<PAGE>   1
                                                                    EXHIBIT 10.6


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1993, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT. IN ADDITION, THE WARRANT SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE LIMITATIONS ON
TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AUGUST 11, 1997, AMONG
THE CORPORATION AND THE STOCKHOLDERS IDENTIFIED THEREIN (THE "STOCKHOLDERS
AGREEMENT"). A COPY OF THE STOCKHOLDERS AGREEMENT IS AVAILABLE FOR INSPECTION AT
TILE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO
THE HOLDERS HEREOF UPON WRITTEN REQUEST TO THE CORPORATION.



                               W-H HOLDINGS, INC.


                               Warrant to Purchase
                                 9,437.50 Shares
                             of Class A Common Stock


                                                                 August 11, 1997


                          Common Stock Purchase Warrant

         THIS Common Stock Purchase Warrant (the "Warrant") CERTIFIES that, for
value received, KENNETH T. WHITE, JR. ("the Warrant Holder" or "Holder"), is
entitled to purchase from W-H HOLDINGS, INC. a Texas corporation (the
"Corporation"), 9,437.50 shares of the Class A Common Stock, $1.00 par value per
share (the "Common Stock"), of the Corporation, at the price (the "Exercise
Price") of $73.00 per share, subject to adjustment, in each case, as provided
herein, at any time or from time to time during the period commencing on the
date hereof and ending at 5:00 P.M. on the fifth anniversary of the date hereof
(the "Expiration Date").

         This Warrant has been issued pursuant to (i) the Agreement and Plan of
Recapitalization (the "Recapitalization Agreement") dated August 11, 1997,
between the Corporation, W-H Investment, Inc. ("the Stock Purchaser") and the
other stockholders identified therein, (ii) the Subscription Agreement (the
"Subscription Agreement") dated August 11, 1997 between the Corporation and the
Stock Purchaser, and (iii) the Stockholders Agreement (the "Stockholders
Agreement") dated August 11, 1997, between the Corporation, the Stock Purchaser
and the stockholders identified therein, and the sale and transfer of all Shares
issued by the


<PAGE>   2

Corporation upon exercise of this Warrant is subject to the terms and
conditions, and entitled to the benefits of the Stockholders Agreement, which is
available for inspection at the principal office of the Corporation and will be
furnished without charge to the Warrant Holder upon written request to the
Corporation.

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:

         "Assignment Form" shall mean the assignment form attached as Annex 2
hereto.

         "Common Stock" shall mean the Class A Common Stock, $1.00 par value, of
the Corporation.

         "Corporation" shall have the meaning given to such term in the
Preamble.

         "Delivery Date" shall have the meaning given to such term in Section
3.2.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Exchange Form" shall mean the exchange form attached as Annex 3
hereto.

         "Excluded Securities" shall mean:

         (i) shares of capital stock issued pursuant to a stock dividend or a
stock split or other subdivision of shares;

         (ii) Common Stock issued upon exercise of the Warrant;

         (iii) securities issued by the Corporation in a Qualified Public
Offering;

         (iv) securities issued pursuant to the direct or indirect bona fide
acquisition by the Corporation of any Person that is not an Affiliate, whether
by merger, purchase of stock, purchase of assets or otherwise; and

         (v) Common Stock issued under the New Management Option Plan.

         "Executive Officer" shall mean, with respect to the Corporation, its
President, Chief Financial Officer or Treasurer.

         "Exercise Form" shall mean the exercise form attached as Annex 1
hereto.


                                      -2-
<PAGE>   3

         "Exercise Price" shall mean $73.00 per share of Common Stock, subject
to adjustment from time to time in the manner provided in Section 3.4.

         "Expiration Date" shall mean October 9, 2002.

         "Financial Officer" shall mean the Chief Financial Officer, Treasurer
or Assistant Treasurer of the Corporation.

