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                                                                   EXHIBIT 10.20




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.


NO. [NUMBER]                                                   February __, 2001

                              LAWSON SOFTWARE, INC.
                               WARRANT CERTIFICATE

                         Common Stock Purchase Warrants

                            [_______] Warrant Shares

         This Warrant Certificate certifies that, for value received,
[_________________________] (the "Holder") is the owner of the number of
Warrants (as defined below) set forth below, each of which entitles the Holder
to purchase from Lawson Software, Inc. (the "Company"), at any time from and
after the date hereof until the time and date stated in Section 2.1 hereof,
79,100 Warrant Shares (as defined below), at the purchase price stated in
Section 2.6 hereof (the "Exercise Price"). The number of Warrant Shares
purchasable upon exercise of the Warrants and the Exercise Price shall be
subject to adjustment from time to time as herein provided.

         This Warrant is the Common Stock Purchase Warrant (each a "Warrant" and
collectively the "Warrants") issued in connection with the conversion of the 12%
Senior Subordinated Convertible Note due February 23, 2006 issued by the Company
to the Holder (the "Convertible Note") pursuant to that certain Senior
Subordinated Convertible Note Purchase Agreement dated as of February 23, 2001
(the "Closing Date") (as it may be amended from time to time, the "Purchase
Agreement") by and among the Company, the Existing Shareholders and the
Purchasers named therein (the "Purchasers"). For purposes of this Warrant
Certificate, "Warrant Shares" shall mean shares of the Company's common stock,
par value $0.01 per share (the "Common Stock"); provided, however, that if, in
accordance with Section 6.3 hereof, the securities issuable upon exercise of the
Warrants are issued by an entity other than the Company or there is a change in
the class of securities so issuable, then the "Warrant Shares" shall mean the
securities so issuable by such entity or the securities of the class of
securities so issuable. All capitalized terms used herein which are not
otherwise defined shall have the meanings set forth in the Purchase Agreement.



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         The Warrants are subject to the following terms, conditions and
provisions:

         SECTION 1. Registration; Transferability; Exchange of Warrant
Certificate.

                  1.1 Registration. The Company shall number and register the
Warrants in a register (the "Warrant Register") maintained at the principal
office of the Company (the "Office"). The Company shall be entitled to treat the
Holder of the Warrants as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such Warrants
on the part of any other person.

                  1.2 Transfer of Warrants. Any Warrant may be transferred or
endorsed to another party in whole or in part by (i) surrendering to the
Company, or its duly authorized agent, for cancellation the existing Warrant
Certificate evidencing the Warrant to be transferred, endorsed or accompanied by
a written instrument of transfer, in form reasonably satisfactory to the
Company, duly executed by the Holder thereof in person or by a duly authorized
representative, agent or attorney-in-fact appointed in writing, (ii) by
supplying the Company with an opinion of counsel, which opinion shall be
reasonably satisfactory to the Company, to the effect that registration under
the Securities Act of 1933, as amended (the "Securities Act"), has been
accomplished or is not necessary in connection with such transfer of Warrants,
and (iii) by having the transferee agree in writing to be bound by the
provisions of the Purchase Agreement and the Stockholders Agreement. Upon
receipt thereof, the Company shall issue and deliver, in the name of the
transferee, a new Warrant Certificate containing the same terms as the
surrendered Warrant Certificate. In the case of the transfer of fewer than all
of the rights evidenced by the surrendered Warrant Certificate, the Company
shall issue a new Warrant Certificate to the Holder thereof for the remaining
number of shares specified in the Warrant Certificate so surrendered.

         SECTION 2. Term of Warrants; Exercise of Warrants.

                  2.1 Term of Warrant. Subject to the terms of this Warrant
Certificate, the Holder shall have the right, which may be exercised by the
registered Holder hereof from time to time on any business day before 5:00 P.M.
(New York City time) anytime hereafter through and including the seventh
anniversary thereof (the "Expiration Date") to purchase from the Company the
number of fully paid and nonassessable Warrant Shares specified on the face
hereof or such other number of Warrant Shares which the Holder may at the time
be entitled to purchase in accordance with this Warrant Certificate. At 5:00
P.M. (New York City time) on the Expiration Date, each Warrant not exercised
prior thereto shall be and become void and of no value.

                  2.2 Exercise of Warrants. Subject to the terms of this Warrant
Certificate, the Warrants evidenced by this Warrant Certificate may be exercised
in whole or in part, upon surrender to the Company, at its Office, of this
Warrant Certificate, with a Purchase Form substantially in the form attached
hereto duly completed and signed, and upon payment to the Company of the
Exercise Price. Payment shall be made (i) in cash, (ii) by certified check
payable to the order of the Company, (iii) by wire transfer, or (iv) by the
surrender by such Holder to the Company, at the aforesaid offices, of any of the
Company's 12% Senior Subordinated Notes due February 23, 2006 (the "Notes") held
by such Holder, and all such Notes so surrendered shall be credited against such
payment in an amount equal to the principal


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amount of such Notes plus accrued interest thereon to the date of the surrender,
or by any combination of any of the foregoing methods, in the amount obtained by
multiplying (a) the number of shares of Common Stock (without giving effect to
any adjustment thereof) designated in such subscription by (b) the Exercise
Price, and such holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
(or other securities) determined as provided herein.

                  2.3 Conversion. If instead of exercising this Warrant pursuant
to the terms of Section 2.2 above, the Holder hereof elects to convert this
Warrant, in whole or in part, into shares of Common Stock, then such holder
shall surrender this Warrant to the Company at its Office during normal business
hours on any business day on or prior to the Expiration Date accompanied by a
conversion notice in substantially the form attached to this Warrant (or a
reasonable facsimile thereof) duly executed by such holder, and such holder
shall thereupon be entitled to receive a number of duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock (or other
securities) computed using the following formula:

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

         Where X = the number of shares of Common Stock to be issued to the
Holder pursuant to the conversion

         Y = the number of shares of Common Stock in respect of which the
conversion is requested

         A = the Current Market Price

         B = the Exercise Price

         For all purposes of this Warrant (other than this Section 2.3), any
         reference herein to the exercise of this Warrant shall be deemed to
         include a reference to the conversion of this Warrant into Common Stock
         (or other securities) in accordance with the terms of this Section 2.3.

