EXHIBIT 4.1

                                     WARRANT

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT.

VOID AFTER 5:00 P.M., ON SEPTEMBER 30, 2011, OR IF NOT A BUSINESS DAY, AS
DEFINED HEREIN, AT 5:00 P.M., ON THE NEXT FOLLOWING BUSINESS DAY.



                               WARRANT TO PURCHASE

            FIVE HUNDRED THIRTY-NINE THOUSAND ONE HUNDRED TWENTY TWO
                                    (539,122)

                             SHARES OF COMMON STOCK

                                       OF

              TRANSPORTATION COMPONENTS, INC., D/B/A TRANSCOM USA,
                             A DELAWARE CORPORATION



      Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of January 19, 2001, but effective as of September 30, 2000,
among Transportation Components, Inc. d/b/a TransCom USA, a corporation
organized under the laws of the State of Delaware (the "COMPANY"), as borrower,
certain institutions defined therein as "LENDERS," and Bank One, N.A., in its
capacity as contractual representative for itself and the other Lenders (the
"AGENT") (as previously, now or hereafter renewed, extended, modified,
supplemented, amended and/or restated from time to time, the "CREDIT
AGREEMENT"). This certifies that, for good, fair and valuable consideration, the
receipt, adequacy and reasonable equivalency of which are hereby acknowledged,
Agent and its registered assigns (collectively, the "WARRANTHOLDER"), is
entitled to purchase from the Company, subject to the terms and conditions
hereof, at any time on or after 12:01 a.m., on September 30, 2001 and before
5:00 p.m., on September 30, 2011 (or, if such day is not a Business Day, at or
before 5:00 p.m., on the next following Business Day), up to FIVE HUNDRED
THIRTY-NINE THOUSAND ONE HUNDRED TWENTY TWO (539,122) fully paid and
nonassessable shares of Common Stock of the Company at the Exercise Price (as
defined herein). The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as hereinafter provided.

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                                   ARTICLE 1

                               DEFINITION OF TERMS

      Reference is made to SECTION 7.11 for certain general rules of
construction and interpretation. As used in this Warrant, the following
capitalized terms shall have the following respective meanings:

      1.1 AUTHORITY: Any (i) local, state, territorial, federal or foreign
judicial, executive, regulatory, administrative, legislative or governmental
agency, board, bureau, authority, intellectual property registry, adjudicatory
forum, tribunal, commission, department or other instrumentality,
(ii) arbitrator or arbitration board or panel or (iii) central bank.

      1.2 BUSINESS DAY: A day other than a Saturday, Sunday or other day on
which banks in the City of Chicago, Illinois are authorized by law to remain
closed.

      1.3 COMMON STOCK: Common Stock, $0.01 par value, of the Company.

      1.4 COMMON STOCK EQUIVALENTS: Securities that are convertible into or
exercisable for shares of Common Stock.

      1.5 DEMAND REGISTRATION: See Section 6.2.

      1.6 ENTITY: A corporation, limited liability company, association,
partnership of any kind, organization, trust, joint venture or other entity.

      1.7 EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

      1.8 EXERCISE PRICE: Fifty-three cents ($0.53) per Warrant Share, being the
Fair Market Value of the Common Stock as of January 19, 2001 (I.E., the 30-day
measurement in the definition of "FAIR MARKET VALUE" will end January 16, 2001),
subject to adjustment from time to time pursuant hereto.

      1.9 EXPIRATION DATE: 5:00 p.m., on September 30, 2011, or if such day is
not a Business Day, the next succeeding day which is a Business Day.

      1.10 FAIR MARKET VALUE: For the Common Stock:

            1.10.1 If traded on a securities exchange, the average of the
      closing prices of the Common Stock on such exchange over the 30-day period
      ending three Business Days prior to the date in question;

            1.10.2 If traded on the Nasdaq Stock Market or the Nasdaq SmallCap
      Market, the average of the last reported sales prices of the Common Stock
      on such Market over the 30-day period ending three Business Days prior to
      the date in question;

                                  Page 2 of 25
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            1.10.3 If traded over-the-counter, the average of the closing bid
      prices of the Common Stock over the 30-day period ending three Business
      Days prior to the date in question; and

            1.10.4 If there is no public market for the Common Stock, then Fair
      Market Value shall be determined as of the date in question by mutual
      agreement of the Warrantholder and the Company, and if the Warrantholder
      and the Company are unable to so agree, at the Company's sole expense, by
      an investment banker of national reputation selected by the Company and
      reasonably acceptable to the Warrantholder.

      1.11 HOLDER: A Holder of Registrable Securities.

      1.12 NASD: National Association of Securities Dealers, Inc.

      1.13 NASDAQ: NASD's automated quotation system.

      1.14 NET ISSUANCE EXERCISE DATE: See SECTION 2.3.2.

      1.15 NET ISSUANCE RIGHT: See SECTION 2.4.2.

      1.16 NET ISSUANCE WARRANT SHARES: See SECTION 2.4.2.

      1.17 PERSON: A person, trustee, estate, custodian, executor,
administrator, nominee, representative, sole proprietorship, employee benefit
plan, Entity or Authority.

      1.18 PIGGYBACK REGISTRATION: See Section 6.1.

      1.19 PROSPECTUS: Any prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement, or to which a Term Sheet
(as defined in Rule 434 under the Securities Act) relates, with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement and all other amendments and supplements to the
Prospectus, including post-effective amendments and all materials incorporated
by reference in such Prospectus.

      1.20 PUBLIC OFFERING: A public offering of any of the Company's equity or
debt securities pursuant to a Registration Statement under the Securities Act.

      1.21 REGISTRABLE SECURITIES: Any Warrant Shares that have been issued (or
would have been issued if this Warrant had been exercised in whole or in part
prior to the time in question) to Agent, and/or its designees or transferees
and/or other securities that may be or are issued by the Company upon exercise
of the Warrants, including those which may thereafter be issued by the Company
in respect of any such securities by means of any stock splits, stock dividends,
recapitalizations, reclassifications or the like, and as adjusted pursuant
hereto, provided, however, that as to any particular security contained in
Registrable Securities, such securities shall cease to be Registrable Securities
when (i) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such Registration Statement; or (ii)
they shall have been sold to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act.

                                  Page 3 of 25
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      1.22 REGISTRATION EXPENSES: Any and all expenses incurred in connection
with any registration or action incident to performance of or compliance by the
Company with Article 6, including (i) all SEC, national securities exchange and
NASD registration and filing fees; all listing fees and all transfer agent fees;
(ii) all fees and expenses of complying with state securities or blue sky laws
(including the fees and disbursements of counsel of the underwriters in
connection with blue sky qualifications of the Registrable Securities); (iii)
all printing, mailing, messenger and delivery expenses; (iv) all fees and
disbursements of counsel for the Company and of its accountants, including the
expenses of any "cold comfort" letters required by or incident to such
performance and compliance; and (v) any disbursements of underwriters
customarily paid by issuers or sellers of securities including the reasonable
fees and expenses of any special experts retained by the underwriters in
connection with the requested registration, but excluding underwriting discounts
and commissions, brokerage fees and transfer taxes, if any, and fees of counsel
or accountants retained by the Holders of Registrable Securities to advise them
in their capacity as Holders of Registrable Securities.

