<PAGE>   1
                                                                    EXHIBIT 10.5


================================================================================

                                WARRANT AGREEMENT


                          Dated as of December 21, 2000


                                     between


                           PICCADILLY CAFETERIAS, INC.

                                       and


                     THE BANK OF NEW YORK, as Warrant Agent


               81,000 Warrants to Purchase Shares of Common Stock,


                             No Par Value Per Share

================================================================================



<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
                                                  ARTICLE I

                            ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION
                                           OF WARRANT CERTIFICATES

<S>                                                                                                       <C>
SECTION 1.01 Issuance of Warrants.........................................................................2
SECTION 1.02 Form of Warrant Certificates.................................................................2
SECTION 1.03 Execution of Warrant Certificates............................................................2
SECTION 1.04 Authentication and Delivery..................................................................3
SECTION 1.05 Temporary Warrant Certificates...............................................................3
SECTION 1.06 Separation of Warrants and Notes.............................................................4
SECTION 1.07 Registration.................................................................................4
SECTION 1.08 Registration of Transfers and Exchanges......................................................5
SECTION 1.09 Obligations of the Warrant Agent............................................................10
SECTION 1.10 Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates..........................11
SECTION 1.11 Offices for Exercise, etc...................................................................11

                                                 ARTICLE II

                              DURATION, EXERCISE OF WARRANTS AND EXERCISE PRICE

SECTION 2.01 Duration of Warrants........................................................................12
SECTION 2.02 Exercise, Exercise Price, Settlement and Delivery...........................................12
SECTION 2.03 Cancellation of Warrant Certificates........................................................14

                                                 ARTICLE III

                              OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
                                                  WARRANTS

SECTION 3.01 Enforcement of Rights.......................................................................15
</TABLE>

                                        i

<PAGE>   3


<TABLE>
<S>                                                                                                     <C>
                                                 ARTICLE IV

                                      CERTAIN COVENANTS OF THE COMPANY

SECTION 4.01 Payment of Taxes............................................................................15
SECTION 4.02 Notice of Expiration Date...................................................................15
SECTION 4.03 Reports to Holders..........................................................................16

                                                  ARTICLE V

                                                 ADJUSTMENTS

SECTION 5.01 Adjustment of Exercise Price and Number of Shares Issuable..................................16
SECTION 5.02 Fractional Interest.........................................................................22
SECTION 5.03 When Adjustment Not Required................................................................22
SECTION 5.04 Challenge to Good Faith Determination.......................................................22
SECTION 5.05 Treasury Stock..............................................................................23
SECTION 5.06 Notices to Warrant Holders..................................................................23

                                                 ARTICLE VI

                                        CONCERNING THE WARRANT AGENT

SECTION 6.01 Warrant Agent...............................................................................24
SECTION 6.02 Conditions of Warrant Agent's Obligations...................................................24
SECTION 6.03 Resignation and Appointment of Successor....................................................28

                                                 ARTICLE VII

                                                MISCELLANEOUS

SECTION 7.01 Amendment...................................................................................29
SECTION 7.02 Notices and Demands to the Company and Warrant Agent........................................30
SECTION 7.03 Address for Notices to the Company and for Transmission of
             Documents...................................................................................30
SECTION 7.04 Notices to Holders..........................................................................31
SECTION 7.05 APPLICABLE LAW..............................................................................31
SECTION 7.06 Obtaining of Governmental Approvals.........................................................31
SECTION 7.07 Persons Having Rights Under Agreement.......................................................32
SECTION 7.08 Headings....................................................................................32
SECTION 7.09 Counterparts................................................................................32
</TABLE>

                                       ii

<PAGE>   4


<TABLE>
<S>     <C>                                                                                              <C>
SECTION 7.10 Inspection of Agreement.....................................................................32

EXHIBIT A - Form of Warrant Certificate
EXHIBIT B - Certificate to be Delivered Upon Exchange or Registration of Transfer of Warrants
EXHIBIT C - Transferee Letter of Representation
</TABLE>

                                       iii

<PAGE>   5


                             INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
DEFINED TERM                                                                                         SECTION
------------                                                                                         -------

<S>                                                                                                  <C>
Agreement........................................................................................    Recitals
Business Day.....................................................................................    2.01
Common Stock.....................................................................................    Recitals
Company..........................................................................................    Recitals
Conversions......................................................................................    5.01(g)
Convertible Securities...........................................................................    5.01(c)
Definitive Warrants..............................................................................    1.02
Depository.......................................................................................    1.02
Distribution.....................................................................................    5.01(c)
Election to Exercise.............................................................................    2.02(b)
Exchange Offer Registration Statement............................................................    1.06
Exercisability Date..............................................................................    2.02(a)
Exercise Date....................................................................................    2.02(d)
Exercise Price...................................................................................    2.02(a)
Expiration Date..................................................................................    2.01
Global Warrants..................................................................................    1.02
Indenture........................................................................................    Recitals
Initial Purchaser................................................................................    Recital
Issue Date.......................................................................................    1.08(a)
Majority Holders.................................................................................    5.04
Notes............................................................................................    Recitals
Warrants.........................................................................................    Recitals
Officers' Certificate............................................................................    1.08(f)
Options..........................................................................................    5.01(c)
Registrar........................................................................................    1.07
Registration Rights Agreement....................................................................    7.06
Redemption Warrants..............................................................................    Recitals
Related Parties..................................................................................    6.02(e)
Resale Restriction Termination Date..............................................................    1.08(a)
Securities Act...................................................................................    1.08(a)
Separability Date................................................................................    1.06
Shares...........................................................................................    1.01
Time of Determination............................................................................    5.01(g)
Trustee..........................................................................................    Recitals
Units............................................................................................    Recitals
Warrant Agent....................................................................................    Recitals
Warrant Agent Office.............................................................................    1.11
Warrant Certificates.............................................................................    Recitals
Warrant Register.................................................................................    1.07
Warrants.........................................................................................    Recitals
</TABLE>

                                       iv

<PAGE>   6


                                WARRANT AGREEMENT

     THIS WARRANT AGREEMENT ("Agreement"), dated as of December 21, 2000 is
executed and delivered by and between Piccadilly Cafeterias, Inc., a Louisiana
corporation (together with any successor thereto, the "Company"), and The Bank
of New York, a New York banking corporation, as warrant agent (together with any
successor warrant agent, the "Warrant Agent"), for the benefit of the holders
from time to time of the Warrant Certificates (as hereinafter defined).

     WHEREAS, the Company has entered into a purchase agreement dated December
12, 2000, as amended, (the "Purchase Agreement") with Jefferies & Company, Inc.
(the "Initial Purchaser") in which the Company has agreed, among other things,
to sell to the Initial Purchaser (i) an aggregate of 71,000 units (each a "Fixed
Rate Unit" and collectively, the "Fixed Rate Units"), each Fixed Rate Unit
consisting of $1,000 principal amount of the Company's Series A Senior Secured
Notes due 2007 (the "Fixed Rate Notes") and one warrant (each, a "Warrant," and,
collectively, the "Warrants") to purchase initially 10.51 shares of the
Company's common stock, no par value (the "Common Stock"), and (ii) an aggregate
of 4,500 units (each a "Term B Unit", collectively the "Term B Units" and
together with the Fixed Rate Units, the "Units"), each Term B Unit consisting of
$1,000 principal amount of its Series A Term B Notes due 2007 (the "Term B
Notes" and together with the Fixed Rate Notes, the "Notes") and one Warrant, and
the certificates evidencing the Warrants being hereinafter referred to as
"Warrant Certificates," subject to adjustment in accordance with the terms
hereof; and

     WHEREAS, the Warrants and the Notes comprising part of each issue of Units
shall be separately transferable on the Separability Date (as hereinafter
defined); and

     WHEREAS, in connection with the Company's $5.5 million Term Loan Credit
Agreement (the "Term Loan Credit Facility") dated the date hereof among the
Company, as borrower, Hibernia National Bank, as administrative agent, and each
lender named therein, the Company has issued 5,500 Warrants.

     WHEREAS, the Company and the Warrant Agent wish to set forth in this
Agreement, among other things, the terms and conditions on which the Warrants
may be issued, exchanged, canceled, replaced and exercised;

     NOW, THEREFORE, in consideration of the purchase of the Units by the
Initial Purchaser, the Company and the Warrant Agent execute and deliver this
Agreement for the benefit of the holders from time to time of the Warrant
Certificates.

                                        1

<PAGE>   7


                                    ARTICLE I

             ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION OF
                              WARRANT CERTIFICATES

SECTION 1.01 Issuance of Warrants.

     Each Warrant Certificate shall evidence the number of Warrants specified
therein, and each Warrant evidenced thereby shall represent the right, subject
to the provisions contained herein and therein, to purchase from the Company
(and the Company shall issue and sell to such holder of the Warrant) 10.51 fully
paid and non-assessable shares of the Company's Common Stock (the shares of
Common Stock purchasable upon exercise of a Warrant being hereinafter referred
to as the "Shares" and, where appropriate, such term shall also mean the other
securities or property purchasable and deliverable upon exercise of a Warrant as
provided in Article V) at the price specified herein and therein, in each case
subject to adjustment as provided herein and therein.

SECTION 1.02 Form of Warrant Certificates.

     The Warrant Certificates will initially be issued either in global form
(the "Global Warrants"), substantially in the form of Exhibit A hereto
(including footnote 1 thereto), or in registered form as definitive Warrant
certificates (the "Definitive Warrants"). The Warrant Certificates evidencing
the Global Warrants or the Definitive Warrants to be delivered pursuant to this
Agreement shall be substantially in the form set forth in Exhibit A attached
hereto. Such Global Warrants shall represent such of the outstanding Warrants as
shall be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Warrants from time to time endorsed thereon and
that the aggregate amount of outstanding Warrants represented thereby may from
time to time be reduced or increased, as appropriate. Any endorsement of a
Global Warrant to reflect the amount of any increase or decrease in the amount
of outstanding Warrants represented thereby shall be made by the Warrant Agent
and Depositary (as defined below) in accordance with instructions given by the
holder thereof. The Depository Trust Company shall act as the depositary with
respect to the Global Warrants (the "Depositary") until a successor shall be
appointed by the Company. Upon written request, a Warrant holder may receive
from the Warrant Agent Definitive Warrants as set forth in Section 1.08 hereof.

SECTION 1.03 Execution of Warrant Certificates.

     The Warrant Certificates shall be executed on behalf of the Company by the
chairman of its Board of Directors, its president or any vice president. Such
signature may be the manual or facsimile signature of the present or any future
such officer. Typographical and other minor errors or defects in any such
signature shall not affect the validity or enforceability of any Warrant
Certificate that has been duly countersigned and delivered by the Warrant Agent.

     In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such officer before the Warrant Certificate so
signed shall be delivered by the Warrant

                                        2

<PAGE>   8


Agent or disposed of by the Company, such Warrant Certificate nevertheless may
be delivered or disposed of as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such person as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officer of the Company, although at the date of the execution and delivery of
this Agreement any such person was not such an officer.

SECTION 1.04 Authentication and Delivery.

