Exhibit 10.3

                                INCENTIVE WARRANT

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY OTHER
APPLICABLE  SECURITIES  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES  ACT OR PURSUANT TO A TRANSACTION  WHICH IS EXEMPT FROM, OR
NOT  SUBJECT  TO,  SUCH  REGISTRATION.  THE  HOLDER OF THIS  CERTIFICATE  IS THE
BENEFICIARY OF CERTAIN  OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE
AGREEMENT,  DATED AS OF JUNE 18, 2001, BETWEEN INTERNATIONAL  FIBERCOM, INC. AND
CRESCENT  INTERNATIONAL  LTD. A COPY OF THE PORTION OF THE  AFORESAID  AGREEMENT
EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM INTERNATIONAL FIBERCOM,  INC.'S
EXECUTIVE OFFICES.

                                                                   June 20, 2001

     Warrant to Purchase up to 509,554  shares of Common Stock of  International
FiberCom, Inc. (hereinafter, the "INCENTIVE Warrant").

     International  FiberCom,  Inc. an entity  organized and existing  under the
laws of the State of  Arizona  (the  "COMPANY"),  hereby  agrees  that  Crescent
International Ltd. (the "INVESTOR") or any other Warrant Holder is entitled,  on
the terms and  conditions  set forth below,  to purchase from the Company at any
time during the Exercise  Period (as defined below) up to 509,554 fully paid and
nonassessable  shares of Common  Stock,  no par value per share,  of the Company
(the "COMMON STOCK"),  as the same may be adjusted from time to time pursuant to
Section 6 hereof,  at the Exercise Price (as defined below),  as the same may be
adjusted pursuant to Section 6 hereof.  The resale of the shares of Common Stock
or other securities issuable upon exercise or exchange of this Incentive Warrant
is subject to the provisions of the  Registration  Rights  Agreement (as defined
below).

     SECTION 1. DEFINITIONS.

          "AGGREGATE  EXERCISE  PRICE" shall mean,  with respect to any exercise
(in whole or in part) of this Incentive Warrant the Exercise Price multiplied by
the total number of shares of Common Stock for which this  Incentive  Warrant is
being exercised.

          "AGREEMENT" shall mean the Stock Purchase Agreement,  dated as of June
18, 2001, between the Company and the Investor.

          "EXERCISE  DATE" shall mean, with respect to any exercise (in whole or
in part) of this  Incentive  Warrant  the date the  Exercise  Notice  is sent by
facsimile to the Company.
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          "EXERCISE  NOTICE" shall mean,  with respect to any exercise (in whole
or in part) of this  Incentive  Warrant the  exercise  form  attached  hereto as
Exhibit A, duly executed by the Warrant Holder.

          "EXERCISE  PERIOD"  shall mean the period  beginning 180 calendar days
after the date  hereof and  continuing  until the  expiration  of the  five-year
period thereafter;  provided that such period shall be extended one day for each
day  after  the  date  hereof,  that the  Registration  Statement  covering  (i)
Commitment Shares purchased by the Investor, (ii) the Protective Warrant Shares,
if any, related to any Sales and (iii) the Incentive Warrant Shares  purchasable
through exercise of this Incentive  Warrant,  is not effective during the period
such  Registration  Statement  is  required  to be  effective  pursuant  to  the
Registration Rights Agreement.

          "EXERCISE PRICE" as of the date hereof shall mean $5.8875 per share of
Common  Stock,  subject  to the  adjustments  provided  for in Section 6 of this
Incentive Warrant.

          "PER SHARE WARRANT VALUE" shall mean, with respect to any exercise (in
whole  or in part) of this  Incentive  Warrant  the  difference  resulting  from
subtracting  the  Exercise  Price from the  Closing  Trade Price of one share of
Common Stock on the Trading Day immediately preceding the Exercise Date.

          "REGISTRATION  RIGHTS  AGREEMENT" shall mean the  registration  rights
agreement, dated June 18, 2001 between the Company and the Investor.

