<PAGE>
                                                                     EXHIBIT 4.3




                        FORM OF WARRANT AGENT AGREEMENT

                          Dated as of [________ __], 2005

                                  by and among

                             OGLEBAY NORTON COMPANY

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                As Warrant Agent



<PAGE>
                             WARRANT AGENT AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                              <C>
SECTION 1.   Certain Definitions; General Interpretive Principles..............................1

SECTION 2.   Appointment of Warrant Agent......................................................4

SECTION 3.   Form of Warrant Certificates......................................................4

SECTION 4.   Execution of Warrant Certificates.................................................4

SECTION 5.   Issuance of Warrants; Registration and Countersignature...........................5

SECTION 6.   Registration of Transfers and Exchanges...........................................5

SECTION 7.   Terms of Warrants; Exercise of Warrants...........................................8

SECTION 8.   Payment of Taxes.................................................................11

SECTION 9.   Mutilated or Missing Warrant Certificates........................................11

SECTION 10.  Reservation of Warrant Shares....................................................12

SECTION 11.  Fractional Interests.............................................................12

SECTION 12.  Merger, Consolidation or Change of Name of Warrant Agent.........................12

SECTION 13.  Warrant Agent....................................................................13

SECTION 14.  Resignation and Removal of Warrant Agent; Appointment of Successor...............15

SECTION 15.  Notices to Company and Warrant Agent.............................................16

SECTION 16.  Entire Agreement.................................................................17

SECTION 17.  Supplements and Amendments.......................................................17

SECTION 18.  Successors.......................................................................17

SECTION 19.  Termination......................................................................17

SECTION 20.  Governing Law....................................................................17

SECTION 21.  Benefits of this Warrant Agent Agreement.........................................18

SECTION 22.  Holder Not Deemed a Shareholder..................................................18

SECTION 23.  Counterparts.....................................................................18

SECTION 24.  Severability.....................................................................18
</TABLE>


                                      -i-
<PAGE>
                             WARRANT AGENT AGREEMENT

         WARRANT AGENT AGREEMENT dated as of [________ __], 2005 (this "Warrant
Agent Agreement") between Oglebay Norton Company, an Ohio corporation, and Wells
Fargo Bank, National Association, as warrant agent.

                                    RECITALS

         A. On February 23, 2004, ONCO Investment Company ("ONCO") filed a
voluntary petition for reorganization under Chapter 11 of Title 11 of the United
States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"), which case is being jointly
administered for procedural purposes before the Bankruptcy Court with the cases
of the Company (as defined below) and all of the other direct and indirect
wholly-owned subsidiaries of the Company (and collectively with ONCO, the
"Debtors") under case number 04-10558 (collectively, the "Chapter 11 Cases").

         B. Pursuant to the Second Amended Plan of Reorganization of Debtors and
Debtors in Possession, dated July 30, 2004 (as further amended or modified, the
"Plan"), which has been confirmed by the Bankruptcy Court in the Chapter 11
Cases, the Company is required to issue warrants (the "Warrants") entitling the
Holders (as defined below) to up to 576,256 shares of New Common Stock (as
defined below).

         C. The Company desires the Warrant Agent (as defined below) to act on
behalf of the Company, and the Warrant Agent is willing to act as the agent of
the Company in connection with the issuance, form, registration, exercise,
transfer and exchange of the Warrants as well as other matters as provided
herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, and for the purpose of defining the
respective rights and obligations of the Company, the Warrant Agent and the
Holders, the parties hereto agree as follows:

         SECTION 1. Certain Definitions; General Interpretive Principles.

              (a) Certain Definitions. As used in this Warrant Agent Agreement,
the following terms will have the following respective meanings:

         "Bankruptcy Code" has the meaning set forth in Recital A to this
Warrant Agent Agreement.

         "Bankruptcy Court" has the meaning set forth in Recital A to this
Warrant Agent Agreement.

         "Business Day" means any day, other than a Saturday or Sunday, on which
national banking institutions in Cleveland, Ohio and Minneapolis, Minnesota are
open.

         "Chapter 11 Cases" has the meaning set forth in Recital A to this
Warrant Agent Agreement.

<PAGE>
         "Company" means Oglebay Norton Company, an Ohio corporation, and its
successors and assigns.

         "Debtors" has the meaning set forth in Recital A to this Warrant Agent
Agreement.

         "Definitive Warrant Certificates" have the meaning set forth in Section
3.

         "Definitive Warrants" have the meaning set forth in Section 3.

         "Depositary" has the meaning set forth in Section 3.

         "Distribution Record Date" means the date on which the Bankruptcy Court
enters the order confirming the Plan pursuant to Section 1129 of the Bankruptcy
Code.

         "Distribution Record Date Stock Register" means the register listing
each record holder of the Old Common Stock as of the close of business on the
Distribution Record Date and setting forth the following information with
respect to each such holder: (a) legal name, (b) mailing address, (c) tax
identification number and (d) the number of shares of Old Common Stock
registered with such record holder.

         "Effective Date" means January 31, 2005.

         "Exercise Amount" has the meaning set forth in Section 7(b).

         "Exercise Price" means the purchase price per New Common Share to be
paid upon the exercise of the Warrants in accordance with the terms hereof,
which price will be $10.00 per New Common Share.

         "Expiration Date" means March 2, 2005.

         "Global Warrant Certificates" have the meaning set forth in Section 3.

         "Global Warrants" have the meaning set forth in Section 3.

         "Holder" means a person registered as the record holder of the
Warrants.

         "New Common Shares" means shares of New Common Stock.

         "New Common Stock" means the common stock, par value $0.01 per share,
of the Company on and after the Effective Date, and any other capital stock of
the Company into which such common stock may be converted or reclassified or
that may be issued in respect of, in exchange for, or in substitution for, such
common stock by reason of any stock splits, stock dividends, distributions,
mergers, consolidations or other like events.

         "Officer" has the meaning set forth in Section 4.

