<PAGE>

                                                                    EXHIBIT 4.3

   THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
   REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
   LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT,
   THE RULES AND REGULATIONS THEREUNDER OR ANY STATE SECURITIES LAWS OR THE
   PROVISIONS OF THIS WARRANT.

                   No. of Shares of Common Stock: ___________

                                     WARRANT

                           To Purchase Common Stock of

                         Flour City International, Inc.



            THIS IS TO CERTIFY THAT ___________, a ________ ___________, or
registered assigns, is entitled, at any time from the Warrant Issuance Date
(as hereinafter defined) to the Expiration Date (as hereinafter defined), to
purchase from Flour City International, Inc., a Nevada corporation (the
"Company"), ________ shares of Common Stock (as hereinafter defined and
subject to adjustment as provided herein), in whole or in part, including
fractional parts, at a purchase price per share equal to $4.64 (subject to
any adjustments made to such amount pursuant to Section 4 hereto) on the
terms and conditions and pursuant to the provisions hereinafter set forth.
Notwithstanding the foregoing, the purchase price per share of the Common
Stock purchasable upon exercise of this Warrant shall be equal to the market
value per share of the Company's Common Stock at the close of trading on the
date hereof if such market value is greater than $4.64. In the event of such
an adjustment, the number of shares of Common Stock purchasable under this
Warrant shall be multiplied by the quotient of such higher exercise price per
share divided by $4.25 (such per share purchase price, as may be determined
pursuant to this sentence is referred to herein as the "Original Purchase
Price").

      1. DEFINITIONS

            As used in this Warrant, the following terms have the respective
meanings set forth below:

            "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which banks are required or permitted to be closed in the
State of New York.

             "Closing Date" shall have the meaning set forth in the
Securities Purchase Agreement.

            "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other
federal securities laws.

            "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, $.0001 par value, of the Company as constituted
on the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include

<PAGE>

(i) capital stock of the Company of any other class (regardless of how
denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof which is also not preferred as to dividends or
assets over any other class of stock of the Company and which is not subject
to redemption and (ii) shares of common stock of any successor or acquiring
corporation received by or distributed to the holders of Common Stock of the
Company in the circumstances contemplated by Section 4.4.

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

            "Current Warrant Price" shall mean $4.64 (or other Original
Purchase Price, if different), subject to any adjustments to such amount made
in accordance with Section 4 hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to
time.

            "Exercise Period" shall mean the period during which this Warrant
is exercisable pursuant to Section 2.1.

            "Expiration Date" shall mean June 11, 2006.

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

            "Holder" shall mean the Person in whose name the Warrant or
Warrant Stock set forth herein is registered on the books of the Company
maintained for such purpose.

            "Market Price" per Common Share means the average of the closing
bid prices of the Common Shares as reported on The Nasdaq Stock Market
("NASDAQ") or, if such security is not listed or admitted to trading on
NASDAQ, on the principal national security exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange
or quotation system, the closing bid price of such security on the
over-the-counter market on the day in question as reported by the National
Association of Security Dealers, Inc., or a similar generally accepted
reporting service, as the case may be, for the five (5) trading days
immediately preceding the date of determination.

            "Other Property" shall have the meaning set forth in Section 4.4.

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

            "Registration Rights Agreement" shall mean the Registration
Rights Agreement dated as of June 11, 2001 by and between the Company and
Dimensional Partners, L.P. and Dimensional Partners, Ltd., as it may be
amended from time to time.


                                      2

<PAGE>

            "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(a).

            "Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

            "Securities Purchase Agreement" shall mean the Securities
Purchase Agreement dated as of June 11, 2001 by and between the Company and
Dimensional Partners, L.P. and Dimensional Partners, Ltd., as it may be
amended from time to time.

            "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

            "Transfer Notice" shall have the meaning set forth in Section 9.2.

            "Warrant Issuance Date" shall mean any date on which Warrants are
issued pursuant to the Securities Purchase Agreement.

            "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may be
exercised.

            "Warrant Price" shall mean an amount equal to (i) the number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date
of such exercise.

            "Warrant Stock" shall mean the shares of Common Stock purchased
by the holders of the Warrants upon the exercise thereof.