      1.23 REGISTRATION STATEMENT: Any registration statement of the Company
filed with the SEC which covers any of the Registrable Securities pursuant to
the provisions of this Agreement, including all amendments (including
post-effective amendments) and supplements thereto, all exhibits thereto and all
material incorporated therein by reference.

      1.24 SEC: The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act and the Exchange Act.

      1.25 SECURITIES ACT: The Securities Act of 1933, as amended.

      1.26 SHORT FORM: Form S-3 under the Securities Act, and any other form
promulgaged after the date of this Warrant applicable in circumstances
substantially comparable to Form S-3, regardless of its designation.

      1.27 SHORT FORM ELIGIBILITY DATE: The first date after the Company becomes
subject to the reporting requirements of the Exchange Act on which the Company
is a registrant entitled to use a Short Form under the Securities Act to
register Registrable Securities.

      1.28 TIME REFERENCES: All time references herein are references to
Chicago, Illinois time unless specified otherwise.

      1.29 20% HOLDERS: At any time when a Demand Registration is requested, the
Holder and/or the holders of Warrant Shares who hold, or have the right to
acquire, as the case may be, not less than 20% of the combined total of Warrant
Shares issuable and Warrant Shares outstanding (other than Warrant Shares which
are no longer Registrable Securities by reason of the proviso to the definition
of the term "Registrable Securities") at the time such Demand Registration is
requested.

      1.30 WARRANT SHARES: Common Stock purchased or purchasable upon exercise
or conversion of the Warrants.

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<PAGE>
      1.31 WARRANTHOLDER: The Person(s) to whom this Warrant is originally
issued, or any successor in interest thereto, or any assignee or transferee
thereof, in whose name this Warrant is registered upon the books to be
maintained by the Company for that purpose.

      1.32 WARRANTS: This Warrant and all other warrants that may be issued in
its place, originally issued as set forth in the definition of Registrable
Securities.

                                   ARTICLE 2

                        DURATION AND EXERCISE OF WARRANT

      2.1 AUTOMATIC DEFEASANCE OF WARRANT. This Warrant shall be automatically
cancelled and terminated and shall be of no further force and effect if, prior
to September 30, 2001, the Obligations under and as defined in the Credit
Agreement are paid and performed in full, no Letters of Credit are outstanding
under the Credit Agreement, and the Lenders have no further commitments or
obligations under the Credit Agreement. If this Warrant is not cancelled and
terminated pursuant to the preceding sentence, the Warrantholder will be
entitled to have this Warrant reissued without this SECTION 2.1. If this Warrant
is cancelled and terminated under the first sentence of this SECTION 2.1, then
the Warrantholder, promptly after September 30, 2001, shall surrender this
Warrant to the Company. On or after September 30, 2001, any Person shall be
entitled to rely conclusively on a written statement by the Agent that this
Warrant was not cancelled and terminated pursuant to the first sentence of this
SECTION 2.1.

      2.2 DURATION OF WARRANT. The Warrantholder may exercise this Warrant at
any time and from time to time after 12:01 a.m., on September 30, 2001 and
before the Expiration Date. If this Warrant is not exercised on the Expiration
Date, it shall become void, and all rights hereunder shall thereupon cease.

      2.3 METHOD OF EXERCISE.

            2.3.1 The Warrantholder may exercise this Warrant, in whole or in
      part, by presentation and surrender of this Warrant to the Company at its
      corporate office at Three Riverway, Suite 200, Houston, Texas 77056, or at
      the office of its stock transfer agent, if any, with the Exercise Form
      annexed hereto duly executed and, in the event of an exercise for cash
      pursuant to Section 2.4.1, accompanied by payment of the full Exercise
      Price for each Warrant Share to be purchased.

            2.3.2 Upon receipt of this Warrant with the Exercise Form fully
      executed and, in the event of an exercise for cash pursuant to Section
      2.4.1, accompanied by payment of the aggregate Exercise Price for the
      Warrant Shares for which this Warrant is then being exercised, the Company
      shall cause to be issued certificates for the total number of whole shares
      of Common Stock for which this Warrant is being exercised (adjusted to
      reflect the effect of the anti-dilution provisions contained herein) in
      such denominations as are requested for delivery to the Warrantholder, and
      the Company shall thereupon deliver such certificates to the
      Warrantholder. A net issuance exercise pursuant to Section 2.4.2 shall be
      effective upon receipt by the Company of this Warrant together with the
      aforesaid written statement, or on such later date as is specified therein
      (the "NET ISSUANCE EXERCISE DATE"), and, at the election of the Holder
      hereof, may be made contingent upon the closing of the sale of the Warrant
      Shares in a Public Offering. The

                                  Page 5 of 25
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      Warrantholder shall be deemed to be the holder of record of the shares of
      Common Stock issuable upon such exercise as of the time of receipt of the
      Exercise Form and payment in accordance herewith, notwithstanding that the
      stock transfer books of the Company shall then be closed or that
      certificates representing such shares of Common Stock shall not then be
      actually delivered to the Warrantholder. If at the time this Warrant is
      exercised, a Registration Statement is not in effect to register under the
      Securities Act the Warrant Shares issuable upon exercise of this Warrant,
      the Company may require the Warrantholder to make such representations,
      and may place the legends on certificates representing the Warrant Shares,
      as may be customary to permit the Warrant Shares to be issued without such
      registration.

            2.3.3 In case the Warrantholder shall exercise this Warrant with
      respect to less than all of the Warrant Shares that may be purchased under
      this Warrant, the Company shall execute as of the exercise date (or, if
      later, the Net Issuance Exercise Date) a new warrant in the form of this
      Warrant for the balance of such Warrant Shares and deliver such new
      warrant to the Warrantholder within thirty (30) days following the
      exercise date (or, if later, the Net Issuance Exercise Date).

            2.3.4 The Company shall pay any and all stock transfer and similar
      taxes which may be payable in respect of the issuance of any Warrant
      Shares.

      2.4 EXERCISE OF WARRANT.

            2.4.1 EXERCISE FOR CASH. This Warrant may be exercised by the Holder
      by delivery of payment to the Company, for the account of the Company, by
      cash, by certified or bank cashier's check or by wire transfer, of the
      Exercise Price for the number of Warrant Shares specified in the Exercise
      Form in lawful money of the United States of America.

            2.4.2 RIGHT TO EXERCISE ON A NET ISSUANCE BASIS. In lieu of
      exercising this Warrant for cash pursuant to Section 2.4.1, the Holder
      shall have the right to exercise this Warrant or any portion thereof (the
      "NET ISSUANCE RIGHT") into shares of Common Stock as provided in this
      Section 2.4.2 at any time or from time to time during the period specified
      in Section 2.2 by the surrender of this Warrant to the Company with a duly
      executed and completed Exercise Form marked to reflect net issuance
      exercise. Upon exercise of the Net Issuance Right with respect to a
      particular number of shares subject to this Warrant and noted on the
      Exercise Form (the "NET ISSUANCE WARRANT SHARES"), the Company shall
      deliver to the Holder (without payment by the Holder of any Exercise Price
      or any cash or other consideration) (X) that number of shares of fully
      paid and nonassessable Common Stock equal to the quotient obtained by
      dividing the value of this Warrant (or the specified portion hereof) on
      the Net Issuance Exercise Date, which value shall be determined by
      subtracting (A) the aggregate Exercise Price of the Net Issuance Warrant
      Shares immediately prior to the exercise of the Net Issuance Right from
      (B) the aggregate Fair Market Value of the Net Issuance Warrant Shares
      issuable upon exercise of this Warrant (or the specified portion hereof)
      on the Net Issuance Exercise Date (as herein defined) by (Y) the Fair
      Market Value of one share of Common Stock on the Net Issuance Exercise
      Date (as herein defined).