         "Old Common Stock" means the common stock, par value $1.00 per share,
of the Company prior to the Effective Date.



                                      -2-
<PAGE>
         "Original Holder" means a person registered as the record holder of the
Warrants on the Effective Date.

         "ONCO" has the meaning set forth in Recital A to this Warrant Agent
Agreement.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Plan" has the meaning set forth in Recital B to this Warrant Agent
Agreement.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Transfer Agent" has the meaning set forth in Section 10.

         "Warrant" or "Warrants" has the meaning set forth in Recital B to this
Warrant Agent Agreement.

         "Warrant Agent" means Wells Fargo Bank, National Association or the
successor or successors of such Warrant Agent appointed in accordance with the
terms hereof.

         "Warrant Certificates" means the Definitive Warrant Certificates and
the Global Warrant Certificates.

         "Warrant Exercise Notice" has the meaning set forth in Section 7(b).

         "Warrant Shares" means the New Common Shares issued or issuable upon
the exercise of the Warrants.

              (b) General Interpretative Principles. For purposes of this
Warrant Agent Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

                     (i)    the terms defined herein include the plural as well
                            as the singular, and the use of any gender herein
                            will be deemed to include the other gender;

                     (ii)   accounting terms not otherwise defined herein have
                            the meanings given to them in accordance with
                            generally accepted accounting principles;

                     (iii)  references herein to "Articles", "Sections",
                            "Subsections", "Paragraphs", and other subdivisions
                            without reference to a document are to designated
                            Articles, Sections, Subsections, Paragraphs and
                            other subdivisions hereof;

                     (iv)   a reference to a Subsection without further
                            reference to a Section is a reference to such
                            Subsection as contained in the same Section in


                                      -3-
<PAGE>
                            which the reference appears, and this rule will also
                            apply to Paragraphs and other subdivisions;

                     (v)    the words "herein", "hereof", "hereunder" and other
                            words of similar import refer to this Warrant Agent
                            Agreement as a whole and not to any particular
                            provision;

                     (vi)   the words "include" and "including" will mean
                            without limitation by reason of enumeration; and

                     (vii)  the headings in this Warrant Agent Agreement are
                            solely for convenience of reference and will be
                            given no effect in the construction or
                            interpretation of this Warrant Agent Agreement.

         SECTION 2. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the
instructions set forth hereinafter in this Warrant Agent Agreement, and the
Warrant Agent hereby accepts such appointment, upon the terms and conditions
hereinafter set forth.

         SECTION 3. Form of Warrant Certificates. Subject to the provisions of
this Warrant Agent Agreement, in accordance with the terms of the Plan, on the
Effective Date, Warrants to purchase the Warrant Shares will be issued by the
Company in the amounts and to the recipients specified in the Plan. The Warrants
will be issued in definitive form (the "Definitive Warrants"), substantially in
the form of Exhibit A-1, and in global form (the "Global Warrants"),
substantially in the form of Exhibit A-2. Each certificate representing Global
Warrants will represent such of the outstanding Warrants as will be specified
therein and each certificate will provide that it will 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. The Depository Trust Company (the
"Depositary") will act as securities depositary for the Global Warrants. Upon
request, a Holder may receive from the Depositary and the Warrant Agent separate
Definitive Warrants as set forth in Section 6 below. Any certificates evidencing
the Definitive Warrants (the "Definitive Warrant Certificates") or the Global
Warrants (the "Global Warrant Certificates") to be delivered pursuant to this
Warrant Agent Agreement will be substantially in the forms set forth in Exhibit
A-1 and Exhibit A-2, respectively, attached hereto.

         SECTION 4. Execution of Warrant Certificates. Warrant Certificates will
be signed on behalf of the Company by its Chairman of the Board of Directors or
its President and Chief Executive Officer or a Vice President and by its
Secretary or an Assistant Secretary (each, an "Officer"). Each such signature
upon the Warrant Certificates may be in the form of a facsimile signature of any
present or any future Officer and may be imprinted or otherwise reproduced on
the Warrant Certificates and for that purpose the Company may adopt and use the
facsimile signature of any such Officer.

         If any Officer who will have signed any of the Warrant Certificates
will cease to be such Officer before the Warrant Certificates so signed will
have been countersigned by the Warrant Agent, or disposed of by the Company,
such Warrant Certificates nevertheless may be


                                      -4-
<PAGE>
countersigned and delivered or disposed of as though such person had not ceased
to be such Officer; and any Warrant Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such Warrant
Certificate, will be an Officer, although at the date of the execution of this
Warrant Agent Agreement any such person was not such an Officer.

         SECTION 5. Issuance of Warrants; Registration and Countersignature. The
Warrant Agent, on behalf of the Company, will (a) number the Warrant
Certificates received from the Company, (b) insert the name of the Holder and
the number of Warrants and Warrant Shares such Holder is entitled to receive on
each respective Warrant Certificate based on the information provided in the
Distribution Record Date Stock Register to the Warrant Agent by the Company, and
(c) register the Warrant Certificates in a register as they are issued.

         The Warrant Agent will also countersign the Warrant Certificates.
Warrant Certificates will be countersigned manually by the Warrant Agent and
will not be valid for any purpose unless so countersigned. The Warrant Agent
will, upon written instructions of the Chairman of the Board of Directors, the
President and Chief Executive Officer or a Vice President of the Company,
initially countersign, issue and deliver Warrants entitling the Holders thereof
to purchase approximately the number of Warrant Shares referred to in Recital B
above and will countersign and deliver Warrants as otherwise provided in this
Warrant Agent Agreement.

         On the Effective Date, the Warrant Agent will then arrange to deliver
or cause to be delivered, by first class mail, the Warrant Certificates to the
respective Holders at the mailing address set forth in the Distribution Record
Date Stock Register.

         The Company and the Warrant Agent may deem and treat the Holder(s) of
the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for all
purposes, and neither the Company nor the Warrant Agent will be affected by any
notice to the contrary.