      2. EXERCISE OF WARRANT

            2.1. MANNER OF EXERCISE. (a) From and after the Warrant Issuance
Date and until 5:00 P.M., New York City time, on the Expiration Date, Holder
may exercise this Warrant, on any Business Day, for all or any part (which
part shall be no less than 50,000 shares) of the number of shares of Common
Stock purchasable hereunder. In order to exercise this Warrant, in whole or
in part, Holder shall fax to the Company an executed and completed Notice of
Exercise to exercise this Warrant, which Notice of Exercise shall specify the
number of shares of Common Stock to be purchased (the "Notice of Exercise"),
and shall deliver to the Company within three (3) business days thereafter by
hand delivery or express courier at the office or agency designated by the
Company pursuant to Section 12: (i) the original Notice of Exercise, (ii)
payment by cash, check or bank draft payable to the Company of the Warrant
Price in cash or by wire transfer or cashier's check drawn on a United States
bank or by the Holder's surrender of Warrant Stock (or the right to receive
such number of shares pursuant to Section 2.1(b)) having an aggregate Market
Price equal to the Warrant Price for all shares then being purchased and
(iii) this Warrant. The Notice of Exercise shall be substantially in the form
appearing at the end of this Warrant as Exhibit A, duly executed by Holder or
its agent or attorney. Upon receipt of the items referred to in clauses (i),
(ii) and (iii) above, the Company shall, as promptly as


                                      3

<PAGE>

practicable, and in any event within three (3) Business Days thereafter,
execute or cause to be executed and deliver or cause to be delivered to
Holder a certificate or certificates representing the aggregate number of
full shares of Common Stock issuable upon such exercise, together with cash
in lieu of any fraction of a share, as hereinafter provided. The stock
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as Holder shall request in the notice and
shall be registered in the name of Holder or, subject to Section 9, such
other name as shall be designated in the notice. This Warrant shall be deemed
to have been exercised and such certificate or certificates shall be deemed
to have been issued, and Holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such shares for
all purposes, as of the date the Warrant has been exercised by means of the
fax of the Notice of Exercise to the Company. If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the
certificate or certificates representing Warrant Stock, deliver to Holder a
new Warrant evidencing the rights of Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.

            (b) If the Market Price of one share of Common Stock is greater
than the Current Warrant Price, this Warrant may be exercised by means of a
written notice as described in Section 2.1(a), marked to reflect a "Net Issue
Exercise" and specifying the amount of Warrant Stock to be purchased. Upon
such exercise, the Holder shall be entitled to receive Warrant Stock equal in
value to the value of this Warrant (or the portion thereof being cancelled)
and the Company shall issue to Holder a number of shares of Warrant Stock
computed as of the date of surrender of this Warrant to the Company using the
following formula:

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

Where   X = the number of shares of Warrant Stock to be issued to Holder
            under this section 2.1(b);

        Y = the number of shares of Warrant Stock purchasable under this
            Warrant or, if only a portion of the Warrant is being exercised,
            the portion of the Warrant being cancelled (at the date of such
            calculation);

        A = the Market Price of one share of the Warrant Stock (at the date
            of such calculation); and

        B = the Current Warrant Price (as adjusted to the date of such
            calculation).

            (c) The Holder shall be entitled to exercise the Warrant
notwithstanding the commencement of any case under 11 U.S.C. Section 101 ET
SEQ. (the "Bankruptcy Code"). In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent permitted
any rights to relief it may have under 11 U.S.C. Section 362 in respect of
the Holder's exercise right. The Company hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C. Section 362 in
respect of the exercise of the Warrant. The Company agrees, without cost or
expense to the Holder, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. Section 362.


                                      4

<PAGE>

            2.2. PAYMENT OF TAXES AND CHARGES. All shares of Common Stock
issuable upon the exercise of this Warrant pursuant to the terms hereof shall
be validly issued, fully paid and nonassessable, and without any preemptive
rights. The Company shall pay all expenses in connection with, and all taxes
and other governmental charges that may be imposed with respect to, the issue
or delivery thereof, other than any income or other similar taxes incurred by
the Holder in connection with the issue, delivery and exercise of this
Warrant.

            2.3. FRACTIONAL SHARES. The Company shall not be required to
issue a fractional share of Common Stock upon exercise of any Warrant. As to
any fraction of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of
such final fraction in an amount equal to the same fraction of the Market
Price per share of Common Stock on the relevant exercise date.

            2.4. CONTINUED VALIDITY. A holder of shares of Common Stock
issued upon the exercise of this Warrant, in whole or in part (other than a
holder who acquires such shares after the same have been publicly sold
pursuant to a Registration Statement under the Securities Act or sold
pursuant to Rule 144 thereunder), shall continue to be entitled with respect
to such shares to all rights to which it would have been entitled as Holder
under Sections 9, 10 and 14 of this Warrant. The Company will, at the time of
exercise of this Warrant, in whole or in part, upon the request of Holder,
acknowledge in writing, in form reasonably satisfactory to Holder, its
continuing obligation to afford Holder all such rights; PROVIDED, HOWEVER,
that if Holder shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford to Holder all such
rights.

      3. TRANSFER, DIVISION AND COMBINATION

            3.1 TRANSFER. Subject to compliance with Sections 9, transfer of
this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such purpose,
upon surrender of this Warrant at the principal office of the Company
referred to in Section 2.1 or the office or agency designated by the Company
pursuant to Section 12, together with a written assignment of this Warrant
substantially in the form of Exhibit B hereto duly executed by Holder or its
agent or attorney. Upon such surrender, the Company shall, subject to Section
9, execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees and in the denomination specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned in compliance with Section 9, may
be exercised by a new Holder for the purchase of shares of Common Stock
without having a new Warrant issued.