     Subject to the immediately following paragraph, Warrant Certificates shall
be authenticated by manual signature and dated the date of authentication by the
Warrant Agent and shall not be valid for any purpose unless so authenticated and
dated. The Warrant Certificates shall be numbered and shall be registered in the
Warrant Register (as defined in Section 1.07 hereof).

     Upon the receipt by the Warrant Agent of a written order of the Company,
which order shall be signed by the chairman of its Board of Directors, its
president or any vice president and attested by its secretary or assistant
secretary, and shall specify the amount of Warrants to be authenticated, whether
the Warrants are to be Global Warrants or Definitive Warrants, the date of such
Warrants and such other information as the Warrant Agent may reasonably request,
without any further action by the Company, the Warrant Agent is authorized, upon
receipt from the Company at any time and from time to time of the Warrant
Certificates, duly executed as provided in Section 1.03 hereof, to authenticate
the Warrant Certificates and deliver them. Such authentication shall be by a
duly authorized signatory of the Warrant Agent (although it shall not be
necessary for the same signatory to sign all Warrant Certificates).

     In case any authorized signatory of the Warrant Agent who shall have
authenticated any of the Warrant Certificates shall cease to be such authorized
signatory before the Warrant Certificate shall be disposed of by the Company,
such Warrant Certificate nevertheless may be delivered or disposed of as though
the person who authenticated such Warrant Certificate had not ceased to be such
authorized signatory of the Warrant Agent; and any Warrant Certificate may be
authenticated on behalf of the Warrant Agent by such persons as, at the actual
time of authentication of such Warrant Certificates, shall be the duly
authorized signatories of the Warrant Agent, although at the time of the
execution and delivery of this Agreement any such person is not such an
authorized signatory.

     The Warrant Agent's authentication on all Warrant Certificates shall be in
substantially the form set forth in Exhibit A hereto.

SECTION 1.05 Temporary Warrant Certificates.

     Pending the preparation of definitive Warrant Certificates, the Company may
execute, and the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates, which are printed, lithographed, typewritten or otherwise
produced, substantially of the tenor of the definitive Warrant Certificates in
lieu of which they are issued and with such appropriate insertions, omissions,

                                        3

<PAGE>   9


substitutions and other variations as the officers executing such Warrant
Certificates may determine, as evidenced by their execution of such Warrant
Certificates.

     If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at any office or agency
maintained by the Company for that purpose pursuant to Section 1.11 hereof.
Subject to the provisions of Section 4.01 hereof, such exchange shall be without
charge to the holder. Upon surrender for cancellation of any one or more
temporary Warrant Certificates, the Company shall execute, and the Warrant Agent
shall authenticate and deliver in exchange therefor, one or more definitive
Warrant Certificates representing in the aggregate a like number of Warrants.
Until so exchanged, the holder of a temporary Warrant Certificate shall in all
respects be entitled to the same benefits under this Agreement as a holder of a
definitive Warrant Certificate.

SECTION 1.06 Separation of Warrants and Notes.

     The Notes and the Warrants initially constituting part of the Units will
not be separately transferable until the date (the "Separability Date") which is
the earliest of (i) the effective date of the Exchange Offer Registration
Statement (as defined in the Registration Rights Agreement, (ii) 180 days from
the Issue Date (as defined in Section 1.08(a)(ii)(y) hereof) and (iii) such
earlier date as the Initial Purchaser shall determine. The promissory notes
evidencing the Loan (as defined in the Term Loan Credit Facility) and the
Warrants issued in connection with the Term Loan Credit Facility shall not be
separately transferable until the Separability Date.

SECTION 1.07 Registration.

     The Company will keep, at the office or agency maintained by the Company
for such purpose, a register or registers in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of, and registration of transfer and exchange of, Warrants as provided in this
Article. Each person designated by the Company from time to time as a person
authorized to register the transfer and exchange of the Warrants is hereinafter
called, individually and collectively, the "Registrar". Initially, the Company
shall act as Registrar. Upon written notice to the Warrant Agent and any acting
Registrar, the Company may appoint a successor Registrar for such purposes.

     The Company will at all times designate one person (who may be the Company
and who need not be a Registrar) to act as repository of a master list of names
and addresses of the holders of Warrants (the "Warrant Register"). The Company
will act as such repository unless and until some other person is, by written
notice from the Company to the Warrant Agent and the Registrar, designated by
the Company to act as such. The Company shall cause each Registrar to furnish to
such repository, on a current basis, such information as to all registrations of
transfer and exchanges effected by such Registrar, as may be necessary to enable
such repository to maintain the Warrant Register on as current a basis as is
practicable.

                                        4

<PAGE>   10


SECTION 1.08 Registration of Transfers and Exchanges.

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

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

               (ii) to exchange such Definitive Warrants for an equal number of
     Definitive Warrants, the Warrant Agent shall register the transfer or make
     the exchange as requested if the requirements under this Warrant Agreement
     as set forth in this Section 1.08 for such transactions are met; provided,
     however, that the Definitive Warrants presented or surrendered for
     registration of transfer or exchange:

               (x) shall be duly endorsed or accompanied by a written
         instruction of transfer in form satisfactory to the Company and the
         Warrant Agent, duly executed by the holder thereof or by its attorney,
         duly authorized in writing; and

               (y) in the case of Warrants the offer and sale of which has not
         been registered under the Securities Act of 1933, as amended, (the
         "Securities Act"), and are presented for transfer or exchange prior to
         (x) the date which is two years after the later of the date of original
         issue (the "Issue Date") and the last date on which the Company or any
         affiliate of the Company was the owner of such Warrant, or any
         predecessor thereto and (y) such later date, if any, as may be required
         by any subsequent change in applicable law (the "Resale Restriction
         Termination Date"), such Warrants shall be accompanied, in the sole
         discretion of the Company, by the following additional information and
         documents, as applicable:

                    (A) if such Warrant is being delivered to the Warrant Agent
         by a holder for registration in the name of such holder, without
         transfer, a certification from such holder to that effect (in
         substantially the form of Exhibit B hereto); or

                    (B) if such Warrant is being transferred to a qualified
         institutional buyer (as defined in Rule 144A under the Securities Act)
         in accordance with Rule 144A under the Securities Act or pursuant to an
         exemption from registration in accordance with Rule 144 or Regulation S
         under the Securities Act, a certification to that effect (in
         substantially the form of Exhibit B hereto); or

                    (C) if such Warrant is being transferred to an institutional
         "accredited investor" within the meaning of subparagraph (a)(l),
         (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act, delivery
         of a certification to that effect (in substantially the form of Exhibit
         B hereto) and a letter of representation from the transferee in
         substantially the form of Exhibit C hereto; or

                                        5

<PAGE>   11


                    (D) if such Warrant is being transferred in reliance on
         another exemption from the registration requirements of the Securities
         Act, a certification to that effect (in substantially the form of
         Exhibit B hereto) and an opinion of counsel reasonably acceptable to
         the Company to the effect that such transfer is in compliance with the
         Securities Act.

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

               (i) certification, substantially in the form of Exhibit B hereto,
     that such Definitive Warrant is being transferred to a "qualified
     institutional buyer" (as defined in Rule 144A under the Securities Act) in
     accordance with Rule 144A under the Securities Act;or

               (ii) certification, substantially in the form of Exhibit B
     hereto, that such Definitive Warrant is being transferred to an
     institutional "accredited investor" within the meaning of subparagraph
     (a)(l), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act, a
     letter of representation from the transferee in substantially the form of
     Exhibit C hereto and an opinion of counsel reasonably acceptable to the
     Company to the effect that such transfer is in compliance with the
     Securities Act; and

               (iii) written instructions directing the Warrant Agent to make,
     or to direct the Depositary to make, an endorsement on the Global Warrant
     to reflect an increase in the aggregate amount of the Warrants represented
     by the Global Warrant

then the Warrant Agent shall cancel such Definitive Warrant and cause, or direct
the Depositary to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Warrant Agent, the number of
Warrants represented by the Global Warrant to be increased accordingly. If no
Global Warrant is then outstanding, the Company shall issue and the Warrant
Agent shall authenticate a new Global Warrant in the appropriate amount.

         (c) Transfer and Exchange of Global Warrants. The transfer and exchange
of Global Warrants or beneficial interests therein shall be effected through the
Depositary, in accordance with this Section 1.08 and the procedures of the
Depositary therefor.

         (d) Transfer of a Beneficial Interest in a Global Warrant for a
Definitive Warrant.

               (i) Any person having a beneficial interest in a Global Warrant
     may upon request transfer such beneficial interest for a Definitive
     Warrant. Upon receipt by the Warrant Agent of written instructions or such
     other form of instructions as is customary for the Depositary from the
     Depositary or its nominee on behalf of any person having a beneficial

                                        6

<PAGE>   12


     interest in a Global Warrant and upon receipt by the Warrant Agent of a
     written order or such other form of instructions as is customary for the
     Depositary or the person designated by the Depositary as having such a
     beneficial interest containing registration instructions and, in the case
     of any such transfer or exchange prior to the Resale Restriction
     Termination Date, the following additional information and documents:

                    (A) if such beneficial interest is being transferred to the
         person designated by the Depositary as being the beneficial owner, a
         certification from such person to that effect (in substantially the
         form of Exhibit B hereto); or

                    (B) if such beneficial interest is being transferred to a
         qualified institutional buyer (as defined in Rule 144A under the
         Securities Act) in accordance with Rule 144A under the Securities Act
         or pursuant to an exemption from registration in accordance with Rule
         144 or Regulation S under the Securities Act, a certification to that
         effect from the transferee or transferor (in substantially the form of
         Exhibit B hereto); or

                    (C) if such beneficial interest is being transferred to an
         institutional "accredited investor" within the meaning of subparagraph
         (a)(l), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act,
         delivery of a certification to that effect (in substantially the form
         of Exhibit B hereto), a letter of representation from the transferee in
         substantially the form of Exhibit C hereto and an opinion of counsel
         reasonably acceptable to the Company to the effect that such transfer
         is in compliance with the Securities Act; or

                    (D) if such beneficial interest is being transferred in
         reliance on another exemption from the registration requirements of the
         Securities Act, a certification to that effect (in substantially the
         form of Exhibit B hereto) and an opinion of counsel reasonably
         acceptable to the Company to the effect that such transfer is in
         compliance with the Securities Act;

then the aggregate amount of the Global Warrant will be reduced by the
Depositary or its custodian and, following such reduction, the Company will
execute and, upon receipt of an authentication order in the form of an Officers'
Certificate (as defined), the Warrant Agent will authenticate and deliver to the
transferee a Definitive Warrant.

               (ii) Definitive Warrants issued in exchange for a beneficial
     interest in a Global Warrant pursuant to this Section 1.08(d) shall be
     registered in such names and in such authorized denominations as the
     Depositary, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Warrant Agent in writing. The
     Warrant Agent shall deliver such Definitive Warrants to the persons in
     whose names such Warrants are so registered.