                  2.4 Delivery of Stock Certificates, etc. Upon the surrender of
this Warrant Certificate with the Purchase Form duly executed, and payment of
the Exercise Price as aforesaid, the Company shall within ten business days,
issue and deliver to or upon the written order of the Holder and in such name or
names as the Holder may designate a certificate or certificates for such number
of Warrant Shares so purchased (subject to compliance, if necessary, with
applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended). Such certificate or certificates shall be dated and deemed to
have been issued as of the date of the surrender of this Warrant Certificate and
payment of the Exercise Price, as aforesaid. The right of purchase represented
by this Warrant Certificate shall be exercisable, at the election of the Holder,
in full at any time or in part from time to time. In the event the Holder


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shall exercise fewer than all the Warrants evidenced hereby, a new Warrant
Certificate shall be issued evidencing the remaining unexercised Warrants.

                  2.5 Exercise Price. The price per share at which each Warrant
Share shall be purchased upon exercise of each Warrant (the "Exercise Price")
shall be $0.01, subject to adjustment pursuant to Section 6. The aggregate
Exercise Price for all Warrant Shares subject to this Warrant Certificate shall
be rounded to the next higher $0.01.

         SECTION 3. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable all documentary, stamp and other similar taxes, if
any, which may be payable in respect of the issuance or delivery of the Warrants
or of the Warrant Shares purchasable and issuable upon the exercise of the
Warrants; provided, however, that the Company shall not be required to pay any
such tax or other charge imposed in respect of the transfer of Warrants, or the
issuance or delivery of certificates for Warrant Shares or other securities in
respect of the Warrant Shares upon the exercise of Warrants, to a person or
entity other than a then-existing registered Holder of Warrants.

         SECTION 4. Mutilated or Missing Warrants. In the event this Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company shall
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and in substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor
and representing an equivalent right or interest, but only upon, in the event of
a lost, stolen or destroyed certificate, receipt of evidence satisfactory to the
Company of such loss, theft or destruction and, if requested by the Company,
upon indemnity that also is satisfactory to it; provided that a written
undertaking of such loss, theft or destruction of this Warrant Certificate by
the registered Holder hereof or any Affiliate thereof shall be deemed a
satisfactory indemnity of the Company for purposes of this Section 4. In making
application for such a substitute Warrant Certificate, the Holder shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.

         SECTION 5. Reservation and Availability of Warrant Shares; Purchase and
Cancellation of Warrants.

                  5.1 Reservation of Warrant Shares.

                           (a) The Company shall at all times reserve and keep
available, without limitation, out of the aggregate of its authorized but
unissued shares of Common Stock, for the purpose of enabling it to satisfy any
obligations to issue the Warrant Shares upon exercise of the Warrants, the full
number of Warrant Shares deliverable upon the exercise of all the Warrants
evidenced by this Warrant Certificate. The Company shall be irrevocably
authorized and directed at all times to reserve such number of authorized shares
of Common Stock as shall be required for such purpose.

                           (b) The Company covenants that all Warrant Shares
issuable upon exercise of the Warrants will, upon issuance, be fully paid,
nonassessable and free from


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preemptive rights and free from all transfer taxes, liens, charges and security
interests with respect to the issuance thereof.

                           (c) Before taking any action which would cause an
adjustment pursuant to Section 6, the Company will take any and all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares at the Exercise Price as so adjusted.

                  5.2 Warrant Shares Record Date. Each person in whose name any
stock certificate for Warrant Shares is issued shall for all purposes be deemed
to have become the holder of record of the Warrant Shares represented thereby,
and such stock certificate shall be dated the date upon which this Warrant
Certificate was duly surrendered and payment of the Exercise Price (and any
applicable transfer taxes) was made.

                  5.3 Cancellation of Warrant. Upon surrender of the Warrant
Certificate for exchange, substitution, transfer or exercise, it shall be
canceled by the Company and retired.

         SECTION 6. Adjustment of Number of Warrant Shares and Exercise Price.
If and when after the Closing Date and prior to the closing of a Qualified
Public Offering or a Qualified Sale (each as defined in the Purchase Agreement),
whether or not this Warrant has then been issued, the number of securities
purchasable upon the exercise of each Warrant shall be subject to adjustment
from time to time upon the happening of certain events as hereinafter described.
If any of the events as described in this Section 6 shall occur after the
Closing Date, but prior to the issuance of this Warrant upon conversion of the
Convertible Notes, the number of Warrant Shares or other securities purchasable
upon exercise of the Warrant shall be adjusted to the same extent as if this
Warrant was outstanding as of the Closing Date.

                  6.1 Adjustments. Prior to the Closing of a Qualified Public
Offering or a Qualified Sale (each as defined in the Purchase Agreement), the
number of Warrant Shares or other securities purchasable upon the exercise of
the Warrants and/or the Exercise Price shall be subject to adjustment as
follows:

                           (a) Antidilution Price; Adjustment Price. The number
of Warrant Shares for which this Warrant is exercisable as of the Closing Date
shall be adjusted in accordance with Section 6.1(b) below such that, upon
exercise, each such Warrant Share for which this Warrant was exercisable on the
Closing Date shall instead equal such number of fully paid and nonassessable
shares of common Stock as is determined by dividing (i) $4.11999966 (the "Target
Price") by (ii) the "Antidilution Price" at the time in effect for this Warrant.
The initial "Antidilution Price" for this Warrant shall be the Target Price,
subject to adjustment as set forth in Section 6.1(b).