          "WARRANT HOLDER" shall mean the Investor or any assignee or transferee
of all or any portion of this Incentive Warrant.

          Other  capitalized  terms used but not defined herein shall have their
respective meanings set forth in the Agreement.

     SECTION 2. EXERCISE; CASHLESS EXERCISE.

          (a) METHOD OF  EXERCISE.  This  Incentive  Warrant may be exercised in
whole or in part (but not as to a fractional share of Common Stock), at any time
and from time to time during the Exercise  Period,  by the Warrant Holder by the
delivery  by  facsimile  of an executed  and  completed  Exercise  Notice to the
Company and delivery to the Company within five Trading Days  thereafter of this
Incentive  Warrant,  the original  Exercise  Notice and the  Aggregate  Exercise
Price.

          (b) PAYMENT OF AGGREGATE  EXERCISE  PRICE.  Subject to  paragraph  (c)
below, payment of the Aggregate Exercise Price shall be made by wire transfer of
immediately  available  funds to an account  designated  by the Company.  If the
amount  of the  payment  received  by the  Company  is less  than the  Aggregate
Exercise Price,  the Warrant Holder will be notified of the deficiency and shall
make payment in that amount  within 5 Trading Days of such notice.  In the event
the payment exceeds the Aggregate  Exercise  Price,  the Company will refund the
excess to the Warrant  Holder  within 3 Trading Days of both the receipt of such
payment and the knowledge of such excess.

          (c) CASHLESS  EXERCISE.  As an alternative to payment of the Aggregate
Exercise  Price in accordance  with Section 2(b) above,  the Warrant  Holder may
elect to effect a cashless exercise,  if permissable under this Section 3(c), by
so indicating on the Exercise  Notice and including a calculation  of the number

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of shares of Common Stock to be issued upon such exercise in accordance with the
terms hereof (a "CASHLESS  EXERCISE").  The Warrant Holder may elect to effect a
Cashless  Exercise  upon the  occurrence  or  continuation  of any of the events
described in Section 2.1(g) (ii),  (iii),  and (iv) of the  Registration  Rights
Agreement (whether the Company has or has not notified the Warrant Holder of any
such event) in respect of one or more Registration Statements (as defined in the
Registration Rights Agreement) covering the shares of Common Stock issuable upon
exercise of this  Incentive  Warrant,  or upon the delisting of the Common Stock
from the Principal Market. Additionally,  the Warrant Holder may elect to effect
a Cashless Exercise upon the occurrence, and continuation for a period exceeding
22  Trading  Days  from  such  occurrence,  of any event  described  in  Section
2.1(g)(vi) of the Registration  Rights Agreement (whether the Company has or has
not  notified  the  Warrant  Holder of any such event) in respect of one or more
Registration  Statements  (as  defined  in the  Registration  Rights  Agreement)
covering the shares of Common Stock  issuable  upon  exercise of this  Incentive
Warrant. In the event of a Cashless Exercise, the Warrant Holder shall surrender
this Incentive  Warrant for that number of shares of Common Stock  determined by
(i) multiplying the number of Incentive  Warrant Shares for which this Incentive
Warrant is being  exercised by the Per Share Warrant Value and (ii) dividing the
product  by the  Closing  Trade  Price of one share of the  Common  Stock on the
Trading Day immediately preceding the Exercise Date.

          (d) REPLACEMENT  WARRANT.  In the event that the Incentive  Warrant is
not exercised in full,  the number of Incentive  Warrant Shares shall be reduced
by the number of such Incentive  Warrant Shares for which this Incentive Warrant
is exercised, and the Company, at its expense, shall forthwith issue and deliver
to the Warrant  Holder a new Incentive  Warrant of like tenor in the name of the
Warrant  Holder or as the Warrant Holder may request,  reflecting  such adjusted
number of Incentive Warrant Shares.

