of Common Stock, no
par value, of the Company ("Common Stock") in connection with an offering (the
"Offering") by the Company of 220,000 units (the "Units"). Each Unit consists
of: (i) $1,000 principal amount of the Company's 13% Senior Subordinated Notes
due 2010 (a "Note") and (ii) one warrant (each, a "Note Warrant") to purchase
0.08424 shares of Common Stock.

                The Note Warrants will not trade separately from the Notes until
the earliest date (the "Separation Date") to occur of (i) 180 days after the
date hereof, (ii) a Change of Control, (iii) the occurrence of an Event of
Default, (iv) the date on which a registration statement with respect to the
Notes or a Registered Exchange Offer for the Notes is declared effective and (v)
such earlier date as determined by CSI in its discretion.

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

                Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of Note Warrants:


                                    ARTICLE I

                                   Definitions

                SECTION 1.01. Definitions.

                "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

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


<PAGE>   5
                                       5


                "Business Day" means each 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.

                "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock, but excluding
any debt securities convertible into such equity.

                "Cashless Exercise Ratio" means a fraction, the numerator of
which is the excess of the Current Market Value per share of Common Stock on the
Exercise Date over the Exercise Price per share as of the Exercise Date and the
denominator of which is the Current Market Value per share of the Common Stock
on the Exercise Date.

                "Certificated Note Warrants" means certificated Note Warrants in
fully registered definitive form.

                "Change of Control" shall have the meaning assigned to it in the
Indenture.

                "Closing Date" means the date on which the Note Warrants are
initially issued.

                "Common Stock" shall have the meaning assigned to it in the
preamble hereto.

                "Convertible Securities" means any Capital Stock, evidence of
indebtedness or other securities or rights convertible into or exchangeable for
Common Stock.

                "CSI" means Chase Securities Inc.

                "Current Market Value" 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


<PAGE>   6
                                       6


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 "Current Market Value" 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 "Current Market
Value" 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 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 Enterprise 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.

                "Enterprise 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 Enterprise 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 canceled.

                "Enterprise Value Per Share" means the price per share of Common
Stock obtained by dividing (A) the Enterprise Value by (B) the number of shares
of Common Stock outstanding (on a Fully Diluted Basis) at the time of
determination.

                "Event of Default" shall have the meaning assigned to it in the
Indenture.

                "Exchange Act" means the Securities Exchange Act of 1934.

                "Exercisability Date" means the first day that an Exercise Event
shall have occurred.

                "Exercise Date" means, for a given Note Warrant, the day on
which such Note Warrant is exercised pursuant to Section 3.04.

                "Exercise Event" means the occurrence of (i) the closing of an
initial public equity offering of the Company, (ii) a class of equity securities
of the Company


<PAGE>   7
                                       7


being listed on a national securities exchange or being authorized for quotation
on the Nasdaq National Market or is otherwise subject to registration under the
Exchange Act or (iii) the Separation Date.

                "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 any warrants to purchase Common Stock of the Company
(including the Note 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.

                "Holder" or "Note Warrantholder" means the Person in whose name
a Note Warrant is registered on the Warrant Registrar's books.

                "Indenture" means the Indenture dated as of May 31, 2000, among
the Company, the Note Guarantors and the Trustee, with respect to the Notes, as
it may be amended, modified or supplemented from time to time.

                "Initial Purchasers" means CSI and Deutsche Bank Securities Inc.

                "Note Guarantors" shall have the meaning assigned to it in the
Indenture.

                "Note Warrant Agreement" means this Note Warrant Agreement as
amended or supplemented from time to time.

                "Note Warrant Certificates" mean the registered certificates
(including the Global Note Warrants) issued by the Company under this Note
Warrant Agreement representing the Note Warrants.

                "Note Warrant Shares" means (a) the shares of Common Stock
issued or issuable upon exercise of a Note Warrant in accordance with Article
III, (b) all other securities or other property issued or issuable or delivered
or deliverable upon any such exercise in accordance with this Note Warrant
Agreement and (c) any securities of the Company distributed with respect to the
securities referred to in the preceding clauses (a) and (b).

                "Offering Memorandum" means the Offering Memorandum dated May
25, 2000, of the Company.

                "Officer" means the Chairman of the Board of Directors, the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer, the Secretary or any Assistant Secretary of the
Company.

                "Officers' Certificate" means a certificate signed by two
Officers.


<PAGE>   8
                                       8


                "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Warrant Agent. Such counsel may be an employee of or
counsel to the Company or the Warrant Agent.

                "Options" means any warrants, options or other rights to
subscribe for or to purchase (i) Common Stock or (ii) Convertible Securities.

                "Out of the Money" means, at any date of determination (a) in
the case of an Option, that the aggregate Current Market Value 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 Current
Market Value 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 Current Market Value of a share of Common Stock.

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

                "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Capital Stock of any other class of such Person, including the Company's
Series A Cumulative Exchangeable Redeemable Preferred Stock.

                "Preferred Stock Warrants" means the warrants to purchase
initially 43,242 shares of the Common Stock issuable under the Warrant Agreement
dated as of May 31, 2000, among the Company and the holders of Preferred Stock
party thereto, as such number or warrants may be adjusted under certain
circumstances specified in such Warrant Agreement.

                "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.

                "Registered Exchange Offer" shall have the meaning assigned to
it in the Indenture.

                "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the date hereof among the Company, the Initial Purchasers,
the Warrant Agent 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.

                "Restated Charter" means the amended and restated certificate or
articles of incorporation of the Company, as in effect at the time in question,
including any


<PAGE>   9
                                       9


certificates of designation or articles of amendment filed with the Secretary of
State of the State of Utah pursuant to the terms thereof.

                "SEC" or "Commission" means the Securities and Exchange
Commission.

                "Securities" means the Note Warrants and the Note Warrant
Shares.

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

                "Separation Date" has the meaning assigned to it in the recitals
hereto.

                "Stockholders Agreement" means the Stockholders' Agreement dated
as of the date hereof among the Company, the holders of Common Stock party
thereto 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.

                "Trustee" means The Bank of New York, or any successor trustee
under the Indenture.

                "Uniform Commercial Code" shall have the meaning assigned to it
in the Indenture.

                "Warrant Agent" means the party named as such in this Note
Warrant Agreement until a successor replaces it and, thereafter, means the
successor.

                "Warrant Officer" means any officer within the corporate trust
department of the Warrant Agent, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Warrant Agent who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Warrant Agreement.

                "Wholly Owned Subsidiary" shall have the meaning assigned to it
in the Indenture.

                SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                  Defined in
                   Term                            Section
                   ----                            -------


<S>                                                 <C>
              "Cashless Exercise"                   3.04

              "Exercise Price"                      3.01

              "Expiration Date"                     3.02(c)

              "Stock Registrar"                     3.07

              "Stock Transfer Agent"                3.05

              "Warrant Registrar"                   2.03
</TABLE>

                SECTION 1.03. Rules of Construction. Unless the context
otherwise requires:


<PAGE>   10
                                       10


                (i)     a defined term has the meaning assigned to it;

                (ii)    an accounting term not otherwise defined has the meaning
                        assigned to it in accordance with generally accepted
                        accounting principles as in effect from time to time;

                (iii)   "or" is not exclusive;

                (iv)    "including" means including without limitation; and

                (v)     words in the singular include the plural and words in
                        the plural include the singular.


                                   ARTICLE II

                            Note Warrant Certificates

                SECTION 2.01. Form and Dating. Provisions relating to Note
Warrants are set forth in the Appendix, which is hereby incorporated in and
expressly made a part of this Note Warrant Agreement. The Note Warrant
Certificates shall each be substantially in the form of Exhibit A hereto, which
is hereby incorporated in and expressly made a part of this Note Warrant
Agreement. The Note Warrant Certificates may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). Each Note Warrant
Certificate shall be dated the date of its authentication.

                SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Note Warrant Certificates for the Company by manual or facsimile
signature.

                If an Officer whose signature is on a Note Warrant Certificate
no longer holds that office at the time the Warrant Agent authenticates the Note
Warrant Certificate, the Note Warrant Certificate shall be valid nevertheless.

                A Note Warrant shall not be valid until an authorized signatory
of the Warrant Agent manually signs the certificate of authentication on the
Note Warrant Certificate. The signature shall be conclusive evidence that the
Note Warrant has been authenticated under this Note Warrant Agreement.

                The Warrant Agent shall authenticate and make available for
delivery Note Warrant Certificates as set forth in the Appendix.

                The Warrant Agent may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Note Warrants. Any such
appointment shall be evidenced by an instrument signed by a Warrant Officer, a
copy of which shall be furnished to the Company. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Note Warrants
whenever the Warrant Agent may do so. Each reference in this Note Warrant
Agreement to authentication by the Warrant


<PAGE>   11
                                       11


Agent includes authentication by such agent. An authenticating agent has the
same rights as any Warrant Registrar or agent for service of notices and
demands.

                SECTION 2.03. Warrant Registrar. (a) The Company shall maintain
an office or agency where Note Warrants may be presented for registration of
transfer, exchange or exercise (the "Warrant Registrar"). The Warrant Registrar
shall keep a register of the Note Warrants and of their transfer, exchange or
exercise. The Company may have one or more co-registrars. The term Warrant
Registrar includes any co-registrars. The Company initially appoints the Warrant
Agent as (i) Warrant Registrar in connection with the Note Warrants and (ii) the
Warrant Custodian (as defined in the Appendix) with respect to the Global Note
Warrants.

                (b)     The Company shall enter into an appropriate agency
agreement with any Warrant Registrar not a party to this Note Warrant Agreement.
The agreement shall implement the provisions of this Note Warrant Agreement that
relate to such agent. The Company shall notify the Warrant Agent of the name and
address of any such agent. If the Company fails to maintain a Warrant Registrar,
the Warrant Agent shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 5.05. The Company or any of its
domestically organized Wholly Owned Subsidiaries may act as Warrant Registrar.

                (c)     The Company may remove any Warrant Registrar upon
written notice to such Warrant Registrar and to the Warrant Agent; provided,
however, that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Warrant Registrar and delivered to the Warrant
Agent or (ii) notification to the Warrant Agent that the Warrant Agent shall
serve as Warrant Registrar until the appointment of a successor in accordance
with clause (i) above. The Warrant Registrar may resign at any time upon written
notice to the Company and the Warrant Agent; provided, however, that the Warrant
Agent may resign as Warrant Registrar only if the Warrant Agent also resigns as
Warrant Agent in accordance with Section 5.06.

                (d)     The Company and the Warrant Agent may deem and treat the
Person in whose name a Note Warrant Certificate is registered as the absolute
owner of such Note Warrant Certificate for all purposes whatsoever and neither
the Company nor the Warrant Agent shall be affected by notice to the contrary.