                                  Page 6 of 25
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      Expressed as a formula, such net issuance exercise shall be computed as
follows:

      X = B-A
          ---
           Y

            Where:

            X = the  number of shares  of Common  Stock  that may be issued to
            the Holder

            Y = the Fair Market Value ("FMV") of one share of Common Stock as of
            the Net Issuance Exercise Date

            A = the aggregate  Exercise Price (I.E., the product determined by
            multiplying the Net Issuance Warrant Shares by the Exercise Price)

            B  =  the   aggregate  FMV  (I.E.,   the  product   determined  by
            multiplying the FMV by the Net Issuance Warrant Shares)

      2.5 RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company from time to time issuable upon exercise of this Warrant. All such
shares shall be duly authorized, and when issued upon such exercise and payment
of the Exercise Price, shall be validly issued, fully paid and non-assessable,
free and clear of all preemptive and other similar rights.

      2.6 FRACTIONAL SHARES. The Company shall not be required to issue any
fraction of a share of its capital stock in connection with the exercise of this
Warrant, and in any case where the Warrantholder would, except for the
provisions of this Section 2.6, be entitled under the terms of this Warrant to
receive a fraction of a share upon the exercise of this Warrant, the Company
shall, upon the exercise of this Warrant, pay to the Warrantholder an amount in
cash equal to the Fair Market Value of such fractional share as of the exercise
date (or, if applicable and a later date, the Net Issuance Exercise Date).

      2.7 LISTING. Prior to the issuance of any shares of Common Stock upon
exercise of this Warrant, the Company shall secure the listing of such shares of
Common Stock upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to
official notice of issuance upon exercise of this Warrant) and shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of
all shares of Common Stock from time to time issuable upon the exercise of this
Warrant; and the Company shall so list on each national securities exchange or
automated quotation system, and shall maintain such listing of, any other shares
of capital stock of the Company issuable upon the exercise of this Warrant if
and so long as any shares of the same class shall be listed on such national
securities exchange or automated quotation system.

                                  Page 7 of 25
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                                    ARTICLE 3

     ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE AND OF EXERCISE PRICE

      The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article 3.

      3.1 MECHANICAL ADJUSTMENTS.

            3.1.1 If at any time prior to the exercise of this Warrant in full,
      the Company shall (i) declare a dividend or make a distribution on the
      Common Stock payable in shares of its capital stock (whether shares of
      Common Stock or of capital stock of any other class); (ii) subdivide,
      reclassify or recapitalize its outstanding Common Stock into a greater
      number of shares; (iii) combine, reclassify or recapitalize its
      outstanding Common Stock into a smaller number of shares; or (iv) issue
      any shares of its capital stock by reclassification of its Common Stock
      (including any such reclassification in connection with a consolidation or
      a merger in which the Company is the continuing Entity), the number of
      Warrant Shares issuable upon exercise of this Warrant shall be adjusted so
      that the Warrantholder shall be entitled to receive the aggregate number
      and kind of shares which, if this Warrant had been exercised in full
      immediately prior to such event, the Warrantholder would have owned upon
      such exercise and been entitled to receive by virtue of such dividend,
      distribution, subdivision, combination, reclassification or
      recapitalization. Any adjustment required by this Section 3.1.1 shall be
      made effective immediately after the record date, in the case of a
      dividend or distribution, or the effective date, in the case of a
      subdivision, combination, reclassification or recapitalization.

            3.1.2 If any time prior to the exercise of this Warrant in full, the
      Company shall fix a record date for the issuance or making of a
      distribution to all holders of the Common Stock (including any such
      distribution to be made in connection with a consolidation or merger in
      which the Company is to be the continuing Entity) of evidences of its
      indebtedness, any other securities of the Company or any cash, property or
      other assets (excluding a combination, reclassification or
      recapitalization referred to in Section 3.1.1) (a "SPECIAL DIVIDEND"), the
      Company will give to the Warrantholder sixty (60) days prior written
      notice of any Special Dividend, and, irrespective of the record date for
      such Special Dividend, the Warrantholder shall be entitled to exercise
      this Warrant in whole or in part contemporaneously with the distribution
      of the Special Dividend and receive the portion of the Special Dividend to
      which it is entitled as the holder of Common Stock.

            3.1.3 If any time prior to the exercise of this Warrant in full, the
      Company shall issue any securities exercisable or exchangeable for, or
      convertible into, shares of Common Stock (a "CONVERTIBLE SECURITIES
      ISSUANCE") for an exercise, exchange or conversion price (collectively,
      the "CONVERSION PRICE"), which, together with the issuance consideration
      (the "ISSUANCE CONSIDERATION") for such securities, is less than the Fair
      Market Value of the Common Stock on the date of the Convertible Securities
      Issuance, the number of Warrant Shares shall be increased immediately
      after the Convertible Securities Issuance to a number determined as
      follows:

                                  Page 8 of 25
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                  (a) First, multiply the Exercise Price by a fraction, the
            numerator of which shall be the sum of the Issuance Consideration
            and the Conversion Price and the denominator of which shall be the
            Fair Market Value per share of the Common Stock, and the product
            thereby obtained, for purposes of this SECTION 3.1.3, is herein
            called the "HYPOTHETICAL PRICE".

                  (b) Then, multiply the number of Warrant Shares issuable upon
            exercise of this Warrant immediately prior to the Convertible
            Securities Issuance by the Exercise Price, divide the product so
            obtained by the Hypothetical Price, and the resulting quotient will
            be the increased number of Warrant Shares subject to this Warrant.

            3.1.4 If any time prior to the exercise of this Warrant in full, the
      Company shall issue any shares of Common Stock (a "NEW ISSUANCE") for a
      price (the "NEW ISSUANCE PRICE") less than the Fair Market Value of the
      Common Stock on the date of the New Issuance, the number of Warrant Shares
      shall be increased immediately after the New Issuance to a number
      determined as follows:

                  (a) First, multiply the Exercise Price by a fraction, the
            numerator of which shall be the New Issuance Price and the
            denominator of which shall be the Fair Market Value of the Common
            Stock on the date of the New Issuance, and the product thereby
            obtained, for purposes of this SECTION 3.1.4, is herein called the
            "HYPOTHETICAL PRICE".

                  (b) Then, multiply the number of Warrant Shares issuable upon
            exercise of this Warrant immediately prior to the New Issuance by
            the Exercise Price, divide the product so obtained by the
            Hypothetical Price, and the resulting quotient will be the increased
            number of Warrant Shares subject to this Warrant.