     SECTION  3.  TEN  PERCENT  LIMITATION.  At no time may the  Warrant  Holder
exercise this Incentive Warrant such that the number of Incentive Warrant Shares
to be received  pursuant to such  exercise  aggregated  with all other shares of
Common  Stock  then  owned  by  the  Warrant  Holder   beneficially   or  deemed
beneficially  owned (as such term is defined in Rule  13(d)  under the  Exchange
Act) by the Warrant Holder and its affiliates would result in the Warrant Holder
and its affiliates owning more than 9.9% of all of such Common Stock as would be
outstanding  on such Exercise  Date,  as  determined in accordance  with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

     SECTION 4. DELIVERY OF STOCK CERTIFICATES.

          (a) Subject to the terms and conditions of this Incentive Warrant,  as
soon as practicable  after the exercise of this Incentive  Warrant in full or in
part,  and in any event  within five (5) Trading  Days after  surrender  of this
Incentive  Warrant to the  Company at the address set forth in Section 11 hereof
and  payment  of the  Aggregate  Exercise  Price,  the  Company  at its  expense
(including, without limitation, the payment by it of any applicable issue taxes)
will cause to be issued in the name of and delivered to the Warrant  Holder,  or
as the Warrant Holder lawfully may direct, a certificate or certificates for the
number of validly issued, fully paid and non-assessable Incentive Warrant Shares
to which the Warrant  Holder shall be entitled on such  exercise,  together with
any  other  stock  or  other  securities  or  property  (including  cash,  where
applicable)  to which the  Warrant  Holder is  entitled  upon such  exercise  in
accordance with the provisions hereof; PROVIDED, HOWEVER, that any such delivery
to a location  outside  of the United  States  also  shall be made  within  five
Trading Days after the exercise of this Incentive Warrant in full or in part.

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          (b) This  Incentive  Warrant  may not be  exercised  as to  fractional
shares of  Common  Stock.  In the  event  that the  exercise  of this  Incentive
Warrant, in full or in part, would result in the right to acquire any fractional
share of  Common  Stock,  then in such  event  such  fractional  share  shall be
considered  a whole  share of Common  Stock and shall be added to the  number of
Incentive  Warrant  Shares  issuable  to the  Investor  upon  exercise  of  this
Incentive Warrant.

     SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

          (a) The Company shall take all necessary action and proceedings as may
be required and permitted by applicable  law, rule and  regulation for the legal
and valid issuance of this Incentive Warrant and the Incentive Warrant Shares to
the Warrant Holder.

          (b) At all times during the Exercise  Period,  the Company  shall take
all steps reasonably  necessary and within its control to insure that the Common
Stock remains listed or quoted on the Principal Market.

          (c) The Incentive  Warrant Shares,  when issued in accordance with the
terms hereof, will be duly authorized and, when paid for or issued in accordance
with the terms hereof, shall be validly issued, fully paid and non-assessable.

          (d) The  Company  has  authorized  and  reserved  for  issuance to the
Warrant  Holder  the  requisite  number of  shares of Common  Stock to be issued
pursuant to this Incentive  Warrant.  The Company at all times shall reserve and
keep  available,  solely for issuance and delivery as Incentive  Warrant  Shares
hereunder, such shares of Common Stock as from time to time shall be issuable as
Incentive Warrant Shares, and accordingly shall adjust the number of such shares
of Common Stock promptly upon the  occurrence of any of the events  specified in
Section 6 hereof.

     SECTION 6.  ADJUSTMENT  OF THE  EXERCISE  PRICE.  The  Exercise  Price and,
accordingly,  the number of Incentive  Warrant Shares  issuable upon exercise of
the Incentive Warrant, shall be subject to adjustment from time to time upon the
happening of certain events as follows:

          (a) RECLASSIFICATION, CONSOLIDATION, MERGER; MANDATORY SHARE EXCHANGE;
SALE  TRANSFER  OR LEASE OF  ASSETS.  If the  Company,  at any time  while  this
Incentive  Warrant is unexpired and not exercised in full, (i)  reclassifies  or
changes its  Outstanding  Capital  Shares (other than a change in par value,  or
from par value to no par value per share,  or from no par value per share to par
value or as a result of a subdivision or  combination of outstanding  securities
issuable upon exercise of this Incentive Warrant) or (ii)  consolidates,  merges
or effects a  mandatory  share  exchange  (x) with or into  another  corporation
(other than a merger or mandatory  share  exchange with another  corporation  in
which the Company is a  continuing  corporation  and that does not result in any
reclassification or change,  other than a change in par value, or from par value
to no par value per share,  or from no par value per share to par value,  or (y)
as a result of a  subdivision  or  combination  of  Outstanding  Capital  Shares
issuable upon exercise of the  Incentive  Warrant) or (iii) sells,  transfers or
leases  all or  substantially  all of its  assets,  then in any such  event  the

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Company, or such successor or purchasing corporation, as the case may be, shall,
without payment by the Warrant Holder of any additional  consideration therefor,
amend this Incentive  Warrant or issue a new warrant  providing that the Warrant
Holder  shall have rights not less  favorable  to the Warrant  Holder than those
then  applicable to this  Incentive  Warrant and to receive upon exercise  under
such amendment of this Incentive  Warrant or new warrant,  in lieu of each share
of Common Stock  theretofore  issuable upon exercise of this  Incentive  Warrant
hereunder,  the kind and amount of shares of stock,  other securities,  money or
property receivable upon such reclassification,  change, consolidation,  merger,
mandatory share exchange,  lease, sale or transfer by the holder of one share of
Common Stock issuable upon exercise of the Incentive  Warrant had this Incentive
Warrant  been  exercised  immediately  prior to such  reclassification,  change,
consolidation,  merger,  mandatory  share exchange or sale or transfer  (without
giving effect to the limitation on ownership set forth in Section 3 hereof), and
an appropriate  provision for the foregoing shall be made by the Company as part
of any such event.  Such amended  Incentive Warrant or new warrant shall provide
for adjustments that shall be as nearly  equivalent as may be practicable to the
adjustments  provided for in this Section 6. The provisions of this Section 6(a)
shall similarly apply to successive reclassifications,  changes, consolidations,
mergers, mandatory share exchanges, sales, transfers and leases.

          (b)  SUBDIVISION  OR COMBINATION OF SHARES;  STOCK  DIVIDENDS.  If the
Company, at any time while this Incentive Warrant is unexpired and not exercised
in full,  shall  subdivide  its Common Stock,  combine its Common  Stock,  pay a
dividend in its Capital  Shares,  or make any other  distribution of its Capital
Shares,  then the Exercise  Price shall be adjusted,  as of the date the Company
shall take a record of the  holders  of its  Capital  Shares for the  purpose of
effecting such subdivision, combination or dividend or other distribution (or if
no  such  record  is  taken,  as of the  effective  date  of  such  subdivision,
combination,  dividend  or other  distribution),  to that  price  determined  by
multiplying the Exercise Price in effect  immediately prior to such subdivision,
combination, dividend or other distribution by a fraction:

               (i)  the  numerator  of  which  shall  be  the  total  number  of
Outstanding  Capital Shares immediately prior to such subdivision,  combination,
dividend or other distribution, and

               (ii) the  denominator  of  which  shall be the  total  number  of
Outstanding  Capital Shares  immediately  after such  subdivision,  combination,
dividend or other  distribution.  The  provisions of this Section 6(b) shall not
apply under any of the circumstances for which an adjustment is made pursuant to
Section 6(a).