                SECTION 2.04. Note Warrantholder Lists. The Warrant Agent shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Note Warrantholders. If the
Warrant Agent is not the Warrant Registrar, the Company shall furnish, or cause
the Warrant Registrar to furnish, to the Warrant Agent, in writing at such times
as the Warrant Agent may request in writing, a list in such form and as of such
date as the Warrant Agent may reasonably require of the names and addresses of
Note Warrantholders.

                SECTION 2.05. Transfer and Exchange. The Note Warrants shall be
issued in registered form and shall be transferable only upon the surrender of a
Note Warrant Certificate for registration of transfer and in compliance with the
Appendix. When a Note Warrant is presented to the Warrant Registrar with a
request to register a transfer, the Warrant Registrar shall register the
transfer as requested if its requirements


<PAGE>   12
                                       12


therefor are met. When Note Warrants are presented to the Warrant Registrar with
a request to exchange them for an equal number of Note Warrants of other
denominations, the Warrant Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Company shall execute and the Warrant Agent shall authenticate Note Warrant
Certificates at the Warrant Registrar's request. The Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental charges
in connection with any transfer, exchange or exercise pursuant to this Section
2.05.

                Any Holder of a Global Note Warrant (as defined in the Appendix)
shall, by acceptance of such Global Note Warrant, agree that transfers of
beneficial interests in such Global Note Warrant may be effected only through a
book-entry system maintained by (a) the Holder of such Global Note Warrant (or
its agent) or (b) any Holder of a beneficial interest in such Global Note
Warrant, and that ownership of a beneficial interest in such Global Note Warrant
shall be required to be reflected in a book entry.

                All Note Warrants issued upon any transfer or exchange pursuant
to the terms of this Note Warrant Agreement will evidence the same Note Warrants
and shall be governed by the same provisions of this Note Warrant Agreement as
the Note Warrants surrendered upon such transfer or exchange.

                SECTION 2.06. Replacement Certificate. If a mutilated Note
Warrant is surrendered to the Warrant Agent or if the Holder of a Note Warrant
claims that the Note Warrant Certificate has been lost, destroyed or wrongfully
taken, the Company shall issue and the Warrant Agent shall authenticate a
replacement Note Warrant Certificate if the requirements of Section 8-405 of the
Uniform Commercial Code are met, such that the Holder (a) notifies the Company
or the Warrant Agent within a reasonable time after such Holder has notice of
such loss, destruction or wrongful taking and the Warrant Registrar does not
register a transfer prior to receiving such notification, (b) makes such request
to the Company or the Warrant Agent prior to the Note Warrant being acquired by
a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies any other reasonable requirements of
the Warrant Agent. If required by the Warrant Agent or the Company, such Holder
shall furnish an indemnity bond sufficient in the judgment of the Warrant Agent
to protect the Company and the Warrant Agent from any loss that either of them
may suffer if a Note Warrant is replaced. The Company and the Warrant Agent may
charge the Holder for their expenses in replacing a Note Warrant Certificate.
Every replacement Note Warrant is an additional obligation of the Company.

                The provisions of this Section 2.06 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, lost, destroyed or wrongfully taken Note Warrants.

                SECTION 2.07. Outstanding Note Warrants. Note Warrants
outstanding at any time are all Note Warrant Certificates executed by the
Company and authenticated by the Warrant Agent except for those canceled by it,
those delivered to it for cancelation and those described in this Section 2.07
as not outstanding. A Note Warrant does not cease to be outstanding because an
Affiliate of the Company holds the Note Warrant. A Note Warrant ceases to be
outstanding if the Company holds the Note Warrant.


<PAGE>   13
                                       13


                If a Note Warrant Certificate is replaced pursuant to Section
2.06, it ceases to be outstanding unless the Warrant Agent and the Company
receive proof satisfactory to them that the replaced Note Warrant Certificate is
held by a protected purchaser.

                SECTION 2.08. Temporary Note Warrants. In the event that
Definitive Note Warrants (as defined in the Appendix) are to be issued under the
terms of this Note Warrant Agreement, until such Definitive Note Warrants are
ready for delivery, the Company may prepare and the Warrant Agent shall
authenticate temporary Note Warrant Certificates. Temporary Note Warrant
Certificates shall be substantially in the form of Definitive Note Warrants but
may have variations that the Company considers appropriate for temporary Note
Warrants. Without unreasonable delay, the Company shall prepare and the Warrant
Agent shall authenticate Definitive Note Warrants and deliver them in exchange
for temporary Note Warrant Certificates upon surrender of such temporary Note
Warrant Certificates at the office or agency of the Company, without charge to
the Holder.

                SECTION 2.09. Cancelation. The Company at any time may deliver
Note Warrant Certificates to the Warrant Agent for cancelation. The Warrant
Agent and no one else shall cancel all Note Warrant Certificates surrendered for
registration of transfer, exchange, exercise or cancelation and shall dispose of
canceled Note Warrant Certificates in accordance with its customary procedures
or deliver canceled Note Warrant Certificates to the Company pursuant to written
direction by an Officer. The Company may not issue new Note Warrant Certificates
to replace Note Warrant Certificates that have been exercised or Note Warrants
which the Company has purchased or otherwise acquired. The Warrant Agent shall
not authenticate Note Warrant Certificates to replace canceled Note Warrant
Certificates other than pursuant to the terms of this Note Warrant Agreement.

                SECTION 2.10. CUSIP Numbers. The Company in issuing the Note
Warrants may use "CUSIP" numbers (if then generally in use) and, if so, the
Warrant Agent shall also use "CUSIP" numbers in notices to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Note Warrant Certificates
or as contained in any notice and that reliance may be placed only on the other
identification numbers printed on the Note Warrant Certificates, and any such
notice shall not be affected by any defect in or omission of such numbers.


                                   ARTICLE III

                                 Exercise Terms

                SECTION 3.01. Exercise. Each Note Warrant shall initially
entitle the Holder thereof, subject to adjustment pursuant to the terms of this
Note Warrant Agreement, to purchase 0.08424 shares of Common Stock. The exercise
price (the "Exercise Price") of each Note Warrant is $.01 per share.

                SECTION 3.02. Exercise Periods; Notice of Exercisability. (a)
Subject to the terms and conditions set forth herein, the Note Warrants shall be
exercisable at any time and from time to time on any Business Day following the
Exercisability Date.


<PAGE>   14
                                       14


                (b)     Upon the occurrence of any Exercise Event, the Company
shall send to each Holder and to each beneficial owner of the Note Warrants to
the extent that the Note Warrants are held of record by a depositary or other
agent, by first-class mail, at the addresses appearing on the Warrant Register,
a notice of the Exercise Event which has occurred, which notice shall describe
(i) the type of Exercise Event, (ii) the date of such Exercise Event and (iii)
prominently set forth on such notice, the Expiration Date (as defined below).

                (c)     No Note Warrant shall be exercisable after June 1, 2010
(the "Expiration Date").

                SECTION 3.03. Expiration. A Note Warrant shall terminate and
become void as of the earlier of (i) the close of business on the Expiration
Date or (ii) the date such Note Warrant is exercised. The Company shall give
notice not less than 90, and not more than 120, days prior to the Expiration
Date to the Holders of all then outstanding Note Warrants to the effect that the
Note Warrants will terminate and become void as of the close of business on the
Expiration Date; provided, however, that if the Company fails to give notice as
provided in this Section 3.03, the Note Warrants will nevertheless expire and
become void on the Expiration Date.

                SECTION 3.04. Manner of Exercise. Note Warrants may be exercised
upon (i) surrender to the Warrant Agent at the office of the Warrant Agent of
the related Note Warrant Certificate, together with the form of election
attached thereto to purchase Common Stock on the reverse thereof duly filled in
and signed by the Holder thereof and (ii) payment to the Warrant Agent, for the
account of the Company, of the Exercise Price for each Note Warrant Share or
other security issuable upon the exercise of such Note Warrants then exercised.
Such payment shall be made (i) in cash or by certified or official bank check
payable to the order of the Company or by wire transfer of funds to an account
designated by the Company for such purpose or (ii) without the payment of cash,
by reducing the number of shares of Common Stock which would be obtainable upon
the exercise of a Note Warrant by the payment of the Exercise Price solely in
cash so as to yield a number of shares of Common Stock upon the exercise of such
Note Warrant equal to the product of (a) the number of shares of Common Stock
issuable as of the Exercise Date upon the exercise of such Note Warrant (if
payment of the Exercise Price were being made in cash) and (b) the Cashless
Exercise Ratio. An exercise of a Note Warrant in accordance with the immediately
preceding clause (ii) is herein called a "Cashless Exercise". Upon surrender of
a Note Warrant Certificate representing more than one Note Warrant in connection
with the Holder's option to elect a Cashless Exercise, the number of shares of
Common Stock deliverable upon a Cashless Exercise shall be equal to the number
of shares of Common Stock issuable upon the exercise of Note Warrants that the
holder specifies are to be exercised pursuant to a Cashless Exercise multiplied
by the Cashless Exercise Ratio. All provisions of this Note Warrant Agreement
shall be applicable with respect to a surrender of a Note Warrant Certificate
pursuant to a Cashless Exercise for less than the full number of Note Warrants
represented thereby. Until such time, if any, that a registration statement
covering the issuance of Note Warrant Shares to the Holders upon exercise of the
Note Warrants by the Holders thereof (a "Common Registration Statement") has
been filed and declared effective, and at any time that such Common Registration
Statement shall cease to be in effect, the Company may require that any Holder
exercising a Note Warrant must do so


<PAGE>   15
                                       15


through a Cashless Exercise, and may amend such Note Warrant to eliminate the
requirement for payment of the Exercise Price with respect to a Cashless
Exercise. Subject to Section 3.02, the rights represented by the Note Warrants
shall be exercisable at the election of the Holders thereof either in full at
any time or from time to time in part and in the event that a Note Warrant
Certificate is surrendered for exercise of less than all the Note Warrants
represented by such Note Warrant Certificate at any time prior to the Expiration
Date, a new Note Warrant Certificate representing the remaining Note Warrants
shall be issued. The Warrant Agent shall authenticate and deliver the required
new Note Warrant Certificates, and the Company, at the Warrant Agent's request,
shall supply the Warrant Agent with Note Warrant Certificates duly signed on
behalf of the Company for such purpose.