            3.2 DIVISION AND COMBINATION. Subject to Section 9, this Warrant
may be divided or combined with other Warrants upon presentation hereof at
the aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be
issued, signed by Holder or its agent or attorney. Subject to compliance with
Section 3.1 and with Section 9, as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.


                                      5

<PAGE>

            3.3         EXPENSES.  The Company shall prepare, issue and
deliver at its own expense the new Warrant or Warrants under this Section 3.

            3.4         MAINTENANCE OF BOOKS.  The Company agrees to
maintain, at its aforesaid office or agency, books for the registration and
the registration of transfer of the Warrants.

      4. ADJUSTMENTS

            The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set
forth in this Section 4. The Company shall give Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at
the time of such event.

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

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

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

                  (c)   combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock,


then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record holder
of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event, and (ii) the Current
Warrant Price shall be adjusted to equal (A) the Current Warrant Price
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares for which this Warrant is exercisable immediately after such
adjustment.

            4.2.  CERTAIN OTHER DISTRIBUTIONS.

                  (a) If at any time prior to the Expiration Date the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

                        (i)   cash,


                                      6

<PAGE>

                        (ii)  any evidences of its indebtedness, any shares
of its stock or any other securities or property of any nature whatsoever
(other than cash, Convertible Securities or additional shares of Common
Stock), or

                        (iii) any warrants or other rights to subscribe for
or purchase any evidences of its indebtedness, any shares of its stock or any
other securities or property of any nature whatsoever (other than cash,
Convertible Securities or additional shares of Common Stock),


then Holder shall be entitled to receive such dividend or distribution as if
Holder had exercised the Warrant. A reclassification 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) into shares of Common Stock and shares of any
other class of stock shall be deemed a distribution by the Company to the
holders of its Common Stock of such shares of such other class of stock
within the meaning of this Section 4.2 and, if the outstanding shares of
Common Stock shall be changed into a larger or smaller number of shares of
Common Stock as a part of such reclassification, such change shall be deemed
a subdivision or combination, as the case may be, of the outstanding shares
of Common Stock within the meaning of Section 4.1.

                  (b) (i) If at any time or from time to time the Company
issues or sells, or is deemed by the express provisions of this subsection
(i) to have issued or sold, Additional Shares of Common Stock (as hereinafter
defined), other than as a dividend or other distribution on any class of
stock as provided in Section 4.2(a) above, and other than a subdivision or
combination of shares of Common Stock as provided in Section 4.1 above, for
an Effective Price (as hereinafter defined) less than the then effective
Current Warrant Price, then and in each such case the Current Warrant Price
shall be reduced, as of the opening of business on the date of such issue or
sale, to a price determined by multiplying the Current Warrant Price existing
immediately prior to such issuance by a fraction (x) the numerator of which
shall be (A) the number of shares of Common Stock deemed outstanding (as
defined below) immediately prior to such issue or sale, plus (B) the number
of shares of Common Stock which the aggregate consideration received (as
defined in subsection (b)(ii)) by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at the Current
Warrant Price existing immediately prior to such issuance, and (y) the
denominator of which shall be the number of shares of Common Stock deemed
outstanding (as defined below) immediately prior to such issue or sale plus
the total number of Additional Shares of Common Stock so issued. For the
purposes of the preceding sentence, the number of shares of Common Stock
deemed to be outstanding as of a given date shall be the sum of (A) the
number of shares of Common Stock actually outstanding, (B) the number of
shares of Common Stock into which the then outstanding Debentures could be
converted if fully converted on the day immediately preceding the given date,
and (C) the number of shares of Common Stock which could be obtained through
the exercise or conversion of the Warrants, all other rights, options and
convertible securities on the date immediately preceding the given date.

                        (ii)  For the purpose of making any adjustment
required under this Section 4.2(b), the consideration received by the Company
for any issue or sale of securities


                                      7

<PAGE>

shall (A) to the extent it consists of cash, be computed at the gross
purchase price thereof, (B) to the extent it consists of property other than
cash, be computed at the fair value of that property as determined in good
faith by the Board of Directors, and (C) if Additional Shares of Common
Stock, Convertible Securities (as hereinafter defined) or rights or options
to purchase either Additional Shares of Common Stock or Convertible
Securities are issued or sold together with other stock or securities or
other assets of the Company for a consideration which covers both, be
computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board of Directors to be allocable
to such Additional Shares of Common Stock, Convertible Securities or rights
or options.