         SECTION 6. Registration of Transfers and Exchanges.

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

                     (i)    to register the transfer of the Definitive Warrant
                            Certificates; or

                     (ii)   to exchange such Definitive Warrant Certificates for
                            an equal number of Definitive Warrants of other
                            authorized denominations, the Warrant Agent will
                            register the transfer or make the exchange as
                            requested if its requirements for such transactions
                            are met; provided, however, that the Definitive
                            Warrant Certificates presented or surrendered for
                            registration of transfer or exchange:

                            (A)    will be duly endorsed or accompanied by a
                                   written instruction of transfer in the form
                                   required by the Warrant Agent Agreement or
                                   satisfactory to the Warrant Agent,


                                      -5-
<PAGE>
                                   duly executed by the Holder thereof or by his
                                   attorney, duly authorized in writing; and

                            (B)    upon the request of the Company, such request
                                   will be accompanied by evidence, including an
                                   opinion of counsel if requested, reasonably
                                   satisfactory to the Company (and its counsel)
                                   that either:

                                   (1)    the Warrant is being delivered to the
                                          Warrant Agent by a Holder for
                                          registration in the name of such
                                          Holder, without transfer; or

                                   (2)    the Warrant is being transferred in
                                          reliance on an exemption from the
                                          registration requirements of the
                                          Securities Act.

              (b) Exchange of a Definitive Warrant for a Beneficial Interest in
a Global Warrant. Upon receipt by the Warrant Agent of a Definitive Warrant that
is not a restricted Warrant, duly endorsed or accompanied by appropriate
instruments of transfer, in the form required by this Warrant Agent Agreement or
satisfactory to the Warrant Agent, together with, written instructions directing
the Warrant Agent to make, or to direct the Depositary to make, an endorsement
on the Global Warrant Certificate to reflect an increase in the number of
Warrants represented by the Global Warrant Certificate, then the Warrant Agent
will 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 Certificate to be increased accordingly. If no Global
Warrant Certificate is then outstanding, the Company will issue and the Warrant
Agent will countersign a new Global Warrant Certificate representing the
appropriate number of Warrants.

              (c) Transfer and Exchange of Global Warrants or Beneficial
Interests Therein. The transfer and exchange of Global Warrants or beneficial
interests represented by a Global Warrant Certificate will be effected through
the Depositary, in accordance with this Warrant Agent Agreement and the
procedures of the Depositary therefor.

              (d) Exchange 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 written request to the Warrant
                            Agent, exchange such beneficial interest for a
                            certificate representing 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
                            interest in a Global Warrant, the Warrant Agent will
                            cause, in accordance with the standing instructions
                            and procedures existing between the Depositary and


                                      -6-
<PAGE>
                            Warrant Agent, a Definitive Warrant Certificate
                            representing the number of Warrants representing
                            such person's beneficial interests to be issued and
                            simultaneously reduce the number of Warrants
                            represented by the Global Warrant Certificate.

                     (ii)   Definitive Warrant Certificates issued in exchange
                            for beneficial interests represented by a Global
                            Warrant pursuant to this Section 6(d) will be
                            registered in such names as the Depositary, pursuant
                            to instructions from its direct or indirect
                            participants or otherwise, will instruct the Warrant
                            Agent. The Warrant Agent will deliver such
                            Definitive Warrant Certificates to the persons in
                            whose names such Warrants are so registered.

              (e) Restrictions on Transfer and Exchange of Global Warrants.
Notwithstanding any other provisions of this Warrant Agent Agreement (other than
the provisions set forth in Subsection (g) of this Section 6), a Global Warrant
Certificate 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) Countersigning of Definitive Warrants in Absence of
Depositary. If at any time:

                     (i)    the Depositary notifies the Company that it is
                            unwilling or unable to continue as Depositary for
                            the Global Warrants and a successor Depositary for
                            the Global Warrants is not appointed by the Company
                            within five Business Days after delivery of such
                            notice; or

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

then the Company will execute, and the Warrant Agent, upon written instructions
signed by two Officers of the Company, will countersign and deliver Definitive
Warrant Certificates, in an aggregate number equal to the number of Warrants
represented by Global Warrants, in exchange for such Global Warrants.

              (g) Cancellation of Global Warrant. At such time as all beneficial
interests in Global Warrants have either been exchanged for Definitive Warrants,
exercised, redeemed, repurchased or cancelled, all Global Warrant Certificates
will be returned to, and then cancelled by, the Warrant Agent.

              (h) Obligations with respect to Transfers and Exchanges of
Warrants.

                     (i)    To permit registrations of transfers and exchanges,
                            the Company will execute and the Warrant Agent is
                            hereby authorized to countersign, in accordance with
                            the provisions of Section 5 and


                                      -7-
<PAGE>
                            this Section 6, Definitive Warrant Certificates and
                            Global Warrant Certificates as required pursuant to
                            the provisions of this Section 6.

                     (ii)   All Definitive Warrant Certificates and Global
                            Warrant Certificates issued upon any registration of
                            transfer or exchange of Definitive Warrants or
                            Global Warrants will be the valid obligations of the
                            Company, entitled to the same benefits under this
                            Warrant Agent Agreement, as the Definitive Warrants
                            or Global Warrants surrendered upon such
                            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 will be affected by notice to the contrary.

                     (iv)   No service charge will be made to a Holder for any
                            registration, transfer or exchange, but the Company
                            may require payment of a sum sufficient to cover any
                            stamp or other governmental charge that may be
                            imposed on a Holder in connection with any such
                            exchange or registration of transfer.