                                        7

<PAGE>   13


         (e) Restrictions on Transfer and Exchange of Global Warrants.
Notwithstanding any other provisions of this Warrant Agreement (other than the
provisions set forth in subsection (f) of this Section 1.08), a Global Warrant
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

         (f) Authentication of Definitive Warrants in Absence of Depositary. If
at any time:

               (i) the Depositary for the Warrants notifies the Company that the
     Depositary is unwilling or unable to continue as Depositary for the Global
     Warrant and a successor Depositary for the Global Warrant is not appointed
     by the Company within 90 days after delivery of such notice or

               (ii) the Company, at its sole discretion, notifies the Warrant
     Agent in writing that it elects to cause the issuance of Definitive
     Warrants under this Warrant Agreement,

then the Company will execute, and the Warrant Agent, upon receipt of an
officers' certificate signed by two officers of the Company (one of whom must be
the principal executive officer, principal financial officer or principal
accounting officer) (an "Officers' Certificate") requesting the authentication
and delivery of Definitive Warrants, will authenticate and deliver Definitive
Warrants, in an aggregate number equal to the aggregate number of warrants
represented by the Global Warrant, in exchange for such Global Warrant.

         (g) Legends.

               (i) Except to the extent permitted by the following paragraph
     (ii), each Warrant Certificate evidencing the Global Warrants and the
     Definitive Warrants (and all Warrants issued in exchange therefor or
     substitution thereof) shall bear a legend substantially to the following
     effect:

     THIS WARRANT (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED, SOLD,
     PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
     ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
     SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
     HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS
     ACQUIRED THIS WARRANT IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH

                                        8

<PAGE>   14


     REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
     "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
     REGULATION D UNDER THE SECURITIES ACT (AN "IAI")), (2) AGREES THAT IT WILL
     NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT EXCEPT (A) TO THE ISSUER OR
     ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY
     BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
     QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
     OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
     SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
     UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
     FURNISHES THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS WARRANT
     (THE FORM OF WHICH CAN BE OBTAINED FROM THE WARRANT AGENT) AND AN OPINION
     OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE
     WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
     OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN
     ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
     STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL
     DELIVER TO EACH PERSON TO WHOM THIS WARRANT OR AN INTEREST HEREIN IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     To the extent a Warrant Certificate evidences a Global Warrant, such
Warrant Certificate shall also bear the legend with respect thereto
substantially in the form set forth on Exhibit A hereto.

               (ii) Upon any sale or transfer of a Warrant pursuant to Rule 144
     under the Securities Act in accordance with this Section 1.08 or an
     effective registration statement under the Securities Act:

                    (A) in the case of any Warrant that is a Definitive Warrant,
         the Warrant Agent shall permit the holder thereof to exchange such
         Warrant for a Definitive Warrant that does not bear the legend set
         forth above and rescind any related restriction on the transfer of such
         Warrant; and

                    (B) any such Warrant represented by a Global Warrant shall
         not be subject to the provisions set forth in (i) above (such sales or
         transfers being subject only to the provisions of Section 1.08(c)
         hereof); provided, however, that with

                                        9

<PAGE>   15


         respect to any request for an exchange of a Warrant that is represented
         by a Global Warrant for a Definitive Warrant that does not bear the
         first paragraph of the legend set forth above, which request is made in
         reliance upon Rule 144 under the Securities Act, the holder thereof
         shall certify in writing to the Warrant Agent that such request is
         being made pursuant to Rule 144 under the Securities Act (such
         certification to be substantially in the form of Exhibit B hereto).

         (h) Cancellation and/or Adjustment of a Global Warrant. At such time as
all beneficial interests in a Global Warrant have either been exchanged for
Definitive Warrants, redeemed, repurchased or canceled, such Global Warrant
shall be returned to or retained and canceled by the Warrant Agent. At any time
prior to such cancellation, if any beneficial interest in a Global Warrant is
exchanged for Definitive Warrants, redeemed, repurchased or canceled, the number
of Warrants represented by such Global Warrant shall be reduced and an
endorsement shall be made on such Global Warrant by the Warrant Agent or the
Depositary to reflect such reduction.

         (i) Obligations with Respect to Transfers and Exchanges of Definitive
Warrants.

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

               (ii) All Definitive Warrants and Global Warrants issued upon any
     registration of transfer or exchange of Definitive Warrants or Global
     Warrants shall be the valid obligations of the Company, entitled to the
     same benefits under this Warrant Agreement as the Definitive Warrants or
     Global Warrants surrendered upon the registration of transfer or exchange.

               (iii) Prior to due presentment for registration of transfer of
     any Warrant, the Warrant Agent and the Company may deem and treat the
     person in whose name any Warrant is registered as the absolute owner of
     such Warrant, and neither the Warrant Agent nor the Company shall be
     affected by notice to the contrary.

         (j) Payment of Taxes. The Company or the Warrant Agent may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any exchange or transfer pursuant to this
Section 1.08.

SECTION 1.09 Obligations of the Warrant Agent.

     The Warrant Agent shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Warrant Agreement or under applicable law with respect to any transfer of any
interest in any Warrant (including any transfers between or among beneficial
owners of interests in any Global Warrant) other than to require delivery of
such certificates and other documentation or evidence as are expressly required
by, and to do so

                                       10

<PAGE>   16


if and when expressly required by the terms of this Warrant Agreement and to
examine the same to determine substantial compliance as to form with the express
requirements hereof.

SECTION 1.10 Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates.

     Upon receipt by the Company and the Warrant Agent (or any agent of the
Company or the Warrant Agent, if requested by the Company) of evidence
satisfactory to them of the loss, theft, destruction, defacement, or mutilation
of any Warrant Certificate and of indemnity reasonably satisfactory to them and,
in the case of mutilation or defacement, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser or holder in due course, the Company shall execute, and an authorized
signatory of the Warrant Agent shall manually authenticate and deliver, in
exchange for or in lieu of the lost, stolen, destroyed, defaced or mutilated
Warrant Certificate, a new Warrant Certificate representing a like number of
Warrants, bearing a number or other distinguishing symbol not contemporaneously
outstanding. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment from the holder of such Warrant
Certificate of a sum sufficient to cover any tax, stamp tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent and the
Registrar) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall constitute an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of (but shall be subject to all the limitations of rights set forth
in) this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 1.10 are exclusive with respect to the replacement of lost, stolen,
destroyed, defaced or mutilated Warrant Certificates and shall preclude (to the
extent lawful) any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement of lost, stolen, destroyed, defaced or mutilated Warrant
Certificates.

     The Warrant Agent is hereby authorized to authenticate and deliver the new
Warrant Certificates required pursuant to the provisions of this Section.

SECTION 1.11 Offices for Exercise, etc.

     So long as any of the Warrants remain outstanding, the Company will
designate and maintain in the continental United States: (a) an office or agency
where the Warrant Certificates may be presented for exercise, (b) an office or
agency where the Warrant Certificates may be presented for registration of
transfer and for exchange (including the exchange of temporary Warrant
Certificates for definitive Warrant Certificates pursuant to Section 1.05
hereof), and (c) an office or agency where notices and demands to or upon the
Company in respect of the Warrants or of this Agreement may be served. The
Company may from time to time change or rescind such designation, as it may deem
desirable or expedient. The Company will give to the Warrant Agent written
notice of the location

                                       11

<PAGE>   17


of any such office or agency and of any change of location thereof. The Company
hereby designates the Warrant Agent at its office in the Borough of Manhattan,
The City of New York (the "Warrant Agent Office"), as the initial agency
maintained for each such purpose.

                                   ARTICLE II

                DURATION, EXERCISE OF WARRANTS AND EXERCISE PRICE

SECTION 2.01 Duration of Warrants.

     Subject to the terms and conditions established herein, the Warrants shall
expire at 5:00 p.m., New York City time, on November 1, 2007 (the "Expiration
Date"). Each Warrant may be exercised on any Business Day (as defined below) on
or after the Exercisability Date (as defined below) and on or prior to the
Expiration Date.

     Any Warrant not exercised before the close of business on the Expiration
Date relating to such Warrant shall become void, and all rights of the holder
under the Warrant Certificate evidencing such Warrant and under this Agreement
shall cease.

     "Business Day" shall mean any day on which (i) banks in the Borough of
Manhattan, The City of New York, (ii) the principal national securities exchange
or market on which the Common Stock is listed or admitted to trading and (iii)
the principal national securities exchange or market, if any, on which the
Warrants are listed or admitted to trading are open for business.

SECTION 2.02 Exercise, Exercise Price, Settlement and Delivery.

         (a) Subject to the provisions of this Agreement, a holder of Warrants
shall have the right to purchase from the Company on or after the Separability
Date (the "Exercisability Date") and on or prior to the Expiration Date 10.51
fully paid and non-assessable Shares per each Warrant such holder owns, subject
to adjustment in accordance with Article V hereof, at the initial purchase price
of $ 1.16875 for each Share purchased subject to adjustment in accordance with
Article V hereof (the "Exercise Price").

         (b) Warrants may be exercised on or after the Exercisability Date by
(i) surrendering at any Warrant Agent Office the Warrant Certificate evidencing
such Warrants with the form of election to purchase Shares set forth on the
reverse side of the Warrant Certificate (the "Election to Exercise") duly
completed and signed by the registered holder or holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney, and
(ii) paying in full the Exercise Price (by delivering the consideration
specified in Section 2.02(c)(i) or Section 2.02(g)) for each such Share
purchased and any other amounts required to be paid pursuant to Section 4.01
hereof.

         (c) Simultaneously with the exercise of each Warrant, payment in full
of the Exercise Price shall be made either (i) in cash or by certified or
official bank check payable to the

                                       12

<PAGE>   18


order of the Company, delivered to the office or agency where the Warrant
Certificate is being surrendered or (ii) by "cashless" or "net-issue" exercise
pursuant to Section 2.02(g). No payment or adjustment shall be made on account
of any dividends on the Shares issued upon exercise of a Warrant.

         (d) Upon such surrender of a Warrant Certificate and payment and
collection of the Exercise Price at any Warrant Agent Office (other than any
Warrant Agent Office that also is an office of the Warrant Agent), such Warrant
Certificate and payment shall be promptly delivered to the Warrant Agent. The
"Exercise Date" for a Warrant shall be the date when all of the items referred
to in paragraph (b) and the first sentence of paragraph (c) of this Section 2.02
are received by the Warrant Agent at or prior to 2:00 p.m., New York City time,
on a Business Day and the exercise of the Warrants will be effective as of such
Exercise Date. If any items referred to in paragraph (b) and the first sentence
of paragraph (c) are received after 2:00 p.m., New York City time, on a Business
Day, the exercise of the Warrants to which such item relates will be effective
on the next succeeding Business Day. Notwithstanding the foregoing, in the case
of an exercise of Warrants on the Expiration Date (as defined in Section 2.01),
if all of the items referred to in the first sentence of paragraphs (b) and (c)
are received by the Warrant Agent at or prior to 5:00 p.m., New York City time,
on such Expiration Date, the exercise of the Warrants to which such items relate
will be effective on the Expiration Date.