                SECTION 3.05. Issuance of Note Warrant Shares. Subject to
Section 2.06, upon the surrender of Note Warrant Certificates and payment of the
per share Exercise Price or election of a Cashless Exercise, as set forth in
Section 3.04, the Warrant Agent shall requisition from the Company, and the
Company shall issue and, if appointed, cause the transfer agent for the Common
Stock ("Stock Transfer Agent") to authenticate and deliver to or upon the
written order of the Holder and in such name or names as the Holder may
designate, a certificate or certificates for the number of full Note Warrant
Shares so purchased upon the exercise of such Note Warrants or other securities
or property to which it is entitled, registered or otherwise, to the Person or
Persons entitled to receive the same (including any depositary institution so
designated by a Holder), together with cash as provided in Section 3.06 in
respect of any fractional Note Warrant Shares otherwise issuable upon such
exercise. To the extent permitted by law, 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 Note Warrant Shares as
of the date of the surrender of such Note Warrant Certificates and payment of
the per share Exercise Price or election of a Cashless Exercise, as aforesaid;
provided, however, that if, at such date, the transfer books for the Note
Warrant Shares shall be closed, the certificates for the Note Warrant Shares in
respect of which such Note Warrants are then exercised shall be issuable as of
the date on which such books shall next be opened and until such date the
Company shall be under no duty to deliver any certificates for such Note Warrant
Shares; provided further, however, that such transfer books, unless otherwise
required by law, shall not be closed at any one time for a period longer than 20
calendar days.

                SECTION 3.06. Fractional Note Warrant Shares. The Company shall
not be required to issue fractional Note Warrant Shares on the exercise of Note
Warrants. If more than one Note Warrant shall be exercised in full at the same
time by the same Holder, the number of full Note Warrant Shares which shall be
issuable upon such exercise shall be computed on the basis of the aggregate
number of Note Warrant Shares which may be purchasable pursuant thereto. If any
fraction of a Note Warrant Share would, except for the provisions of this
Section 3.06, be issuable upon the exercise of any Note Warrant (or specified
portion thereof), the Company shall pay an amount in cash equal to the Current
Market Value per Note Warrant Share, as determined on the day immediately
preceding the date the Note Warrant is presented for exercise, multiplied by
such fraction, computed to the nearest whole cent.

                SECTION 3.07. Reservation of Note Warrant Shares. The Company
shall at all times keep reserved out of its authorized shares of Common Stock a
number of


<PAGE>   16
                                       16


shares of Common Stock sufficient to provide for the exercise of all outstanding
Note Warrants. The registrar for the Common Stock (the "Stock Registrar") shall
at all times until the Expiration Date reserve such number of authorized shares
as shall be required for such purpose. The Company will keep a copy of this Note
Warrant Agreement on file with the Stock Transfer Agent if such Stock Transfer
Agent is appointed. The Company will supply such Stock Transfer Agent, if
appointed, 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 3.06. The Company will furnish to such Stock Transfer Agent,
if appointed, a copy of all notices of adjustments (and certificates related
thereto) transmitted to each Holder.

                Before taking any action which would cause an adjustment
pursuant to Article IV to reduce the Exercise Price below the then par value (if
any) of the Common Stock, the Company shall take any and all corporate action
which may, in the opinion of counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock at
the Exercise Price as so adjusted.

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

                SECTION 3.08. Compliance with Law. If at any time after the
Common Stock is Publicly Traded, any shares of Common Stock required to be
reserved for purposes of the exercise of Note Warrants require, under any other
Federal or state law or applicable governing rule or regulation of any national
securities exchange, registration with or approval of any governmental
authority, or listing on any such national securities exchange before such
shares may be issued upon exercise, the Company will use its best efforts to
cause such shares to be duly registered or approved by such governmental
authority or listed on the relevant national securities exchange; provided,
however, that this Section 3.08 shall not obligate the Company to register the
Common Stock under the Securities Act or qualify the Common Stock under state
securities or blue sky laws.

                SECTION 3.09. Registration Rights Agreement. Each Holder shall
be a "Note Warrantholder" as such term is defined in the Registration Rights
Agreement and by the acceptance of a Note Warrant shall be deemed to be a party
to the Registration Rights Agreement and shall be bound by and entitled to the
benefits thereunder. Any Person to whom a Note Warrant is transferred in
accordance with this Article III shall, by acceptance of the Note Warrant, be
deemed to be a party to the Registration Rights Agreement and shall be bound by
and entitled to the benefits thereunder.

                SECTION 3.10. Agreements of Holders After Exercise. Except as
otherwise provided in a written notice from the Company to the Holders, which
notice shall be accompanied by a certified resolution adopted by the Board of
Directors of the Company approving the giving of such notice, each Holder who
exercises their Note Warrant for Common Stock agrees to be bound by the
following provisions that apply to all shareholders of the Company:

                (i)     Notice of any meeting of the Board of Directors of the
Company shall be deemed to be effective at the earliest of the following: (1)
when received; (2) five (5) days after it is mailed; (3) the date shown on the
return receipt if sent by registered or


<PAGE>   17
                                       17


certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director or (4) when it is sent (with confirmation of sending) to
the telecopier number or e-mail address provided by that director to the
Company;

                (ii)    A majority of the number of directors prescribed by
resolution (or if no number is prescribed, the number in office immediately
before the meeting begins) shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, unless the Restated Charter
requires a greater number;

                (iii)   Notwithstanding Section 16-10a-702 of the Utah Revised
Business Corporation Act, a special meeting of the stockholders may only be
called in the manner provided in the Bylaws of the Company or if the holders of
shares representing at least ten (10%) of the shares entitled to be cast on any
issue proposed to be considered at the proposed special meeting sign, date, and
deliver to the Company's secretary one or more written demands for the meeting,
stating the purpose or purposes for which it is held;

                (iv)    Unless written consents of all shareholders entitled to
vote on a matter have been obtained, the Company shall give notice of any
shareholder approval without a meeting taken under Section 16-10a-704 of the
Utah Revised Business Corporation Action within ten (10) days of the taking of
the corporate action by written consent to: (1) Those shareholders entitled to
vote who have not consented in writing and (2) those shareholders not entitled
to vote and to whom the Utah Revised Business Corporation Act requires notice be
given. Such notice shall contain or be accompanied by the same material that
would have been required if a formal meeting had been called to consider the
action.


                                   ARTICLE IV

                             Antidilution Provisions

                SECTION 4.01. General. The Exercise Price and the number and
kind of Note Warrant Shares issuable upon exercise of each Note Warrant shall be
subject to adjustment from time to time in accordance with this Article IV.

                SECTION 4.02. 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 Note Warrant Shares issuable upon exercise of each Note Warrant shall
be adjusted so as to equal the number of Note Warrant Shares that the Holder of
such Note Warrant would have held immediately after the occurrence of such event
if the Holder had exercised such Note 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 Note Warrant Shares
issuable upon exercise


<PAGE>   18
                                       18


of such Note Warrant immediately prior to the adjustment in clause (A) and (2)
the denominator of which is the number of Note Warrant Shares issuable upon
exercise of such Note Warrant immediately after the adjustment in clause (A). An
adjustment made pursuant to this Section 4.02 shall become effective immediately
after the occurrence of such event retroactive to the record date, if any, for
such event.

                SECTION 4.03. Issuance of Common Stock. (a) If, at any time
after the Closing Date, the Company shall issue or sell (or, in accordance with
Section 4.03(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 4.02 or Section 4.05 or no adjustment is required pursuant to Section
4.07(g)) without consideration or for a consideration per share less than the
Current Market Value for the Common Stock determined as of the date of such
issuance or sale, then, effective immediately upon such issuance or sale, the
Exercise Price and the number Note Warrant Shares issuable upon exercise of each
Note 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 Current Market Value
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 Current Market Value; and (ii) the number of
Note Warrant Shares issuable upon exercise of such Note Warrant shall be
increased to the number of shares determined by multiplying (A) the number of
Note Warrant Shares issuable upon exercise of such Note 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 4.03(a), and (2) the denominator of which shall be
the Exercise Price in effect immediately after such adjustment.

                (b)     The issuance or sale of Options or Convertible
Securities shall be deemed, in accordance with this Section 4.03(b), to be the
issuance of Common Stock.

                        (i)     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 4.03(a), to be outstanding and to have been issued and sold by
        the Company. For purposes of Section 4.03(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
        Securities divided by (B) the total maximum number of shares of Common
        Stock issuable upon exercise of such Options or upon the conversion


<PAGE>   19
                                       19


        or exchange of all such Convertible Securities issuable upon the
        exercise of such Options.

                        (ii)    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 4.03(a) to be
        outstanding and to have been issued and sold by the Company. For
        purposes of Section 4.03(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.

                        (iii)   If, at any time after any adjustment of the
        Exercise Price and the number of Note Warrant Shares issuable upon
        exercise of the Note Warrants shall have been made pursuant to Section
        4.03(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 Note Warrant Shares shall have been made pursuant to this
        Section 4.03(b)(iii) (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
        Note 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


<PAGE>   20
                                       20


        the 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 Note Warrant Shares issuable upon
        exercise of such Note 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 4.03(b)(i) or Section 4.03(b)(ii), 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
        4.03(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 Note Warrant
        Shares issuable upon exercise of the Note Warrants resulting from such
        recomputation shall supersede the previous adjustment.

                        (iv)    Any adjustment of the Exercise Price or the
        number of Note Warrant Shares issuable upon the exercise of Note
        Warrants to be made pursuant to this Section 4.03 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 Note
        Warrant Shares issuable upon the exercise of Note Warrants to be made
        pursuant to this Section 4.03 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 Note Warrant Shares
        issuable upon the exercise of Note 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.


<PAGE>   21
                                       21


                SECTION 4.04. 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 4.02), rights or warrants to purchase any of its securities (other than
those referred to in Section 4.03), 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 Note Warrant
Shares issuable upon exercise of each Note 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 Current Market Value 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
        Current Market Value; and

                        (ii)    the number of Note Warrant Shares issuable upon
        exercise of such Note Warrant shall be increased to the number of shares
        determined by multiplying (A) the number of Note Warrant Shares issuable
        upon exercise of such Note 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 4.04 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 Note 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 Note 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 Note Warrant Shares entitled to such
dividend payment or other distribution are to be determined.

                SECTION 4.05. 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 4.02 applies or
any distribution to which Section 4.04 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 Note 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 Note Warrant Shares issuable upon exercise of such Note Warrant would
have been entitled to receive and/or to continue to


<PAGE>   22
                                       22


hold upon such event. In any such case, if necessary, the provisions of this
Agreement (including this Article IV) and the Note Warrants with respect to the
rights and interests thereafter of the Holders of the Note 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 Note Warrants.

                SECTION 4.06. Other Actions Affecting Common Stock. (a) 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 IV, then the number of Note Warrant Shares issuable upon exercise of
each Note 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, however, that no such adjustment shall decrease the number of Note
Warrant Shares issuable upon exercise of such Note Warrant or increase the
Exercise Price.