         SECTION 7. Terms of Warrants; Exercise of Warrants. (a) Each Warrant
will be exercisable at any time and from time to time beginning on the Effective
Date and ending on 5:00 p.m., Eastern time, on the Expiration Date. After 5:00
p.m., Eastern time, on the Expiration Date, the Warrants will become void and of
no value and all rights of the holder under the Warrant Certificate evidencing
such Warrant and under this Warrant Agent Agreement will cease. On the Effective
Date, each record holder of Old Common Stock as of the close of business on the
Distribution Record Date will receive one Warrant for each share of Old Common
Stock then held. Subject to the provisions of this Warrant Agent Agreement and
applicable law, each Warrant issued on the Effective Date will entitle the
Original Holder thereof to purchase from the Company (and the Company will issue
and sell to such Original Holder) one-tenth (1/10th) of a fully paid and
nonassessable share of New Common Stock. The Warrants will entitle the Holder
thereof to purchase at the Exercise Price one Common Share for each ten (10)
Warrants held. Except in the case where a Holder is exercising all Warrants then
held, Warrant Shares may be purchased only pursuant to the exercise of Warrants
in integral multiples of ten (10). No fractions of a Warrant Share will be
issued upon exercise of any Warrants. If any fraction of a Warrant Share would
be issuable on the exercise of all Warrants then held by a Holder, the number of
Warrant Shares issuable to such Holder pursuant to such Warrants will reflect a
rounding to the nearest whole number of Warrant Shares to be issued (up or
down), with half shares being rounded up as provided in Section 11. The Warrants
are transferable; provided, however, that any Warrants held by an affiliate of
the Company may generally only be resold pursuant to a valid exemption under the
Securities Act. The Warrants are exercisable by the subsequent Holder thereof
pursuant to the terms and conditions provided in this Warrant Agent Agreement.


                                      -8-
<PAGE>
              (b) Warrants may be exercised upon surrender to the Company at the
principal office of the Warrant Agent of (i) the certificate or certificates
evidencing the Warrants to be exercised, (ii) the form of election to purchase
on the reverse of such certificate or certificates (the "Warrant Exercise
Notice") duly filled in and signed, which signature must be guaranteed by an
Eligible Guarantor Institution pursuant to SEC Rule 17Ad-15, and (iii) payment
to the Warrant Agent, for the account of the Company, of the amount equal to the
Exercise Price multiplied by the number of shares of New Common Stock (the
"Exercise Amount") of which such Warrants are then exercised. Payment of the
Exercise Amount will be made to the Warrant Agent by certified check, official
bank check, express money order, payable to the order of the Company, or by wire
transfer in immediately available funds as follows:

         Wells Fargo Bank, National Association
         San Francisco, California

         ABA # 121000248

         A/C # 16749600
         A/C Name: Oglebay Norton Company Warrants

         REF: Wells Fargo Bank, National Association,
         As Agent for Oglebay Norton Company
         Attn: Jane Schweiger

         The exercise of Warrants by Holders of beneficial interest in Global
Warrants will be effected in accordance with this Warrant Agent Agreement and
the procedures of the Depository therefor.

              (c) All Warrant Certificates surrendered upon exercise of Warrants
will be cancelled by the Warrant Agent. Such cancelled Warrant Certificates will
then be disposed of by the Warrant Agent in accordance with the Warrant Agent's
customary procedures and shall provide evidence to the Company upon its request
of any such cancelled Warrant Certificates. The Warrant Agent will account
promptly to the Company with respect to Warrants exercised and concurrently pay
to the Company all monies received by the Warrant Agent for the purchase of the
Warrant Shares through the exercise of such Warrants. On or before the third day
following the Expiration Date, the Warrant Agent will certify in writing,
delivered as provided in Section 15 hereof, the actual number of Warrants
exercised and paid for as of 5:00 p.m., Eastern time, on the Expiration Date.

              (d) Any exercise of a Warrant pursuant to the terms of this
Warrant Agent Agreement will be irrevocable and will constitute a binding
agreement between the Holder and the Company, enforceable in accordance with its
terms.

              (e) The Warrant Agent will:

                     (i)    examine all Warrant Exercise Notices and all other
                            documents delivered to it by or on behalf of Holders
                            as contemplated by the Warrant Certificates to
                            ascertain whether, on their face, such Warrant
                            Exercise Notices and any such other documents have
                            been


                                      -9-
<PAGE>
                            executed and completed in accordance with their
                            terms and the terms of the Warrant Certificates and
                            this Warrant Agent Agreement;

                     (ii)   where a Warrant Exercise Notice or other document
                            appears on its face to have been improperly
                            completed or executed or some other irregularity in
                            connection with the exercise of the Warrants exists,
                            the Warrant Agent will endeavor to inform the
                            appropriate parties (including the person submitting
                            such instrument) of the need for fulfillment of all
                            requirements, specifying those requirements which
                            appear to be unfulfilled;

                     (iii)  inform the Company of and cooperate with and assist
                            the Company in resolving any reconciliation problems
                            between Warrant Exercise Notices received and
                            delivery of Warrants to the Warrant Agent's account;

                     (iv)   advise the Company no later than one business day
                            after receipt of a Warrant Exercise Notice, of (A)
                            the receipt of such Warrant Exercise Notice and the
                            number of Warrants exercised in accordance with the
                            terms and conditions of this Warrant Agent
                            Agreement, (B) the instructions with respect to
                            delivery of the shares of New Common Stock of the
                            Company deliverable upon such exercise, subject to
                            timely receipt from the Depositary of the necessary
                            information, and (C) such other information as the
                            Company will reasonably require; and

                     (v)    subject to New Common Stock being made available to
                            the Warrant Agent by or on behalf of the Company for
                            delivery to the Depositary, liaise with the
                            Depositary and endeavor to effect such delivery to
                            the relevant accounts at the Depositary in
                            accordance with its requirements.

              (f) All questions as to the validity, form and sufficiency
(including time of receipt) of a Warrant exercise will be determined by the
Company in its sole discretion, which determination will be final and binding.
The Warrant Agent will incur no liability for or in respect of such
determination by the Company. The Company reserves the right to reject any and
all Warrant Exercise Notices not in proper form or for which any corresponding
agreement by the Company to exchange would, in the opinion of the Company, be
unlawful. Such determination by the Company will be final and binding on the
Holders, absent manifest error. Moreover, the Company reserves the absolute
right to waive any of the conditions to the exercise of Warrants or defects in
Warrant Exercise Notices with regard to any particular exercise of Warrants. The
Company will be under no duty to give notice to the Holders of the Warrants of
any irregularities in any exercise of Warrants, nor will it incur any liability
for the failure to give such notice.