            3.1.5 If at any time prior to the exercise of this Warrant in full,
      the Company shall make a distribution to all holders of the Common Stock
      of stock of a subsidiary or securities convertible into or exercisable for
      such stock, the Company will give to the Warrantholder sixty (60) days
      prior written notice of any such distribution, and, irrespective of the
      record date for such distribution, the Warrantholder shall be entitled to
      exercise this Warrant in whole or in part contemporaneously with the
      actual distribution prior to such distribution and receive the portion of
      the distribution to which it is entitled as the holder of Common Stock.

            3.1.6 In the event that at any time, as a result of any adjustment
      made pursuant to Section 3.1.1, the Warrantholder thereafter shall become
      entitled to receive any shares of the Company other than Common Stock,
      thereafter the number of such other shares so receivable upon exercise of
      any Warrant 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 Common Stock contained in this Section 3.1.

            3.1.7 In case any event shall occur as to which the other provisions
      of this Article 3 are not strictly applicable but as to which the failure
      to make any adjustment would not fairly protect the purchase rights
      represented by this Warrant in accordance with the essential intent and
      principles hereof then, in each such case, the Warrantholders representing
      the right to purchase a

                                  Page 9 of 25
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      majority of the Warrant Shares subject to all outstanding Warrants may
      appoint a firm of independent public accountants of recognized national
      standing reasonably acceptable to the Company, which shall give their
      opinion as to the adjustment, if any, on a basis consistent with the
      essential intent and principles established herein, necessary to preserve
      the purchase rights represented by the Warrants. Upon receipt of such
      opinion, the Company will promptly mail a copy thereof to the
      Warrantholder and shall make the adjustments described therein. The fees
      and expenses of such independent public accountants shall be borne by the
      Company.

            3.1.8 If, as a result of an adjustment made pursuant to this Article
      3, the Holder of any Warrant thereafter surrendered for exercise shall
      become entitled to receive shares of two or more classes of capital stock
      or shares of Common Stock and other capital stock of the Company, the
      Board of Directors (whose determination shall be conclusive and shall be
      described in a written notice to the Holder of any Warrant promptly after
      such adjustment) shall determine the allocation of the adjusted Exercise
      Price between or among shares or such classes of capital stock or shares
      of Common Stock and other capital stock.

      3.2 NOTICES OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price is adjusted as herein provided, the Company shall prepare and
deliver forthwith to the Warrantholder a certificate signed by its President,
and by any Vice President, Treasurer or Secretary, setting forth the adjusted
number of shares purchasable upon the exercise of this Warrant and the Exercise
Price of such shares after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth the computation by which
adjustment was made.

      3.3 PRESERVATION OF PURCHASE RIGHTS IN CERTAIN TRANSACTIONS. In case of
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock (other than a subdivision or combination of the
outstanding Common Stock and other than a change in the par value of the Common
Stock) or in case of any consolidation or merger of the Company with or into
another Entity (other than merger with a subsidiary in which the Company is the
continuing Entity and that does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in the case of any sale, lease,
transfer or conveyance to another Entity of a substantial part of the property
and assets of the Company, the Holder of this Warrant shall have the right
thereafter to receive on the exercise of this Warrant the kind and amount of
securities, cash or other property which the Holder would have owned or have
been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Article 3
with respect to the rights and interests thereafter of the Holder of this
Warrant to the end that the provisions set forth in this Article 3 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant. The provisions of this Section 3.3
shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, statutory exchanges, sales or conveyances. The issuer
of any shares of stock or other securities or property thereafter deliverable on
the exercise of this Warrant shall be responsible for all of the agreements and
obligations of the Company hereunder. Notice of any such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holders of
the

                                 Page 10 of 25
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Warrants not less than 30 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

      3.4 FORM OF WARRANT AFTER ADJUSTMENTS. The form of this Warrant need not
be changed because of any adjustments in the Exercise Price or the number or
kind of the Warrant Shares, and Warrants theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated
in this Warrant, as initially issued.

      3.5 TREATMENT OF WARRANTHOLDER. Prior to due presentment for registration
of transfer of this Warrant, the Company may deem and treat the Warrantholder as
the absolute owner of this Warrant (notwithstanding any notation of ownership or
other writing hereon) for all purposes and shall not be affected by any notice
to the contrary.

                                   ARTICLE 4

              OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER

      4.1 NOTICE TO WARRANTHOLDERS.

            4.1.1 The Company shall give notice to the Warrantholder by
      registered mail if at any time prior to the expiration or exercise in full
      of the Warrants, any of the following events shall occur:

                  (a) the Company shall authorize the payment of any dividend
            payable in any securities upon shares of Common Stock or authorize
            the making of any distribution to all holders of Common Stock;

                  (b) the Company shall authorize the issuance to all holders of
            Common Stock of any additional shares of Common Stock or Common
            Stock Equivalents or of rights, options or warrants to subscribe for
            or purchase Common Stock or Common Stock Equivalents or of any other
            subscription rights, options or warrants;

                  (c) the Company shall authorize any event which may entitle
            the Warrantholder to an adjustment pursuant to Section 3.1;

                  (d) a dissolution, liquidation or winding up of the Company
            shall be proposed; or

                  (e) a capital reorganization or reclassification of the Common
            Stock (other than a subdivision or combination of the outstanding
            Common Stock) or any consolidation or merger of the Company with or
            into another Entity (other than a consolidation or merger in which
            the Company is the continuing Entity and that does not result in any
            reclassification or change of Common Stock outstanding) or in the
            case of any sale or conveyance to another Entity of the property of
            the Company as an entirety or substantially as an entirety.

                                 Page 11 of 25
<PAGE>
            4.1.2 Such giving of notice shall be initiated (i) at least thirty
      (30) days prior to the date fixed as a record date or effective date or 30
      days prior to the date of closing of the Company's stock transfer books
      for the determination of the shareholders entitled to such dividend,
      distribution or subscription rights, or for the determination of the
      shareholders entitled to vote on such proposed merger, consolidation,
      sale, conveyance, dissolution, liquidation or winding up. Such notice
      shall specify such record date or the date of closing the stock transfer
      books, as the case may be. Failure to provide such notice shall not affect
      the validity of any action taken in connection with such dividend,
      distribution or subscription rights, or proposed merger, consolidation,
      sale, conveyance, dissolution, liquidation or winding up.

      4.2 LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If this Warrant is
lost, stolen, mutilated or destroyed, the Company shall, on such terms as to
indemnity or otherwise as it may in its reasonable judgment impose (which may,
in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as, and in substitution for, this
Warrant.

                                   ARTICLE 5

   SPLIT-UP, COMBINATION, EXCHANGE AND TRANSFER OF WARRANTS AND WARRANT SHARES

      5.1 SPLIT-UP, COMBINATION AND EXCHANGE OF WARRANTS. This Warrant may be
split up, combined or exchanged for another Warrant or Warrants containing the
same terms to purchase a like aggregate number of Warrant Shares. If the
Warrantholder desires to split up, combine or exchange this Warrant, he or it
shall make such request in writing delivered to the Company and shall surrender
to the Company this Warrant and any other Warrants to be so split-up, combined
or exchanged. Upon any such surrender for a split-up, combination or exchange,
the Company shall execute and deliver to the Person entitled thereto a Warrant
or Warrants, as the case may be, as so requested. The Company shall not be
required to effect any split-up, combination or exchange which will result in
the issuance of a Warrant entitling the Warrantholder to purchase upon exercise
a fraction of a share of Common Stock or a fractional Warrant. The Company may
require such Warrantholder to pay a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.