         "Fully Diluted Basis" means, as applied to the calculation of the
number of shares of Common Stock outstanding at any time, after giving effect to
(a) all shares of Common Stock outstanding at the time of determination, (b) all
shares of Common Stock issuable upon the exercise of any option, warrant
(including the Warrants and the options issuable or issued under the New
Management Option Plan) or similar right to purchase Common Stock outstanding at
the time of determination and then exercisable at a per share price equal to or
less than the price per share of Common Stock being determined and (c) all
shares of Common Stock issuable upon the conversion or exchange of any security
convertible into or exchangeable for shares of Common Stock outstanding at the
time of determination and then so convertible or exchangeable at a conversion or
exchange price equal to or less than the price per share of Common Stock being
determined. Such calculation will not be made in accordance with the "treasury
method."

         "Holder" shall have the meaning given to such term in Section 2.1.

         "NASDAQ" shall mean the NASDAQ National Market or the NASDAQ Smallcap
Market.

         "Publicly Traded" shall mean, with respect to any security, that such
security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ
or (c) traded in the domestic over-the-counter market, which trades are reported
by the National Quotation Bureau, Incorporated.

         "Qualified Public Offering" shall mean (a) an underwritten initial
public offering of the Common Stock registered under the Securities Act, which
offering results in net proceeds to the Corporation of at least $25,000,000, and
after which the shares of Common Stock are Publicly Traded and (b) subsequent
public offerings of the Common Stock registered under the Securities Act.

         "Requisite Holders" shall mean Holders holding Warrants or Warrant
Shares representing at least 51% of all Warrant Shares issued or issuable upon
exercise of the Warrant outstanding on the date of determination.

         "Warrant" shall have the meaning given to such term in the preamble.

         "Warrant Register" shall have the meaning given to such term in Section
2.1.

         "Warrant Shares" shall mean (a) the shares of Common Stock issued or
issuable upon exercise of a Warrant in accordance with Section 3.1 or upon
exchange of a Warrant in accordance with Section 2.2 and (b) any securities of
the Corporation distributed with respect to the securities


                                       -3-

<PAGE>   4

referred to in the preceding clause (a). As used in this Agreement, the phrase
"Warrant Shares then held" by any Holder or Holders shall mean Warrant Shares
held at the time of determination by such Holder or Holders, and shall include
Warrant Shares issuable upon exercise of Warrants held at the time of
determination by such Holder or Holders.

         SECTION 1.2. Interpretation. Unless the context of this Warrant clearly
requires otherwise, references to the plural include the singular, to the
singular include the plural, and to the part include the whole. The term
"including" is not limiting and the term "or" has the inclusive meaning
represented by the term "and/or." The words "hereof," "herein," "hereunder," and
similar terms in this Warrant refer to this Warrant as a whole and not to any
particular provision of this Warrant. References of "Articles", "Sections,"
"Subsections," "Exhibits," and "Schedules" are to Articles, Section,
Subsections, Exhibits and Schedules, respectively, of this Warrant, unless
otherwise specifically provided. Terms defined herein may be used in the
singular or the plural.

                                   ARTICLE II

                  FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

         SECTION 2.1. Warrant Register. This Warrant shall be registered in a
warrant register (the "Warrant Register"). The Warrant Register shall set forth
the number of the Warrant, the name and address of the holder (a "Holder")
thereof, and the original number of Warrant Shares purchasable upon the exercise
thereof. The Warrant Register will be maintained by the Corporation and will be
available for inspection by any Holder at the principal office of the
Corporation or such other location as the Corporation may designate to the
Holders in the manner set forth in this Warrant. The Corporation shall be
entitled to treat the Holder of any Warrant as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person. The Corporation shall
not be liable for complying with a request by a fiduciary or nominee of a
fiduciary to register a transfer of any Warrant which is registered in the name
of such fiduciary or nominee, unless made with the actual knowledge that such
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that the Corporation's
participation therein amounts to bad faith.