                                      -10-
<PAGE>
              (g) As soon as practicable after the exercise of any Warrant, the
Company will issue, or otherwise deliver, in authorized denominations to or upon
the order of the Holder of the Warrant Certificates evidencing such Warrants,
either:

                     (i)    if such Holder holds the Warrant being exercised
                            through the Depositary's book-entry transfer
                            facilities, by credit to the Depositary for the
                            account of such Holder or for the account of a
                            participant in the Depositary the number of Warrant
                            Shares to which such Holder is entitled, in each
                            case registered in such name and delivered to such
                            account as directed in the Warrant Exercise Notice
                            by such Holder or by the direct participant in the
                            Depositary through which such Holder is acting, or

                     (ii)   if such Holder holds the Warrants being exercised in
                            the form of Definitive Warrant Certificates, by
                            delivery to the address designated by such Holder in
                            its Warrant Exercise Notice of a physical
                            certificate representing the number of Warrant
                            Shares to which such Holder is entitled, in fully
                            registered form, registered in such name or names as
                            may be directed by such Holder. If less than all of
                            the Warrants evidenced by a Warrant Certificate
                            surrendered upon the exercise of Warrants are
                            exercised at any time prior to the date of
                            expiration for the Warrants, a new Warrant
                            Certificate or Certificates will be issued for the
                            remaining number of Warrants evidenced by the
                            Warrant Certificate so surrendered, and the Warrant
                            Agent is hereby authorized to countersign the
                            required new Warrant Certificate or Certificates
                            pursuant to the provisions of Section 5 and this
                            Section 7.

              (h) The Warrant Agent will keep copies of this Warrant Agent
Agreement and any notices given or received hereunder by or from the Company
available for inspection by the Holders during normal business hours at its
office. The Company will supply the Warrant Agent from time to time with such
numbers of copies of this Warrant Agent Agreement as the Warrant Agent may
request.

         SECTION 8. Payment of Taxes. The Company will pay all documentary stamp
taxes attributable to the initial issuance of Warrant Shares upon the exercise
of Warrants; provided that the Company will not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue of
any new certificates evidencing the Warrants or any certificates for Warrant
Shares in a name other than that of the registered Holder upon the exercise of
Warrants, and the Company or the Warrant Agent will not be required to issue or
deliver such new certificates evidencing the Warrants or certificates for
Warrant Shares unless or until the person or persons requesting the issuance
thereof will have paid to the Company the amount of such tax or will have
established to the satisfaction of the Company that such tax has been paid.

         SECTION 9. Mutilated or Missing Warrant Certificates. If any Warrant
Certificate will be mutilated, lost, stolen or destroyed, the Company may in its
discretion issue and the Warrant Agent may countersign in exchange and
substitution for, and upon cancellation of, the Warrant


                                      -11-
<PAGE>
Certificate, if mutilated or in lieu of and substitution for the Warrant
Certificate, if lost, stolen or destroyed, a new certificate of like tenor
evidencing an equal number of Warrants, but only upon receipt of evidence
reasonably satisfactory to the Company and Warrant Agent of such loss, theft or
destruction and indemnity and security therefor, if requested, also satisfactory
to the Company and the Warrant Agent. Applicants for such substitute Warrant
Certificate will also comply with such other reasonable regulations and pay such
other reasonable charges as the Company or Warrant Agent may prescribe.

         SECTION 10. Reservation of Warrant Shares. The Company will at all
times reserve and keep available, free from preemptive rights, or any other
actual contingent purchase rights of persons other than the Holders out of the
aggregate of its authorized but unissued New Common Shares, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of
Warrants, the maximum number of New Common Shares which may then be deliverable
upon the exercise of all outstanding Warrants.

         The transfer agent for the New Common Stock (the "Transfer Agent") and
every subsequent transfer agent for any shares of the Company's capital stock
issuable upon the exercise of any of the rights of purchase aforesaid will be
irrevocably authorized and directed at all times to reserve such number of
authorized shares as will be required for such purpose. The Company will keep a
copy of this Warrant Agent Agreement on file with the Transfer Agent and with
every subsequent transfer agent for any shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from
time to time from such Transfer Agent the stock certificates required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of this
Warrant Agent Agreement. The Company will supply such Transfer Agent with duly
executed certificates for such purposes. The Company will furnish such Transfer
Agent a copy of all notices of adjustments and certificates related thereto, if
any, transmitted to each Holder of the Warrants pursuant to this Warrant Agent
Agreement.

         The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will be, upon payment or other satisfaction of the Exercise
Price and issuance thereof, fully paid, nonassessable, free of preemptive rights
and free from all taxes, liens, charges and security interests with respect to
the issue thereof.

         SECTION 11. Fractional Interests. The Company will not be required to
issue fractional Warrant Shares upon the exercise of Warrants. If more than one
Warrant will be presented for exercise at the same time by the Holder, the full
number of Warrant Shares which will be issuable upon the exercise thereof will
be computed on the basis of the aggregate number of Warrant Shares purchasable
on exercise of the Warrants so presented. If any fraction of a Warrant Share
would be issuable on the exercise of any Warrants as provided in Section 7, the
actual distribution of Warrant Shares will reflect a rounding to the nearest
whole number of Warrant Shares to be issued (up or down), with half shares being
rounded up.