                           (b) Adjustments to the Antidilution Price. Except as
provided in Section 6(c) and except in the case of an event described in Section
6(d), if and whenever after the Closing Date, whether or not this Warrant has
been issued and is outstanding at the time of the relevant transaction giving
rise to an adjustment hereunder the Company shall issue or sell, or


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is, in accordance with this Section 6(b), deemed to have issued or sold, any
shares of Common Stock for a consideration per share less than the Antidilution
Price in effect immediately prior to the time of such issuance or sale, then,
upon such issuance or sale (or deemed issuance or sale), the Antidilution Price
shall be reduced to the price determined by dividing (i) an amount equal to the
sum of (A) the total number of shares of Common Stock outstanding immediately
prior to such issuance or sale (or deemed issuance or sale) (including, for this
purpose, all shares of Common Stock issuable upon exercise or conversion of any
Options (as defined below) or Convertible Securities (as defined below)
outstanding as of immediately prior to the Closing Date) multiplied by the then
existing Antidilution Price and (B) the consideration, if any, received by the
Company upon such issuance or sale (or deemed issuance or sale) by (ii) the
total number of shares of Common Stock outstanding immediately prior to such
issuance or sale (or deemed issuance or sale) (including, for this purpose, all
shares of Common Stock issuable upon exercise or conversion of Options or
Convertible Securities outstanding as of immediately prior to the Closing Date)
plus the number of shares of Common Stock so issued or sold (or so deemed issued
or sold).

         For purposes of this Section 6(b) the following shall also be
applicable:

                                    (i) Issuance of Rights or Options. If the
Company shall, at any time after the Closing Date, in any manner grant (whether
directly or by assumption in a merger or otherwise) any warrants or other rights
to subscribe for or to purchase, or any options for the purchase of, Common
Stock or any stock or security convertible into or exchangeable for Common Stock
(such warrants, rights or options being called "Options" and such convertible or
exchangeable stock or securities being called "Convertible Securities"), in each
case for consideration per share (determined as provided in this paragraph and
in Section 6(b)(vi)) less than the Antidilution Price, whether or not such
Options or the right to convert or exchange any such Convertible Securities are
immediately exercisable, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options, or upon conversion or exchange of
the total maximum amount of such Convertible Securities issuable upon exercise
of such Options, shall be deemed to have been issued as of the date of granting
of such Options (and thereafter shall be deemed to be outstanding), at a price
per share equal to the amount determined by dividing (A) the total amount, if
any, received or receivable by the Company as consideration for the granting of
such Options, plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options, plus, in the case
of such Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable upon the issuance or sale of
such Convertible Securities and upon the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock deemed to have been so
issued. Except as otherwise provided in Section 6(b)(iii), no adjustment of the
Antidilution Price shall be made upon the actual issuance of such Common Stock
or of such Convertible Securities upon exercise of such Options or upon the
actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities.

                                    (ii) Issuance of Convertible Securities. If
the Company shall, at any time after the Closing Date, in any manner issue or
sell any Convertible Securities for consideration per share (determined as
provided in this paragraph and in Section 6(b)(vi)) less


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 than the Antidilution Price, whether or not the rights to exchange or convert
any such Convertible Securities are immediately exercisable, then the total
maximum number of shares of Common Stock issuable upon conversion or exchange of
all such Convertible Securities shall be deemed to have been issued as of the
date of the issuance or sale of such Convertible Securities (and thereafter
shall be deemed to be outstanding), at a price per share equal to the amount
determined by dividing (A) the total amount, if any, received or receivable by
the Company as consideration for the issuance or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Company upon the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock deemed to have been so issued;
provided, that (1) except as otherwise provided in Section 6(b)(iii), no
adjustment of the Antidilution Price shall be made upon the actual issuance of
such Common Stock upon conversion or exchange of such Convertible Securities and
(2) if any such issuance or sale of such Convertible Securities is made upon
exercise of any Options to purchase any such Convertible Securities, no further
adjustment of the Antidilution Price shall be made by reason of such issuance or
sale.

                                    (iii) Change in Option Price or Conversion
Rate. If there shall occur a change in (A) the maximum number of shares of
Common Stock issuable in connection with any Option referred to in Section
6(b)(i) or any Convertible Securities referred to in Section 6(b)(i) or (ii),
(B) the purchase price provided for in any Option referred to in Section
6(b)(i), (C) the additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities referred to in Section 6(b)(i) or (ii)
or (D) the rate at which Convertible Securities referred to in Section 6(b)(i)
or (ii) are convertible into or exchangeable for Common Stock (in each case,
other than in connection with an event described in Section 6(c)), then the
Antidilution Price in effect at the time of such event shall be readjusted to
the Antidilution Price that would have been in effect at such time had such
Options or Convertible Securities that are still outstanding provided for such
changed maximum number of shares, purchase price, additional consideration or
conversion rate, as the case may be, at the time initially granted, issued or
sold, but only if as a result of such adjustment the Antidilution Price then in
effect is thereby reduced; and on the termination of any such Option or any such
right to convert or exchange such Convertible Securities, the Antidilution Price
then in effect hereunder shall be increased to the Antidilution Price that would
have been in effect at the time of such termination had such Option or
Convertible Securities, to the extent outstanding immediately prior to such
termination (i.e., to the extent that fewer than the number of shares of Common
Stock deemed to have been issued in connection with such Option or Convertible
Securities were actually issued), never been issued or been issued at such
higher price, as the case may be.

                                    (iv) Stock Dividends. If the Company shall
declare a dividend or make any other distribution upon any stock of the Company
payable in Common Stock (except for dividends or distributions upon the Common
Stock), Options or Convertible Securities, any Common Stock, Options or
Convertible Securities, as the case may be, issuable in payment of such dividend
or distribution shall be deemed to have been issued or sold without
consideration, and the Antidilution Price will be adjusted pursuant to this
Section 6(b)(iv); provided, that no adjustment shall be made to the Antidilution
Price as a result of such dividend or distribution if the Holder of this Warrant
is entitled to, and does, receive such dividend or distribution; and, provided,
further, that if any adjustment is made to the Antidilution Price as a


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result of the declaration of a dividend and such dividend is not effected, the
Antidilution Price shall be appropriately readjusted.