      5.2 RESTRICTIONS ON TRANSFER, RESTRICTIVE LEGENDS.

            5.2.1 Except as otherwise permitted by this Section 5.2, each
      Warrant shall (and each Warrant issued upon direct or indirect transfer or
      in substitution for any Warrant issued pursuant to Section 5.1 shall) be
      stamped or otherwise imprinted with a legend in substantially the
      following form:

            "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
            WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
            AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
            PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT
            OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."

                                 Page 12 of 25
<PAGE>
            5.2.2 Except as otherwise permitted by this Section 5.2, each stock
      certificate for Warrant Shares issued upon the exercise of any Warrant and
      each stock certificate issued upon the direct or indirect transfer of any
      such Warrant Shares shall be stamped or otherwise imprinted with a legend
      in substantially the following form:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
            OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
            STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
            REGISTRATION UNDER SUCH ACT."

            5.2.3 Notwithstanding the foregoing, the Warrantholder may require
      the Company to issue a Warrant or a stock certificate for Warrant Shares,
      in each case without a legend, if (i) the issuance of such Warrant Shares
      has been registered under the Securities Act, (ii) such Warrant or such
      Warrant Shares, as the case may be, have been registered for resale under
      the Securities Act or sold pursuant to Rule 144 under the Securities Act
      (or a successor thereto) or (iii) the Warrantholder has received an
      opinion of counsel (which opinion and which counsel shall be reasonably
      satisfactory to the Company) that such registration is not required with
      respect to such Warrant or such Warrant Shares, as the case may be.

                                   ARTICLE 6

                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

      6.1 PIGGYBACK REGISTRATION

            6.1.1 RIGHT TO INCLUDE REGISTRABLE SECURITIES. If at any time or
      from time to time, the Company proposes to register any of its securities
      under the Securities Act on any form (other than Form S-4 or Form S-8 or a
      registration pursuant to a "rights" or similar plan designed to protect
      the Company's stockholders from attempts to take control of the Company)
      for the registration of securities under such Act, whether or not for its
      own account (a "PIGGYBACK REGISTRATION"), it shall as expeditiously as
      possible give written notice to all Holders of its intention to do so and
      of such Holders' rights under this Section 6.1. Such rights are referred
      to herein as "PIGGYBACK REGISTRATION RIGHTS." Upon the written request of
      any such Holder made within 20 days after receipt of any such notice
      (which request shall specify the Registrable Securities intended to be
      disposed of by such Holder), the Company shall include in the Registration
      Statement the Registrable Securities which the Company has been so
      requested to register by the Holders thereof and the Company shall keep
      such registration statement in effect and maintain compliance with each
      federal and state law or regulation for the period necessary for such
      Holder to effect the proposed sale or other disposition for a period of at
      least one hundred twenty (120) days.

            6.1.2 WITHDRAWAL OF PIGGYBACK REGISTRATION BY COMPANY. If, at any
      time after giving written notice of its intention to register any
      securities in a Piggyback Registration but prior to the effective date of
      the related Registration Statement, the Company shall determine for any
      reason

                                 Page 13 of 25
<PAGE>
      not to register such securities, the Company shall give notice of such
      determination to each Holder and, thereupon, shall be relieved of its
      obligation to register any Registrable Securities in connection with such
      Piggyback Registration. All reasonable efforts obligations of the Company
      pursuant to Section 6.3 shall cease if the Company determines to terminate
      prior to such effective date any registration where Registrable Securities
      are being registered pursuant to this Section 6.1.

            6.1.3 PIGGYBACK REGISTRATION OF UNDERWRITTEN PUBLIC OFFERING. If a
      Piggyback Registration involves an offering by or through underwriters,
      then (i) all Holders requesting to have their Registrable Securities
      included in the Company's Registration Statement must sell their
      Registrable Securities to the underwriters selected by the Company on the
      same terms and conditions as apply to other selling shareholders and (ii)
      any Holder requesting to have his or its Registrable Securities included
      in such Registration Statement may elect in writing, not later than three
      Business Days prior to the effectiveness of the Registration Statement
      filed in connection with such registration, not to have his or its
      Registrable Securities so included in connection with such registration.

            6.1.4 PAYMENT OF REGISTRATION EXPENSES FOR PIGGYBACK REGISTRATION.
      The Company shall pay all Registration Expenses in connection with each
      registration of Registrable Securities requested pursuant to a Piggyback
      Registration Right contained in this Section 6.1.

            6.1.5 LIMIT ON NUMBER OF PIGGYBACK REGISTRATIONS. No Holder shall be
      entitled to more than three Piggyback Registrations that become effective
      under the Securities Act and that in each such case remain effective for a
      period of at least one hundred twenty (120) days.

      6.2 DEMAND REGISTRATION.

            6.2.1 REQUEST FOR NORMAL REGISTRATION. At any time prior to the
      Expiration Date, any 20% Holders may, by a written notice to the Company,
      request that the Company file a registration statement under the
      Securities Act with respect to the Registrable Securities specified in the
      notice unless a Piggyback Registration in which the Holders were offered
      an opportunity to participate pursuant to SECTION 6.2 became effective
      (and remained effective for at least one hundred twenty (120) days) during
      the twelve (12) months preceding the date of the request.

            6.2.2 SHORT FORM REGISTRATION: From and after the Short Form
      Eligibility Date, any 20% Holders may, by a written notice to the Company,
      request that the Company register any Registrable Securities specified in
      the notice on a Short Form.

            6.2.3 AGREEMENT OF COMPANY TO REGISTER. As soon as practicable after
      receipt of a notice under SECTION 6.2.1 or SECTION 6.2.2, the Company
      shall use its reasonable efforts to file a registration statement with
      respect to all Registrable Securities that it has been requested to
      include and obtain the effectiveness thereof and to take all other action
      necessary under federal or state law or regulation to permit the
      Registrable Securities to be sold or otherwise disposed of. The Company
      shall maintain such compliance with each such federal and state law and
      regulation for the period necessary for such Holders to effect the
      proposed sale or other disposition. The Company shall also promptly give
      written notice to the Holders and the holders of any other

                                 Page 14 of 25
<PAGE>
      Warrants and/or the holders of any Warrant Shares who have not made a
      request to the Company pursuant to the provisions of SECTION 6.2.1 or
      SECTION 6.2.2 of its intention to effect any required registration or
      qualification, and shall use reasonable efforts to effect as expeditiously
      as possible such registration or qualification of all such other Warrant
      Shares that are then held and/or that may be acquired upon the exercise of
      the Warrants, the Holder or holders of which have requested such
      registration or qualification, within 15 days after such notice has been
      given by the Company, as provided in the preceding sentence.

            6.2.4 PAYMENT OF REGISTRATION EXPENSES FOR DEMAND REGISTRATION. The
      Company shall pay all Registration Expenses in connection with a Demand
      Registration.