         SECTION 12. Merger, Consolidation or Change of Name of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent will be a party, or any corporation succeeding to the
business of the Warrant Agent, will be the


                                      -12-
<PAGE>
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
such corporation would be eligible for appointment as a successor to the Warrant
Agent under the provisions of Section 14. Any such successor warrant agent will
promptly cause notice of its succession as Warrant Agent to be mailed (by first
class mail, postage prepaid) to each Holder at such Holder's last address as
shown on the register maintained by the Warrant Agent pursuant to this Warrant
Agent Agreement. In case at the time such successor to the Warrant Agent will
succeed to the agency created by this Warrant Agent Agreement, and in case at
that time any of the Warrant Certificates will have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of
the Warrant Certificates will not have been countersigned, any successor to the
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor to the Warrant
Agent; and in all such cases such Warrant Certificates will have the full force
and effect provided in the Warrant Certificates and in this Warrant Agent
Agreement.

         In case at any time the name of the Warrant Agent will be changed and
at such time any of the Warrant Certificates will have been countersigned but
not delivered, the Warrant Agent whose name has been changed may adopt the
countersignature under its prior name, and in case at that time any of the
Warrant Certificates will not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant Certificates will have the full force
and effect provided in the Warrant Certificates and in this Warrant Agent
Agreement.

         SECTION 13. Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Warrant Agent Agreement and the Warrant Certificate,
in each case, upon the following terms and conditions, by all of which the
Company and the Holders of Warrants, by their acceptance thereof, will be bound:

              (a) The statements contained herein and in the Warrant
Certificates will be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

              (b) The Warrant Agent will not be responsible for any failure of
the Company to comply with any of the covenants contained in this Warrant Agent
Agreement or in the Warrant Certificates to be complied with by the Company.

              (c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
will incur no liability or responsibility to the Company or to any Holder of any
Warrant Certificate in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel, absent gross negligence, bad faith or willful misconduct (each as
determined by a final order, judgment, ruling or decree of a court of competent
jurisdiction) in the selection and continued retention of such counsel and the
reliance on such counsel's advice.


                                      -13-
<PAGE>
              (d) The Warrant Agent will incur no liability or responsibility to
the Company or to any Holder of any Warrant Certificate for any action taken in
reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

              (e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Warrant Agent Agreement as more fully described on Exhibit D attached
hereto. In addition, the Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, reasonable
costs and reasonable counsel fees and expenses, for anything done or omitted by
the Warrant Agent in the execution of this Warrant Agent Agreement except as a
result of its gross negligence, bad faith or willful misconduct (each as
determined by a final order, judgment, ruling or decree of a court of competent
jurisdiction). Notwithstanding the foregoing, the Company will not be
responsible for any settlement made without its written consent, which consent
will not be unreasonably withheld.

              (f) The Warrant Agent will be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more Holders of Warrant Certificates will
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this provision will not affect the power
of the Warrant Agent to take such action as it may consider proper, whether with
or without any such security or indemnity. All rights of action under this
Warrant Agent Agreement or under any of the Warrants may be enforced by the
Warrant Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent will be brought
in its name as Warrant Agent and any recovery of judgment will be for the
ratable benefit of the Holders of the Warrants, as their respective rights or
interests may appear.

              (g) The Warrant Agent, and any shareholder, affiliate, director,
officer or employee thereof, may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Warrant Agent under this Warrant Agent Agreement, or a shareholder, affiliate,
director, officer or employee of the Warrant Agent, as the case may be. Nothing
herein will preclude the Warrant Agent from acting in any other capacity for the
Company or for any other legal entity.

              (h) The Warrant Agent will act hereunder solely as agent for the
Company, and its duties will be determined solely by the provisions hereof. The
Warrant Agent will not be liable for anything which it may do or refrain from
doing in connection with this Warrant Agent Agreement except for its own gross
negligence, bad faith or willful misconduct (each as determined by a final
order, judgment, decree or ruling of a court of competent jurisdiction).

              (i) 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 of the
provisions of this Warrant Agent Agreement.


                                      -14-
<PAGE>
              (j) The Warrant Agent will not be under any responsibility in
respect of the validity of this Warrant Agent Agreement or the execution and
delivery hereof (except the due and validly authorized execution hereof by the
Warrant Agent) or in respect of the validity or execution of any Warrant
Certificate (except its due and validly authorized countersignature thereof),
nor will the Warrant Agent by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of the Warrant
Shares to be issued pursuant to this Warrant Agent Agreement or any Warrant
Certificate or as to whether the Warrant Shares will when issued be validly
issued, fully paid and nonassessable or as to the Exercise Price or the number
of Warrant Shares issuable upon exercise of any Warrant.

              (k) The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Officers and to apply to the Officers for advice or instructions in connection
with its duties, and such instructions will be full authorization and protection
to the Warrant Agent and the Warrant Agent will not be liable for any action
taken, suffered to be taken, or omitted to be taken by it in good faith in
accordance with instructions of the Officer or in good faith reliance upon any
statement signed by any one of the Officers with respect to any fact or matter
(unless other evidence in respect thereof is herein specifically prescribed)
which may be deemed to be conclusively proved and established by such signed
statement.

              (l) If the Warrant Agent will receive any notice or demand (other
than notice of or demand for exercise of Warrants) addressed to the Company by
any Holder pursuant to the provisions of the Warrant Certificates, the Warrant
Agent will promptly forward such notice or demand to the Company.

              (m) No provision of this Warrant Agent Agreement will be construed
to relieve the Warrant Agent from liability for its own gross negligence, bad
faith or willful misconduct.