                (b)     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,
however, 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 Note Warrant Agreement is structured so as to avoid the need for, or to
minimize the extent of, any adjustment under this Article IV. The Company shall
at all times in good faith assist in the carrying out of all the provisions of
this Article IV 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.

                SECTION 4.07. Miscellaneous. (a) 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)     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)     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 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


<PAGE>   23
                                       23


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)     In any case in which this Article IV shall require that
any adjustment in the number of Note Warrant Shares issuable upon the exercise
of any Note 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 Note 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)     Whenever the Exercise Price or the number of Note
Warrant Shares shall be adjusted as provided in this Article IV, the Company
shall provide to each Holder, in accordance with Section 6.05, 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 Note Warrant
Shares applicable to each Note Warrant after giving effect to such adjustment.
All calculations under this Article IV 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 IV shall apply to
successive events or transactions of the types covered thereby. Notwithstanding
any other provision of this Article IV, no adjustment shall be made to the
number of Note Warrant Shares or to the Exercise Price if such adjustment
represents less than 1% of the number of Note 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 Note Warrant Shares to be so delivered.

                (f)     The Company may make such reductions in the Exercise
Price or increase in the number of Note Warrant Shares to be received by any
Holder upon the exercise or exchange of a Note Warrant, in addition to those
adjustments required by this Article IV, 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)     Notwithstanding any other provision of this Article IV,
no adjustment shall be made pursuant to this Article IV 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, officers, directors or consultants of the
Company or any Subsidiary,


<PAGE>   24
                                       24


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 Note Warrants or the Preferred Stock Warrants,
(iv) the issuance of Common Stock pursuant to any adjustment provided for in
Section 4.02, Section 4.04 and Section 4.05, (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)     The Company shall not increase the par value of any
shares of Common Stock or other securities issuable upon the exercise of the
Note Warrants to an amount that exceeds the Exercise Price. Before taking any
action that would cause an adjustment pursuant to this Article IV 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 Note Warrant Shares at the Exercise Price as so adjusted.

                (i)     In the event that the Company: (i) shall authorize the
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; 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 4.07(i) 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.


<PAGE>   25
                                       25


                (j)     The form of Note Warrant Certificate need not be changed
because of any adjustment made pursuant to this Article IV, and Note Warrant
Certificates issued after such adjustment may state the same Exercise Price and
the same number of shares of Common Stock issuable upon exercise of the Note
Warrants as are stated in the Note Warrant Certificates initially issued
pursuant to this Note Warrant Agreement. The Company, however, may at any time
in its sole discretion make any change in the form of Note Warrant Certificate
that it may deem appropriate to give effect to such adjustments and that does
not affect the substance of the Note Warrant Certificate, and any Note Warrant
Certificate thereafter issued or authenticated, whether in exchange or
substitution for an outstanding Note Warrant Certificate or otherwise, may be in
the form as so changed.

                (k)     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 4.05 hereof
upon the exercise or exchange of Note Warrants and expressly assumes, 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; provided, however, that the initial obligation of such successor
with respect to the exercise or exchange of Note Warrants shall be only as set
forth in Section 4.05.

                (l)     If, at any time prior to the Expiration Date, 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 this Article IV, then the Company shall simultaneously pay to
the Holder of each Note Warrant, the cash, property or securities that would
have been paid or delivered to such Holder on the Note Warrant Shares receivable
upon the exercise in full of such Note Warrant had such Note 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 Note
Warrant Shares entitled to such dividend or distribution are to be determined.


                                    ARTICLE V

                                  Warrant Agent

                SECTION 5.01. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the provisions of this Note Warrant Agreement and the Warrant Agent hereby
accepts such appointment.

                SECTION 5.02. Rights and Duties of Warrant Agent. (a) Agent for
the Company. In acting under this Note Warrant Agreement and in connection with
the Note Warrant Certificates, the Warrant Agent is acting solely as agent of
the Company and does not assume any obligation or relationship or agency or
trust for or with any of the holders of Note Warrant Certificates or beneficial
owners of Note Warrants.


<PAGE>   26
                                       26


                (b)     Counsel. The Warrant Agent may consult with counsel
satisfactory to it (and may require an Opinion of Counsel before it acts or
refrains from acting), and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the advice of such counsel.

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

                (d)     No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are specifically set forth herein and
in the Note Warrant Certificates, and no implied duties or obligations of the
Warrant Agent shall be read into this Note Warrant Agreement or the Note Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability for which it does not receive indemnity reasonably
satisfactory to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Note Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the
Holders or on behalf of the Holders pursuant to this Note Warrant Agreement or
for the application by the Company of the proceeds of the Note Warrants. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained herein or in
the Note Warrant Certificates or in the case of the receipt of any written
demand from a Holder with respect to such default, including any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise.

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

                SECTION 5.03. Individual Rights of Warrant Agent. The Warrant
Agent and any stockholder, director, officer or employee of the Warrant Agent
may buy, sell or deal in any of the Note Warrants or other securities of the
Company or its affiliates and may otherwise deal with the Company or its
affiliates with the same rights it would have


<PAGE>   27
                                       27


if it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal entity.

                SECTION 5.04. Warrant Agent's Disclaimer. The Warrant Agent
shall not be responsible for and makes no representation as to the validity or
adequacy of this Note Warrant Agreement or the Note Warrant Certificates and it
shall not be responsible for any statement of the Company in this Note Warrant
Agreement or the Note Warrant Certificates other than the Warrant Agent's
signature of authentication.

                SECTION 5.05. Compensation and Indemnity. The Company agrees to
pay to the Warrant Agent from time to time such compensation for its services as
shall be agreed to in writing from time to time by the Company and the Warrant
Agent. The Company shall reimburse the Warrant Agent upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation, expenses, disbursements and advances
of the Warrant Agent's agents and counsel. The Company shall indemnify the
Warrant Agent and any predecessor Warrant Agent against, and hold it harmless
from, any and all loss, liability or expense (including reasonable agents' and
attorneys' fees and expenses), including taxes (other than taxes based upon,
measured by, or determined by the income of the Warrant Agent) incurred by it
without negligence or bad faith on its part arising out of or in connection with
the acceptance or performance of its duties under this Note Warrant Agreement.
The Warrant Agent shall notify the Company promptly of any claim for which it
may seek indemnity promptly upon obtaining actual notice thereof; provided,
however, that any failure so to notify the Company shall not relieve the Company
of its indemnity obligations hereunder. The Company shall defend the claim and
the Warrant Agent shall provide reasonable cooperation at the Company's expense
in the defense. The Warrant Agent may have separate counsel and the Company
shall pay the fees and expenses of such counsel; provided, however, that the
Company shall not be required to pay such fees and expenses if it assumes the
Warrant Agent's defense and, in the Warrant Agent's reasonable judgment, there
is no conflict of interest between the Company and the Warrant Agent in
connection with such defense. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Warrant Agent
through the Warrant Agent's wilful misconduct, negligence or bad faith. The
Company's payment obligations pursuant to this Section 5.05 shall survive the
termination of this Note Warrant Agreement and the resignation or removal of the
Warrant Agent.

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

                SECTION 5.06. Successor Warrant Agent. (a) The Company To
Provide and Maintain Warrant Agent. The Company agrees for the benefit of the
Holders that there shall at all times be a Warrant Agent hereunder until all the
Note Warrants have been exercised or are no longer exercisable.

                (b)     Resignation and Removal. The Warrant Agent may at any
time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective; provided, however, that such date shall not be less than 30 days
after the date on which such notice is given unless the


<PAGE>   28
                                       28


Company otherwise agrees. The Warrant Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become effective,
which date shall not be less than 30 days after such notice is given unless the
Warrant Agent otherwise agrees. Any removal under this Section 5.06 shall take
effect upon the appointment by the Company as hereinafter provided of a
successor Warrant Agent (which shall be a bank or trust company authorized under
the laws of the jurisdiction of its organization to exercise corporate trust
powers) and the acceptance of such appointment by such successor Warrant Agent.
At any time that the Warrant Agent is also acting as Trustee under the Indenture
and holders of the Notes remove the Trustee pursuant to Section 7.08 of the
Indenture, the Company shall remove the Warrant Agent pursuant to this Section
5.06(b).

                (c)     The Company To Appoint Successor. In the event that at
any time the Warrant Agent shall resign, or shall be removed, or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall
commence a voluntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Warrant Agent or its property or affairs, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered in
respect of the Warrant Agent in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property or
affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder; provided, however, that in the
event of the resignation of the Warrant Agent under this subsection (c), such
resignation shall be effective on the earlier of (i) the date specified in the
Warrant Agent's notice of resignation and (ii) the appointment and acceptance of
a successor Warrant Agent hereunder.

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


<PAGE>   29
                                       29


                (e)     Successor by Merger. If the Warrant Agent consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Warrant Agent.

                In case at the time such successor or successors by merger,
conversion or consolidation to the Warrant Agent shall succeed to the agency
created by this Note Warrant Agreement, any of the Note Warrant Certificates
shall have been authenticated but not delivered, any such successor to the
Warrant Agent may adopt the certificate of authentication of any predecessor
Warrant Agent, and deliver such Note Warrant Certificates so authenticated; and
in case at that time any of the Note Warrant Certificates shall not have been
authenticated, any successor to the Warrant Agent may authenticate such Note
Warrant Certificates either in the name of any predecessor hereunder or in the
name of the successor to the Warrant Agent; and in all such cases such
certificates shall have the full force which it is anywhere in the Note Warrant
Certificates or in this Note Warrant Agreement provided that the certificate of
the Warrant Agent shall have.



                                   ARTICLE VI

                                  Miscellaneous

                SECTION 6.01. SEC Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act the Company shall file with the SEC (if permitted by SEC practice
and applicable laws and regulations) and provide the Warrant Agent and Holders
within 15 days after it files them with the SEC (or if not permitted, within 15
days after it would have otherwise been required to file them with the SEC),
copies of its annual report and the information, documents and other reports
that are specified in Sections 13 and 15(d) of the Exchange Act. In addition,
after the Common Stock of the Company is Publicly Traded, the Company shall
furnish to the Warrant Agent and the Holders, promptly upon their becoming
available, copies of the annual report to shareholders and any other information
provided by the Company to its public shareholders generally.

                Delivery of such reports, information and documents to the
Warrant Agent is for informational purposes only and the Warrant Agent's receipt
of such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Warrant Agent is entitled to rely exclusively on Officers' Certificates).

                SECTION 6.02. Persons Benefitting. Nothing in this Note Warrant
Agreement is intended or shall be construed to confer upon any Person other than
the Company, the Warrant Agent and the Holders any right, remedy or claim under
or by reason of this Note Warrant Agreement or any part hereof.