          (c) LIQUIDATING DIVIDENDS, ETC. If the Company, at any time while this
Incentive  Warrant is unexpired and not exercised in full,  makes a distribution
of its assets or evidences of  indebtedness to the holders of its Capital Shares
as a dividend in  liquidation  or by way of return of capital or other than as a
dividend  payable out of earnings or surplus  legally  available  for  dividends
under  applicable law or any distribution to such holders made in respect of the
sale of all or substantially all of the Company's assets, or any spin-off of any
of the Company's lines of business,  divisions or subsidiaries (other than under
the circumstances  provided for in the foregoing  subsections (a) and (b)), then
the  Warrant  Holder  shall be  entitled  to receive  upon such  exercise of the
Incentive  Warrant in addition to the  Incentive  Warrant  Shares  receivable in
connection  therewith,  and without payment of any consideration  other than the
Exercise  Price, an amount in cash equal to the value of such  distribution  per

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Capital Share multiplied by the number of Incentive  Warrant Shares that, on the
record  date for such  distribution,  are  issuable  upon such  exercise  of the
Incentive  Warrant  (without  giving  effect to the  limitation on ownership set
forth in Section 3 hereof), and an appropriate  provision therefor shall be made
by the  Company as part of any such  distribution.  The value of a  distribution
that is paid in other than cash shall be  determined  in good faith by the Board
of Directors of the Company.

          (d)  ADJUSTMENT  OF NUMBER OF  SHARES.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to any  provisions  of this  Section 6, the number of
Incentive Warrant Shares issuable  hereunder at the option of the Warrant Holder
shall be calculated,  to the nearest one hundredth of a whole share, multiplying
the number of Incentive  Warrant  Shares  issuable  prior to an  adjustment by a
fraction:

               (i) the numerator of which shall be the Exercise Price before any
adjustment pursuant to this Section 6; and

               (ii) the  denominator  of which shall be the Exercise Price after
such adjustment.

          (e) OTHER ACTION AFFECTING CAPITAL SHARES. In the event after the date
hereof the Company  shall take any action  affecting  the number of  Outstanding
Capital  Shares,  other  than an  action  specifically  described  in any of the
foregoing  subsections  (a) through (c) hereof,  inclusive  (including,  without
limitation,  a subdivision or  combination of Common Stock,  or the payment of a
dividend  in  its  Capital  Shares  or  any  other  distribution),  that  in the
reasonable  opinion of the Warrant Holder would have a materially adverse effect
upon the rights of the Warrant  Holder at the time of exercise of the  Incentive
Warrant, the Exercise Price shall be adjusted in such manner and at such time as
the  Board of  Directors  on the  advice  of the  Company's  independent  public
accountants shall in good faith determine to be equitable in the circumstances.

          (f) NOTICE OF CERTAIN  ACTIONS.  In the event the Company shall,  at a
time while the Incentive  Warrant is unexpired and outstanding,  take any action
pursuant to subsections  (a) through (e) of this Section 6 that may result in an
adjustment of the Exercise Price, the Company shall notify the Warrant Holder of
such action 10 days in advance of its  effective  date in order to afford to the
Warrant Holder an  opportunity  to exercise the Incentive  Warrant prior to such
action becoming effective.

          (g) NOTICE OF  ADJUSTMENTS.  Whenever the Exercise  Price or number of
Incentive  Warrant  Shares shall be adjusted  pursuant to Section 6 hereof,  the
Company  shall  promptly  deliver by facsimile,  with the original  delivered by
express  courier  service in accordance  with Section 11 hereof,  a certificate,
which shall be signed by the Company's  President or a Vice President and by its
Treasurer or  Assistant  Treasurer  or its  Secretary  or  Assistant  Secretary,
setting  forth in reasonable  detail the event  requiring  the  adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including a description of the basis on which the Company's  Board of Directors
made  any  determination  hereunder),  and the  Exercise  Price  and  number  of
Incentive Warrant Shares  purchasable at that Exercise Price after giving effect
to such adjustment.

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     SECTION  7. NO  IMPAIRMENT.  The  Company  will not,  by  amendment  of its
Articles  or  By-Laws  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 Incentive Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such  action as
may be  necessary or  appropriate  in order to protect the rights of the Warrant
Holder against impairment. Without limiting the generality of the foregoing, the
Company (a) will not  increase  the par value of any  Incentive  Warrant  Shares
above the amount payable  therefor on such exercise,  and (b) will take all such
action as may be reasonably  necessary or  appropriate in order that the Company
may validly and legally  issue fully paid and  nonassessable  Incentive  Warrant
Shares on the exercise of this Incentive Warrant.