         SECTION 14. Resignation and Removal of Warrant Agent; Appointment of
Successor. No resignation or removal of the Warrant Agent and no appointment of
a successor warrant agent will become effective until the acceptance of
appointment by the successor warrant agent as provided herein. The Warrant Agent
may resign its duties and be discharged from all further duties and liability
hereunder (except liability arising as a result of the Warrant Agent's own gross
negligence, bad faith or willful misconduct) after giving written notice to the
Company. The Company may remove the Warrant Agent upon written notice, and the
Warrant Agent will thereupon in like manner be discharged from all further
duties and liabilities hereunder, except as aforesaid. The Warrant Agent will,
at the Company's expense, mail (by first class mail, postage prepaid) to each
Holder of a Warrant at his last address as shown on the register of the Company
maintained by the Warrant Agent a copy of said notice of resignation or notice
of removal, as the case may be. Upon such resignation or removal, the Company
will appoint in writing a new warrant agent. If the Company will fail to make
such appointment within a period of 20 days after it has been notified in
writing of such resignation by the resigning Warrant Agent or after such
removal, then the resigning Warrant Agent or the Holder of any Warrant may apply
to any court of competent jurisdiction for the appointment of a new warrant
agent. Any new warrant agent, whether appointed by the Company or by such a
court, will be a corporation doing business under the laws of the United States
or any state thereof, in good standing and having a


                                      -15-
<PAGE>
combined capital and surplus of not less than $50,000,000. The combined capital
and surplus of any such new warrant agent will be deemed to be the combined
capital and surplus as set forth in the most recent annual report of its
condition published by such warrant agent prior to its appointment, provided
that such reports are published at least annually pursuant to law or to the
requirements of a federal or state supervising or examining authority. After
acceptance in writing of such appointment by the new warrant agent, it will be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named herein as the Warrant Agent, without any further
assurance, conveyance, act or deed; but if for any reason it will be necessary
or expedient to execute and deliver any further assurance, conveyance, act or
deed, the same will be done at the expense of the Company and will be legally
and validly executed and delivered by the resigning or removed Warrant Agent.
Not later than the effective date of any such appointment, the Company will give
notice thereof to the resigning or removed Warrant Agent. Failure to give any
notice provided for in this Section, however, or any defect therein, will not
affect the legality or validity of the resignation of the Warrant Agent or the
appointment of a new warrant agent, as the case may be.

         SECTION 15. Notices to Company and Warrant Agent. Any notice or demand
authorized or required by this Warrant Agent Agreement to be given or made by
the Warrant Agent or by the Holder of any Warrant Certificate to or on the
Company will be sufficiently given or made when and if deposited in the mail,
first class or registered, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:

         Oglebay Norton Company
         North Point Tower
         1001 Lakeside Avenue
         Cleveland, Ohio 44114-1151
         Telecopy:  216-861-2313
         Telephone: 216-861-3300
         Attention:  Rochelle F. Walk, Esq.

         With a copy to:

         Jones Day
         North Point
         901 Lakeside Avenue
         Cleveland, Ohio 44114
         Telecopy: 216-579-0212
         Telephone: 216-586-3939
         Attention: David P. Porter, Esq.

         In case the Company will fail to maintain such office or agency or will
fail to give such notice of the location or of any change in the location
thereof, presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

         Any notice pursuant to this Warrant Agent Agreement to be given by the
Company or by the Holder(s) of any Warrant Certificate to the Warrant Agent will
be sufficiently given when


                                      -16-
<PAGE>
and if deposited in the mail, first-class or registered, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) to the Warrant Agent as follows:

         Wells Fargo Bank, N.A.
         Corporate Trust Services
         Sixth and Marquette
         MAC N9303-120
         Minneapolis, MN 55479
         Telephone:  612-667-2344
         Facsimile:  612-667-9825
         Attention:  Jane Y. Schweiger

         SECTION 16. Entire Agreement. This Warrant Agent Agreement constitutes
the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof and may not be amended, except in a writing
signed by both of them.

         SECTION 17. Supplements and Amendments. The Company and the Warrant
Agent may from time to time supplement or amend this Warrant Agent Agreement
without the approval of any Holders of Warrant Certificates in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Agent may deem necessary or desirable and which will not
in any way adversely affect the interests of the Holders of Warrant
Certificates. Any amendment or supplement to this Warrant Agent Agreement that
has a material effect on the interests of Holders will require the written
consent of Holders representing a majority of the then outstanding Warrants. The
consent of each Holder of a Warrant affected will be required for any amendment
pursuant to which the Exercise Price would be increased or the number of Warrant
Shares purchasable upon exercise of Warrants would be decreased.

         SECTION 18. Successors. All the covenants and provisions of this
Warrant Agent Agreement by or for the benefit of the Company or the Warrant
Agent will bind and inure to the benefit of their respective successors and
assigns hereunder.

         SECTION 19. Termination. This Warrant Agent Agreement (other than any
party's obligations with respect to Warrants previously exercised and with
respect to indemnification under Section 13) will terminate at 5:00 p.m.,
Eastern time, on the Expiration Date. Notwithstanding the foregoing, this
Warrant Agent Agreement will terminate on any earlier date when all Warrants
have been exercised.

         SECTION 20. Governing Law. This Warrant Agent Agreement and each
Warrant Certificate issued hereunder will be deemed to be a contract made under
the laws of the State of Ohio and for all purposes will be construed in
accordance with the internal laws of said state, without regard to principles of
conflicts of law of such state.


                                      -17-
<PAGE>
         SECTION 21. Benefits of this Warrant Agent Agreement. Nothing in this
Warrant Agent Agreement will be construed to give to any person or corporation
other than the Company, the Warrant Agent and the Holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Warrant
Agent Agreement; and this Warrant Agent Agreement will be for the sole and
exclusive benefit of the Company, the Warrant Agent and the Holders of the
Warrant Certificates.

         SECTION 22. Holder Not Deemed a Shareholder. Prior to the exercise of
the Warrants, no Holder of a Warrant Certificate, as such, will be entitled to
any rights of a shareholder of the Company, including the right to receive
dividends or subscription rights, the right to vote, to consent, to exercise any
preemptive right, to receive any notice of meetings of shareholders for the
election of directors of the Company or any other matter or to receive any
notice of any proceedings of the Company, except as may be specifically provided
for herein. The Holders of the Warrants are not entitled to share in the assets
of the Company in the event of the liquidation, dissolution or winding up of the
Company's affairs.