                SECTION 6.03. Rights of Holders. Holders of unexercised Note
Warrants are not entitled to (i) receive dividends or other distributions, (ii)
receive notice of or vote at any meeting of the stockholders, (iii) consent to
any action of the


<PAGE>   30
                                       30


stockholders, (iv) receive notice of any other proceedings of the Company, (v)
exercise any preemptive right or (vi) exercise any other rights whatsoever as
stockholders of the Company.

                SECTION 6.04. Amendment. This Note Warrant Agreement may be
amended by the parties hereto without the consent of any Holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Note Warrant Agreement as the
Company and the Warrant Agent may deem necessary or desirable (including without
limitation any addition or modification to provide for compliance with the
transfer restrictions set forth herein); provided, however, that such action
shall not adversely affect the rights of any of the Holders. Any amendment or
supplement to this Note Warrant Agreement that has an adverse effect on the
interests of the Holders shall require the written consent of the Holders of a
majority of the then outstanding Note Warrants. The consent of each Holder
affected shall be required for any amendment pursuant to which the Exercise
Price would be increased or the number of Note Warrant Shares issuable upon
exercise of Note Warrants would be decreased (other than pursuant to adjustments
provided herein). In determining whether the Holders of the required number of
Note Warrants have concurred in any direction, waiver or consent, Note Warrants
owned by the Company or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company (other
than CSI) shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Warrant Agent shall be protected in
relying on any such direction, waiver or consent, only Note Warrants which the
Warrant Agent actually knows are so owned shall be so disregarded. Also, subject
to the foregoing, only Note Warrants outstanding at the time shall be considered
in any such determination.

                SECTION 6.05. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

                          if to the Company:

                          Huntsman Packaging Corporation
                          500 Huntsman Way
                          Salt Lake City, Utah  84108

                          Attention of:  General Counsel


                          if to the Warrant Agent:

                          The Bank of New York
                          101 Barclay Street, Floor 21W
                          New York, NY 10286

                          Attention of: Corporate Trust Administration

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


<PAGE>   31
                                       31


                Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the records of the
Warrant Agent and shall be sufficiently given if so mailed within the time
prescribed.

                At the Company's request, the Warrant Agent shall give the
notice of the Exercise Event required by Section 3.02(b), the notice of the
Expiration Date required by Section 3.03 and any other notice to be provided to
the Holders by the Company under this Warrant Agreement, in all such cases, in
the Company's name and at the Company's expense. In such event, the Company
shall provide the Warrant Agent with the form of notice.

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

                SECTION 6.06. Governing Law. THIS NOTE WARRANT AGREEMENT AND THE
NOTE WARRANTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                SECTION 6.07. Successors. All agreements of the Company in this
Note Warrant Agreement and the Note Warrant Certificates shall bind its
successors. All agreements of the Warrant Agent in this Agreement shall bind its
successors.

                SECTION 6.08. Multiple Originals. The parties may sign any
number of copies of this Note Warrant Agreement. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Note Warrant Agreement.

                SECTION 6.09. Table of Contents. The table of contents and
headings of the Articles and Sections of this Note Warrant Agreement have been
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions
hereof.

                SECTION 6.10. Severability. The provisions of this Note Warrant
Agreement are severable, and if any clause or provision shall be held invalid,
illegal or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect in that jurisdiction only such
clause or provision, or part thereof, and shall not in any manner affect such
clause or provision in any other jurisdiction or any other clause or provision
of this Note Warrant Agreement in any jurisdiction.


<PAGE>   32
                                       32



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


                                        HUNTSMAN PACKAGING CORPORATION,


                                        by   /s/ RICHARD P. DURHAM
                                             ---------------------------
                                             Name:  Richard P. Durham
                                             Title: President and CEO


                                        THE BANK OF NEW YORK, as
                                          Warrant Agent,

                                        by   /s/ MICHELE L. RUSSO
                                             --------------------------
                                             Name:  Michele L. Russo
                                             Title: Assistant Vice President

<PAGE>   33
                                       33



    APPENDIX






                      PROVISIONS RELATING TO NOTE WARRANTS



1.      Definitions

1.1 Definitions

                For the purposes of this Appendix A the following additional
terms shall have the meanings indicated below:

                "Definitive Note Warrant" means a certificated Note Warrant
(bearing the Restricted Note Warrant Legend if the transfer of such Note Warrant
is restricted by applicable law) that does not include the Global Note Warrant
Legend.

                "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                "Global Note Warrant Legend" means the legend set forth under
that caption in Exhibit A to this Note Warrant Agreement.

                "IAI" means an institutional "accredited investor" as described
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                "Purchase Agreement" means the Purchase Agreement dated May 25,
2000, among the Company, the Note Guarantors and the Initial Purchasers.

                "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

                "Restricted Warrant Legend" means the legend set forth in
Section 2.3(d)(i) herein.

                "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                "Rule 144A" means Rule 144A under the Securities Act.

                "Rule 144A Note Warrants" means all Note Warrants offered and
sold to QIBs in reliance on Rule 144A.

                "Separability Legend" means the separability legend set forth in
Section 2.3(d)(i).

<PAGE>   34
                                       34


                "Transfer Restricted Note Warrants" means Global Note Warrants,
Definitive Note Warrants and any other Note Warrants that bear or are required
to bear the Restricted Warrant Legend.

                "Warrant Custodian" means the custodian with respect to a Global
Note Warrant (as appointed by the Depositary) or any successor person thereto,
who shall initially be the Warrant Agent.

        1.2 Other Definitions.

                                                       Defined in Section:
Term:

"Agent Members"         2.1(b)
"IAI Global Note Warrant            2.1(a)
"Global Units"          2.1
"Global Note Warrant"   2.1(a)
"Notes Transfer Agent"  2.1
"Rule 144A Global Note Warrant"     2.1(a)


                2.      The Securities

                2.1     Form and Dating

                Each Note Warrant shall initially be issued as part of a Unit
consisting of one Note and one Note Warrant. The Units issued on the date hereof
(the "Global Units") will be offered and sold by the Company pursuant to the
Purchase Agreement and will be resold, initially, to QIBs in reliance on Rule
144A. Such Units may thereafter be transferred to, among others, QIBs and,
except as set forth below, IAIs in accordance with Rule 501. Prior to the
Separation Date, the Note Warrants may not be transferred or exchanged
separately from, but may be transferred or exchanged only together with, the
Notes attached to such Note Warrants. Prior to the Separation Date, the
registrar for the Notes shall act as transfer agent ("Notes Transfer Agent") for
both the Note Warrants and the Notes. Any request for transfer of a Note Warrant
prior to the Separation Date made to the Note Transfer Agent shall be
accompanied by the Note attached thereto and the Note Transfer Agent will not
execute any such transfer without such Note attached thereto. Such Note will be
duly endorsed and accompanied by a written instrument of transfer in form
satisfactory to the Company, duly executed by the Holder thereof or the Holder's
attorneys duly authorized in writing. All such transfers shall meet the
requirements set forth in the Indenture and the Global Units. In the event of
(i) the effectiveness of a registration statement with respect to the Notes or a
Registered Exchange Offer, (ii) a Change of Control or (iii) an Event of Default
the Company shall provide notice to the Note Transfer Agent and the Warrant
Agent of the Separation Date not less than two Business Days prior to such date
and the Company will cause the Note Transfer Agent to notify the Depositary of
such date. In the event of a determination by CSI to separate the Note Warrants
and the Notes, the Company shall promptly, but in no event later than the next
following Business Day after receiving notice of such determination, provide
notice to the Note Transfer Agent and the Warrant Agent of the Separation Date
and cause the Note Transfer Agent to notify the Depositary of such date. If the
Separation Date has not otherwise occurred prior to the 180th day after the date
hereof,


<PAGE>   35
                                       35


the Separation Date shall occur on such day and the Company shall provide notice
of the Separation Date to the Note Transfer Agent and the Warrant Agent and the
Company will cause the Note Transfer Agent to notify the Depositary of such
date. In acting as the transfer agent for the Note Warrants prior to the
Separation Date, the Note Transfer Agent shall be entitled to all the rights,
privileges and immunities to which the Warrant Agent is entitled in performing
such role pursuant to the terms of this Note Warrant Agreement. After the
Separation Date, the Note Warrants may only be sold or transferred in accordance
with this Appendix.

                (a)     Global Note Warrants. Rule 144A Note Warrants shall be
issued initially in the form of one or more permanent global Note Warrants in
definitive, fully registered form (collectively, the "Rule 144A Global Note
Warrant"), without interest coupons and bearing the Global Note Warrant Legend,
the Restricted Warrant Legend and the Separability Legend, which shall be
deposited on behalf of the purchasers of the Note Warrants represented thereby
with the Warrant Custodian, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Warrant Agent as provided in this Note Warrant Agreement to accommodate
transfers of beneficial interests in the Note Warrants to IAIs subsequent to the
initial distribution. One or more global Note Warrants in definitive, fully
registered form bearing the Global Note Warrant Legend, the Restricted Warrant
Legend and the Separability Legend (collectively, the "IAI Global Note Warrant")
shall also be issued on the Closing Date and deposited on behalf of the
purchasers of the Note Warrants represented thereby with the Warrant Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Warrant Agent as provided
in this Note Warrant Agreement. The Rule 144A Global Note Warrant and the IAI
Global Note Warrant are each referred to herein as a "Global Note Warrant" and
are collectively referred to herein as "Global Note Warrants." The number of
Note Warrants represented by the Global Note Warrants may from time to time be
increased or decreased by adjustments made on the records of the Warrant Agent
and the Depositary or its nominee and on the schedules thereto as hereinafter
provided.

                (b)     Book-Entry Provisions. This Section 2.1(b) shall apply
only to a Global Note Warrant deposited with or on behalf of the Depositary.

                The Company shall execute and the Warrant Agent shall, in
accordance with this Section 2.1(b) and Section 2.2 and pursuant to an order of
the Company signed by two Officers, authenticate and deliver initially one or
more Global Note Warrants that (a) shall be registered in the name of the
Depositary for such Global Note Warrant or Global Note Warrants or the nominee
of such Depositary and (b) shall be delivered by the Warrant Agent to such
Depositary or pursuant to such Depositary's instructions or held by the Warrant
Agent as Warrant Custodian.

                Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Note Warrant Agreement with respect to any
Global Note Warrants held on their behalf by the Depositary or by the Warrant
Agent as Warrant Custodian or under such Global Note Warrant, and the Depositary
may be treated by the Company, the Warrant Agent and any agent of the Company or
the Warrant Agent as the absolute owner of such Global Note Warrants for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent
from giving effect to any written certification, proxy or other authorization


<PAGE>   36
                                       36


furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices of such Depositary governing the
exercise of the rights of a holder of a beneficial interest in any Global Note
Warrants.