         SECTION 2.2. Exchange of Warrants for Warrants. (a) The Holder may
exchange this Warrant for another Warrant or Warrants of like kind and tenor
representing in the aggregate the right to purchase the same number of Warrant
Shares which could be purchased pursuant to the Warrant being so exchanged. In
order to effect an exchange permitted by this Section 2.2, the Holder shall
deliver to the Corporation such Warrant accompanied by an exchange Form in the
form attached hereto as Annex 3 signed by the Holder thereof specifying the
number and denominations of Warrants to be issued in such exchange and the names
in which such Warrants are to be issued. Within ten (10) Business Days of
receipt of such a request, the Corporation shall issue, register and deliver to
the Holder thereof each Warrant to be issued in such exchange.

         (b) Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the Holder being satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any Warrant, and in the case of any such
loss, theft or destruction, upon receipt of an indemnity


                                       -4-

<PAGE>   5
reasonably satisfactory to the Corporation (if the Holder is a creditworthy
financial institution or other creditworthy institutional investor its own
agreement being satisfactory) or, in the case of any such mutilation, upon
surrender of such Warrant, the Corporation shall (at its expense) execute and
deliver in lieu of such Warrant a new Warrant of like kind representing the same
rights represented by and dated the date of such lost, stolen, destroyed or
mutilated Warrant. Any such new Warrant shall constitute an original contractual
obligation of the Corporation, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by any Person.

          (c) The Corporation shall pay all taxes (other than any applicable
income or similar taxes payable by a Holder of a Warrant) attributable to an
exchange of a Warrant pursuant to this Section 2.2; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance of any Warrant in a name other than
that of the Holder of the Warrant being exchanged.

          SECTION 2.3. Transfer of Warrant. (a) Subject to Section 2.3(c) hereof
and the Stockholders Agreement, each Warrant may be transferred by the Holder
thereof by delivering to the Corporation such Warrant accompanied by a properly
completed Assignment Form in the form of Annex 2. Within ten (10) Business Days
of receipt of such Assignment Form the Corporation shall issue, register and
deliver to the Holder, subject to Section 2.3(c) hereof, a new Warrant or
Warrants of like kind and tenor representing in the aggregate the right to
purchase the same number of Warrant Shares which could be purchased pursuant to
the Warrant being transferred. In all cases of transfer by an attorney, the
original power of attorney, duly approved, or a copy thereof, duly certified,
shall be deposited and remain with the Corporation. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced and may be required
to be deposited and remain with the Corporation in its discretion.

          (b) Each Warrant issued in accordance with this Section 2.3 shall bear
the restrictive legend set forth on the face of this Warrant, unless the Holder
or transferee thereof supplies to the Corporation an opinion of counsel,
reasonably satisfactory to the Corporation that the restrictions described in
such legend are no longer applicable to such Warrant.

          (c) The transfer of Warrants and Warrant Shares shall be permitted, so
long as such transfer is pursuant to a transaction that complies with, or is
exempt from, the provisions of the Securities Act, and the Corporation may
require an opinion of counsel in form and substance reasonably satisfactory to
it to such effect prior to effecting any transfer of Warrants or Warrant Shares.


                                   ARTICLE III

                EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES

          SECTION 3.1. Exercise of Warrants. On any Business Day prior to the
Expiration Date, a Holder may exercise a Warrant, in whole or in part, by
delivering to the Corporation such Warrant accompanied by a properly completed
Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to
the product obtained by multiplying (a) the Exercise Price by (b) the

                                       -5-




<PAGE>   6





number of Warrant Shares being purchased; provided, however, in the event the
Holder exercises this Warrant in connection with or immediately prior to a sale
by the Holder of Warrant Shares, in lieu of paying the applicable Exercise Price
therefor, the Holder may elect to receive that number of Warrant Shares which is
equal to the number of shares for which this Warrant is being exercised less the
number of shares having a fair market value (determined by reference to the
price per share at which the Holder is selling the Warrant Shares) equal to such
applicable Exercise Price. Any partial exercise of a Warrant shall be for a
whole number of Warrant Shares only.

          SECTION 3.2. Issuance of Common Stock.