     SECTION 8.  RIGHTS AS  STOCKHOLDER.  Prior to  exercise  of this  Incentive
Warrant and except as provided in Section 6 hereof, the Warrant Holder shall not
be entitled to any rights as a  stockholder  of the Company  with respect to the
Incentive Warrant Shares,  including (without limitation) the right to vote such
shares,  receive  dividends  or other  distributions  thereon or be  notified of
stockholder  meetings.  However,  in the event of any taking by the Company of a
record of the holders of any class of securities  for the purpose of determining
the holders  thereof who are entitled to receive any dividend (other than a cash
dividend)  or other  distribution,  any  right to  subscribe  for,  purchase  or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive any other right, the Company shall mail to each Warrant
Holder,  at  least  10 days  prior  to the  date  specified  therein,  a  notice
specifying  the date on which any such  record is to be taken for the purpose of
such  dividend,  distribution  or right,  and the amount and  character  of such
dividend, distribution or right.

     SECTION 9.  REPLACEMENT  OF  INCENTIVE  WARRANT.  Upon  receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of the Incentive  Warrant and, in the case of any such loss, theft or
destruction of the Incentive Warrant, upon delivery of an indemnity agreement or
security  reasonably  satisfactory  in form and amount to the Company or, in the
case of any such  mutilation,  on surrender and  cancellation  of such Incentive
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Incentive Warrant of like tenor.

     SECTION 10. RESTRICTED SECURITIES.

          (a)  REGISTRATION OR EXEMPTION  REQUIRED.  This Incentive  Warrant has
been issued in a transaction  exempt from the  registration  requirements of the
Securities  Act in  reliance  upon  Section  4(2) of the  Securities  Act.  This
Incentive  Warrant and the Incentive  Warrant  Shares  issuable upon exercise of
this  Incentive  Warrant  may not be  resold  except  pursuant  to an  effective
registration  statement or an exemption to the registration  requirements of the
Securities Act and applicable state laws.

          (b) LEGEND.  Any  replacement  Incentive  Warrants  issued pursuant to
Section 2 hereof and any Incentive  Warrant Shares issued upon exercise  hereof,
shall bear the following legend:

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          "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE U.S.  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES
          ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN
          RELIANCE UPON AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE
          SECURITIES ACT AND SUCH OTHER SECURITIES  LAWS.  NEITHER THIS SECURITY
          NOR ANY  INTEREST  OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,  SOLD,
          ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE
          DISPOSED OF, EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
          UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION  WHICH IS EXEMPT
          FROM,  OR NOT  SUBJECT  TO,  SUCH  REGISTRATION.  THE  HOLDER  OF THIS
          CERTIFICATE IS THE  BENEFICIARY OF CERTAIN  OBLIGATIONS OF THE COMPANY
          SET FORTH IN A STOCK  PURCHASE  AGREEMENT,  DATED AS OF JUNE 18, 2001,
          BETWEEN INTERNATIONAL FIBERCOM, INC. AND CRESCENT INTERNATIONAL LTD. A
          COPY  OF  THE  PORTION  OF THE  AFORESAID  AGREEMENT  EVIDENCING  SUCH
          OBLIGATIONS  MAY  BE  OBTAINED  FROM  INTERNATIONAL  FIBERCOM,  INC.'S
          EXECUTIVE OFFICES."

     Removal of such  legend  shall be in  accordance  with the  legend  removal
     provisions in the Agreement.

          (c) NO OTHER LEGEND OR STOCK  TRANSFER  RESTRICTIONS.  No legend other
than the one  specified in paragraph (b) of this Section 10 has been or shall be
placed on the share  certificates  representing the Incentive Warrant Shares and
no  instructions  or  "STOP  TRANSFER   ORDERS,"  so  called,   "STOCK  TRANSFER
RESTRICTIONS" or other restrictions have been or shall be given to the Company's
transfer  agent with respect  thereto  other than as expressly set forth in this
Section 10.