         (e) Subject to Section 2.02(g), upon the exercise of a Warrant in
accordance with the terms hereof, the receipt of a Warrant Certificate and
payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount
equal to the Exercise Price to be paid to the Company by crediting the same to
the account designated by the Company in writing to the Warrant Agent for that
purpose; (ii) advise the Company promptly by telephone of the amount so
deposited to the Company's account and promptly confirm such telephonic advice
in writing; and (iii) as soon as practicable, advise the Company in writing of
the number of Warrants (giving effect to Section 5.01(o) below) exercised in
accordance with the terms and conditions of this Agreement and the Warrant
Certificates, the instructions of each exercising holder of the Warrant
Certificates with respect to delivery of the Shares to which such holder is
entitled upon such exercise, and such other information as the Company shall
reasonably request.

         (f) Subject to Section 5.02 hereof, as soon as practicable after the
exercise of any Warrant or Warrants in accordance with the terms hereof, the
Company shall issue or cause to be issued to or upon the written order of the
registered holder of the Warrant Certificate evidencing such exercised Warrant
or Warrants, a certificate or certificates evidencing the Shares to which such
holder is entitled, in fully registered form, registered in such name or names
as may be directed by such holder pursuant to the Election to Exercise, as set
forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no
obligation to ascertain the number of Shares to be issued with respect to the
exercised Warrant or Warrants. Such certificate or certificates evidencing the
Shares shall be deemed to have been issued and any persons who are designated to
be named therein shall be deemed to have become the holder of record of such
Shares as of the close of business on the Exercise Date. After such exercise of
any Warrant or Warrants, the Company shall also issue or cause to be issued to
or upon the written order of the registered holder of such Warrant Certificate,
a new

                                       13

<PAGE>   19


Warrant Certificate, countersigned by the Warrant Agent pursuant to the
Company's written instruction, evidencing the number of Warrants, if any,
remaining unexercised unless such Warrants shall have expired.

         (g) A holder of Warrants shall have the right to exercise such holder's
Warrants to receive whole shares of Common Stock in a "cashless or "net-issue"
exercise upon compliance with the exercise procedures in Section 2.02(b)(i),
without any payment in cash or certified or official bank check or otherwise, in
which event the Company shall issue to such holder a number of shares of Common
Stock 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,
         provided that no fractional shares shall be issued.

         Y = the number of shares of Common Stock with respect to which such
         holder has exercised Warrants.

         A = the current market price of the Common Stock (as determined by
         Section 5.01(g)).

         B = the Exercise Price.

SECTION 2.03 Cancellation of Warrant Certificates.

     In the event the Company shall purchase or otherwise acquire Warrants, the
Warrant Certificates evidencing such Warrants may thereupon be delivered to the
Warrant Agent, and if so delivered, shall be canceled by it and retired. The
Warrant Agent shall cancel all Warrant Certificates properly surrendered for
exchange, substitution, transfer or exercise. The Warrant Agent shall dispose of
canceled Warrant Certificates held by it in accordance with its procedures then
in effect for the disposition of canceled securities and deliver a certificate
of disposition to the Company. The Warrant Agent shall account promptly to the
Company with respect to Warrants exercised and concurrently pay to the Company
all money received by the Warrant Agent for the purchase of Warrant Shares
through the exercise of such Warrants.

                                       14

<PAGE>   20


                                   ARTICLE III

           OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

SECTION 3.01 Enforcement of Rights.

         (a) Notwithstanding any of the other provisions of this Agreement, any
holder of any Warrant Certificate, without the consent of the Warrant Agent, the
holder of any Shares or the holder of any other Warrant Certificate, may, in and
for its own behalf, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, its right to exercise the
Warrant or Warrants evidenced by its Warrant Certificate as provided in such
Warrant Certificate and in this Agreement.

         (b) Neither the Warrants nor any Warrant Certificate shall entitle the
holders thereof to any of the rights of a holder of Shares, including, without
limitation, the right to vote or to receive any dividends or other payments or
to consent or to receive notice as stockholders in respect of the meetings of
stockholders or for the election of directors of the Company or to share in the
assets of the Company in the event of the liquidation, dissolution or winding up
of the Company's affairs or any other matter, or any rights whatsoever as
stockholders of the Company.

                                   ARTICLE IV

                        CERTAIN COVENANTS OF THE COMPANY

SECTION 4.01 Payment of Taxes.

     The Company will pay all documentary stamp taxes attributable to the
initial issuance of Warrants and of the Shares upon the exercise of Warrants or
to the separation of the Warrants and Notes on the Separability Date; provided,
however, that the Company shall not be required to pay any tax or other
governmental charge which may be payable in respect of any transfer involved in
the issue of any Warrant Certificates or any certificates for Shares in a name
other than the registered holder of a Warrant Certificate surrendered upon the
exercise of a Warrant. In any such case, the Company shall not be required to
issue or deliver such Warrant Certificate or certificate for Shares unless or
until the person or persons requesting issuance thereof shall have paid to the
Company the amount of such tax or other governmental charge or shall have
established to the satisfaction of the Company that such tax or other
governmental charge has been paid or an exemption is available therefrom.

SECTION 4.02 Notice of Expiration Date.

     The Company will give notice of the Expiration Date to all holders of the
then outstanding Warrants, not less than 90 nor more than 120 days prior to the
Expiration Date.

                                       15

<PAGE>   21


SECTION 4.03 Reports to Holders.

     (a) Whether or not required by Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall file
with the Securities and Exchange Commission (the "SEC") (i) within ninety (90)
days after the end of the last fiscal year such annual reports as would be
required by Sections 13 and 15(d) of the Exchange Act, (ii) within forty-five
(45) days after the end of each of the first three fiscal quarters of each
fiscal year such quarterly reports as would be required by Section 13 or 15(d)
of the Exchange Act and (iii) all other reports and information as would be
required by Sections 13 and 15(d) of the Exchange Act. Within fifteen (15) days
after the same shall be filed with the SEC, the Company shall file with the
Warrant Agent, and make available to each holder of Warrants, without cost to
such holder, copies of such reports or other information.

     (b) The Company shall provide the Warrant Agent with a sufficient number of
copies of all reports and other documents and information that the Warrant Agent
may be required to deliver to the holders of the Warrants under this Section
4.03. Delivery of such reports, information and documents to the Warrant Agent
is for informational purposes only and the Warrant Agent's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Warrant Agent is
entitled to rely exclusively on Officer's Certificates).

                                    ARTICLE V

                                   ADJUSTMENTS

SECTION 5.01 Adjustment of Exercise Price and Number of Shares Issuable.

     The number and kind of Shares purchasable upon the exercise of each Warrant
and the Exercise Price shall be subject to adjustment from time to time as
follows:

         (a) Stock Splits, Combinations, etc. In case the Company shall
hereafter (A) pay a dividend or make a distribution on its Common Stock in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (B) subdivide its outstanding shares of Common Stock or (C)
combine its outstanding shares of Common Stock into a smaller number of shares,
the (a) number of Shares purchasable upon exercise of each Warrant immediately
prior thereto shall be adjusted so that the holder of any Warrant thereafter
exercised shall be entitled to receive the number of Shares which such holder
would have owned immediately following such action had such Warrant been
exercised immediately prior thereto, and (b) the Exercise Price shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Shares purchasable
upon the exercise of each Warrant immediately prior to such adjustment, and of
which the denominator shall be the number of Shares purchasable immediately
thereafter. An adjustment made pursuant to this paragraph shall become effective
immediately after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of

                                       16

<PAGE>   22


an adjustment made pursuant to this paragraph, the holder of any Warrant
thereafter exercised shall become entitled to receive shares of two or more
classes of capital stock of the Company, the Board of Directors of the Company
(whose determination shall be conclusive) shall determine the allocation of the
adjusted Exercise Price between or among shares of such classes of capital
stock.

         (b) Reclassification, Combinations, Mergers, etc. In case of any
reclassification or change of outstanding shares of Common Stock (other than as
set forth in paragraph (a) above and other than a change in par value, or from
par value to no par value, or from no par value to par value), or in case of any
consolidation or merger of the Company with or into another corporation or other
entity (other than a merger in which the Company is the continuing corporation
and which does not result in any reclassification or change (other than a change
in the number of outstanding shares that would not otherwise trigger an
adjustment hereunder) of the then-outstanding shares of Common Stock or other
capital stock of the Company (other than a change in par value, or from par
value to no par value, or from par value to par value or as a result of a
subdivision or combination)) or in case of any sale or conveyance to another
corporation or other entity of all or substantially all of the assets of the
Company, then, as a condition of such reclassification, change, consolidation,
merger, sale or conveyance, the Company or such a successor or purchasing
corporation or other entity, as the case may be, shall forthwith make lawful and
adequate provision whereby the holder of such Warrant then outstanding shall
have the right thereafter to receive on exercise of such Warrant the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock issuable upon exercise of such Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance and enter into a supplemental warrant agreement so providing. Such
provisions shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
V. If the issuer of securities deliverable upon exercise of Warrants under the
supplemental warrant agreement is an affiliate of the formed, surviving or
transferee corporation or other entity, that issuer shall join in the
supplemental warrant agreement. The above provisions of this paragraph (b) shall
similarly apply to successive reclassifications and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.

     In case of any such reclassification, merger, consolidation or disposition
of assets, the successor or acquiring corporation or other entity (if other than
the Company) shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant Agreement
to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board of Directors of the
Company) in order to provide for adjustments of shares of the Common Stock for
which each Warrant is exercisable, which shall be as nearly equivalent as
practicable to the adjustments provided for in this Article V. The foregoing
provisions of this Section 5.01(b) shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or dispositions of
assets.

         (c) Issuance of Options or Convertible Securities. In the event the
Company shall, at any time or from time to time after the date hereof, issue,
sell, distribute or otherwise grant

                                       17

<PAGE>   23


in any manner (including by assumption) to all holders of the Common Stock any
rights to subscribe for or to purchase, or any warrants or options for the
purchase of, Common Stock or any stock or securities convertible into or
exchangeable for Common Stock (any such rights, warrants or options being herein
called "Options" and any such convertible or exchangeable stock or securities
being herein called "Convertible Securities") or any Convertible Securities
(other than upon exercise of any Option), whether or not such Options or the
rights to convert or exchange such Convertible Securities are immediately
exercisable, and the price per share at which Common Stock is issuable upon the
exercise of such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (i) the aggregate amount, if any, received or
receivable by the Company as consideration for the issuance, sale, distribution
or granting of all such Options or any such Convertible Security, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise of all such Options or upon conversion or exchange of
all such Convertible Securities, plus, in the case of Options to acquire
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the conversion or exchange of all such
Convertible Securities, by (ii) the total maximum number of shares of Common
Stock issuable upon the exercise of all such Options or upon the conversion or
exchange of all such Convertible Securities or upon the conversion or exchange
of all Convertible Securities issuable upon the exercise of all Options) shall
be less than the current market price per share of Common Stock (determined
pursuant to Section 5.01(g)) on the record date for the issuance, sale,
distribution or granting of such Options (any such event being herein called a
"Distribution") then, effective upon such Distribution, the Exercise Price shall
be reduced to the price (calculated to the nearest 1/1,000 of one cent)
determined by multiplying the Exercise Price in effect immediately prior to such
Distribution by a fraction, the numerator of which shall be the sum of (i) the
number of shares of Common Stock outstanding (exclusive of any treasury shares)
immediately prior to such Distribution multiplied by the current market price
per share of Common Stock (determined pursuant to Section 5.01(g)) on the date
of such Distribution plus (ii) the consideration, if any, received by the
Company upon such Distribution, and the denominator of which shall be the
product of (A) the total number of shares of Common Stock outstanding (exclusive
of any treasury shares) immediately after such Distribution multiplied by (B)
the current market price per share of Common Stock (determined pursuant to
Section 5.01(g)) on the record date for such Distribution. For purposes of the
foregoing, the total maximum number of shares of Common Stock issuable upon
exercise of all such Options or upon the conversion or exchange of all such
Convertible Securities or upon the conversion or exchange of the total maximum
amount of the Convertible Securities issuable upon the exercise of all such
Options shall be deemed to have been issued as of the date of such Distribution
and thereafter shall be deemed to be outstanding and the Company shall be deemed
to have received as consideration therefor such price per share, determined as
provided above. Except as provided in paragraphs (j) and (k) below, no
additional adjustment of the Exercise Price shall be made upon the actual
exercise of such Options or upon conversion or exchange of the Convertible
Securities or upon the conversion or exchange of the Convertible Securities
issuable upon the exercise of such Options. Notwithstanding anything in this
Article V to the contrary, neither the exercise of any options granted to
management pursuant to an employee benefit plan approved by stockholders of the
Company, nor upon the exercise of any outstanding Warrants shall require any
adjustment to either the Exercise Price of the Warrants or the number of shares
issuable upon exercise of the Warrants.