                                    (v) Other Dividends and Distributions. In
the event the Company at any time or from time to time after the Closing Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities or other property of the Company other than shares of Common Stock,
then and in each such event provision shall be made so that the Holder of the
Warrant shall receive upon exercise thereof, in addition to the number of shares
of Common Stock purchasable thereupon, the amount of such other securities of
the Company or the value of such other property that they would have received
had this Warrant been exercised for Common Stock on the date of such event and
had such Holder thereafter, during the period from the date of such event to and
including the exercise date, retained such securities or other property
receivable by such Holder during such period giving application to all
adjustments called for during such period under Section 6 with respect to the
rights of such Holder; and, provided, further, however, that no such adjustment
shall be made if the Holder of this Warrant simultaneously receives a dividend
or other distribution of such securities or other property in an amount equal to
the amount of such securities or other property as such Holder would have
received if this Warrant had been exercised for Common Stock on the date of such
event.

                                    (vi) Consideration for Stock. In case any
shares of Common Stock shall be issued or sold, or deemed issued or sold, for
cash, the consideration received therefor shall be deemed to be the amount
received or to be received by the Company therefor (determined with respect to
deemed issuances and sales in connection with Options and Convertible Securities
in accordance with clause (A) of Section 6(b)(i) or Section 6(b)(ii), as
appropriate). In case any shares of Common Stock shall be issued or sold, or
deemed issued or sold, for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be deemed to be the
fair value of such consideration received or to be received by the Company
(determined with respect to deemed issuances and sales in connection with
Options and Convertible Securities in accordance with clause (A) of Section
6(b)(i) or Section 6(b)(ii), as appropriate) as determined in good faith by the
Board of Directors of the Company and a Required Interest (as defined below). In
case any Options shall be issued in connection with the issuance and sale of
other securities of the Company together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued for such consideration
as determined in good faith by the Board of Directors of the Company and a
Required Interest.

                                    (vii) Required Date. In case the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them (A) to receive a dividend or other distribution payable in Common
Stock, Options or Convertible Securities or (B) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date shall be
deemed to be the date of the issuance or sale of the shares of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.


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                                    (viii) Treasury Shares. The number of shares
of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company; provided, that the disposition of any
such shares shall be considered an issuance or sale of Common Stock for the
purpose of this Section 6.


                           (c) Certain Issues of Common Stock Excepted. Anything
herein to the contrary notwithstanding, the Company shall not be required to
make any adjustment of the Antidilution Price in the case of the issuance from
and after the Closing Date of (i) shares of Common Stock upon conversion of
shares of the Company's Series A Convertible Preferred Stock; (ii) up to
1,966,400 shares of Common Stock (subject to adjustment for stock splits, stock
dividends, combinations, recapitalizations and the like) upon exercise of
warrants outstanding as of the Closing Date (including this Warrant; (iii) up to
2,903,193 shares of Common Stock (subject to adjustment for stock splits, stock
dividends, combinations, recapitalizations and the like) distributed in
accordance with the terms of the Company's Employee Stock Ownership Plan Trust,
as in effect on the Closing Date and (iv) shares of Common Stock, or options to
purchase Common Stock, to directors, officers, employees or consultants of the
Company (pursuant to the exercise of options or otherwise) in connection with
their service as directors of the Company, their employment by the Company or
their retention as consultants by the Company, in each case issued (A) pursuant
to the Company's 1996 or 2001 stock option plans, as in effect on the Closing
Date, or pursuant to any stock option plan adopted or amended after the Closing
Date with the unanimous approval of the Company's Board of Directors, and (B) at
a price per share not less than (or, in the case of Options, with an exercise
price per share not less than) the fair market value of the Common Stock on the
date of grant as determined by the Company's Board of Directors (provided that
the grant of Options at an exercise price of $4.12 per share in January and
February 2001, shall be deemed to be at Fair Market Value) (the shares of Common
Stock described in subclauses (i), (ii), (iii) and (iv), the "Excluded Shares");
provided that, with respect to subclause (iv), the number of such shares
included in the Excluded Shares during the period between the Closing Date and
the date which is 30 months following the Closing Date (the "Target Date") shall
be limited to 3,168,405 (such number to be (i) increased by that number of
shares of Common Stock which are subject to purchase pursuant to Options that
are forfeited unexercised by their holders during such 30 months and (ii)
appropriately adjusted for stock dividends, stock splits, combinations,
recapitalizations and the like), plus such number of additional shares that are
issued, or issuable upon exercise of options granted, after the Target Date with
the unanimous approval of the Board of Directors of the Company.


                           (d) Subdivision or Combination of Common Stock. In
case the Company shall at any time after the Closing Date subdivide its
outstanding shares of Common Stock into a greater number of shares (by any stock
split, stock dividend or otherwise), the Antidilution Price in effect
immediately prior to such subdivision shall be proportionately reduced, and,
conversely, in case the Company shall at any time after the Closing Date combine
its outstanding shares of Common Stock into a smaller number of shares (by any
reverse stock split or otherwise), the Antidilution Price in effect immediately
prior to such combination shall be proportionately increased. In the case of any
such subdivision, no further adjustment shall be made pursuant to Section
6(b)(iv) by reason thereof.


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<PAGE>   10

                           (e) Reorganization or Reclassification. If any
capital reorganization or reclassification of the capital stock of the Company
shall be effected in such a way that holders of Common Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization or reclassification, lawful
and adequate provisions shall be made whereby the Holder of this Warrant shall
thereupon have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the exercise of such Warrant, as the
case may be, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such exercise had such reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of such Holder to the end
that the provisions hereof (including, without limitation, provisions for
adjustments of the Antidilution Price) shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of such Warrant.

                           (f) In case any event shall occur as to which the
provisions of Section 6 hereof are not strictly applicable but the failure to
make any adjustment would not, in the reasonable opinion of the Holder of this
Warrant, fairly protect the purchase rights represented by this Warrant in
accordance with the essential intent and principles of such this Section 6,
then, in each such case, at the request of the Holder, the Company shall appoint
a firm of independent investment bankers of recognized national standing (which
shall be completely independent of the Company and shall be satisfactory to the
holder of this Warrant), which shall give their opinion upon the adjustment, if
any, on a basis consistent with the essential intent and principles established
in this Sections 6, necessary to preserve, without dilution, the purchase rights
represented by this Warrant. Upon receipt of such opinion, the Company will
promptly mail a copy thereof to the holder of this Warrant and shall make the
adjustments described therein.