            6.2.5 PROCEDURE FOR REQUESTING DEMAND REGISTRATION. Any request for
      a Demand Registration shall specify the aggregate number of the
      Registrable Securities proposed to be sold and the intended method of
      disposition. Within 10 days after receipt of such a request the Company
      will give written notice of such registration request to all Holders and,
      the Company will include in such registration all Registrable Securities
      with respect to which the Company has received written requests for
      inclusion therein within 15 Business Days after the date on which such
      notice is given. Each such request shall also specify the aggregate number
      of Registrable Securities to be registered and the intended method of
      disposition thereof.

            6.2.6 LIMIT ON NUMBER OF DEMAND REGISTRATIONS. The Holders shall not
      be entitled to more than two (2) Demand Registrations pursuant to this
      SECTION 6.2 that become effective under the Securities Act and that in
      each such case remain effective for a period of at least one hundred
      twenty (120) days.

      6.3 REGISTRATION PROCEDURES.

            6.3.1 If and whenever the Company is required to use reasonable
      efforts to take action pursuant to any Federal or state law or regulation
      to permit the sale or other disposition of any Registrable Securities that
      are then held or that may be acquired upon exercise of the Warrants in
      order to effect or cause the registration of any Registrable Securities
      under the Securities Act as provided in this Article 6, the Company shall,
      as expeditiously as practicable:

                  (a) prepare and file with the SEC, as soon as practicable
            within 60 days after the end of the period within which requests for
            registration may be given to the Company a Registration Statement or
            Registration Statements relating to the registration on any
            appropriate form under the Securities Act, which form shall be
            available for the sale of the Registrable Securities in accordance
            with the intended method or methods of distribution thereof, and use
            its reasonable efforts to cause such Registration Statements to
            become effective; provided that before filing a Registration
            Statement or Prospectus or any amendment or supplements thereto,
            including documents incorporated by reference after the initial
            filing of any Registration Statement, the Company will furnish to
            the Holders of the Registrable Securities covered by such
            Registration Statement and the underwriters, if any, copies of all
            such documents proposed to be filed, which documents will be subject
            to the review of such Holders and underwriters;

                                  Page 15 of 25
<PAGE>
                  (b) prepare and file with the SEC such amendments and
            post-effective amendments to a Registration Statement as may be
            necessary to keep such Registration Statement effective for one
            hundred twenty (120) days if the offering is not underwritten
            (provided, however, that the Company may suspend the effectiveness
            of the registration statement for a period of not more than sixty
            (60) days if in the good faith and reasonable judgment of the Board
            of Directors of the Company, (i) a suspension becomes necessary in
            light of pending financing transactions, corporate reorganizations
            or other major events involving the Company or (ii) continuing the
            effectiveness of the registration statement would require a
            disclosure that would materially and adversely affect the business
            or prospects of the Company (with any period of suspension to be
            added to the end of the period from which the Company would
            otherwise be required to keep the registration statement effective
            under this paragraph (b), and provided further however, that such
            120-day period shall be extended by the number of days a Prospectus
            is not available pursuant to Section 6.3.1(i) because of the
            occurrence of an event set forth in Section 6.3.1(c)(vi)); cause the
            related Prospectus to be supplemented by any required Prospectus
            supplement, and as so supplemented to be filed pursuant to Rule 424
            under the Securities Act; and comply with the provisions of the
            Securities Act with respect to the disposition of all securities
            covered by such Registration Statement during such period in
            accordance with the intended methods of disposition by the sellers
            thereof set forth in such Registration Statement or supplement to
            such Prospectus;

                  (c) notify the selling Holders of Registrable Securities
            promptly (i) when a Prospectus or any Prospectus supplement or
            post-effective amendment has been filed, and, with respect to a
            Registration Statement or any post-effective amendment, when the
            same has become effective; (ii) of any request by the SEC for
            amendments or supplements to a Registration Statement or related
            Prospectus or for additional information; (iii) of the issuance by
            the SEC of any stop order suspending the effectiveness of a
            Registration Statement or the initiation of any proceedings for that
            purpose; (iv) if at any time the representations and warranties of
            the Company cease to be true and correct in all material respects;
            (v) of the receipt by the Company of any notification with respect
            to the suspension of the qualification of any of the Registrable
            Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purposes; and (vi) of the
            happening of any event that makes any statement of a material fact
            made in the Registration Statement, the Prospectus or any document
            incorporated therein by reference untrue or which requires the
            making of any changes in the Registration Statement or Prospectus so
            that they will not contain any untrue statement of a material fact
            or omit to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading;

                  (d) make reasonable efforts to obtain the withdrawal of any
            order suspending the effectiveness of a Registration Statement as
            soon as practicable;

                  (e) deliver to each selling Holder of Registrable Securities
            as many copies of the Prospectus or Prospectuses (including each
            preliminary prospectus) any amendment or supplement thereto as each
            such Holder may reasonably request; the Company consents to the use
            of such Prospectus or any amendment or supplement thereto by each

                                 Page 16 of 25
<PAGE>
            of the selling Holders of Registrable Securities in connection with
            the offering and sale of the Registrable Securities covered by such
            Prospectus or any amendment or supplement thereto;

                  (f) prior to any public offering of Registrable Securities,
            cooperate with the selling Holders of Registrable Securities and
            their respective counsel in connection with the registration or
            qualification of such Registrable Securities for offer and sale
            under the securities or Blue Sky laws of such jurisdictions within
            the United States as may be reasonable and customary under the
            circumstances, keep each such registration or qualification
            effective during the period such Registration Statement is required
            to be kept effective and do any and all other acts or things
            necessary or advisable to enable the disposition in such
            jurisdictions of the Registrable Securities covered by the
            applicable Registration Statement; provided that the Company will
            not be required to qualify to do business in any jurisdiction where
            has it not then so qualified or to take any action which would
            subject the Company to general service of process in any
            jurisdiction where it is not at the time so subject;

                  (g) cooperate with the selling Holders of Registrable
            Securities to facilitate the timely preparation and delivery of
            certificates representing Registrable Securities to be sold and not
            bearing any restrictive legends;

                  (h) use reasonable efforts to cause the Registrable Securities
            covered by the applicable Registration Statement to be registered
            with or approved by such other governmental agencies or authorities
            within the United States as may be necessary to enable the seller or
            sellers thereof to consummate the disposition of such Registrable
            Securities;

                  (i) upon the occurrence of any event contemplated by Section
            6.3.1(c)(vi) above, prepare a supplement or post-effective amendment
            to the applicable Registration Statement or related Prospectus or
            any document incorporated therein by reference or file any other
            required document so that, as thereafter delivered to the purchasers
            of the Registrable Securities being sold thereunder, such Prospectus
            will not contain an untrue statement of a material fact or omit to
            state any material fact necessary to make the statements therein not
            misleading;

                  (j) with respect to each issue or class of Registrable
            Securities, use reasonable efforts to cause all Registrable
            Securities covered by the Registration Statements to be listed on
            each securities exchange or automated quotation system, if any, on
            which similar securities issued by the Company are then listed if
            requested by the Holders of a majority of such issue or class of
            Registrable Securities;

                  (k) enter into such agreements and take all such other action
            reasonably required in connection therewith in order to expedite or
            facilitate the disposition of such Registrable Securities; and

                                 Page 17 of 25
<PAGE>
                  (l) otherwise use reasonable efforts to comply with all
            applicable Federal and state regulations; and take such other action
            as may be reasonably necessary to or advisable to enable each such
            Holder to consummate the sale or disposition in such jurisdiction or
            jurisdictions in which any such Registrable Securities are to be
            sold.