                        (iii) For the purpose of the adjustment required
under this Section 4.2(b), if the Company issues or sells any rights or
options for the purchase of, or stock or other securities convertible into,
Additional Shares of Common Stock (such convertible stock or securities being
herein referred to as "Convertible Securities") and if the Effective Price of
such Additional Shares of Common Stock is less than the Current Warrant
Price, in each case the Company shall be deemed to have issued at the time of
the issuance of such rights or options or Convertible Securities the maximum
number of Additional Shares of Common Stock issuable upon exercise or
conversion thereof (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but
without taking into account potential antidilution adjustments) and to have
received as consideration for the issuance of such shares an amount equal to
the total amount of the consideration, if any, received by the Company for
the issuance of such rights or options or Convertible Securities, plus, in
the case of such rights or options, the minimum amounts of consideration, if
any, payable to the Company upon the exercise of such rights or options,
plus, in the case of Convertible Securities, the minimum amounts of
consideration, if any, payable to the Company (other than the cancellation of
liabilities or obligations evidenced by such Convertible Securities) upon the
conversion thereof; provided that if in the case of Convertible Securities
the minimum amounts of such consideration cannot be ascertained, but are a
function of antidilution or similar protective clauses, the Company shall be
deemed to have received the minimum amounts of consideration without
reference to such clauses; provided further that if the minimum amount of
consideration payable to the Company upon the exercise or conversion of
rights, options or Convertible Securities is reduced over time or on the
occurrence or nonoccurrence of specified events other than by reason of
antidilution adjustments, the Effective Price shall be recalculated using the
figure to which such minimum amount of consideration is reduced; provided
further that if the minimum amount of consideration payable to the Company
upon the exercise or conversion of such rights, options or Convertible
Securities is subsequently increased, the Effective Price shall be again
recalculated using the increased minimum amount of consideration payable to
the Company upon the exercise or conversion of such rights, options or
Convertible Securities. No further adjustment of the Current Warrant Price,
as adjusted upon the issuance of such rights, options or Convertible
Securities, shall be made as a result of the actual issuance of Additional
Shares of Common Stock on the exercise of any such rights or options or the
conversion of any such Convertible Securities. If any such rights or options
or the conversion privilege represented by any such Convertible Securities
shall expire without having been exercised, the Current Warrant Price, as
adjusted upon the issuance of such rights, options or Convertible Securities,
shall be readjusted to the Current Warrant Price which would have been in
effect had an adjustment been made on the basis that the only Additional
Shares of Common Stock so issued were the Additional Shares of Common Stock,
if any, actually issued or sold on the exercise of such rights


                                      8

<PAGE>

or options or rights of conversion of such Convertible Securities, and such
Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of
all such rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually
converted, plus the consideration, if any, actually received by the Company
(other than by cancellation of liabilities or obligations evidenced by such
Convertible Securities) on the conversion of such Convertible Securities,
provided that such readjustment shall not apply to prior conversions of
Debentures.

                        (iv)  "Additional Shares of Common Stock" shall mean
all shares of Common Stock issued by the Company or deemed to be issued
pursuant to this Section 4.2(b), whether or not subsequently reacquired or
retired by the Company, other than (1) shares of Common Stock issued upon
conversion of the Debentures or exercise of the Warrants; (2) any shares of
Common Stock issuable or issued pursuant to options (as adjusted for any
stock dividends, combinations, splits, recapitalizations and the like) after
the issue date of the Warrants to employees, officers or directors of, or
consultants or advisors to the Company or any subsidiary of the Company
pursuant to any plan approved by the Board of Directors) (provided that no
more than 500,000 shares shall be issuable or issued pursuant to options at
an exercise price of less than $3.50 per share (as adjusted for any stock
dividends, combinations, recapitalizations and the like); (3) shares of
Common Stock issued pursuant to the exercise of options, warrants or
convertible securities outstanding as of the issue date of the Warrants; (4)
shares of Common Stock (or options, warrants, or other rights to purchase
such Common Stock) issued or issuable to entities in connection with
equipment leasing, bank financing or strategic alliance transactions (if such
issuances are made in connection with transactions that do not have as a
primary purpose equity financing) upon the express approval of the Board of
Directors; provided, however, that all such issuances of Common Stock or such
rights to acquire Common Stock issued or issuable under this clause (4) shall
not exceed, on an aggregate basis, seven and one-half percent (7.5%) of the
outstanding Common Stock at any time; and (5) shares of Common Stock issued
in connection with acquisitions by the Company of equity and/or assets of
other businesses or in connection with a merger of the Company with another
entity (if such issuances are made in connection with transactions that do
not have as a primary purpose equity financing). The "Effective Price" of
Additional Shares of Common Stock shall mean the quotient determined by
dividing the total number of Additional Shares of Common Stock issued or
sold, or deemed to have been issued or sold by the Company under this Section
4.2(b), into the aggregate consideration received, or deemed to have been
received by the Company for such issue under this Section 4.2(b), for such
Additional Shares of Common Stock.