                                       18

<PAGE>   24


         (d) Dividends and Distributions. In the event the Company shall, at any
time or from time to time after the date hereof, distribute to all the holders
of Common Stock any dividends or other distribution of cash, evidences of its
indebtedness, other securities or other properties or assets (in each case other
than (i) dividends payable in Common Stock, Options or Convertible Securities
and (ii) any cash dividend from net profits or surplus), or any options,
warrants or other rights to subscribe for or purchase any of the foregoing, then
the Exercise Price shall be decreased to a price determined by multiplying the
Exercise Price then in effect by a fraction, the numerator of which shall be the
current market price per share of Common Stock (determined pursuant to Section
5.01(g)) on the record date for such distribution less the sum of (X) the cash
portion, if any, of such distribution per share of Common Stock outstanding
(exclusive of any treasury shares) on the record date for such distribution plus
(Y) the then fair market value (as determined in good faith by the Board of
Directors of the Company) per share of Common Stock outstanding (exclusive of
any treasury shares) on the record date for such distribution of that portion,
if any, of such distribution consisting of evidences of indebtedness, other
securities, properties, assets (other than cash), options, warrants or
subscription or purchase rights, and the denominator of which shall be such
current market price per share of Common Stock. The adjustments required by this
paragraph (d) shall be made whenever any such distribution occurs retroactive to
the record date for the determination of stockholders entitled to receive such
distribution.

         (e) This paragraph intentionally omitted.

         (f) This paragraph intentionally omitted.

         (g) Current Market Price. For the purpose of any computation of current
market price, the current market price per share of Common Stock at any date
shall be (x) for purposes of Section 2.02(g) and 5.02, the closing sales price
on the trading day immediately prior to the exercise of the applicable Warrant
and (y) in all other cases, the average of the daily closing prices for the
shorter of (i) the 20 consecutive trading days ending on the last full trading
day on the exchange or market specified in the second succeeding sentence prior
to the Time of Determination (as defined below) and (ii) the period commencing
on the date next succeeding the first public announcement of the issuance, sale,
distribution or granting in question through such last full trading day prior to
the Time of Determination. The term "Time of Determination" as used herein shall
be the time and date of the earlier to occur of (A) the date as of which the
current market price is to be computed and (B) the last full trading day on such
exchange or market before the commencement of "ex-dividend" trading in the
Common Stock relating to the event giving rise to the adjustment required by
paragraph (a), (b), (c) or (d). The closing price for any day shall be the last
reported sale price regular way or, in case no such reported sale takes place on
such day, the average of the closing bid and asked prices regular way for such
day, in each case (1) on the principal national securities exchange on which the
shares of Common Stock are listed or to which such shares are admitted to
trading or (2) if the Common Stock is not listed or admitted to trading on a
national securities exchange, in the over-the- counter market as reported by the
Nasdaq NMS or any comparable system or (3) if the Common Stock is not listed on
the Nasdaq NMS or a comparable system, as furnished by two members of the New
York Stock Exchange, Inc. selected from time to time in good faith by the Board
of Directors of the Company for that purpose. In the absence of all of the
foregoing, or if for any other reason

                                       19

<PAGE>   25


the current market price per share cannot be determined pursuant to the
foregoing provisions of this paragraph (g), the current market price per share
shall be the fair market value thereof as determined in good faith by the Board
of Directors of the Company.

         (h) Certain Distributions. If the Company shall pay a dividend or make
any other distribution payable in Options or Convertible Securities, then, for
purposes of paragraph (c) above, such Options or Convertible Securities shall be
deemed to have been issued or sold without consideration.

         (i) Consideration Received. If any shares of Common Stock, Options or
Convertible Securities shall be issued, sold or distributed for a consideration
other than cash, the amount of the consideration other than cash received by the
Company in respect thereof shall be deemed to be the then fair market value of
such consideration (as determined in good faith by the Board of Directors of the
Company). If 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 without
consideration; provided, however, that if such Options have an exercise price
equal to or greater than the current market price of the Common Stock on the
date of issuance of such Options, then such Options shall be deemed to have been
issued for consideration equal to such exercise price.

         (j) Deferral of Certain Adjustments. No adjustment to the Exercise
Price (including the related adjustment to the number of Shares purchasable upon
the exercise of each Warrant) shall be required hereunder unless such
adjustment, together with other adjustments carried forward as provided below,
would result in an increase or decrease of at least one percent (1%) of the
Exercise Price; provided, however, that any adjustments which by reason of this
paragraph (j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. No adjustment need be made for a
change in the par value of the Common Stock. All calculations under this Section
shall be made to the nearest 1/1,000 of one cent or to the nearest l/1,000th of
a Share, as the case may be.

         (k) Changes in Options and Convertible Securities. If the exercise
price provided for in any Options referred to in paragraph (c) above, the
additional consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in paragraph (c) above, or the rate at which
any Convertible Securities referred to in paragraph (c) above are convertible
into or exchangeable for Common Stock shall change at any time (other than under
or by reason of provisions designed to protect against dilution upon an event
which results in a related adjustment pursuant to this Article V), the Exercise
Price then in effect and the number of Shares purchasable upon the exercise of
each Warrant shall forthwith be readjusted (effective only with respect to any
exercise of any Warrant after such readjustment) to the Exercise Price and
number of Shares so purchasable that would then be in effect had the adjustment
made upon the issuance, sale, distribution or granting of such Options or
Convertible Securities been made based upon such changed purchase price,
additional consideration or conversion rate, as the case may be, but only with
respect to such Options and Convertible Securities as then remain outstanding.

                                       20

<PAGE>   26


         (l) Expiration of Options and Convertible Securities. If, at any time
after any adjustment to the number of Shares purchasable upon the exercise of
each Warrant shall have been made pursuant to paragraph (c) or (k) above or this
paragraph (1), any Options or Convertible Securities shall have expired
unexercised, the number of such Shares purchasable by each Warrant shall, upon
such Expiration, be readjusted and shall thereafter be such as they would have
been had they been originally adjusted (or had the original adjustment not been
required, as the case may be) as if (i) the only shares of Common Stock deemed
to have been issued in connection with such Options or Convertible Securities
were the shares of Common Stock, if any, actually issued or sold upon the
exercise of such Options or Convertible Securities and (ii) such shares of
Common Stock, if any, were issued or sold for the consideration actually
received by the Company upon such exercise plus the aggregate consideration, if
any, actually received by the Company for the issuance, sale, distribution or
granting of all such Options or Convertible Securities, whether or not
exercised; provided, however, that no such readjustment shall have the effect of
decreasing the number of such shares so purchasable by an amount (calculated by
adjusting such decrease to account for all other adjustments made pursuant to
this Article V following the date of the original adjustment referred to above)
in excess of the amount of the adjustment initially made in respect of the
issuance, sale, distribution or granting of such Options or Convertible
Securities.

         (m) Other Adjustments. In the event that at any time, as a result of an
adjustment made pursuant to this Article V, holders of Warrants shall become
entitled to receive any securities of the Company other than shares of Common
Stock, thereafter the number of such other securities so receivable upon
exercise of each Warrant and the Exercise Price applicable to such exercise
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Shares of
Common Stock contained in this Article V.

         (n) Other Action Affecting Common Stock. In case at any time or from
time to time the Company shall take any action in respect of its outstanding
shares of Common Stock, other than any action described in this Article V, then
the number of Shares for which each Warrant is exercisable shall be adjusted in
such manner as may be equitable in the circumstances. If the Company shall at
any time and from time to time issue or sell (i) any shares of any class of
common stock other than Common Stock, (ii) any evidences of its indebtedness,
shares of stock or other securities which are convertible into or exchangeable
for such shares of common stock, with or without the payment of additional
consideration in cash or property, or (iii) any warrants or other rights to
subscribe for or purchase any such shares of common stock or any such evidences,
shares of stock or other securities referred to in (ii) above, then in each such
case such issuance shall be deemed to be of, or in respect of, Common Stock for
purposes of this Article V; provided, however, that, without limiting the
generality of the foregoing, if the Company shall establish a record date for
the purpose of entitling holders of its Common Stock to receive a dividend
payable in, or other distribution of, common stock other than Common Stock,
including shares of non-voting common stock, then the number of Shares for which
each Warrant is exercisable immediately after the occurrence of any such event
shall be adjusted to equal the aggregate number of shares of such common stock
and of Common Stock which a record holder of the same number of Shares for which

                                       21

<PAGE>   27


each Warrant is exercisable immediately prior to the occurrence of such event
would own or be entitled to receive after the happening of such event.

         (o) Statement of Warrant Certificates. Irrespective of any adjustment
in the number or kind of Shares issuable upon the exercise of each Warrant or
the Exercise Price, Warrant Certificates theretofore or thereafter issued shall
continue to express the same number and kind of Shares and Exercise Price as are
stated in the Warrant Certificates initially issuable pursuant to this
Agreement.

SECTION 5.02 Fractional Interest.

     The Company shall not be required to issue fractional shares of Common
Stock on the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of full
shares of Common Stock which shall be issuable upon such exercise shall be
computed on the basis of the aggregate number of shares of Common Stock
acquirable on exercise of the Warrants so presented. If any fraction of a share
of Common Stock would, except for the provisions of this Section, be issuable on
the exercise of any Warrant, the Company shall either (i) pay an amount in cash
calculated by the Company to equal the then current market price per share
(determined pursuant to Section 5.01(g)) multiplied by such fraction computed to
the nearest whole cent or (ii) aggregate all such fractional shares into a whole
number of shares and sell such aggregated fractional shares on behalf of the
holders entitled thereto in a public or private sale and distribute the net cash
proceeds from the sale thereof to such holders pro rata. While the Company will
endeavor to use its best efforts to secure the best available sales price for
such aggregated fractional shares, such price shall not necessarily be the
highest price obtainable for such shares. Holders of Warrants, by their
acceptances of the Warrant Certificates, expressly waive any and all rights to
receive any fraction of a share of Common Stock or a stock certificate or scrip
representing a fraction of a share of Common Stock.