                (c)     Definitive Note Warrants. Except as provided in Section
2.3 or 2.4, owners of beneficial interests in Global Note Warrants will not be
entitled to receive physical delivery of certificated Note Warrants.

                2.2     Authentication. The Warrant Agent shall authenticate and
make available for delivery upon a written order of the Company, signed by two
Officers, Note Warrant Certificates entitling the Holders therefor to purchase
in the aggregate not more than 18,532 Note Warrant Shares, subject to
adjustment, as set forth in this Note Warrant Agreement.

                2.3     Transfer and Exchange. (a) Transfer and Exchange of
Definitive Note Warrants. When Definitive Note Warrants are presented to the
Warrant Registrar with a request:

                (i)     to register the transfer of such Definitive Note
        Warrants; or

                (ii)    to exchange such Definitive Note Warrants for an equal
        amount of Definitive Note Warrants of other authorized denominations,

the Warrant Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Note Warrants surrendered for transfer or exchange:

                (1)     shall be duly endorsed or accompanied by a written
        instrument of transfer in form reasonably satisfactory to the Company
        and the Warrant Registrar, duly executed by the Holder thereof or his
        attorney duly authorized in writing; and

                (2)     in the case of Definitive Note Warrants which are
        Transfer Restricted Note Warrants, are accompanied by the following
        additional information and documents, as applicable:

                (A)     if such Definitive Note Warrants are being delivered to
        the Warrant Registrar by a Holder for registration in the name of such
        Holder, without transfer, a certification from such Holder to that
        effect (in the form set forth on the reverse side of the Note Warrant
        Certificate); or

                (B)     if such Definitive Note Warrants are being transferred
        to the Company, a certification to that effect (in the form set forth on
        the reverse side of the Note Warrant Certificate); or

                (C)     if such Definitive Note Warrants are being transferred
        pursuant to an exemption from registration in accordance with Rule 144
        under the Securities Act or in reliance upon another exemption from the
        registration requirements of the Securities Act, (x) a certification to
        that effect (in the form set forth on the reverse side of the Note
        Warrant Certificate), (y) if the Company so requests, an Opinion of
        Counsel or other evidence reasonably satisfactory to it as to the
        compliance with the


<PAGE>   37
                                       37


        restrictions set forth in the legend set forth in Section 2.3(d)(i) and
        (z) in the case of a transfer to an IAI, a signed letter substantially
        in the form of Exhibit B.

                (b)     Restrictions on Transfer of a Definitive Note Warrant
for a Beneficial Interest in a Global Note Warrant. A Definitive Note Warrant
may not be exchanged for a beneficial interest in a Global Note Warrant except
upon satisfaction of the requirements set forth below. Upon receipt by the
Warrant Agent of a Definitive Note Warrant, duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
and the Warrant Registrar, together with:

                (i)     certification (in the form set forth on the reverse side
        of the Note Warrant Certificate) that such Definitive Note Warrant is
        being transferred (1) to a QIB in accordance with Rule 144A or (2) to an
        IAI that has furnished to the Warrant Agent a signed letter
        substantially in the form of Exhibit B, and in the case of clause (2),
        an opinion of counsel or other evidence reasonably satisfactory to the
        Warrant Agent as to the compliance with the restrictions set forth in
        the legend set forth in Section 2.3(d)(i); and

                (ii)    written instructions directing the Warrant Agent to
        make, or to direct the Warrant Custodian to make, an adjustment on its
        books and records with respect to such Global Note Warrant to reflect an
        increase in the aggregate amount of the Note Warrants represented by the
        Global Note Warrant, such instructions to contain information regarding
        the Depositary account to be credited with such increase,

then the Warrant Agent shall cancel such Definitive Note Warrant and cause, or
direct the Warrant Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Warrant
Custodian, the aggregate amount of Note Warrants represented by the Global Note
Warrant to be increased by the aggregate amount of the Definitive Note Warrant
to be exchanged and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Global Note
Warrant equal to the amount of the Definitive Security so canceled. If no Global
Note Warrants are then outstanding and the Global Note Warrant has not been
previously exchanged for certificated Note Warrants pursuant to Section 2.4, the
Company shall issue and the Warrant Agent shall authenticate, upon written order
of the Company in the form of an Officers' Certificate, a new Global Note
Warrant in the appropriate amount.

                (c)     Transfer and Exchange of Global Note Warrants. (i) The
transfer and exchange of a Global Note Warrant or beneficial interests therein
shall be effected through the Depositary, in accordance with this Note Warrant
Agreement (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Depositary therefor. A transferor of a beneficial
interest in a Global Note Warrant shall deliver a written order given in
accordance with the Depositary's procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest
in such Global Note Warrant or another Global Note Warrant and such account
shall be credited in accordance with such order with a beneficial interest in
the applicable Global Note Warrant and the account of the Person making the
transfer shall be debited by an amount equal to the beneficial interest in the
Global Note Warrant being transferred. In the case of a transfer of a beneficial
interest in the Rule 144A Global Note Warrant for an interest in the IAI Global
Note Warrant, the transferee must furnish a signed letter substantially in the
form of Exhibit B to the Warrant Agent and an opinion of counsel or other
evidence reasonably satisfactory


<PAGE>   38
                                       38


to the Warrant Agent as to compliance with the restrictions set forth in the
legend set forth in Section 2.3(d)(i).

                (ii)    If the proposed transfer is a transfer of a beneficial
        interest in one Global Note Warrant to a beneficial interest in another
        Global Note Warrant, the Warrant Registrar shall reflect on its books
        and records the date and an increase in the amount of the Global Note
        Warrant to which such interest is being transferred in an amount equal
        to the amount of the interest to be so transferred, and the Warrant
        Registrar shall reflect on its books and records the date and a
        corresponding decrease in the amount of Global Note Warrant from which
        such interest is being transferred.

                (iii)   Notwithstanding any other provisions of this Appendix
        (other than the provisions set forth in Section 2.4), a Global Note
        Warrant may not be transferred as a whole except by the Depositary to a
        nominee of the Depositary or by a nominee of the Depositary to the
        Depositary or another nominee of the Depositary or by the Depositary or
        any such nominee to a successor Depositary or a nominee of such
        successor Depositary.

                (iv)    In the event that a Global Note Warrant is exchanged for
        Definitive Note Warrants pursuant to Section 2.4, such Note Warrants may
        be exchanged only in accordance with such procedures as are
        substantially consistent with the provisions of this Section 2.3
        (including the certification requirements set forth on the reverse of
        the Note Warrant Certificate intended to ensure that such transfers
        comply with Rule 144A or such other applicable exemption from
        registration under the Securities Act, as the case may be) and such
        other procedures as may from time to time be adopted by the Company.

                (d)     Legend.

                (i)     Except as permitted by the following paragraphs (ii),
        (iii) or (iv), each Note Warrant Certificate evidencing the Global Note
        Warrants and the Definitive Note Warrants (and all Note Warrants issued
        in exchange therefor or in substitution thereof) shall bear a legend in
        substantially the following form (each defined term in the legend being
        defined as such for purposes of the legend only):

        "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
        OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
        PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
        REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
        TO, SUCH REGISTRATION.

                THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
        OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
        "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
        LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
        COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
        (OR


<PAGE>   39
                                       39


        ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT
        TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
        SECURITIES ACT, (C) FOR SO LONG AS THE NOTE WARRANTS ARE ELIGIBLE FOR
        RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO
        A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
        DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
        ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
        THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
        "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
        (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
        INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN A MINIMUM NUMBER OF
        NOTE WARRANTS OF (I) 250 PRIOR TO THE SEPARATION OF THE NOTE WARRANTS
        FROM THE NOTES AND (II) 25,000 AFTER SUCH SEPARATION, FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
        ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO
        ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED FOR BY RULE 144
        THEREUNDER (IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE WARRANT
        AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
        CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
        CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
        THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
        RESALE RESTRICTION TERMINATION DATE.

                Each Definitive Security will also bear the following additional
legend:

                "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
                WARRANT AGENT AND THE WARRANT REGISTRAR SUCH CERTIFICATES AND
                OTHER INFORMATION AS SUCH WARRANT AGENT MAY REASONABLY REQUIRE
                TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                RESTRICTIONS."

                Each Note Warrant Certificate issued prior to the Separation
Date will also bear the following Separability Legend:

                "THE NOTE WARRANTS EVIDENCED BY THIS CERTIFICATE WERE INITIALLY
                ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS
                OF ONE 13% SENIOR SUBORDINATED NOTE DUE 2010 OF HUNTSMAN
                PACKAGING CORPORATION WITH A PRINCIPAL AMOUNT AT MATURITY OF
                $1,000 (A "NOTE") AND ONE NOTE WARRANT. THE NOTES AND NOTE
                WARRANTS WILL NOT TRADE SEPARATELY UNTIL THE EARLIEST OF (I) 180
                DAYS AFTER THE DATE OF THE NOTE WARRANT AGREEMENT, (II) A CHANGE
                OF CONTROL, (III) THE OCCURRENCE OF AN EVENT OF


<PAGE>   40
                                       40


                DEFAULT, (IV) THE DATE ON WHICH A REGISTRATION STATEMENT WITH
                RESPECT TO THE NOTES OR A REGISTERED EXCHANGE OFFER FOR THE
                NOTES IS DECLARED EFFECTIVE AND (V) SUCH EARLIER DATE AS
                DETERMINED BY CSI IN ITS DISCRETION."

                (ii)    Upon any sale or transfer of a Transfer Restricted Note
        Warrant that is a Definitive Note Warrant, the Warrant Registrar shall
        permit the Holder thereof to exchange such Transfer Restricted Note
        Warrant for a Definitive Note Warrant that does not bear the legends set
        forth above and rescind any restriction on the transfer of such Transfer
        Restricted Note Warrant if the Holder certifies in writing to the
        Warrant Registrar that its request for such exchange was made in
        reliance on Rule 144 (such certification to be in the form set forth on
        the reverse of the Note Warrant Certificate) and delivers an opinion of
        counsel or other evidence reasonably satisfactory to the Warrant
        Registrar as to compliance with the restrictions set forth in the legend
        set forth in Section 2.3(d)(i).

                (iii)   On or after the Separation Date, the Holder of a Note
        Warrant Certificate containing a Separability Legend may surrender such
        Note Warrant Certificate accompanied by a written application to the
        Warrant Agent, duly executed by the Holder thereof, for a new Note
        Warrant Certificate or certificates not containing the Separability
        Legend.