                  (c) (i) On or before February 15 of each of 2002, 2003 and
2004, the Company shall cause to be prepared by its accountants (in
accordance with GAAP consistently applied) and delivered to all Holders a
certificate of the Company certified by its chief financial officer (the
"Milestone Certificates") setting forth in reasonable detail and with
supporting calculations the Company's earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the Company's fiscal years ended
October 31, 2001, 2002 and 2003, respectively, in each case in accordance
with GAAP, consistently applied. The Holders shall have the right, for a
period of twenty (20) days after receipt of a Milestone Certificate, to
review same and make objections thereto. In the event that the Holders object
to a Milestone Certificate, the Company and the Holders shall attempt (and
the Company shall direct its


                                      9

<PAGE>

accountants) to amicably reach an agreement as to resolution of the dispute.
The Company shall promptly supply the Holders with such additional
information and supporting materials as they may reasonably request in order
to assess the Milestone Certificates ("Additional Information"). If the
Holders object to the original or a revised Milestone Certificate within 30
days following the later of (i) the initial objection with respect to same or
(ii) the last date of receipt by the Holders of Additional Information in
fulfillment of the most recent request for same, the EBITDA for the fiscal
year in question shall be determined by an independent firm of certified
public accountants selected by the Holders and reasonably acceptable to the
Company (the "Independent Accountants"), whose determination shall be binding
on the Company and the Holders. The cost of such determination shall be borne
by the Company if the determination of EBITDA by the Independent Accountants
contains a discrepancy in favor of the Registered Holders from that of the
Milestone Certificate or if the Independent Accountants determine that the
information provided to the Registered Holders was inadequate to verify the
EBITDA determination contained in the Milestone Certificate. In any other
case, the Registered Holders who have objected to the Milestone Certificate
shall bear the cost of such determination.

                        (ii)  Notwithstanding any other provision herein, if
the Company fails to achieve Minimum Performance (as defined below) with
respect to any of fiscal years 2001, 2002 or 2003, then the Applicable
Conversion Price shall be reduced to $2.50 (subject to adjustment for stock
splits, combinations, dividends, recapitalizations and the like) as of the
applicable Computation Date (as defined below). The Company shall be deemed
to have achieved Minimum Performance (a) for fiscal year 2001 if its EBITDA
in such fiscal year equals or exceeds $4,350,000, (b) for fiscal year 2002 if
its EBITDA in such fiscal year equals or exceeds $6,250,000, and (c) for
fiscal year 2003 if either (1) its EBITDA in fiscal year 2003 equals or
exceeds $8,000,000 or (2) its aggregate EBITDA in fiscal year 2001, 2002 and
2003 equals or exceeds $18,600,000. The "Computation Date" shall mean
February 15 of each of 2002, 2003 and 2004, as applicable.

                        The Minimum Performance goal for fiscal year 2001 as
set forth above shall be subject to further adjustment if the number of
Average Outstanding Shares (as defined below) at the end of fiscal year 2001
is greater than the Base Amount as such term is defined in Exhibit C attached
hereto. If such an adjustment is required, then the fiscal year 2001 EBITDA
performance goal shall be increased by the percentage by which the number of
Average Outstanding Shares at February 15, 2002 exceeds the Base Amount.

                        The Minimum Performance goals for each of fiscal year
2002 and fiscal year 2003 as set forth above shall be subject to further
adjustment if the number of Average Outstanding Shares at the end of each of
fiscal year 2002 and 2003, as applicable, is greater than the Average
Outstanding Shares for the preceding fiscal year (an "Adjustment Event"). If
an Adjustment Event occurs, the EBITDA performance goals for fiscal year 2002
or 2003, as applicable, shall be increased by the percentage by which the
number of Average Outstanding Shares at the end of the fiscal year 2002 or
2003, as applicable, exceeds the number of Average Outstanding Shares of the
preceding fiscal year.

                        The "Average Outstanding Shares" shall mean all
shares of capital stock of the Company calculated on weighted-average,
fully-diluted basis in accordance with generally accepted accounting
principles consistently applied, increased to reflect those shares of Common
Stock specified on Exhibit C which have not been issued, exercised or fully
vested as



                                      10

<PAGE>

of the end of the applicable fiscal year for which the calculation is being
performed (to the extent such shares are not included in the initial
weighted-average, fully-diluted number calculated in accordance with
generally accepted accounting principles consistently applied; for the
avoidance of doubt, it being understood that no such shares shall be counted
twice). In addition, in calculating the number of Average Outstanding Shares,
any adjustment resulting from any stock split, stock combination, divided
payable in shares of the Company's common stock or other such event shall be
appropriately reflected in such calculation.