          (d)  ASSIGNMENT.  Assuming  the  conditions  of  Section  10(a)  above
regarding registration or exemption have been satisfied,  the Warrant Holder may
sell, transfer,  assign,  pledge or otherwise dispose of this Incentive Warrant,
in whole or in part.  The Warrant  Holder shall deliver a written  notice to the
Company  substantially  in the form of the  assignment  form attached  hereto as
Exhibit B (the  "ASSIGNMENT  NOTICE")  indicating  the person or persons to whom
this Incentive  Warrant shall be assigned and the respective  number of warrants
to be assigned to each assignee.  The Company shall effect the assignment within
ten  days of  receipt  of such  Assignment  Notice,  and  shall  deliver  to the
assignee(s)  designated by the Warrant  Holder a Incentive  Warrant or Incentive
Warrants of like tenor and terms for the specified number of shares.

          (e) INVESTOR'S COMPLIANCE.  Nothing in this Section 10 shall affect in
any way the  Investor's  obligations  under any  agreement  to  comply  with all
applicable securities laws upon resale of the Common Stock.

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     SECTION 11. NOTICES. All notices, demands, requests,  consents,  approvals,
and other communications required or permitted hereunder shall be in writing and
shall be deemed duly given (i) upon  delivery if hand  delivered  at the address
designated  below (if delivered on a business day during normal  business  hours
where such notice is to be received),  or the first  business day following such
delivery (if delivered other than on a business day during normal business hours
where  such  notice is to be  received),  (ii) on the fifth  business  day after
deposit into the mail, if deposited in the mail, registered or certified, return
receipt requested,  postage prepaid,  addressed to the address designated below,
(iii) upon  delivery if delivered by reputable  express  courier  service to the
address   designated  below,  or  (iv)  upon  confirmation  of  transmission  if
transmitted by facsimile to the facsimile number  designated below (if delivered
on a business  day  during  normal  business  hours  where such  notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal  business  hours where such notice is to be
received). The addresses and facsimile numbers for such communications shall be:

     if to the Company:

          International FiberCom, Inc.
          3410 E. University Drive
          Suite 180
          Phoenix, AZ 85034
          Attention: Joseph P. Kealy
          Telephone: (602) 387-4000
          Facsimile: (602) 276-0567

     with a copy (which shall not constitute notice) to:

          Quarles & Brady Streich Lang LLP
          Renaissance One Building
          2 North Central Avenue
          Phoenix, AZ  85004-2391
          Attention: Christian J. Hoffman III, Esq.
          Telephone: (602) 229-5200
          Facsimile: (602) 229-5690

                                        9
<PAGE>
     if to the Investor:

          Crescent International Ltd.
          c/o GreenLight (Switzerland) SA
          84, av Louis-Casai
          P.O. Box 42
          1216 Geneva, Cointrin
          Switzerland
          Attention: Mel Craw/Maxi Brezzi
          Telephone: +41 22 791 71 69
          Facsimile: +41 22 929 53 94

     with a copy (which shall not constitute notice) to:

          Clifford Chance Rogers & Wells LLP
          200 Park Avenue
          New York, NY  10166
          Attention: Earl S. Zimmerman, Esq.
          Telephone: (212) 878-8000
          Facsimile: (212) 878-8375

     Either  party  hereto may from time to time change its address or facsimile
     number for notices  under this Section 11 by giving at least ten (10) days'
     prior  written  notice of such changed  address or facsimile  number to the
     other party hereto.

     SECTION 12.  MISCELLANEOUS.  This Incentive Warrant and any term hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by the party against which enforcement of such change, waiver,  discharge
or  termination  is sought.  The  headings  in this  Incentive  Warrant  are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

                                       10
<PAGE>
     IN  WITNESS  WHEREOF,  this  Incentive  Warrant  was duly  executed  by the
undersigned, thereunto duly authorized, as of the date first set forth above.


INTERNATIONAL FIBERCOM, INC.


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

                                       11