                (e)     Cancelation or Adjustment of Global Note Warrant. At
such time as all beneficial interests in a Global Note Warrant have either been
exchanged for Definitive Note Warrants, transferred, redeemed, repurchased,
canceled or exercised such Global Note Warrant shall be returned by the
Depositary to the Warrant Agent for cancelation or retained and canceled by the
Warrant Agent. At any time prior to such cancelation, if any beneficial interest
in a Global Note Warrant is exchanged for Definitive Note Warrants, transferred
in exchange for an interest in another Global Note Warrant, redeemed,
repurchased, canceled or exercised the number of Note Warrants represented by
such Global Note Warrant shall be reduced and an adjustment shall be made on the
books and records of the Warrant Agent (if it is then the Warrant Custodian for
such Global Note Warrant) with respect to such Global Note Warrant, by the
Warrant Agent or the Warrant Custodian, to reflect such reduction.

                (f)     Obligations with Respect to Transfers and Exchanges of
Note Warrants.

                (i)     To permit registrations of transfers and exchanges, the
        Company shall execute and the Warrant Agent shall authenticate,
        Definitive Note Warrants and Global Note Warrants at the Warrant
        Registrar's request.

                (ii)    No service charge shall be made for any registration of
        transfer or exchange, but the Company may require payment of a sum
        sufficient to cover any transfer tax, assessments, or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes, assessments, or similar governmental charge payable upon
        exchanges to be registered in the name of the registered Holder
        effecting the exchange pursuant to Section 2.05 of this Note Warrant
        Agreement).

                (iii)   Prior to the due presentation for registration of
        transfer of any Note Warrant, the Company, the Warrant Agent and the
        Warrant Registrar may deem and


<PAGE>   41
                                       41


        treat the person in whose name a Note Warrant is registered as the
        absolute owner of such Note Warrant for all purposes whatsoever, and
        none of the Company, the Warrant Agent or the Warrant Registrar shall be
        affected by notice to the contrary.

                (iv)    All Note Warrants issued upon any transfer or exchange
        pursuant to the terms of this Note Warrant Agreement shall evidence the
        same terms and shall be entitled to the same benefits under this Note
        Warrant Agreement as the Note Warrants surrendered upon such transfer or
        exchange.

                (g)     No Obligation of the Warrant Agent.

                (i)     The Warrant Agent shall have no responsibility or
        obligation to any beneficial owner of a Global Note Warrant, a member
        of, or a participant in the Depositary or any other Person with respect
        to the accuracy of the records of the Depositary or its nominee or of
        any participant or member thereof, with respect to any ownership
        interest in the Note Warrants or with respect to the delivery to any
        participant, member, beneficial owner or other Person (other than the
        Depositary) of any notice or the payment of any amount, under or with
        respect to such Note Warrants. All notices and communications to be
        given to the Holders under the Note Warrants shall be given only to the
        registered Holders (which shall be the Depositary or its nominee in the
        case of a Global Note Warrant). The rights of beneficial owners in any
        Global Note Warrant shall be exercised only through the Depositary
        subject to the applicable rules and procedures of the Depositary. The
        Warrant Agent may rely and shall be fully protected in relying upon
        information furnished by the Depositary with respect to its members,
        participants and any beneficial owners.

                (ii)    The Warrant Agent shall have no obligation or duty to
        monitor, determine or inquire as to compliance with any restrictions on
        transfer imposed under this Note Warrant Agreement or under applicable
        law with respect to any transfer of any interest in any Note Warrant
        (including any transfers between or among Depositary participants,
        members or beneficial owners in any Global Note Warrant) other than to
        require delivery of such certificates and other documentation or
        evidence as are expressly required by, and to do so if and when
        expressly required by, the terms of this Note Warrant Agreement, and to
        examine the same to determine substantial compliance as to form with the
        express requirements hereof.

        2.4     Definitive Note Warrants. (a) A Global Note Warrant deposited
with the Depositary or with the Warrant Agent as Warrant Custodian pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of
Definitive Note Warrants in an aggregate amount equal to the amount of such
Global Note Warrant, in exchange for such Global Note Warrant, only if such
transfer complies with Section 2.3 and (i) the Depositary notifies the Company
that it is unwilling or unable to continue as a Depositary for such Global Note
Warrant or if at any time the Depositary ceases to be a "clearing agency"
registered under the Exchange Act, and a successor depositary is not appointed
by the Company within 90 days of such notice, or after the Company becomes aware
of such cessation or (ii) an Event of Default has occurred and is continuing or
(iii) the Company, in its sole discretion, notifies the Warrant Agent in writing
that it elects to cause the issuance of Definitive Note Warrants under this Note
Warrant Agreement.


<PAGE>   42
                                       42


                (b)     Any Global Note Warrant that is transferable to the
beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depositary to the Warrant Agent, to be so transferred, in whole or from time
to time in part, without charge, and the Warrant Agent shall authenticate and
deliver, upon such transfer of each portion of such Global Note Warrant, an
equal number of Definitive Note Warrants. Any certificated Note Warrant in the
form of a Definitive Note Warrant delivered in exchange for an interest in the
Global Note Warrant shall, except as otherwise provided by Section 2.3(d), bear
the Restricted Warrant Legend.

                (c)     Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Note Warrant may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Note Warrant Agreement or the Note Warrants.

                (d)     In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Warrant Agent a reasonable supply of Definitive Note Warrants
in fully registered form.

<PAGE>   43
                                       43



        EXHIBIT A



                   [FORM OF FACE OF NOTE WARRANT CERTIFICATE]

                              [Separability Legend]

        THE NOTE WARRANTS EVIDENCED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS
PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE 13% SENIOR
SUBORDINATED NOTE DUE 2010 OF HUNTSMAN PACKAGING CORPORATION WITH A PRINCIPAL
AMOUNT OF $1,000 (A "NOTE") AND ONE NOTE WARRANT. THE NOTES AND NOTE WARRANTS
WILL NOT TRADE SEPARATELY UNTIL THE EARLIEST OF (I) 180 DAYS AFTER THE DATE OF
THE NOTE WARRANT AGREEMENT, (II) A CHANGE OF CONTROL (AS DEFINED IN THE
INDENTURE RELATING TO THE NOTES (THE "INDENTURE")), (III) THE OCCURRENCE OF AN
EVENT OF DEFAULT (AS DEFINED IN THE INDENTURE), (IV) THE DATE ON WHICH A
REGISTRATION STATEMENT WITH RESPECT TO THE NOTES OR A REGISTERED EXCHANGE OFFER
(AS DEFINED IN THE INDENTURE) FOR THE NOTES IS DECLARED EFFECTIVE AND (V) SUCH
EARLIER DATE AS DETERMINED BY CSI IN ITS DISCRETION.

                          [Global Note Warrant Legend]

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR EXCHANGE, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL NOTE WARRANT SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WARRANT SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE NOTE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

        "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN "ACCREDITED


<PAGE>   44
                                       44


INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN A MINIMUM NUMBER OF NOTE WARRANTS OF (I) 250 PRIOR TO
THE SEPARATION OF THE NOTE WARRANTS FROM THE NOTES AND (II) 25,000 AFTER SUCH
SEPARATION, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE
IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED FOR BY RULE 144 (IF
AVAILABLE), SUBJECT TO THE COMPANY'S AND THE WARRANT AGENT'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                        [Definitive Note Warrants Legend]

        IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE WARRANT
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH WARRANT AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.(1)














-----------------
        (1) To be included only if the Note Warrant is in definitive form.


<PAGE>   45
                                       45



No. [  ]     CUSIP No. ______________


                      WARRANTS TO PURCHASE COMMON STOCK OF
                         HUNTSMAN PACKAGING CORPORATION


                THIS CERTIFIES THAT [           ], or its registered assigns, is
the registered holder of [ the number of Note Warrants set forth in the Schedule
of Increases or Decreases in Global Note Warrant attached hereto](2) [___ Note
Warrants](3) (the "Note Warrants"). Each Note Warrant entitles the holder
thereof (the "Holder"), at its option and subject to the provisions contained
herein and in the Note Warrant Agreement referred to below, to purchase from
HUNTSMAN PACKAGING CORPORATION, a Utah corporation ("the Company"), 0.08424
shares of Common Stock, no par value, of the Company (the "Common Stock") at the
per share exercise price of $.01 (the "Exercise Price"), or by Cashless Exercise
referred to below. This Note Warrant Certificate shall terminate and become void
as of the close of business on June 1, 2010 (the "Expiration Date") or upon the
exercise hereof as to all the shares of Common Stock subject hereto. The number
of shares issuable upon exercise of the Note Warrants and the Exercise Price per
share shall be subject to adjustment from time to time as set forth in the Note
Warrant Agreement (as defined).

                This Note Warrant Certificate is issued under and in accordance
with a Note Warrant Agreement dated as of May 31, 2000 (the "Note Warrant
Agreement"), between the Company and The Bank of New York, as Warrant Agent (the
"Warrant Agent", which term includes any successor Warrant Agent under the Note
Warrant Agreement), and is subject to the terms and provisions contained in the
Note Warrant Agreement, to all of which terms and provisions the Holder of this
Note Warrant Certificate consents by acceptance hereof. The Note Warrant
Agreement is hereby incorporated herein by reference and made a part hereof.
Reference is hereby made to the Note Warrant Agreement for a full statement of
the respective rights, limitations of rights, duties and obligations of the
Company, the Warrant Agent and the Holders of the Note Warrants. Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Note Warrant Agreement. A copy of the Note Warrant Agreement may be obtained
for inspection by the Holder hereof upon written request to the Warrant Agent at
101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Corporate
Trust Administration.

                Subject to the terms of the Note Warrant Agreement, the Note
Warrants may be exercised in whole or in part (i) by presentation of this Note
Warrant Certificate with the Election to Purchase attached hereto duly executed
and with the simultaneous payment of the Exercise Price (subject to adjustment)
to the Warrant Agent for the account of the Company at the office of the Warrant
Agent or (ii) by Cashless Exercise. Payment of the Exercise Price (other than by
Cashless Exercise) shall be made in cash or by certified or official bank check
payable to the order of the Company or by wire transfer of funds to an account
designated by the Company for such purpose. Payment by Cashless Exercise shall
be made without the payment of cash by reducing the amount of Common Stock which
would be obtainable upon the exercise of a Note Warrant and payment of the
Exercise Price solely in cash so as to yield a number of shares of Common Stock
upon the exercise of such Note Warrant equal to the product of (1) the number of
shares of Common Stock issuable as of the Exercise Date upon the exercise of
such Note Warrant (if payment of the Exercise Price were being made in cash) and
(2) a fraction, the numerator of which is the excess of the Current Market Value
per share of Common Stock on the Exercise Date over the Exercise Price per share
as of the Exercise Date and the denominator of which is the Current Market Value
per share of the Common Stock on the Exercise Date. Until such time, if any,
that a registration statement covering the issuance of Note Warrant Shares to
the Holders upon exercise of the Note Warrants by the Holders thereof (a "Common
Registration Statement") has been filed and declared effective, and at any time
that such Common Registration Statement shall cease to be in effect, the Company
may require that any Holder exercising a Note Warrant must do so through a
Cashless Exercise, and may amend such Note Warrant to eliminate the requirement
for payment of the Exercise Price with respect to a Cashless Exercise.