            4.3. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS
SECTION. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock for which this Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:

                  (a) WHEN ADJUSTMENTS TO BE MADE. The adjustments required
by this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur. For the purpose of any adjustment, any
specified event shall be deemed to have occurred at the close of business on
the date of its occurrence.

                  (b)   FRACTIONAL INTERESTS.  In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into
account to the nearest 1/10th of a share.

                  (c) WHEN ADJUSTMENT NOT REQUIRED. If the Company shall take
a record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution or subscription or purchase rights and
shall, thereafter and before the distribution to stockholders thereof,
legally abandon its plan to pay or deliver such dividend, distribution,
subscription or purchase rights, 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) CHALLENGE TO GOOD FAITH DETERMINATION. Whenever the
Board of Directors of the Company shall be required to make a determination
in good faith of the fair value of any item under this Section 4, such
determination may be challenged in good faith by the Holder, and any dispute
shall be resolved by an investment banking firm of recognized national
standing selected by the Holder.

            4.4. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
entity (where the Company is not the surviving corporation or where there is
a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another entity and, pursuant to the terms of
such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation,
or any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then Holder shall have the right
thereafter to receive, upon exercise of the Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and


                                      11

<PAGE>

Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder
of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the
successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to
such modifications as may be deemed appropriate, subject to the Holder's
consent, in order to provide for adjustments of shares of Common Stock for
which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 4. For purposes
of this Section 4.4, "common stock of the successor or acquiring corporation"
shall include stock of such corporation of any class which is not preferred
as to dividends or assets over any other class of stock of such corporation
and which is not subject to redemption and shall also include any evidences
of indebtedness, shares of stock or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4.4 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

            4.5. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or
from time to time the Company shall take any action in respect of its Common
Stock, other than any action taken in the ordinary course of the Company's
business or any action described in this Section 4, which would, in the
opinion of an unaffiliated investment bank selected by Holder, have a
materially adverse effect upon the rights of the Holder, the number of shares
of Common Stock and/or the purchase price thereof shall be adjusted in such
manner as may be equitable in the circumstances, as determined in good faith
by an unaffiliated investment bank selected by Holder.

            4.6.   CERTAIN LIMITATIONS.  Notwithstanding anything herein to
the contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Current Warrant Price to
be less than the par value per share of Common Stock.

            4.7.   NO VOTING RIGHTS.  This Warrant shall not entitle its
Holder to any voting rights or other rights as a stockholder of the Company.

      5. NOTICES TO HOLDER

            5.1.   NOTICE OF ADJUSTMENTS. Whenever the number of shares of
Common Stock for which this Warrant is exercisable, or whenever the price at
which a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall
forthwith prepare a certificate to be executed by an executive officer of the
Company setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated, specifying
the number of shares of Common Stock for which this Warrant is exercisable
and (if such adjustment was made pursuant to Section 4.4 or 4.5) describing
the number and kind of any other shares of stock or Other Property for which
this Warrant is exercisable, and any change in the purchase price or prices
thereof, after giving effect to such adjustment or change. The Company shall
promptly cause a signed


                                      12

<PAGE>

copy of such certificate to be delivered to the Holder in accordance with
Section 14.2. The Company shall keep at its office or agency designated
pursuant to Section 12 copies of all such certificates and cause the same to
be available for inspection at said office during normal business hours by
the Holder or any prospective purchaser of a Warrant designated by the Holder.

            5.2.  NOTICE OF CORPORATE ACTION.  If at any time

                  (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property,
assets or business of the Company to, another corporation, or

                  (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i)
at least 10 Business Days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 Business
Days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 14.2.

      6. NO IMPAIRMENT

            The Company shall not by any action, including, without
limitation, amending its 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 of this Warrant, but will
at all times in good faith


                                      13

<PAGE>

assist in the carrying out of all such terms and in the taking of all such
actions as may be reasonably necessary to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable
therefor upon such exercise immediately prior to such increase in par value,
(b) take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use its best efforts
to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

            Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.

      7. RESERVATION AND AUTHORIZATION OF COMMON STOCK

            From and after the Closing Date, the Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise
of any Warrant and payment therefor in accordance with the terms of such
Warrant, shall be duly and validly issued and fully paid and nonassessable,
and not subject to preemptive rights.

            Before taking any action which would cause an adjustment reducing
the Current Warrant Price below the then par value, if any, of the shares of
Common Stock issuable upon exercise of the Warrants, the Company shall take
any corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Current Warrant Price.

            Before taking any action which would result in an adjustment in
the number of shares of Common Stock for which this Warrant is exercisable or
in the Current Warrant Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction
thereof.

      8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

            In the case of all dividends or other distributions by the
Company to the holders of its Common Stock with respect to which any
provision of Section 4 refers to the taking of a record of such holders, the
Company will in each such case take such a record and will take such record
as of the close of business on a Business Day. The Company will not at any
time during normal business hours close its stock transfer books or Warrant
transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant except in compliance with the terms and conditions of
this Warrant or applicable laws.