                  6.2 Report as to Adjustments. In each case of any adjustment
or readjustment in the shares of Common Stock (or other securities) issuable
upon the exercise of this Warrant, the Company at its sole expense will promptly
compute such adjustment or readjustment in accordance with the terms of this
Warrant and cause its chief financial officer to verify such computation (other
than any computation of the Current Market Price of property as determined in
good faith by the Board of Directors of the Company) and prepare a report
setting forth such adjustment or readjustment and showing in reasonable detail
the method of calculation thereof and the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or to be received by the Company for any additional shares of Common Stock
issued or sold or deemed to have been issued, (b) the number of shares of Common
Stock outstanding or deemed to be outstanding, and (c) the Exercise Price in
effect immediately prior to such issue or sale and as adjusted and readjusted
(if required by Section 6 hereof) on account thereof. The Company will forthwith
mail a copy of each such report to each holder of a Warrant and will, upon the
written request at any time of any holder of a Warrant, furnish to such holder a
like report setting forth the Exercise Price at the time in effect and showing
in reasonable detail how it was calculated. The Company will also keep copies of
all


                                       10
<PAGE>   11

such reports at its Office and will cause the same to be available for
inspection at such office during normal business hours by the Holder of a
Warrant or any prospective purchaser of a Warrant designated by the Holder
thereof.

                  6.3 Preservation of Purchase Rights Upon Merger,
Consolidation, etc.

                           (a) In the event of any merger, consolidation or
other acquisition or business combination in which the Company is not the
surviving corporation or in which a majority of the outstanding Common Stock is
converted into, acquired or exchanged for securities, cash or property or in the
event of the sale or other disposition of all or substantially all the assets of
the Company (a "Sale Event"), then a Holder of Warrants outstanding on the date
of such Sale Event shall be entitled to receive, in exchange for such Warrants,
the type and amount of consideration that such Holder would have been entitled
to receive if such Holder had exercised such Warrants immediately prior to such
Sale Event for the number of Warrant Shares equal to (x) the number of Warrant
Shares such Holder is eligible to receive for such Warrants at such time minus
(y) the number of Warrant Shares the aggregate Current Market Price of which
equals the aggregate Exercise Price of such Warrants; provided that if upon such
Sale Event different holders of Common Stock shall be entitled to elect
different forms of consideration for their Common Stock, then the Holders shall
also be entitled to elect the form of such consideration to be received by them
for their Warrants upon such Sale Event in the same manner as the holders of
Common Stock.

                           (b) Upon any liquidation, dissolution or winding up
of the Company, the Holder shall receive such cash or property (less the
Exercise Price) which the Holder would have been entitled to receive upon the
happening of such liquidation, dissolution or winding up had the Warrants been
exercised and the Warrant Shares issued immediately prior to the occurrence of
such liquidation, dissolution or winding up.

                  6.4 Statement on the Warrant. Irrespective of any adjustments
in the number or kind of securities purchasable upon the exercise of the Warrant
or the Exercise Price, any Warrant Certificate theretofore or thereafter issued
may continue to express the same price and number and any kind of shares as are
stated in this Warrant Certificate.

                  6.5 Contest and Appraisal Rights.

                           (a) If the Holder or Holder(s) of the Warrants
entitling such person(s) to purchase a majority of the Warrant Shares subject to
purchase upon exercise of Warrants at the time outstanding (the Required
Interest) shall, in good faith, disagree with the Company's determination of the
Current Market Price for the Common Stock for purposes of Section 2.3 or of the
Current Market Price of any property (or securities) given to the Company as
consideration for the issue or sale of additional shares of Common Stock for
purposes of this Section 6.2(b), then such holders shall by notice to the
Company (an Appraisal Notice) given within thirty (30) days after the Company's
determination elect to dispute such determination, and such dispute shall be
resolved as set forth in Section 6.5(c) below.



                                       11
<PAGE>   12

                           (b) Subject to Section 6.5(c) below, the "Current
Market Price" means on any date specified herein, the average daily "Market
Price" during the period of the most recent 20 days, ending on such date, on
which the national securities exchanges were open for trading, except that if no
class of the Common Stock is then listed or admitted to trading on any national
securities exchange or quoted in the overcounter market, the Current Market
Price shall be the Market Price on such date. Subject to Section 6.5(c) below,
"Market Price" means on any date specified herein, the amount per share of
Common Stock equal to (a) the last sale price of Common Stock, regular way, on
such date or, if no such sale takes place on such date, the average of the
closing bid and asked prices thereof on such date, in each case as officially
reported on the principal national securities exchange on which Common Stock is
then listed or admitted to trading, or (b) if Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the NASD, the last trading price of Common
Stock on such date, or (c) if there shall have been no trading on such date or
if Common Stock is not so designated or if Common Stock is not then listed or
admitted to trading on any national exchange or quoted in the over-the-counter
market, or if the asset to be valued is property or another security, then the
Current Market Price thereof determined in good faith by the Board of Directors
of the Company as of a date which is within fifteen (15) days of the date as of
which the determination is to be made.

                           (c) The Company shall within thirty (30) days after
an Appraisal Notice shall have been given, engage an independent nationally
recognized investment bank or other qualified financial institution acceptable
to the Company and such holders ("Appraiser") to make an independent
determination of the Current Market Price for the Common Stock or of the Current
Market Price of any property (or securities) given to the Company as
consideration for the issue or sale of additional shares of Common Stock, as the
case may be (the "Appraiser's Determination"). In arriving at its determination,
the Appraiser shall base any valuation upon (i) in the case of the Current
Market Price of the Common Stock, the Current Market Price of the Company
assuming that the Company were sold as a going concern, without regard to the
existence of any control block, the anticipated impact upon current market
prices of any such sale, the lack or depth of a market for the Common Stock, the
Warrants or other securities of the Company, or any other factors concerning the
liquidity or marketability of the Common Stock, the Warrants or other securities
of the Company, and (ii) in the case of the Current Market Price of any property
(or securities) given to the Company as consideration for the issue or sale of
additional shares of Common Stock, the fair market value of such property (or
securities) assuming that such property (or securities) were sold to an
independent third party in an arm's-length transaction. The Appraiser's
Determination shall be final and binding on the Company and the Holder of the
Warrants. The costs of conducting an appraisal shall be borne entirely by the
Company; provided, however, that:

                                    (i) in the case of a determination of the
Current Market Price for the Common Stock, if the Company's determination is
greater than the Appraiser's Determination by more than 15%, then the costs of
conducting the appraisal shall be shared by the Company and the Holder of the
Warrants in the following proportions: (A) the Holder shall bear no more than
its pro rata share ("Pro Rata Share" of the costs of conducting the appraisal,
assuming for this purpose that this Warrant had been converted into shares of
Common Stock in


                                       12
<PAGE>   13

accordance with the provisions of Section 2.3 immediately prior to the close of
business on the day immediately preceding the day the Appraiser's Determination
is delivered to the Company and the Holder and that the total equity of the
Company is measured on a fully diluted basis and (B) the Company shall bear the
remainder of the costs associated with conducting the appraisal; and

                                    (ii) in the case of a determination of the
Current Market Price of any property (or securities) given to the Company as
consideration for the issue or sale of additional shares of Common Stock, if the
Company's determination is less than the Appraiser's Determination by more than
15%, then the costs of conducting the appraisal shall be shared by the Company
and the Holder of the Warrants in the following proportions: (A) the Holder
shall bear no more than its Pro Rata Share of the costs of conducting the
appraisal and (B) the Company shall bear the remainder of the costs associated
with conducting the appraisal.

         SECTION 7. Registration of Warrants and Common Stock. The shares of
Common Stock issuable upon exercise of this Warrant shall constitute Registrable
Securities (as such term is defined in the Registration Rights Agreement dated
as of the Closing Date by and among the parties therein). Each holder of any
shares of Common Stock (and other securities) issued upon exercise of this
Warrant shall be entitled to all of the benefits afforded to a holder of any
such Registrable Securities under the Registration Rights Agreement and such
holder, by its acceptance of this Warrant, agrees to be bound by and to comply
with the terms and conditions of the Registration Rights Agreement applicable to
such holder as a holder of such Registrable Securities. At any such time as
Common Stock is listed on any national securities exchange, the Company will, at
its sole expense, obtain promptly and maintain the approval for listing on each
such exchange, upon official notice of issuance, the shares of Common Stock
issuable upon exercise of the then outstanding Warrants and maintain the listing
of such shares after their issuance; and the Company will also list on such
national securities exchange, will register under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and will maintain such listing of, any
other securities that at any time are issuable upon exercise of the Warrants, if
and at the time that any securities of the same class shall be listed on such
national securities exchange by the Company.

         SECTION 8. Redemption and Cancellation of Warrants

                  8.1 Put Right.

                           (a) If the Company has not completed a Qualified
Public Offering or a Qualified Sale (each as defined in the Purchase Agreement),
then the Holder may demand at any time on or after the fifth anniversary of the
Closing Date or, if earlier, upon the occurrence of a Mandatory Repurchase Event
or an Event of the Default that the Company purchase all (100%) of the Warrants
held by all holders at the Redemption Price (as defined in Section 8.3) by
delivery of a written notice to the Company (the date such notice is delivered
to the Company shall hereinafter be referred to as, the "Put Demand Date"). The
Redemption Price shall be payable to such holders in immediately available funds
as soon as reasonably practicable (the "Put Payment Date"), but in no event
later than sixty (60) days after the Put Demand Date, upon


                                       13
<PAGE>   14

surrender of this Warrant to the Company at its Office or, if requested by any
such holder without surrender of this Warrant, by wire transfer to any account
in Boston, Massachusetts specified by notice to the Company.

                           (b) Upon surrender of this Warrant in accordance with
the procedures set forth in Section 8.1(a), the right to purchase shares of
Common Stock represented by this Warrant shall terminate, and this Warrant shall
represent the right of the Holder to receive only the applicable Redemption
Price from the Company in accordance with Section 8.1. The Holder's right to
demand redemption of this Warrant pursuant to this Section 8.1 shall be referred
to herein as the Holder's "Put Right."

                           (c) Default; Automatic Conversion into Debt. In the
event that the Company fails to purchase all of the Warrants held by all holders
within sixty (60) days of the Put Demand Date (the "Put Demand Period," then on
the next succeeding day, all of the rights heretofore represented by this
Warrant, including the Holder's right to purchase shares of Common Stock
represented by this Warrant, shall convert, automatically and irrevocably and
without any further action or acknowledgment on the part of the Company or the
Holder, into an unsecured obligation of the Company to pay to such Holder, on
demand, an amount equal to the Redemption Price, together with accrued interest
compounded daily (based on a 360-day year of 30-day months) on the unpaid
principal amount thereof at a rate of 15% per annum or such lower rate as then
may be the maximum rate permitted by applicable law, payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year until
such obligation is paid in full. Nothing in this subsection 8.1(c) shall require
the Company to pay interest at a rate in excess of the maximum rate permitted by
applicable law. The obligation of the Company created pursuant to this
subsection 8.1(c) may be prepaid by the Company at any time without premium or
penalty. All payments of principal and interest on such obligation shall be made
by wire transfer of immediately available funds to an account or accounts
designated in writing by the Holder.

                  8.2 Call Right.

                           (a) If the Company has not completed a Qualified
Public Offering or a Qualified Sale (each as defined in the Purchase Agreement),
then at any time on or after the date that is six years following the Closing
Date the Company may repurchase all (100%) but not less than all, of the
Warrants held by all holders at the Redemption Price by delivery of a notice to
all holders of the Warrants (the date such notice is delivered to the holders
shall hereinafter be referred to as, the "Call Redemption Date"). The Redemption
Price shall be payable to such holders in immediately available funds as soon as
reasonably practicable, but in no event later than sixty (60) days after the
Call Redemption Date (such date, the "Call Payment Date"), upon surrender of
this Warrant to the Company at its Office or, if requested by such holder
without surrender of this Warrant, by wire transfer to any account in Boston,
Massachusetts specified by notice to the Company.

                           (b) The Company shall, immediately upon receipt by
the Company of the Appraiser's Determination of the Redemption Price pursuant to
Section 8.3 below, deliver to


                                       14
<PAGE>   15

the Holder written notice of such calculation (together with the Appraiser's
report), whereupon the Holder shall have ten (10) Business Days after the Call
Redemption Date to elect, in a writing delivered to the Company, to exercise the
Warrant in accordance with the terms set forth herein.