          (a) Within ten (10) Business Days following the delivery date (the
"Delivery Date") of (i) an Exercise Form or Exchange Form in accordance with
Section 3.1 or 3.2, (ii) a Warrant and (iii) any required payments of the
Exercise Price, the Corporation shall issue and deliver to the Holder a
certificate or certificates, registered in the name or names set forth on such
notice, representing the Warrant Shares being purchased or to be received upon
such exchange.

          (b) If a Holder shall exercise or exchange a Warrant for less than all
of the Warrant Shares which could be purchased or received thereunder, the
Corporation shall issue to the Holder, within ten (10) Business Days of the
Delivery Date, a new Warrant evidencing the right to purchase the remaining
Warrant Shares. Each Warrant surrendered pursuant to Section 3.1 shall be
canceled.

          (c) The Corporation shall pay all taxes (other than any applicable
income or similar taxes payable by a Holder of a Warrant) attributable to the
initial issuance of Warrant Shares upon the exercise or exchange of a Warrant;
provided, however, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance of any
Warrant or any certificate for Warrant Shares in a name other than that of the
Holder of the Warrant being exercised or exchanged.

          (d) The person in whose name any certificate for shares of Common
Stock is issued upon exercise or exchange of a Warrant shall for all purposes be
deemed to have become the holder of record of such shares on the Delivery Date,
irrespective of the date of delivery of such certificate, except that, if the
Delivery Date is a date when the stock transfer books of the Corporation are
closed, such person shall be deemed to have become the holder of record of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open.

          (e) If any shares of Common Stock required to be reserved for purposes
of the exercise or exchange of a Warrant require registration or approval under
any applicable law, the Corporation will in good faith and as expeditiously as
possible cause such shares to be registered or seek such approval, as
applicable. The Corporation may suspend the exercise of any Warrant so affected
for the period during which such registration or approval is required but not in
effect.

          SECTION 3.3. Adjustment of Exercise Price and Number of Warrant
Shares. The number and kind of Warrant Shares purchasable upon exercise of each
Warrant shall be subject to adjustment from time to time in accordance with this
Section 3.3.




                                       -6-





<PAGE>   7




          SECTION 3.3.1. Subdivisions or Combinations of Common Stock. If, at
any time after the Closing Date, (a) the number of shares of Common Stock
outstanding is increased by a dividend or other distribution payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock or (b)
the number of shares of Common Stock outstanding is decreased by a combination
or reverse stock split of shares of Common Stock, then, in each case, effective
as of the effective date of such event retroactive to the record date, if any,
of such event, (i) the Exercise Price shall be adjusted to a price determined by
multiplying (A) the Exercise Price in effect immediately prior to such event by
(B) a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding after giving effect to
such event, and (ii) the number of Warrant Shares subject to purchase upon the
exercise of any Warrant shall be adjusted effective at such time, to a number
equal to the product of (A) the number of Warrant Shares subject to purchase
upon the exercise of such Warrant immediately prior to such event by (B) a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on a Fully Diluted Basis after giving effect to such event and the
denominator of which shall be the number of shares of Common Stock outstanding
on a Fully Diluted Basis immediately prior to such event.

          SECTION 3.3.2. Capital Reorganization or Capital Reclassifications.
If, at any time after the Closing Date, there shall be any capital
reorganization or any reclassification of the capital stock of the Corporation
(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), then in each case the Corporation shall
cause effective provision to be made so that each Warrant shall, effective as of
the effective date of such event retroactive to the record date, if any, of such
event, be exercisable or exchangeable for the kind and number of shares of
stock, other securities, cash or other property to which a holder of the number
of shares of Common Stock deliverable upon exercise or exchange of such Warrant
would have been entitled upon such reorganization or reclassification and any
such provision shall include adjustments in respect of such stock, securities or
other property that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant with respect to such Warrant.

          SECTION 3.3.3. Consolidations and Mergers. If, at any time after the
date hereof, the Corporation shall consolidate with, merge with or into, or sell
all or substantially all of its assets or property to, another corporation, then
the Corporation shall cause effective provision to be made so that this Warrant
shall, effective as of the effective date of such event retroactive to the
record date, if any, of such event, be exercisable or exchangeable for the kind
and number of shares of stock, other securities, cash or other property to which
a holder of the number of shares of Common Stock deliverable upon exercise or
exchange of this Warrant would have been entitled upon such event.