                                      14

<PAGE>

      9. RESTRICTIONS ON TRANSFERABILITY

            The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in
this Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant
or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be
bound by the provisions of this Section 9.

            9.1. RESTRICTIVE LEGEND. The Holder by accepting this Warrant and
any Warrant Stock agrees that this Warrant and the Warrant Stock issuable
upon exercise hereof may not be assigned or otherwise transferred unless and
until (i) the Company has received an opinion of counsel for the Holder that
such securities may be sold pursuant to an exemption from registration under
the Securities Act or (ii) a registration statement relating to such
securities has been filed by the Company and declared effective by the
Commission.

            (a) Each certificate for Warrant Stock issuable hereunder shall
bear a legend substantially worded as follows unless such securities have
been sold pursuant to an effective registration statement under the
Securities Act:

                        "The securities represented by this certificate
            have not been registered under the Securities Act of 1933, as
            amended (the "Act") or any state securities laws. The
            securities may not be offered for sale, sold, assigned,
            offered, transferred or otherwise distributed for value except
            (i) pursuant to an effective registration statement under the
            Act or any state securities laws or (ii) pursuant to an
            exemption from registration or prospectus delivery
            requirements under the Act or any state securities laws in
            respect of which the Company has received an opinion of
            counsel satisfactory to the Company to such effect. Copies of
            the agreement covering both the purchase of the securities and
            restricting their transfer may be obtained at no cost by
            written request made by the holder of record of this
            certificate to the Secretary of the Company at the principal
            executive offices of the Company."

            (b) Except as otherwise provided in this Section 9, the Warrant
shall be stamped or otherwise imprinted with a legend in substantially the
following form:

                              "This Warrant and the securities represented
                  hereby have not been registered under the Securities Act of
                  1933, as amended, or any state securities laws and may not be
                  transferred in violation of such Act, the rules and


                                      15

<PAGE>

                  regulations thereunder or any state securities laws or the
                  provisions of this Warrant."

            9.2. NOTICE OF PROPOSED TRANSFERS. Prior to any Transfer or
attempted Transfer of any Warrants or any shares of Restricted Common Stock,
the Holder shall give five days' prior written notice (a "Transfer Notice")
to the Company of Holder's intention to effect such Transfer, describing the
manner and circumstances of the proposed Transfer, and obtain from counsel to
Holder an opinion that the proposed Transfer of such Warrants or such
Restricted Common Stock may be effected without registration under the
Securities Act or state securities laws. After the Company's receipt of the
Transfer Notice and opinion, such Holder shall thereupon be entitled to
Transfer such Warrants or such Restricted Common Stock, in accordance with
the terms of the Transfer Notice. Each certificate, if any, evidencing such
shares of Restricted Common Stock issued upon such Transfer and the Warrant
issued upon such Transfer shall bear the restrictive legends set forth in
Section 9.1, unless in the opinion of such counsel such legend is not
required in order to ensure compliance with the Securities Act. In no event
shall the Holder knowingly make a transfer of any Warrants to a competitor of
the Company in the business of the design, engineering, manufacturing and
installation of custom curtainwall systems for the construction industry.

            9.3. REQUIRED REGISTRATION. Pursuant to the terms and conditions
set forth in the Registration Rights Agreement, the Company shall prepare and
file with the Commission not later than the 90th day after the Closing Date,
a Registration Statement relating to the offer and sale of the Common Stock
issuable upon exercise of the Warrants and shall use its best efforts to
cause the Commission to declare such Registration Statement effective under
the Securities Act but no later than 180 days after the Closing Date.

            9.4. TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing
provisions of Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock issuable upon the exercise of the Warrants) and the
legend requirements of Section 9.1 shall terminate as to any particular
Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock
issuable upon the exercise of the Warrants) (i) when and so long as such
security shall have been effectively registered under the Securities Act and
applicable state securities laws and disposed of pursuant thereto or (ii)
when the Company shall have received an opinion of counsel reasonably
acceptable to the Company that such shares may be transferred without
registration thereof under the Securities Act and applicable state securities
laws.

All Warrants issued upon registration of transfer, division or combination
of, or in substitution for, any Warrant or Warrants entitled to bear such
legend shall have a similar legend endorsed thereon. Whenever the
restrictions imposed by this Section shall terminate as to any share of
Restricted Common Stock, as hereinabove provided, the holder thereof shall be
entitled to receive from the Company, at the Company's expense, a new
certificate representing such Common Stock not bearing the restrictive
legends set forth in Section 9.1.

            9.5. LISTING ON SECURITIES EXCHANGE. If the Company shall list
any shares of Common Stock on any securities exchange, it will, at its
expense, list thereon, maintain and,


                                      16

<PAGE>

when necessary, increase such listing of, all shares of Common Stock issued
or, to the extent permissible under the applicable securities exchange rules,
issuable upon the exercise of this Warrant so long as any shares of Common
Stock shall be so listed during any such Exercise Period.