SECTION 5.03 When Adjustment Not Required.

     If the Company shall establish a record date for the purpose of entitling
holders of its Common Stock to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before the
distribution to stockholders thereof, legally abandon its plan to pay or deliver
such dividend, distribution, subscription or purchase rights, then thereafter no
adjustment shall be required by reason of the establishment of such record date
and any such adjustment previously made in respect thereof shall be rescinded
and annulled.

SECTION 5.04 Challenge to Good Faith Determination.

     Whenever the Board of Directors of the Company shall be required to make a
determination in good faith of the fair value of any item under this Article V,
such determination may be challenged in good faith by holders holding a majority
of the outstanding Warrants (the "Majority Holders"), and any dispute shall be
resolved by an investment banking firm of national standing selected by the
Company. The fee of such investment banking firm shall be paid by the Company,
unless such fair

                                       22

<PAGE>   28


market value as determined by the investment banking firm is more than 95% of
the fair market value determined by the Board of Directors of the Company, in
which case the challenging holders shall be jointly and severally liable for
such fee.

SECTION 5.05 Treasury Stock.

     The sale or other disposition of any issued shares of Common Stock owned or
held by or for the account of the Company shall be deemed an issuance thereof
and, except for a voluntary tender or exchange offer made by the Company or any
subsidiary of the Company subject to Section 13(e) of the Exchange Act, a
repurchase thereof and designation of such shares as treasury stock shall not be
deemed to be a redemption thereof for the purposes of this Agreement.

SECTION 5.06 Notices to Warrant Holders.

     In connection with any adjustment of the Exercise Price or in connection
with the Conversion of the Warrants pursuant to this Article V, the Company
shall (i) promptly after such adjustment or Conversion or, if earlier, at least
five (5) days prior to the date on which notice of such adjustment or Conversion
is required to be given, if at all, to The Depository Trust Company cause to be
filed with the Warrant Agent a certificate (A) in the case of any such
adjustment, of a firm of independent public accountants of national standing
selected by the Board of Directors of the Company (who may be the regular
auditors of the Company) setting forth the Exercise Price after such adjustment
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculations are based and setting forth the number of Shares
(or portion thereof) issuable after such adjustment in the Exercise Price, upon
exercise of a Warrant and payment of the adjusted Exercise Price, or (B) in the
case of the Conversion of the Warrants, an Officers' Certificate stating that
the Conversion has become effective, which certificates shall be conclusive
evidence of the correctness of the matters set forth therein, and (ii) promptly
after such adjustment or Conversion cause to be given to each of the holders of
the Warrant Certificates notice of such adjustment or Conversion. The Warrant
Agent shall be entitled to conclusively rely on the above- referenced
certificates and shall be under no duty or responsibility with respect to any
such certificate, except to exhibit the same from time to time to any holder
desiring an inspection thereof during normal business hours upon reasonable
notice. The Warrant Agent shall not at any time be under any duty or
responsibility to any holder to determine whether any facts exist that may
require any adjustment of the number of Shares issuable on exercise of any
Warrant or the Exercise Price or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed in making such
adjustment or the validity or value (or the kind or amount) of any Shares which
may be issuable on exercise of any Warrant or whether or not the Conversion has
taken place. The Warrant Agent shall not be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver any Shares or
stock certificates or other common stock or property upon the exercise of any
Warrant.

     The Company shall, in addition, promptly notify the holders of the Warrant
Certificates of any determination of its Board of Directors pursuant to Section
5.01(n) that any actions affecting its Common Stock generally will not require
an adjustment to the Exercise Price or the number of Shares for which a Warrant
is exercisable, and shall specify in such notice the reasons for such
determination.

                                       23

<PAGE>   29


In the event that the Majority Holders shall challenge any of the calculations
set forth in such notice within 20 days after the Company's delivery thereof,
the Company shall retain a firm of independent certified public accountants of
national standing selected by the Company to prepare and execute a certificate
verifying that no adjustment is required. The Company shall promptly cause a
signed copy of any certificate prepared pursuant to this Section 5.06 to be
delivered to each holder. The Company shall keep at the Warrant Agent Office
copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours upon reasonable notice by
any holder or any prospective purchaser of a Warrant designated by a holder
thereof.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

SECTION 6.01 Warrant Agent.

     Initially, the Company hereby designates The Bank of New York as Warrant
Agent upon the terms and subject to the conditions herein and in the Warrant
Certificates set forth. The Warrant Agent shall have the powers and authority
specifically granted to and conferred upon it in the Warrant Certificates and
this Agreement and such further powers and authority to act on behalf of the
Company as the Company may hereafter grant to or confer upon it and it shall
accept in writing. All of the terms and provisions with respect to such powers
and authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.

SECTION 6.02 Conditions of Warrant Agent's Obligations.

     The Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof and in the Warrant Certificates, including the following,
to all of which the Company agrees and to all of which the rights hereunder of
the holders from time to time of the Warrant Certificates shall be subject:

         (a) The Warrant Agent shall be entitled to compensation to be agreed
upon with the Company in writing for all services rendered by it and the Company
agrees promptly to pay such compensation and to reimburse the Warrant Agent for
its reasonable out-of-pocket expenses (including reasonable fees and expenses of
counsel) incurred without gross negligence or willful misconduct on its part in
connection with the services rendered by it hereunder. The Company also agrees
to indemnify the Warrant Agent, each predecessor Warrant Agent, and their
respective directors, officers, affiliates, agents and employees for, and to
hold it and its directors, officers, affiliates, agents and employees harmless
against, any loss, liability or expense of any nature whatsoever (including,
without limitation, fees and expenses of counsel) incurred without gross
negligence or willful misconduct on the part of the Warrant Agent or predecessor
Warrant Agent, arising out of or in connection with its acting as such Warrant
Agent hereunder and its exercise or failure to exercise of its rights and
performance of its obligations hereunder. The obligations of the Company under
this Section 6.02 shall survive the exercise and the expiration of the Warrant
Certificates and the resignation and removal of the Warrant Agent.

                                       24

<PAGE>   30


         (b) In acting under this Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and
does not assume any obligation or relationship of agency or trust for or with
any of the owners or holders of the Warrant Certificates.

         (c) The Warrant Agent may consult with counsel and any advice or
written opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with such advice or opinion.

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

         (e) The Warrant Agent, and its officers, directors, affiliates and
employees ("Related Parties"), may become the owners of, or acquire any interest
in, Warrant Certificates, shares or other obligations of the Company with the
same rights that it or they would have it if were not the Warrant Agent
hereunder and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of shares or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent
the Warrant Agent or such Related Parties from acting in any other capacity for
the Company.

         (f) The Warrant Agent shall not be under any liability for interest on,
and shall not be required to invest, any money at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.

         (g) The Warrant Agent shall not be under any responsibility in respect
of the validity of this Agreement (or any term or provision hereof) or the
execution and delivery hereof or in respect of the validity or execution of any
Warrant Certificate (except its authentication thereof).

         (h) The recitals and other statements contained herein and in the
Warrant Certificates (except as to the Warrant Agent's authentication thereon)
shall be taken as the statements of the Company and the Warrant Agent assumes no
responsibility for the correctness of the same. The Warrant Agent does not make
any representation as to the validity or sufficiency of this Agreement or the
Warrant Certificates; provided, however, that the Warrant Agent shall not be
relieved of its duty to authenticate the Warrant Certificates as authorized by
this Agreement. The Warrant Agent shall not be accountable for the use or
application by the Company of the proceeds of the exercise of any Warrant.

                                       25

<PAGE>   31


         (i) Before the Warrant Agent acts or refrains from acting with respect
to any matter contemplated by this Warrant Agreement, it may require:

               (1) an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Warrant
     Agreement relating to the proposed action have been complied with; and

               (2) if reasonably necessary in the sole judgment of the Warrant
     Agent, an opinion of counsel for the Company stating that, in the opinion
     of such counsel, all such conditions precedent have been complied with.

     Each Officers' Certificate or, if requested, an opinion of counsel with
respect to compliance with a condition or covenant provided for in this Warrant
Agreement shall include:

         (1) a statement that the person making such certificate or opinion has
read such covenant or condition;

         (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

         (4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

         (j) The Warrant Agent shall be obligated to perform such duties as are
herein and in the Warrant Certificates specifically set forth and no implied
duties or obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement. The Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained in the Warrant Certificates or in the
case of the receipt of any written demand from a holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 7.02 hereof,
to make any demand upon the Company. The Warrant Agent shall not be obligated to
perform any duty to the extent prohibited by law.

         (k) Unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the Company
made or given under any provision of this Agreement shall be sufficient if
signed by its chairman of the Board of Directors, its president, its treasurer,
its controller or any vice president or its secretary or any assistant
secretary.

                                       26

<PAGE>   32


         (l) The Warrant Agent shall have no responsibility in respect of any
adjustment pursuant to Article V hereof.

         (m) The Company agrees that it will perform, execute, acknowledge and
deliver, or cause to be performed, executed, acknowledged and delivered, all
such further and other acts, instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing by the Warrant
Agent of the provisions of this Agreement.

         (n) The Warrant Agent is hereby authorized and directed to accept
written instructions with respect to the performance of its duties hereunder
from any one of the chairman of the Board of Directors, the president, the
treasurer, the controller, any vice president or the secretary of the Company or
any other officer or official of the Company reasonably believed to be
authorized to give such instructions and to apply to such officers or officials
for advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good faith in
accordance with instructions with respect to any matter arising in connection
with the Warrant Agent's duties and obligations arising under this Agreement.
Such application by the Warrant Agent for written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action
proposed to be taken or omitted by the Warrant Agent with respect to its duties
or obligations under this Agreement and the date on or after which such action
shall be taken and the Warrant Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such application on or
after the date specified therein (which date shall be not less than 10 Business
Days after the Company receives such application unless the Company consents to
a shorter period), provided that (i) such application includes a statement to
the effect that it is being made pursuant to this paragraph (n) and that unless
objected to prior to such date specified in the application, the Warrant Agent
will not be liable for any such action or omission to the extent set forth in
such application and (ii) prior to taking or omitting any such action, the
Warrant Agent has not received written instructions objecting to such proposed
action or omission.

         (o) Whenever in the performance of its duties under this Agreement the
Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the chairman of the Board of
Directors, the president, the treasurer, the controller, any vice president or
the secretary of the Company or any other officer or official of the Company
reasonably believed to be authorized to give such instructions and delivered to
the Warrant Agent; and such certificate shall be full authorization to the
Warrant Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

         (p) The Warrant Agent shall not be required to risk or expend its own
funds in the performance of its obligations and duties hereunder.

                                       27

<PAGE>   33


SECTION 6.03 Resignation and Appointment of Successor.

         (a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a Warrant
Agent hereunder.