                           (c) Subject to Section 8.2(b) above, upon redemption
in accordance with the procedures set forth in Section 8.2(a), the right to
purchase shares of Common Stock theretofore represented by this Warrant as to
which the Company has exercised its right to purchase the Warrant shall
terminate, and this Warrant shall represent the right of the Holder to receive
only the applicable Redemption Price from the Company in accordance with Section
8.2. The Company's right to purchase this Warrant pursuant to this Section 8.2
shall be referred to hereinafter as the Company's "Call Right."

                           (d) Notwithstanding the foregoing, if on or prior to
the date twelve (12) months after the Call Payment Date (i) the Company
completes any public offering of its equity securities, (ii) the Company agrees
to complete a capital reorganization or any reclassification or recapitalization
of its capital stock, (iii) the Company or any Subsidiary or their stockholders
agrees to a consolidation or merger involving the Company or such Subsidiary and
any other Person, (iv) the Company or any Subsidiary agrees to effect a transfer
of all or substantially all the assets or capital stock of the Company or such
Subsidiary to another Person, (v) a majority of the stockholders on the date
hereof sells or agrees to sell in excess of 50% of the capital stock of the
Company or (vi) the Company agrees, submits or consents to any voluntary or
involuntary dissolution, liquidation or winding-up of the Company or any
Subsidiary (each of the foregoing events being referred to as an "Adjustment
Event"), then the Company shall pay to the Holder as additional compensation an
amount equal to the product of (a) the difference between the highest price per
share paid, to be paid or deemed received by the Person or Persons purchasing or
receiving Common Stock or assets in connection with such Adjustment Event (less
underwriting commissions and other appropriate costs and expenses) less the
Redemption Price paid to the holder multiplied by (b) the number of shares of
Common Stock issuable upon exercise of this Warrant immediately prior to the
Call Redemption Date.

                  8.3 Redemption Price. For purposes of this Section 8
"Redemption Price" means the greater of (i) the fair market value of the Warrant
as of the Put Demand Date or the Call Redemption Date, as applicable, and (ii)
the fair market value of the Warrant as of the Put Payment Date (or if the
Company fails to pay the Redemption Price on the Put Payment Date, the first day
following the Put Demand Period) or the Call Payment Date, as applicable, in
each case as determined by an Appraiser and based upon on independent valuation
of the Company. In arriving at its determination, the Appraiser shall base any
valuation upon, in the case of the Current Market Price of the Common Stock, the
Current Market Price of the Company assuming (a) the exercise of all outstanding
warrants, options or rights to subscribe for or purchase Common Stock (or other
securities) of the Company or other securities immediately exercisable or
convertible into Common Stock (or other securities) of the Company and (b) the
Company were sold as a going concern, without regard to the existence of any
control block, the anticipated impact upon current market prices of any such
sale, any discount for minority ownership or the lack or depth of a market for
the Common Stock, the Warrants or other

                                       15
<PAGE>   16

securities of the Company, or any other factors concerning the liquidity or
marketability of the Common Stock, the Warrants or other securities of the
Company.

         SECTION 9. Fractional Interests. The Company shall not be required to
issue fractional securities on the exercise of Warrants. If any fraction of a
security would be issuable on the exercise of Warrants, the Company shall pay to
the Holder of such warrants an amount in cash equal to the Current Market Price
of such fraction.

         SECTION 10. No Rights as a Stockholder; Notices to Holder. Nothing
contained in this Warrant Certificate shall be construed as conferring upon the
Holder the right to vote or to consent or to receive notice as a stockholder in
respect of any meeting of stockholders of the company for the election of the
directors of the Company or any other matter, or any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the exercise of
the Warrants evidenced by this Warrant Certificate, any of the following events
shall occur:

                           (a) the Company shall declare any dividend payable in
cash or in any securities upon its shares of Common Stock or make any
distribution to the holders of its shares of Common Stock;

                           (b) any issuance of any Common Stock, Convertible
Securities or option by the Company;

                           (c) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation, merger, sale, transfer
or lease of all or substantially all of its property, assets and business as an
entirety) shall be proposed; or

                           (d) any consolidation or merger to which the company
is a party and for which approval of the holders of Common Stock is required, or
of the conveyance or transfer of all or substantially all assets of the Company
as, or substantially as, an entirety, or of any reclassification or change of
outstanding shares of Common Stock issuable upon exercise of the Warrant (other
than a change in par value to no par value, or from no par value to par value)
or as a result of a subdivision or combination,

then in any one or more of said events, the Company shall give to the Holder the
greater of 15 business days written notice and the number of days written notice
required to be given to stockholders with respect to such action prior to the
applicable record date hereinafter specified, stating (i) the date as of which
the holders of record of shares of Common Stock to be entitled to receive any
such dividends, rights or warrants are to be determined or (ii) the date on
which any such dissolution, liquidation, winding up, consolidation, merger,
conveyance or transfer is expected to become effective and the date as of which
it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares of Common stock for securities or other
property, if any, deliverable upon such reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation, or winding up or (iii) the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for the securities or other

                                       16
<PAGE>   17

property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up and a description in reasonable detail of the transaction.

         SECTION 11. INTENTIONALLY OMITTED.

         SECTION 12. Notices. Any notice, except as provided in Section 8 of
this Warrant Certificate, or demand authorized by this Warrant Certificate to be
given by the Holder to the Company, shall be in writing and shall be delivered
in person or by facsimile transmission, or mailed by overnight courier, or
otherwise delivered to the Company, 380 St. Peter Street, St. Paul, Minnesota
55102-1302, attention of Chief Executive Officer. The Company may change the
address to which notices to it are to be delivered or mailed hereunder by notice
to the Holder.

         Any notice pursuant to this Warrant Certificate by the Company to the
Holder shall be in writing and shall be mailed by overnight courier or otherwise
delivered, to the Holder at its address set forth in the Warrant Register.