      10.   SUPPLYING INFORMATION

            The Company shall cooperate with Holder in supplying such
information as may be reasonably necessary for Holder to complete and file
any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Restricted Common Stock.

      11.   LOSS OR MUTILATION

            Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it
being understood that the written agreement of the Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like
tenor to Holder; PROVIDED, in the case of mutilation, no indemnity shall be
required if this Warrant in identifiable form is surrendered to the Company
for cancellation.

      12.   OFFICE OF THE COMPANY

            As long as any of the Warrants remain outstanding, the Company
shall maintain an office or agency (which may be the principal executive
offices of the Company) where the Warrants may be presented for exercise,
registration of transfer, division or combination as provided in this
Warrant, such office to be initially located at 1044 Fordtown Road,
Kingsport, TN 37663, fax: (423) 349-0150, provided, however, that the Company
shall provide prior written notice to Holder of a change in address no less
than 30 days prior to such change.

      13.   LIMITATION OF LIABILITY

            No provision hereof, in the absence of affirmative action by
Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of Holder hereof, shall give rise to any liability of
Holder for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

      14.   MISCELLANEOUS

            14.1. NONWAIVER AND EXPENSES. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Expiration Date. If the Company fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this
Warrant, the Company shall pay to Holder such amounts as shall be sufficient
to cover any direct and indirect losses, damages, costs and expenses
including, but not limited to, reasonable attorneys' fees,


                                      17

<PAGE>

including those of appellate proceedings, incurred by Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.

            14.2. NOTICE GENERALLY. Except as may be otherwise provided
herein, any notice or other communication or delivery required or permitted
hereunder shall be in writing and shall be delivered personally or sent by
certified mail, postage prepaid, or by a nationally recognized overnight
courier service, and shall be deemed given when so delivered personally or by
overnight courier service, or, if mailed, three (3) days after the date of
deposit in the United States mails, as follows:

                  (1)   if to the Company, to:

                        Flour City International, Inc.
                        1044 Fordtown Road
                        Kingsport, TN  37663
                        Attention: Mr. John Tang
                                   Chief Executive Officer
                                          and
                                   Mr. Johnson Fong
                                   Chief Financial Officer
                        Tel:  (423) 349-8692
                        Fax:  (423) 349-0150

            With a copy to:

                        Heller, Ehrman, White & McAuliff LLP
                        333 Bush Street
                        San Francisco, CA 94104
                        Attention:  Timothy G. Hoxie, Esq.
                        Tel:  (415) 772-6000
                        Fax:  (415) 772-6268

                  (2)   if to the Holder, to:

                        Dimensional Partners, L.P. and
                        Dimensional Partners, Ltd.
                        c/o JDS Capital Management, Inc.
                        780 Third Avenue
                        New York, NY  10017
                        Attention:  Mr. Joseph Samberg
                                    President
                        Tel:    (212) 833-9925
                        Fax:    (212) 593-8814


                                      18

<PAGE>

            With a copy to:

                        Rosenman & Colin LLP
                        575 Madison Avenue
                        New York, NY 10022
                        Attention:  Michael R. Butowsky, Esq.
                        Tel:  (212) 940-8800
                        Fax:  (212) 940-8776


The Company or the Holder may change the foregoing address by notice given
pursuant to this Section 14.2.

            14.3. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys'
fees, expenses and disbursements of any kind which may be imposed upon,
incurred by or asserted against Holder in any manner relating to or arising
out of any failure by the Company to perform or observe in any respect any of
its covenants, agreements, undertakings or obligations set forth in this
Warrant.

            14.4. REMEDIES. Holder in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees
that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.

            14.5. SUCCESSORS AND ASSIGNS. Subject to the provisions of
Sections 3.1 and 9, this Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder. The provisions of this Warrant are intended
to be for the benefit of all Holders from time to time of this Warrant and,
with respect to Section 9 hereof, holders of Warrant Stock, and shall be
enforceable by any such Holder or holder of Warrant Stock.

            14.6. AMENDMENT.  This Warrant and all other Warrants may be
modified or amended or the provisions hereof waived only with the prior
written consent of the Company and the Holder.

            14.7. SEVERABILITY. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Warrant.

            14.8. HEADINGS.  The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


                                      19

<PAGE>

            14.9. GOVERNING LAW.  This Warrant shall be governed by the laws
of the State of New York, without regard to the provisions thereof relating
to conflict of laws.




            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]










                                      20
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed and its corporate seal to be impressed hereon and attested by
its Secretary or an Assistant Secretary.


   Dated:  June 11, 2001


                                    FLOUR CITY INTERNATIONAL, INC.



                                    By:___________________________
                                       Name:
                                       Title:










                                      21