          SECTION 3.3.4; Notice: Calculations; Etc. Whenever the Exercise Price
and the number of Warrant Shares shall be adjusted as provided in this Section
3.3, the Corporation shall provide to each Holder a statement, signed by an
Executive Officer, describing in detail the facts requiring such adjustment and
setting forth a calculation of the Exercise Price and the number of Warrant
Shares applicable to each Warrant after giving effect to such adjustment. All
calculations under this Section 3.3 shall be made to the nearest one hundredth
of a cent ($.000l) or to the nearest one-tenth of a share, as the case may be.



                                       -7-




<PAGE>   8



          SECTION 3.3.5. Excluded Transactions. Notwithstanding any other
provision of this Warrant, no adjustment shall be made pursuant to this Section
3.3 in respect of the issuance of Excluded Securities.


                                   ARTICLE IV

                                  MISCELLANEOUS

          SECTION 4.1. Notices. All notices, demands and requests of any kind to
be delivered to any party hereto in connection with this Agreement shall be in
writing (i) delivered personally, (ii) sent by nationally-recognized overnight
courier, (iii) sent by first class, registered or certified mail, return receipt
requested or (iv) sent by facsimile, in each case to such party at its address
as follows:

           (a)      if to the Corporation, to:

                    W-H Holdings, Inc.
                    10370 Richmond Avenue
                    Suite 650
                    Houston, TX 77042

                    Telephone: (713) 974-9071
                    Telecopier:(713) 974-7029

                    with a copy to:

                    The Jordan Company
                    9 West 57th Street
                    New York, NY 10019

                    Telephone: (212) 572-0800
                    Telecopier:(212) 755-5263

           (b)      if the Holder, to:

                    Kenneth T. White, Jr.
                    610 Sugar Creek Blvd
                    Sugar Land, Tx 77478

Any notice, demand or request so delivered shall constitute valid notice under
this Warrant and shall be deemed to have been received (i) on the day of actual
delivery in the case of personal delivery, (ii) on the next Business Day after
the date when sent in the case of delivery by nationally-recognized overnight
courier, (iii) on the fifth Business Day after the date of deposit in the U.S.
mail in the case of mailing or (iv) upon receipt in the case of a facsimile
transmission. Any party hereto may from time to time by notice in writing served
upon the other as aforesaid designate a different mailing



                                       -8-







<PAGE>   9

               address or a different Person to which all such notices, demands
               or requests thereafter are to be addressed.

                        SECTION 4.2. No Voting Rights; Limitations of Liability.
               No Warrant shall entitle the holder thereof to any voting rights
               or, except as otherwise provided herein, other rights of a
               stockholder of the Corporation, as such. No provision hereof, in
               the absence of affirmative action by the Holder to purchase
               Warrant Shares, and no enumeration herein of the rights or
               privileges of the Holder shall give rise to any liability of such
               Holder for the Exercise Price of Warrant Shares acquirable by
               exercise hereof or as a stockholder of the Corporation.

                        SECTION 4.3. Amendments and Waivers. Any provision of
               this Agreement may be amended or waived, but only pursuant to a
               written agreement signed by the Corporation and the Holder of
               this Warrant.

                        SECTION 4.4. Severability. Any provision of this Warrant
               which is prohibited or unenforceable in any jurisdiction shall,
               as to such provision and such jurisdiction, be ineffective to the
               extent of such prohibition or unenforceability without
               invalidating the remaining provisions of this Warrant affecting
               the validity or enforceability of such provision in any other
               jurisdiction.

                        SECTION 4.5. Specific Performance. Each Holder shall
               have the right to specific performance by the Corporation of the
               provisions of this Warrant, in addition to any other remedies it
               may have at law or in equity. The Corporation hereby irrevocably
               waives, to the extent that it may do so under applicable law, any
               defense based on the adequacy of a remedy at law which may be
               asserted as a bar to the remedy of specific performance in any
               action brought against the Corporation for specific performance
               of this Warrant by the Holder of the Warrant or Warrant Shares.