         (b) The Warrant Agent may at any time resign as Warrant Agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective, provided that such date
shall be at least 30 days after the date on which such notice is given unless
the Company agrees to accept less notice. Upon receiving such notice of
resignation, or in the event the Company shall determine not to continue to act
as its own Warrant Agent, the Company shall promptly appoint a successor Warrant
Agent, qualified as provided in Section 6.03(d) hereof, by written instrument in
duplicate signed on behalf of the Company, one copy of which shall be delivered
to the resigning Warrant Agent and one copy to the successor Warrant Agent. As
provided in Section 6.03(d) hereof, such resignation shall become effective upon
the earlier of (x) the acceptance of the appointment by the successor Warrant
Agent or (y) 30 days after receipt by the Company of notice of such resignation.
The Company may, at any time and for any reason, and shall, upon any event set
forth in the next succeeding sentence, remove the Warrant Agent and appoint a
successor Warrant Agent by written instrument in duplicate, specifying such
removal and the date on which it is intended to become effective, signed on
behalf of the Company, one copy of which shall be delivered to the Warrant Agent
being removed and one copy to the successor Warrant Agent. The Warrant Agent
shall be removed as aforesaid if it shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of the Warrant Agent or of
its property shall be appointed, or any public officer shall take charge or
control of it or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. Any removal of the Warrant Agent and any
appointment of a successor Warrant Agent shall become effective upon acceptance
of appointment by the successor Warrant Agent as provided in Section 6.03(d). As
soon as practicable after appointment of the successor Warrant Agent, the
Company shall cause written notice of the change in the Warrant Agent to be
given to each of the registered holders of the Warrants in the manner provided
for in Section 7.04 hereof.

         (c) Upon resignation or removal of the Warrant Agent, if the Company
shall fail to appoint a successor Warrant Agent within a period of 30 days after
receipt of such notice of resignation or removal, then the holder of any Warrant
Certificate or the Warrant Agent, at the Company's expense, may apply to a court
of competent jurisdiction for the appointment of a successor to the Warrant
Agent. Pending appointment of a successor to the Warrant Agent, either by the
Company or by such a court, the duties of the Warrant Agent shall be carried out
by the Company.

         (d) Any successor Warrant Agent, whether appointed by the Company or by
a court, shall be a bank or trust company in good standing, incorporated under
the laws of the United States of America or any State thereof and having, at the
time of its appointment, a combined capital surplus of at least $50 million.
Such successor Warrant Agent shall execute and deliver to its predecessor and to
the Company an instrument accepting such appointment hereunder and all the
provisions of this Agreement, and thereupon such successor Warrant Agent,
without any further act,

                                       28

<PAGE>   34


deed or conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Warrant Agent hereunder, and such predecessor shall thereupon become
obligated to (i) transfer and deliver, and such successor Warrant Agent shall be
entitled to receive, all securities, records or other property on deposit with
or held by such predecessor as Warrant Agent hereunder and (ii) upon payment of
the amounts then due it pursuant to Section 6.02(a) hereof, pay over, and such
successor Warrant Agent shall be entitled to receive, all money deposited with
or held by any predecessor Warrant Agent hereunder.

         (e) Any corporation or bank into which the Warrant Agent hereunder may
be merged or converted, or any corporation or bank with which the Warrant Agent
may be consolidated, or any corporation or bank resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any
corporation or bank to which the Warrant Agent shall sell or otherwise transfer
all or substantially all of its corporate trust business, shall be the successor
to the Warrant Agent under this Agreement (provided that such corporation or
bank shall be qualified as aforesaid) without the execution or filing of any
document or any further act on the part of any of the parties hereto.

         (f) No Warrant Agent under this Warrant Agreement shall be personally
liable for any action or omission of any successor Warrant Agent or of the
Company.

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.01 Amendment.

     This Agreement and the terms of the Warrants may be amended by the Company
and the Warrant Agent, without the consent of the holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective or inconsistent provision contained herein or
therein or in any other manner which the Company may deem necessary or desirable
and which shall not adversely affect in any material respect the interests of
the holders of the Warrant Certificates.

     The Company and the Warrant Agent may modify this Agreement and the terms
of the Warrants with the consent of not less than a majority in number of the
then outstanding Warrants for the purpose of adding any provision to or changing
in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the holders of the outstanding Warrants;
provided, however, that no such modification that increases the Exercise Price,
reduces the period of time during which the Warrants are exercisable hereunder,
otherwise materially and adversely affects the exercise rights of the holders of
the Warrants, reduces the percentage required for modification, or effects any
change to this Section 7.01 may be made with respect to an outstanding Warrant
without the consent of the holder of such Warrant.

                                       29

<PAGE>   35


     Any modification or amendment made in accordance with this Agreement will
be conclusive and binding on all present and future holders of Warrant
Certificates whether or not they have consented to such modification or
amendment or waiver and whether or not notation of such modification or
amendment is made upon such Warrant Certificates. Any instrument given by or on
behalf of any holder of a Warrant Certificate in connection with any consent to
any modification or amendment will be conclusive and binding on all subsequent
holders of such Warrant Certificate.

SECTION 7.02 Notices and Demands to the Company and Warrant Agent.

     If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions hereof
or of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.

SECTION 7.03 Address for Notices to the Company and for Transmission of
             Documents.

         (a) Any request, notice, direction, authorization, consent, waiver,
demand or other communication permitted or authorized by this Agreement to be
made upon, given or furnished to or filed with the Company or the Warrant Agent
by the other party hereto or by any Holder shall be sufficient for every purpose
hereunder if in writing (including telecopy communication) and telecopied or
delivered by hand (including by courier service) as follows:

         If to the Company, to it at:

                  Piccadilly Cafeterias, Inc.
                  322 Sherwood Forest Boulevard
                  Baton Rouge, Louisiana 70816
                  Attention: Chief Financial Officer
                  Telecopy No. (212) 296-8332

                        or

                  If to the Warrant Agent, to it at:

                  The Bank of New York
                  101 Barclay Street
                  Floor 21 West
                  New York, New York 10286
                  Attention: Corporate Trust Administration
                  Telecopy No. (212) 815-5915

                                       30

<PAGE>   36


or, in either case, such other address as shall have been set forth in a notice
delivered in accordance with this Section 7.03(a).

     All such communications shall, when so telecopied or delivered by hand, be
effective when telecopied with confirmation of receipt or received by the
addressee, respectively.

     Any Person that telecopies any communication hereunder to any Person shall,
on the same date as such telecopy is transmitted, also send, by first class
mail, postage prepaid and addressed to such Person as specified above, an
original copy of the communication so transmitted.

         (b) Where this Agreement provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Warrant Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Agreement
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.

SECTION 7.04 Notices to Holders.

     Notices to holders of Warrants shall be mailed to such holders at the
addresses of such holders as they appear in the Warrant Register. Any such
notice shall be sufficiently given if sent by first-class mail, postage prepaid.

SECTION 7.05 APPLICABLE LAW.

     THE VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND EACH
WARRANT ISSUED HEREUNDER AND OF THE RESPECTIVE TERMS AND PROVISIONS THEREOF
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.06 Obtaining of Governmental Approvals.

     The Company will from time to time take all action required to be taken by
it which may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and Securities
Acts filings under United States Federal and State laws, and the rules and
regulations of all stock exchanges on which the Warrants may be listed, which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants or the
issuance, sale, transfer and delivery of the shares

                                       31

<PAGE>   37


issued upon exercise of the Warrants, it being understood, however, that the
only contractual registration rights of the holders of the Warrant Certificates
are those set forth in the Registration Rights Agreement dated as of the date
hereof (the "Registration Rights Agreement") between the Company and the Initial
Purchaser.

SECTION 7.07 Persons Having Rights Under Agreement.

     Nothing in this Agreement expressed or implied and nothing that may be
inferred from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person other than the Company, the Warrant Agent
and the holders from time to time of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
successors and of the holders from time to time of the Warrant Certificates.

SECTION 7.08 Headings.

     The descriptive headings of the several Articles and Sections of this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

SECTION 7.09 Counterparts.

     This Agreement may be executed in any number of Counterparts, each of which
so executed shall be deemed to be an original; but such Counterparts shall
together constitute but one and the same instrument.

SECTION 7.10 Inspection of Agreement.

     A copy of this Agreement shall be available at all reasonable times at the
Warrant Agent Office, for inspection by the holder of any Warrant Certificate.
The Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

                                       32

<PAGE>   38


     IN WITNESS WHEREOF, this Agreement has been duly executed by the Company
and the Warrant Agent as of the day and year first above written.


                                       PICCADILLY CAFETERIAS, INC.


                                       By:
                                          ------------------------



                                       THE BANK OF NEW YORK


                                       By:
                                          ------------------------


                                Warrant Agreement
                                Signature Page 1

<PAGE>   39


                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

                                     [FACE]

[Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. The Depository Trust Company shall act as the Depositary until a
successor shall be appointed by the Company and the Registrar. Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](1)

     [THIS WARRANT (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS WARRANT IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT
IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI")), (2) AGREES THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT EXCEPT (A) TO THE ISSUER
OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES
IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT,
(D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE WARRANT AGENT A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS WARRANT (THE FORM OF WHICH CAN BE OBTAINED FROM THE WARRANT
AGENT) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH

----------
(1)  Include this legend for Global Warrants.

                                       A-1

<PAGE>   40


TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (G) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE,
IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS WARRANT OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]

                                       A-2

<PAGE>   41


                                                      CUSIP No. [719567 11 7](2)
                                                                [719567 12 5](3)

No.
[       ] Warrants

                               WARRANT CERTIFICATE

                           PICCADILLY CAFETERIAS, INC.

     This Warrant Certificate certifies that [       ], or registered assigns,
is the registered holder of [       ] Warrants (the "Warrants") to purchase
shares of Common Stock, no par value per share (the "Common Stock"), of
Piccadilly Cafeterias, Inc., a Louisiana corporation (the "Company"). Each
Warrant entitles the holder to purchase from the Company at any time on or after
the Separability Date and until 5:00 p.m., New York City time, on November 1,
2007 (the "Expiration Date"), 10.51 fully paid and non-assessable shares of
Common Stock (as such number may be adjusted from time to time, the "Shares",
which may also include any other securities or property purchasable upon
exercise of a Warrant, such adjustment and inclusion each as provided in the
Warrant Agreement) at the exercise price (the "Exercise Price") of $ 1.16875 per
Share upon surrender of this Warrant Certificate and payment of the Exercise
Price at any office or agency maintained for that purpose by the Company (the
"Warrant Agent Office"), subject to the conditions set forth herein and in the
Warrant Agreement.

     The Exercise Price shall be payable in cash or by certified or official
bank check in the lawful currency of the United States of America which as of
the time of payment is legal tender for payment of public or private debts. The
Company has initially designated the corporate trust offices of The Bank of New
York in the Borough of Manhattan, New York City, New York, as the initial
Warrant Agent Office. The number of Shares issuable upon exercise of the
Warrants ("Exercise Rate") is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.

     Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on
November 1, 2007 shall thereafter be void.

     Reference is hereby made to the further provisions on the reverse hereof,
which provisions shall for all purposes have the same effect as though fully set
forth at this place. Capitalized terms used in this Warrant Certificate but not
defined herein shall have the meanings ascribed thereto in the Warrant
Agreement.