                As provided in the Note Warrant Agreement and subject to the
terms and conditions therein set forth, the Note Warrants shall be exercisable
at any time and from time to time on any Business Day after the Exercisability
Date; provided, however, that no Note Warrant shall be exercisable after June 1,
2010.



-----------------------
        2(2) Insert if Global Note Warrant.
        3(3) Insert if Definitive Note Warrant.


<PAGE>   46
                                       46


                In the event 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 Note Warrant shall
be exercisable for the kind and number of shares of stock, other securities,
cash or other property to which the holder of the number of Note Warrant Shares
issuable upon exercise of such Note Warrant would have been entitled to receive
and/or continue to hold upon such event.

                As provided in the Note Warrant Agreement, the number of shares
of Common Stock issuable upon the exercise of the Note Warrants and the Exercise
Price are subject to adjustment upon the happening of certain events.

                The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Note Warrant Certificates pursuant to Section 2.3 of the
Appendix to the Note Warrant Agreement, but not for any exchange or original
issuance (not involving a transfer) with respect to temporary Note Warrant
Certificates, the exercise of the Note Warrants or the Note Warrant Shares.

                Upon any partial exercise of the Note Warrants, there shall be
authenticated and issued to the Holder hereof a new Note Warrant Certificate
representing those Note Warrants which were not exercised. This Note Warrant
Certificate may be exchanged at the office of the Warrant Agent by presenting
this Note Warrant Certificate properly endorsed with a request to exchange this
Note Warrant Certificate for other Note Warrant Certificates evidencing an equal
number of Note Warrants. No fractional Note Warrant Shares will be issued upon
the exercise of the Note Warrants, but the Company shall pay an amount in cash
equal to the Current Market Value per Note Warrant Share, as determined on the
day immediately preceding the date the Note Warrant is presented for exercise,
multiplied by the fraction of a Note Warrant Share that would be issuable on the
exercise of any Note Warrant, computed to the nearest whole cent.

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

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

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

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


                                           HUNTSMAN PACKAGING CORPORATION,

                                            by
                                              ----------------------------
                                              Name:
                                              Title:





Attest:


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

<PAGE>   47
                                       47





DATED:


Warrant Agent's Certificate of Authentication

THE BANK OF NEW YORK,
as Warrant Agent,

  by

  --------------------------
       Authorized Signatory

<PAGE>   48
                                       48



                FORM OF ELECTION TO PURCHASE NOTE WARRANT SHARES
              (to be executed only upon exercise of Note Warrants)

                         HUNTSMAN PACKAGING CORPORATION


                The undersigned hereby irrevocably elects to exercise
__________________ Note Warrants to acquire shares of Common Stock, no par
value, of Huntsman Packaging Corporation either (i) at an exercise price per
share of Common Stock of $.01 or (ii) through Cashless Exercise and otherwise on
the terms and conditions specified in the Note Warrant Certificate and the Note
Warrant Agreement, surrenders this Note Warrant Certificate and all right, title
and interest therein to Huntsman Packaging Corporation and directs that the
shares of Common Stock deliverable upon the exercise of such Note Warrants be
registered or placed in the name and at the address specified below and
delivered thereto.

                Check method of exercise:

                Cash Exercise            _

                Cashless Exercise        _


                In the event that the Company has not elected pursuant to
Section 3.04 of the Note Warrant Agreement to require any Holder exercising a
Note Warrant to do so through a Cashless Exercise and eliminate the requirement
for payment of the Exercise Price with respect to a Cashless Exercise, the
undersigned represents and warrants that it (a) is not acquiring the Note
Warrant Shares with a view to transferring such Note Warrant Shares in violation
of the Securities Act of 1933, as amended (the "Securities Act"), (b)
acknowledges that the issuance of the Note Warrant Shares has not been
registered under the Securities Act and that the Note 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).



Date:              ,
     --------------

                           4
-------------------------
(Signature of Owner)

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

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

Signature Guaranteed by:


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




--------------------
        (4) The signature must correspond with the name as written upon the face
        of the Note Warrant Certificate in every particular, without alteration
        or enlargement or any change whatever, and must be guaranteed by a
        participant in a recognized signature guaranty medallion program or
        other signature guarantor acceptable to the Warrant Agent.


<PAGE>   49
                                       49



Securities and/or check to be issued to:

Please insert social security or identifying number:

            Name:
                  ----------------------------------
            Street Address:
                            --------------------------------
            City, State and Zip Code:
                                      -----------------------------

A new Note Warrant Certificate evidencing any unexercised Note
Warrants evidenced by the within Note Warrant Certificate is to be issued to:

Please insert social security or identifying number:

            Name:
                  ----------------------------------
            Street Address:
                            --------------------------------
            City, State and Zip Code:
                                      -----------------------------


<PAGE>   50
                                       50



                                 ASSIGNMENT FORM

To assign this Note Warrant, fill in the form below:

I or we assign and transfer this Note Warrant to

        (Print or type assignee's name, address and zip code)
        (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint        agent to transfer this Note Warrant on the books
of the Company.  The agent may substitute another to act for him.

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

Date:             Your Signature:
      ----------                  -----------------------

Signature Guaranteed by:

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


-----------------------------------------------------------------
The signature must correspond with the name as written upon the face of the Note
Warrant Certificate in every particular, without alteration or enlargement or
any change whatever, and must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to
the Warrant Agent.

<PAGE>   51
                                       51



                    CERTIFICATE TO BE DELIVERED UPON TRANSFER
                      OF TRANSFER RESTRICTED NOTE WARRANTS

This certificate relates to _______ Note Warrants held in (check applicable
space) ___ book-entry or ___ definitive form by the undersigned.

The undersigned (check one box below)

        _       has requested the Warrant Agent by written order to deliver in
        exchange for its beneficial interest in the Global Note Warrant held by
        the Depositary a Note Warrant or Note Warrants in definitive, registered
        form of authorized denominations and an aggregate amount equal to its
        beneficial interest in such Global Note Warrant (or the portion thereof
        indicated above);

        _       has requested the Warrant Agent by written order to exchange or
        register the transfer of a Note Warrant or Note Warrants.

In connection with any transfer of any of the Note Warrants evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Note
Warrants are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

        (1)     _       to the Company; or

        (2)     _       pursuant to an effective registration statement under
                        the Securities Act of 1933; or

        (3)     _       inside the United States to a "qualified institutional
                        buyer" (as defined in Rule 144A under the Securities Act
                        of 1933) that purchases for its own account or for the
                        account of a qualified institutional buyer to whom
                        notice is given that such transfer is being made in
                        reliance on Rule 144A, in each case pursuant to and in
                        compliance with Rule 144A under the Securities Act of
                        1933; or

        (4)     _       to an institutional "accredited investor" (as defined in
                        Rule 501(a)(1),(2),(3) or (7) under the Securities Act
                        of 1933) that has furnished to the Warrant Agent a
                        signed letter containing certain representations and
                        agreements; or

        (5)     _       pursuant to another available exemption from
                        registration provided by Rule 144 under the Securities
                        Act of 1933.

        Unless one of the boxes is checked, the Warrant Agent will refuse to
        register any of the Note Warrants evidenced by this certificate in the
        name of any Person other than the registered holder thereof; provided,
        however, that if box (4) or (5) is checked, the Warrant Agent may
        require, prior to registering any such transfer of the Note Warrants,
        such legal opinions, certifications and other information as the Company
        has reasonably requested to confirm that such transfer is being made
        pursuant to an


<PAGE>   52
                                       52


        exemption from, or in a transaction not subject to, the registration
        requirements of the Securities Act of 1933.


                                                  ------------------------
                                                  Your Signature

Signature Guarantee:

Date:
      ----------------------        --------------------------
Signature must be guaranteed          Signature of Signature
by a participant in a                        Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Warrant Agent

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

<PAGE>   53
                                       53



              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                The undersigned represents and warrants that it is purchasing
this Note Warrant for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
       ----------------             ------------------------------
                                        NOTICE:  To be executed by
                                                      an executive officer

<PAGE>   54
                                       54



                     [TO BE ATTACHED TO GLOBAL NOTE WARRANT]

                      SCHEDULE OF INCREASES OR DECREASES IN
                               GLOBAL NOTE WARRANT

                The initial amount of this Global Note Warrant is 220,000 Note
Warrants. The following increases or decreases in this Global Note Warrant have
been made:

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




<PAGE>   55
                                       55




        EXHIBIT B
                                     Form of
                       Transferee Letter of Representation


Huntsman Packaging Corporation
c/o The Bank of New York
101 Barclay Street, Floor 21W
New York, New York  10286


Ladies and Gentlemen:

            This certificate is delivered to request a transfer of ________ Note
Warrants to purchase Common Stock ("Note Warrants") of Huntsman Packaging
Corporation (the "Company").

            Upon transfer, the Note Warrants would be registered in the name of
the new beneficial owner as follows:

Name:
     ------------------------

Address:
        ---------------------

Taxpayer ID Number:
                   ----------

        The undersigned represents and warrants to you that:

        1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least (A) 250 Note Warrants prior to the
separation of the Note Warrants from the Notes or (B) 25,000 after such
separation, and we are acquiring the Note Warrants not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of our investment in
the Note Warrants, and we invest in or purchase securities similar to the Note
Warrants in the normal course of our business. We, and any accounts for which we
are acting, are each able to bear the economic risk of our or its investment.

        2. We understand that the Note Warrants have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Note Warrants to offer, sell or
otherwise transfer such Note Warrants prior to the date that is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Note Warrants (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act ("Rule 144A"), to a person we
reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB")
that is purchasing for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A, (d) to
an institutional "accredited investor" within the meaning


<PAGE>   56
                                       56


of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional "accredited
investor," in a minimum number of Note Warrants of (A) 250 prior to the
separation of the Note Warrants from the Notes or (B) 25,000 after such
separation, or (e) pursuant to any other available exemption from the
registration requirements of the Securities Act, including the exemption
provided for by Rule 144 thereunder (if available), subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Note
Warrants is proposed to be made pursuant to clause (d) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Warrant Agent, which shall provide, among other things, that the transferee is
an institutional "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that it is acquiring such Note
Warrants for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Warrant
Agent reserve the right prior to the offer, sale or other transfer prior to the
Resale Restriction Termination Date of the Note Warrants pursuant to clause (d)
or (e) above to require the delivery of an opinion of counsel, certifications or
other information satisfactory to the Company and the Warrant Agent.



                                         TRANSFEREE:                 ,
                                                    -----------------
                                           by:
                                              -----------------------