            6.3.2 Except as otherwise provided in this Agreement, the Company
      shall have sole control in connection with the preparation, filing,
      withdrawal, amendment or supplementing of each Registration Statement, the
      selection of underwriters and the distribution of any preliminary
      prospectus included in the Registration Statement, and may include within
      the coverage thereof additional shares of Common Stock or other securities
      for its own account or for the account of one or more of its other
      security holders.

            6.3.3 The Company may require each Seller of Registrable Securities
      as to which any registration is being effected to furnish to the Company
      such information regarding the distribution of such securities and such
      other information as may otherwise be required by the Securities Act to be
      included in such Registration Statement.

      6.4 INDEMNIFICATION.

            6.4.1 INDEMNIFICATION BY COMPANY. In connection with each
      Registration Statement relating to disposition of Registrable Securities,
      the Company shall indemnify and hold harmless each Holder, its officers,
      directors and agents and each Person, if any, who controls such Holder
      (within the meaning of Section 15 of the Securities Act or Section 20 of
      the Exchange Act) against any and all losses, claims, damages and
      liabilities, joint or several (including any reasonable investigation,
      legal and other expenses incurred in connection with, and any amount paid
      in settlement of any action, suit or proceeding or any claim asserted), to
      which they, or any of them, may become subject under the Securities Act,
      the Exchange Act or other federal or state law or regulation, at common
      law or otherwise, insofar as such losses, claims, damages or liabilities
      arise out of or are based upon any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement,
      Prospectus or preliminary prospectus or any amendment thereof or
      supplement thereto, or arise out of or are based upon any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that such indemnity shall not inure to the benefit of
      any Holder (or any Person controlling such Holder (within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act)) on
      account of any losses, claims, damages or liabilities arising from the
      sale of the Registrable Securities if such untrue statement or omission or
      alleged untrue statement or omission was made in such Registration
      Statement, Prospectus or preliminary prospectus, or such amendment or
      supplement, in reliance upon and in conformity with information furnished
      in writing to the Company by such Holder specifically for use therein.

            6.4.2 INDEMNIFICATION BY HOLDER. In connection with each
      Registration Statement, each Holder shall indemnify, to the same extent as
      the indemnification provided by the Company in Section 6.4.1, the Company,
      its directors and each officer who signs the Registration Statement and
      each Person who controls the Company (within the meaning of Section 15 of
      the Securities Act and Section 20 of the Exchange Act) but only insofar as
      such losses, claims, damages and

                                  Page 18 of 25
<PAGE>
      liabilities arise out of or are based upon any untrue statement or
      omission or alleged untrue statement or omission which was made in the
      Registration Statement, the Prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto, in reliance upon and in
      conformity with information furnished in writing by such Holder to the
      Company specifically for use therein. In no event shall the liability of
      any selling Holder of Registrable Securities hereunder be greater in
      amount than the dollar amount of the net proceeds received by such Holder
      upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.

            6.4.3 CONDUCT OF INDEMNIFICATION PROCEDURE. Any party that proposes
      to assert the right to be indemnified hereunder will, promptly after
      receipt of notice of commencement of any action, suit or proceeding
      against such party in respect of which a claim is to be made against an
      indemnifying party or parties under this Section, notify each such
      indemnifying party of the commencement of such action, suit or proceeding,
      enclosing a copy of all papers served. No indemnification provided for in
      Section 6.4.1 or 6.4.2 shall be available to any party who shall fail to
      give notice as provided in this Section 6.4.3 if the party to whom notice
      was not given was unaware of the proceeding to which such notice would
      have related and was prejudiced by the failure to give such notice, but
      the omission so to notify such indemnifying party of any such action, suit
      or proceeding shall not relieve it from any liability that it may have to
      any indemnified party for contribution otherwise than under this Section.
      In case any such action, suit or proceeding shall be brought against any
      indemnified party and it shall notify the indemnifying party of the
      commencement thereof, the indemnifying party shall be entitled to
      participate in, and, to the extent that it shall wish, jointly with any
      other indemnifying party similarly notified, to assume the defense
      thereof, with counsel satisfactory to such indemnified party, and after
      notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof and the approval by the
      indemnified party of such counsel, the indemnifying party shall not be
      liable to such indemnified party for any legal or other expenses, except
      as provided below and except for the reasonable costs of investigation
      subsequently incurred by such indemnified party in connection with the
      defense thereof. The indemnified party shall have the right to employ its
      counsel in any such action, but the fees and expenses of such counsel
      shall be at the expense of such indemnified party unless (i) the
      employment of counsel by such indemnified party has been authorized in
      writing by the indemnifying parties, (ii) the indemnified party shall have
      reasonably concluded that there may be a conflict of interest between the
      indemnifying parties and the indemnified party in the conduct of the
      defense of such action (in which case the indemnifying parties shall not
      have the right to direct the defense of such action on behalf of the
      indemnified party) or (iii) the indemnifying parties shall not have
      employed counsel to assume the defense of such action within a reasonable
      time after notice of the commencement thereof, in each of which cases the
      fees and expenses of counsel shall be at the expense of the indemnifying
      parties. An indemnified party shall not be liable for any settlement of
      any action, suit, proceeding or claim effected without its written
      consent.

            6.4.4 CONTRIBUTION. In connection with each Registration Statement
      relating to the disposition of Registrable Securities, if the
      indemnification provided for in Section 6.4.1 hereof is unavailable to an
      indemnified party thereunder in respect to any losses, claims, damages or
      liabilities referred to therein, then the indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities referred to in
      Sections 6.4.1 or 6.4.2 in such proportion as is appropriate to reflect
      the relative fault of the

                                 Page 19 of 25
<PAGE>
      indemnifying party on the one hand and of the indemnified party on the
      other in connection with the statements or omissions that resulted in such
      losses, claims, damages or liabilities, or actions in respect thereof, as
      well as any other relevant equitable considerations. Relative fault shall
      be determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      indemnifying party or the indemnified party and the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent such untrue statement or omission. Notwithstanding anything to the
      contrary in this Section 6.4.4, no selling Holder of Registrable
      Securities shall be required to contribute any amount in excess of the net
      proceeds it received in connection with its sale of Registrable
      Securities.

            6.4.5 SPECIFIC PERFORMANCE. The Company and the Holder acknowledge
      that remedies at law for the enforcement of this Section 6.4 may be
      inadequate and intend that this Section 6.4 shall be specifically
      enforceable.

            6.4.6 SURVIVAL OF OBLIGATIONS. The obligations of the Company and
      the Holder under this Section 6.4 shall survive the completion of any
      offering of Registrable Securities pursuant to a Registration Statement
      under this Article 6, and otherwise.

      6.5 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.