                        SECTION 4.6. Binding Effect. This Warrant shall be
               binding upon and inure to the benefit of the Corporation, each
               Holder and their respective successors and assigns.

                        SECTION 4.7. Counterparts. This Warrant may be executed
               by the parties hereto in several counterparts, each of which
               shall be deemed to be an original and all of which shall
               constitute together but one and the same agreement. This Warrant
               shall become effective when counterparts hereof executed on
               behalf of the Corporation and each Holder shall have been
               received.

                        SECTION 4.8 Governing Law; Entire Agreement. THIS
               WARRANT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
               BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                        SECTION 4.9 Benefits of this Agreement. Nothing in this
               Warrant shall be construed to give to any Person other than the
               Corporation and each Holder of a Warrant or a Warrant Share any
               legal or equitable right, remedy or claim hereunder.

                        SECTION 4.10. Headings. The various headings of this
               Warrant are inserted for convenience only and shall not affect
               the meaning or interpretation of this Warrant or any provisions
               hereof or thereof.



                                       -9-


<PAGE>   10



        IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed and delivered by their authorized officers, all as of the date and
year first above written.

                                         W-H HOLDINGS, INC.


                                         By:  /s/ KENNETH T. WHITE, JR.
                                              --------------------------------
                                              Name:  Kenneth T. White, Jr.
                                              Title: Chairman and CEO

ATTEST:

By: /s/ DAVID N. ELIFF
   ----------------------------
   Name:  David N. Eliff
   Title: Vice President & CFO


                                      -10-



<PAGE>   11


                                                                         ANNEX 1


                            ELECTION TO EXERCISE FORM

                 (To Be Executed By The Holders of This Warrant

                       In Order to Exercise This Warrant)


         The undersigned hereby irrevocably elects to exercise the right to
purchase ________________ shares of Class A Common Stock of W-H Holdings, Inc.
covered by this Warrant according to the conditions hereof and herewith makes
payment of the Exercise Price of such shares in full.



                                               ---------------------------------
                                                           Signature


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


                                               ---------------------------------
                                                           Address



Dated:
      -------------------------------

<PAGE>   12


                                                                         ANNEX 2


                                 ASSIGNMENT FORM

                  (To Be Executed By The Holder of This Warrant

                  In Order to Assign This Warrant Certificate)


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________________ this Warrant and all rights evidenced thereby
and does irrevocably constitute and appoint_________________________, attorney,
to transfer the said Warrant on the books of the Corporation.




                                               ---------------------------------
                                                           Signature


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


                                               ---------------------------------
                                                           Address



Dated:
      -------------------------------


<PAGE>   13


                                                                         ANNEX 3


                                  EXCHANGE FORM

                  (To Be Executed By The Holder of This Warrant

                  In Order to Assign This Warrant Certificate)


         The undersigned hereby irrevocably elects to exchange this Warrant to
purchase __________________ shares of Class A Common Stock of W-H Holdings, Inc.
covered by this Warrant for______________________ Warrants to purchase the
denominations of shares of Class A Common Stock set forth below to the persons
named and hereby sells, assigns and transfers unto such persons that portion of
this Warrant represented by such new Warrants and all rights evidenced thereby
and does irrevocably constitute and appoint __________________________,
attorney, to exchange and transfer this Warrant as aforesaid on the books of the
Corporation



Number of Warrant Shares                       Assignee


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

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


                                               ---------------------------------
                                                           Signature


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


                                               ---------------------------------
                                                           Address



FOR USE BY THE CORPORATION ONLY:


This Warrant No. ___ canceled (or transferred or exchanged) this ___ day
of______________ shares of Class A Common Stock issued therefor in the name of
___________, Warrant No. ____ for _________ shares of Class A Common Stock in
the name of ________________________.



Dated:
      -------------------------------