     This Warrant Certificate shall not be valid unless authenticated by the
Warrant Agent, as such term is used in the Warrant Agreement. Initially, the
Company shall act as its own Warrant Agent.

----------

(2)  Include for Warrants sold to Qualified Institutional Buyers.

(3)  Include for Warrants sold to Institutional Accredited Investors.

                                       A-3

<PAGE>   42


     THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

     WITNESS the signature of its duly authorized officer.


                                       PICCADILLY CAFETERIAS, INC.


                                       By:
                                          ------------------------

                                          Name:

                                          Title:

Certificate of Authentication: This is one of the
Warrants referred to in the within-mentioned
Warrant Agreement:

THE BANK OF NEW YORK, as Warrant Agent


By:
    ----------------------------------
    Authorized Signatory

Dated: December 21, 2000

                                       A-4

<PAGE>   43


                          [FORM OF WARRANT CERTIFICATE]

                                    [REVERSE]

                           PICCADILLY CAFETERIAS, INC.

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants, each of which represents the right to purchase at
any time on or after Separability Date, and until 5:00 p.m., New York City time,
on November 1, 2007, 10.51 Shares, subject to adjustment as set forth in the
Warrant Agreement. The Warrants are issued pursuant to a Warrant Agreement dated
as of December 21, 2000 (the "Warrant Agreement"), duly executed and delivered
by the Company for the benefit of the holders from time to time of the Warrant
Certificates, which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of
the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words "holders" or
holder" meaning the registered holders or registered holder) of the Warrant
Certificates. Warrants may be exercised by (i) surrendering at any Warrant Agent
Office this Warrant Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) paying in full the Exercise Price
for each such Warrant exercised and any other amounts required to be paid
pursuant to the Warrant Agreement.

     If all of the items referred to in the last sentence of the preceding
paragraph are received by the Warrant Agent at or prior to 2:00 p.m., New York
City time, on a Business Day, the exercise of the Warrant to which such items
relate will be effective on such Business Day. If any items referred to in the
last sentence of the preceding paragraph are received after 2:00 p.m., New York
City time, on a Business Day, the exercise of the Warrants to which such item
relates will be deemed to be effective on the next succeeding Business Day.
Notwithstanding the foregoing, in the case of an exercise of Warrants on the
Expiration Date, if all of the items referred to in the last sentence of the
preceding paragraph are received by the Warrant Agent at or prior to 5:00 p.m.,
New York City time, on such Expiration Date, the exercise of the Warrants to
which such items relate will be effective on the Expiration Date.

     Subject to the terms of the Warrant Agreement, as soon as practicable after
the exercise of any Warrant or Warrants, the Company shall issue or cause to be
issued to or upon the written order of the registered holder of this Warrant
Certificate, a certificate or certificates evidencing the Share or Shares to
which such holder is entitled, in fully registered form, registered in such name
or names as may be directed by such holder pursuant to the Election to Exercise,
as set forth on the reverse of this Warrant Certificate. Such certificate or
certificates evidencing the Share or Shares shall be deemed to have been issued
and any persons who are designated to be named therein shall be deemed to have
become the holder of record of such Share or Shares as of the close of business
on the date upon which the exercise of this Warrant was deemed to be effective
as provided in the preceding paragraph.

     The Company will not be required to issue fractional shares of Common Stock
upon exercise of the Warrants or distribute Share certificates that evidence
fractional shares of Common Stock. In lieu of fractional shares of Common Stock,
there shall be paid to the registered Holder of this Warrant

                                       A-5

<PAGE>   44



Certificate at the time such Warrant Certificate is exercised an amount in cash
equal to the same fraction of the current market price per share of Common Stock
as determined in accordance with the Warrant Agreement.

     Warrant Certificates, when surrendered at any Warrant Agent Office by the
holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged for a new Warrant Certificate or new Warrant
Certificates evidencing in the aggregate a like number of Warrants, in the
manner and subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection
therewith.

     Upon due presentment for registration of transfer of this Warrant
Certificate at any office or agency maintained by the Company for that purpose,
a new Warrant Certificate evidencing in the aggregate a like number of Warrants
shall be issued to the transferee in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.

     The Company and the Warrant Agent may deem and treat the registered holder
hereof as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone) for the purpose of
any exercise hereof and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

     The term "Business Day" shall mean any day on which (i) banks in New
Orleans, (ii) the principal national securities exchange or market on which the
Common Stock is listed or admitted to trading and (iii) the principal national
securities exchange or market, if any, on which the Warrants are listed or
admitted to trading are open for business.

                              ELECTION TO EXERCISE

     (To be executed upon exercise of Warrants on the Exercise Date)

     The undersigned hereby irrevocably elects to exercise _______________ of
the Warrants represented by this Warrant Certificate and purchase the whole
number of Shares issuable upon the exercise of such Warrants and, unless this
exercise is pursuant to Section 2.02(g) of the Warrant Agreement, herewith
tenders payment for such Shares in the amount of $_____in cash or by certified
or official bank check, in accordance with the terms hereof. The undersigned
requests that a certificate representing such Shares be registered in the name
of _________________, whose address is _____________, and that such certificate
be delivered to ____________, whose address is ____________________. Any cash
payments to be paid in lieu of a fractional Share should be made to __________,
whose address is _____________________, and the check representing payment
thereof should be delivered to _______________, whose address is
_______________________. If exercise made pursuant to Section 2.02(g) of the
Warrant Agreement, check this box [ ].

     Name of holder of Warrant Certificate:                       (Please Print)
                                            ---------------------

     Tax Identification or Social Security Number:
                                                   -----------------------------

                                       A-6

<PAGE>   45


     Signature:
                -----------------------------------------

     Note: The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.

     Dated               ,
           --------------  ----

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       A-7

<PAGE>   46


                                   ASSIGNMENT

     For value received, _________________________________ hereby sells, assigns
and transfers unto _________________________________ the within Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint _________________________________
attorney, to transfer said Warrant Certificate on the books of the within-named
Company, with full power of substitution in the premises.

     Dated                  ,
           -----------------  ----

     Signature:
                ----------------------------------

     Note: The above signature must correspond with the name as written upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       A-8

<PAGE>   47


                 SCHEDULE OF EXCHANGES OF DEFINITIVE WARRANTS(4)

     The following exchanges of a part of this Global Warrant for Definitive
Warrants have been made:

<TABLE>
<CAPTION>
                                                                                NUMBER OF
                                AMOUNT OF               AMOUNT OF           WARRANTS OF THIS           SIGNATURE OF
                               DECREASE IN             INCREASE IN           GLOBAL WARRANT             AUTHORIZED
                                NUMBER OF               NUMBER OF            FOLLOWING SUCH            SIGNATORY OF
                            WARRANTS OF THIS        WARRANTS OF THIS            DECREASE             WARRANT AGENT OR
DATE OF EXCHANGE             GLOBAL WARRANT          GLOBAL WARRANT          (OR INCREASE)              DEPOSITARY
----------------            ----------------        ----------------        ----------------         ----------------
<S>                         <C>                     <C>                     <C>                      <C>





</TABLE>

----------

(4)  This is to be included only if the Warrant Certificate is in global form.

                                       A-9

<PAGE>   48


                                                                       EXHIBIT B

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                      REGISTRATION OF TRANSFER OF WARRANTS

Re: Warrants to Purchase Common Stock (the "Warrants") of Piccadilly Cafeterias,
    Inc.

    This Certificate relates to _____ Warrants held in

    [ ] book-entry* or

    [ ] certificated form*

    by _________________ (the "Transferor").

    The Transferor:*

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

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

    In connection with such request and in respect of each such Warrant, the
Transferor does hereby certify that the Transferor is familiar with the Warrant
Agreement relating to the above captioned Warrants and the restrictions on
transfers thereof as provided in Section 1.08 of such Warrant Agreement, and
that the transfer of this Warrant does not require registration under the
Securities Act of 1933, as amended (the "Act") because*:

    [ ] Such Warrant is being acquired for the Transferor's own account, without
transfer (in satisfaction of Section 1.08(a)(ii)(y)(A) or Section 1.08(d)(i)(A)
of the Warrant Agreement).

    [ ] Such Warrant is being transferred to a qualified institutional buyer (as
defined in Rule 144A under the Act), in reliance on Rule 144A or in accordance
with Regulation S under the Act.

    [ ] Such Warrant is being transferred in accordance with Rule 144 under the
Act.

    [ ] Such Warrant is being transferred in reliance on and in compliance with
an exemption from the registration requirements of the Act, other than Rule 144A
or Rule 144 or Regulation S under the Act. An opinion of counsel to the effect
that such transfer does not require registration under the Act accompanies this
Certificate.

----------

*    Check applicable box.

                                       B-1

<PAGE>   49


                                       [INSERT NAME OF TRANSFEROR]



                                       By:
                                          ------------------------

Date:


                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       B-2

<PAGE>   50


                                                                       EXHIBIT C

                   FORM OF TRANSFEREE LETTER OF REPRESENTATION

                                                                         , 200
                                                           --------------     -

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

Re:  Piccadilly Cafeterias, Inc. Warrants to Purchase Common Shares (the
     "Warrants")

     Reference is hereby made to the Warrant Agreement dated as of December 21,
2000 (the "Warrant Agreement") between Piccadilly Cafeterias, Inc. and The Bank
of New York, as Warrant Agent. Capitalized terms used but not defined herein
shall have the meanings given them in the Warrant Agreement.

     This letter relates to Warrants exercisable for an aggregate of _________
Common Shares ("Warrant Shares"), which Warrants are held in the name of [name
of transferor] (the "Transferor") to effect the transfer of the Warrants to the
undersigned.

     In connection with such request, and in respect of such Warrants, we
confirm that:

     1. We understand that any subsequent transfer of any of the Units, Warrants
and Warrant Shares or any interest therein is subject to certain restrictions
and conditions set forth in the Indenture and the undersigned agrees to be bound
by, and not to resell, pledge or otherwise transfer any of the Units, Warrants
and Warrant Shares or any interest therein except in compliance with, such
restrictions and conditions and the United States Securities Act of 1933, as
amended (the "Securities Act").

     2. We understand that the offer and sale of the Warrants and Warrant Shares
have not been registered under the Securities Act, and that the Warrants and
Warrant Shares and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should
sell the Warrants and Warrant Shares or any interest therein, we will do so only
(A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A
under the Securities Act to a "qualified institutional buyer" (as defined
therein), (C) to an institutional "accredited investor" (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Warrant or beneficial interest in a Global
Warrant from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

                                       C-1

<PAGE>   51


     3. We understand that, on any proposed resale of the Warrants and Warrant
Shares or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Warrants and
Warrant Shares purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Warrants and Warrant
Shares, and we and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.

     5. We are acquiring the Warrants and Warrant Shares or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we exercise
sole investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                       [Insert Name of Accredited Investor]


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


     Upon transfer the Securities would be registered in the name of the new
beneficial owner as follows:

Name:
     ------------------------------
Address:
        ---------------------------
Taxpayer ID Number:
                   ----------------

                                       C-2