            6.5.1 With a view to making available to the Holders the benefits of
      Rule 144 promulgated under the Securities Act and any other rule or
      regulation of the SEC that may at any time permit a Holder to sell
      securities of the Company to the public without registration or pursuant
      to a registration on Form S-3, the Company agrees to:

                  (a) make and keep public information available, as those terms
            are understood and defined by SEC Rule 144, at all times after 90
            days after the effective date of the first registration statement
            filed by the Company for the offering of its securities to the
            general public;

                  (b) file with the SEC in a timely manner all reports and other
            documents required of the Company under the Securities Act and the
            Exchange Act; and

                  (c) furnish to any Holder, so long as the Holder owns any
            Registrable Securities, forthwith upon request (i) a written
            statement by the Company that it has complied with the reporting
            requirements of SEC Rule 144 (at any time after 90 days after the
            effective date of the first registration statement filed by the
            Company), the Securities Act and the Exchange Act (at any time after
            it has become subject to such reporting requirements), or that it
            qualifies as a registrant whose securities may be resold pursuant to
            Form S-3 (at any time after it so qualifies), (ii) a copy of the
            most recent annual or quarterly report of the Company and such other
            reports and documents so filed by the Company, and (iii) such other
            information as may be reasonably requested in availing any Holder of
            any rule or regulation of the SEC which permits the selling of any
            such securities without registration or pursuant to such form.

                                 Page 20 of 25
<PAGE>
                                   ARTICLE 7

                                  OTHER MATTERS

      7.1 BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
heirs, legal representatives, successors and assigns. Except to the extent
expressly provided in SECTION 6.4.1 and SECTION 6.4.2 nothing in this Warrant,
expressed or implied, is intended to or shall confer on any Person other than
the Company and the Warrantholder, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Warrant.

      7.2 NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders in this Warrant or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to holders of the Company's securities under any other
agreements.

      7.3 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will not
take any action outside the ordinary course of business, or permit any change
within its control to occur outside the ordinary course of business, with
respect to the Registrable Securities which is without a bona fide business
purpose, and which is intended to interfere with the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

      7.4 INTEGRATION/ENTIRE AGREEMENT. This Warrant is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Warrants. This Warrant supersedes all prior agreements and
understandings between the parties with respect to such subject matter (other
than warrants previously issued by the Company to the Warrantholder).

      7.5 AMENDMENTS AND WAIVERS. The provisions of this Warrant, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of holders of at least a
majority of the outstanding Registrable Securities. Holders shall be bound by
any consent authorized by this Section whether or not certificates representing
such Registrable Securities have been marked to indicate such consent.

      7.6 COUNTERPARTS. This Warrant may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.

      7.7 GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

                                 Page 21 of 25
<PAGE>
      7.8 SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provisions in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

      7.9 ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provisions of this Warrant, or where any provision hereof is validly asserted as
a defense, the successful party shall be entitled to recover reasonable
attorneys' fees and disbursements in addition to its costs and expenses and any
other available remedy.

      7.10 COMPUTATIONS OF CONSENT. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (other than the
Warrantholder or subsequent Holders if they are deemed to be such affiliates
solely by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

      7.11 CONSTRUCTION AND OTHER REFERENCES. In this Agreement: All references
to Articles and Sections refer to corresponding Articles and Sections of this
Agreement unless expressly provided otherwise. Titles, captions and headings
appearing at the beginning of any Articles, Sections or other subdivisions are
for convenience only, shall not constitute part of such Articles, Sections or
subdivisions and shall be disregarded in construing the language contained
therein The words "this Agreement," "herein," "hereof," "hereby," "hereunder,"
"hereto," and words of similar import refer to this Agreement as a whole and not
to any particular subdivision unless expressly so limited. Pronouns in
masculine, feminine and neuter genders shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires. Derivatives and other
forms of the terms defined in this Agreement shall have meanings consistent with
the definitions herein provided. The term "including" (or "included" or
"includes") shall be deemed to be followed by the phrase "without limitation".
Unless otherwise expressly provided herein, any reference herein to a day shall
refer to a calendar day. A Person required hereunder or by law to use
"reasonable efforts" shall be entitled to take into account such factors that it
determines to be relevant, including commerciality, feasibility, and economics.
Monetary references are to currency of the United States of America. References
to any Person include that Person's heirs, personal representatives, successors,
trustees, receivers and permitted assigns.

      7.12 NOTICE. Any notices or certificates by the Company to the Holder and
by the Holder to the Company shall be deemed delivered if in writing and
delivered in person or by registered mail (return receipt requested) to the
Holder addressed to it at Bank One, N.A., Attn: Hal E. Fudge, 1717 Main Street,
4th Floor, Dallas, Texas, 75201 or, if the Holder has designated, by notice in
writing to the Company, any other address, to such other address, and if to the
Company, addressed to it at: Attention: Treasurer, Three Riverway, Suite 200,
Houston, Texas 77056, or if the Company has designated, by notice in writing to
the Holder, any other address, to such other address. The Company may change its
address by written notice to the Holder and the Holder may change its address by
written notice to the Company.

                                  Page 22 of 25
<PAGE>
      IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of January 19, 2001.

                                    TRANSPORTATION COMPONENTS, INC.
                                    a Delaware corporation

                                    By: /s/ DAVID N. PHELPS
                                    Title:  Senior Vice President

                                  Page 23 of 25
<PAGE>
                                  EXERCISE FORM

               (TO BE EXECUTED UPON EXERCISE OF WARRANT FOR CASH)

      Transportation Components, Inc.
      Attention: Treasurer
      Three Riverway, Suite 200
      Houston, Texas  77056

            The undersigned hereby irrevocably elects to exercise the right,
      represented by this Warrant, to purchase Warrant Shares and herewith
      tenders payment for ______________ of the Warrant Shares to the order of
      Transportation Components, Inc. in the amount of $______ in accordance
      with the terms of this Warrant.

      Please issue a certificate or certificates for such Warrant Shares in the
name of, and pay any cash for any fractional share to:


                              Name  _______________________________

                                    _______________________________

                                    _______________________________

                                    _______________________________


              (Please print Name, Address and Social Security No.)

                              Signature ___________________________

      Note: The above signature should correspond exactly with the name on the
      first page of this Warrant Certificate or with the name of the assignee
      appearing in the assignment form below.

      If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder.

                                  Page 24 of 25
<PAGE>
                                   ASSIGNMENT

                (TO BE EXECUTED ONLY UPON ASSIGNMENT OF WARRANT)



      For value received, __________________________ hereby sells, assigns and
transfers unto ______________________ the within Warrant, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint _____________________________ attorney, to transfer said Warrant on the
books of the within-named Company with respect to the number of Warrant Shares
set forth below, with full power of substitution in the premises:

NAME(S) OF                                                      NO. OF
ASSIGNEE(S)                   ADDRESS                       WARRANT SHARES
-----------                   -------                       --------------








And if said number of Warrant Shares shall not be all the Warrant Shares
represented by the Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the Warrant Shares registered by said
Warrant.

Dated: ____________, 20__     Signature _____________________________________

Note: The above signature should correspond exactly with the name on the face of
this Warrant

                                  Page 25 of 25