         Notices delivered personally shall be effective at the time delivered
by hand, notices sent by mail shall be effective when received, notices sent by
facsimile transmission shall be effective when confirmed and notices sent by
courier guaranteeing next day delivery shall be effective on the next business
day after timely delivery to the courier.

         SECTION 13. Amendment and Waiver. Any term, covenant, agreement or
condition in this Warrant Certificate may be amended, or compliance therewith
may be waived (either generally or in a particular instance and either
retroactively or prospectively), by a written instrument or written instruments
executed by the Company and the holders of such number of Warrants issued
pursuant to the Purchase Agreement as are exercisable for at least a majority of
all shares of Common Stock issuable pursuant to such Warrants and then unissued;
provided, however, that no such amendment or waiver shall change the number of
Warrant Shares issuable under the Warrants, change the Exercise Price, change
the period during which the Warrants may be exercised or modify any provision of
this Section 13 without the consent of the holders of all such Warrants then
outstanding.

         SECTION 14. Successors. All the covenants and provisions of this
Warrant Certificate by or for the benefit of the Company shall bind and inure to
the benefit of its respective successors and assigns hereunder.

         SECTION 15. Governing Law. This Warrant Certificate shall be construed
in accordance with and governed by the internal laws of the State of Minnesota
applicable to contracts executed and to be performed wholly within such state,
without regard to the principles of conflicts or choice of law.

         SECTION 16. Benefits of this Warrant Certificate. Nothing in this
Warrant Certificate shall be construed to give to any person or entity other
than the Company and the Holder and their respective successors and assigns any
legal or equitable right, remedy or claim under this



                                       17
<PAGE>   18

Warrant Certificate; and this Warrant Certificate shall be for the sole and
exclusive benefit of this Company and the Holder and their respective successors
and assigns.

         SECTION 17. Survival of Rights and Duties. Except for the provisions in
Section 8.2(d), this Warrant Certificate shall terminate and be of no further
force and effect on the earlier of 5:00 P.M. (New York City time) on the
Expiration Date or the date on which all of the Warrants have been exercised.

         SECTION 18. Agreement to be Bound. The Holder acknowledges and hereby
agrees to be bound by such terms and conditions of the Stockholders Agreement
and the Registration Rights Agreement which are applicable to the Holder. Any
and all Warrant Shares issued upon exercise hereof shall, immediately upon such
issuance, and without further action by or on behalf of the Holder or the
Company, become subject to such terms and conditions of the Stockholders
Agreement and the Registration Rights Agreement as are by their terms applicable
to such Warrant Shares.

         SECTION 19. Warrant Obligations Independent of Debt Obligations.
Pursuant to the Purchase Agreement, the Company has issued 12% Senior
Subordinated Notes due February 23, 2006 to the Purchasers. The obligations of
the Company and its Subsidiaries with respect to the Warrants are independent of
the obligations of the Company under the Senior Subordinated Notes, and such
obligations with respect to the Warrants shall remain valid and binding
notwithstanding the failure of performance of, or any breach by the Company or
its Subsidiaries with respect to their obligations under the Senior Subordinated
Notes.

         SECTION 20. Captions. The captions of the Sections and paragraphs of
this Warrant Certificate have been inserted for convenience only and shall have
no substantive effect.


         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed this ____ day of February, 2001.


                                                     LAWSON SOFTWARE, INC.


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

Attest:


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



                                       18
<PAGE>   19






                          FORM OF ELECTION TO PURCHASE

(To Be Executed by the Holder if the Holder Desires to Exercise Warrants
Evidenced by the Foregoing Warrant Certificate)

To       Lawson Software, Inc. (the "Company"):

         The undersigned hereby irrevocably elects to exercise ________ Warrants
evidenced by the foregoing Warrant Certificate for, and to purchase thereunder,
_________ full shares of Common Stock issuable upon exercise of said Warrants
and (a)(i) delivery of $_______ in cash, (ii) delivery of Senior Subordinated
Notes of the Company owned by the Holder the principal amount thereof plus
accrued interest thereon to the date of surrender, is not less than the $ in
cash, and (b) delivery of any applicable taxes payable by the undersigned
pursuant to such Warrant Certificate.

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

                                                   PLEASE INSERT SOCIAL SECURITY
                                                   OR TAX IDENTIFICATION NUMBER

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

                                                   -----------------------------
(Please print name and address)
                                                   -----------------------------



         If said number of Warrants shall not be all the Warrants evidenced by
the foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to


--------------------------------------------------------------------------------
                         (Please print name and address)

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

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

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:
Dated:
       ---------------------


<PAGE>   20



                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, _____________________________ hereby sells, assigns
and transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing Warrant Certificate) set opposite the name of such assignee below and
in and to the foregoing Warrant Certificate with respect to said Warrants and
the shares of Common Stock issuable upon exercise of said Warrants:

     Name of Assignee                 Address             Number of Warrants




         If the total of said Warrants shall not be all the Warrants evidenced
by the foregoing Warrant Certificate, the undersigned requests that a new
Warrant Certificate evidencing the Warrants not so assigned be issued in the
name of and delivered to the undersigned.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                       -------------------------
                                                  Title:
                                                       -------------------------
Dated:
      ------------------------

<PAGE>   21






                            FORM OF CONVERSION NOTICE

                [To be executed only upon conversion of Warrant]

To Lawson Software, Inc. (The "Company")

         The undersigned registered holder of the within Warrant hereby
irrevocably converts such Warrant with respect to ______________ (1) shares of
the Common Stock which such holder would be entitled to receive upon the
exercise hereof, and requests that the certificates for such shares be issued in
the name of, and delivered to _____________, whose address is ______________.


Dated:
                                      ------------------------------------------
                                      (Signature must conform in all respects
                                      to name of holder as specified on the face
                                      of Warrant)

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

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


----------
     (1) Insert here the number of shares called for on the face of this Warrant
(or, in the case of a partial exercise, the portion thereof as to which this
Warrant is being exercised), in either case without making any adjustment for
additional shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this Warrant,
may be delivered upon exercise. In the case of a partial exercise, a new Warrant
or Warrants will be issued and delivered, representing the unexercised portion
of the Warrant, to the holder surrendering the Warrant.