         SECTION 23. Counterparts. This Warrant Agent Agreement may be executed
in any number of counterparts, and each of such counterparts (including
facsimile copies) will for all purposes be deemed to be an original, and all
such counterparts will together constitute but one and the same instrument.

         SECTION 24. Severability. If any part of this Warrant Agent Agreement
will be held to be invalid or unenforceable by any court, or regulatory agency
or body, such invalidity or unenforceability will attach only to such part and
will not affect the validity or enforceability of the rest of this Warrant Agent
Agreement. Furthermore, in lieu of any such invalid or unenforceable provision
or condition, the parties hereto intend that there will be added as a part of
this Warrant Agent Agreement a provision as similar in terms and commercial
effect to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


                         (Next page is a signature page)


                                      -18-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agent
Agreement to be duly executed, as of the day and year first above written.


                                      OGLEBAY NORTON COMPANY


                                      By:_______________________________________
                                      Name:  Rochelle F. Walk
                                      Title: Vice President, General Counsel and
                                             Secretary



                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as Warrant Agent


                                      By:_______________________________________
                                      Name:  Jane Y. Schweiger
                                      Title: Vice President


                                      -19-
<PAGE>
                                   EXHIBIT A-1

                          [FORM OF WARRANT CERTIFICATE]

                                     [FACE]



               VOID AFTER 5:00 P.M. EASTERN TIME ON MARCH 2, 2005

                  WARRANT CERTIFICATE TO PURCHASE COMMON STOCK



                             OGLEBAY NORTON COMPANY


No.                                                        CUSIP No. 677007 11 4

                                                                        Warrants

         This Warrant Certificate certifies that
or its registered assigns, is the registered holder of Warrants (the "Warrants")
to purchase common stock, par value $.01 (the "Common Stock"), of Oglebay Norton
Company, an Ohio corporation (the "Company"). These Warrants expire at 5:00
p.m., Eastern time, on March 2, 2005 (the "Expiration Date"). Each Warrant
entitles the holder thereof to purchase one-tenth (1/10th) of a fully paid and
nonassessable share of Common Stock, at the exercise price of $10.00 per share
of Common Stock (the "Exercise Price"). The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering (a) this Warrant
Certificate evidencing the Warrants to be exercised, (b) the form of election to
purchase on the reverse of such certificate duly filled in and signed, which
signature must be guaranteed by an Eligible Guarantor Institution pursuant to
SEC Rule 17Ad-15, and (c) payment to the Warrant Agent, for the account of the
Company, of the amount equal to the Exercise Price multiplied by the number of
shares of Common Stock (the "Exercise Amount") of which such Warrants are then
exercised. Payment of the Exercise Amount will be made to the Warrant Agent by
certified check, official bank check, express money order, payable to the order
of the Company, or by wire transfer in immediately available funds. The Warrants
are exercisable only subject to the conditions set forth herein and in the
Warrant Agent Agreement referred to on the reverse hereof. The Warrants entitle
the holder thereof to purchase at the Exercise Price one share of Common Stock
for each ten (10) Warrants held. Except in the case where a holder is exercising
all Warrants then held, shares of Common Stock (the "Warrant Shares") may be
purchased only pursuant to the exercise of Warrants in integral multiples of ten
(10). No fractions of a Warrant Share will be issued upon the exercise of any
Warrants. If any fraction of a Warrant Share would be issuable on the exercise
of all Warrants then held by a holder, the number of Warrant Shares issuable to
such holder pursuant to such Warrants will reflect a rounding to the nearest
whole number of Warrant Shares to be issued (up or down), with half shares being
rounded up. The Warrants are transferable; provided, however, that any Warrants
held by an affiliate of the Company may generally only be resold pursuant to a
valid exemption under the Securities Act of

<PAGE>
1933. The Warrants are exercisable by the subsequent holder thereof pursuant to
the terms and conditions provided in the Warrant Agent Agreement.

         These Warrants are immediately exercisable. No Warrants may be
exercised after 5:00 p.m., Eastern time, on the Expiration Date, and to the
extent not exercised by such time, such Warrants will become void and of no
value.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT
CERTIFICATE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS WILL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

         This Warrant Certificate will not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agent Agreement.

         This Warrant Certificate will be governed by and construed in
accordance with the internal laws of the State of Ohio.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its President and Chief Executive Officer and by its Secretary,
each by a signature or a facsimile thereof.


Dated:                              OGLEBAY NORTON COMPANY

                                    By: _______________________
                                    Name:  Michael D. Lundin
                                    Title: President and Chief Executive Officer

                                    By: _______________________
                                    Name:  Rochelle F. Walk
                                    Title: Secretary


Countersigned:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Warrant Agent


By: ___________________________
Authorized Signature

<PAGE>
                          [FORM OF WARRANT CERTIFICATE]

                                    [REVERSE]

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring on the Expiration Date entitling the
holder on exercise to receive shares of Common Stock of the Company, and are
issued or to be issued pursuant to a Warrant Agent Agreement dated as of January
28, 2005 (the "Warrant Agent Agreement"), duly executed and delivered by the
Company to Wells Fargo Bank, National Association, as warrant agent (the
"Warrant Agent"), which Warrant Agent 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 Warrants. A copy of the Warrant Agent Agreement may be obtained by the
holder hereof upon written request to the Company. Capitalized terms used herein
without definition will have the meanings ascribed to them in the Warrant Agent
Agreement.

         In the event that upon any exercise of Warrants evidenced hereby the
number of Warrants exercised will be less than the total number of Warrants
evidenced hereby, there will be issued to the holder hereof or his assignee a
new Warrant Certificate evidencing the number of Warrants not exercised and the
number of Warrant Shares remaining to be exercised.

         Warrant Certificates, when surrendered at the office of the Warrant
Agent by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agent Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.

         Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants will be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agent Agreement.

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

         The Company will be subject to the Jones Act as long as it owns and
operates its Great Lakes shipping business. In order to ensure that the Company
is determined to be a United States citizen as defined under the Jones Act, the
Company's second amended and restated articles of incorporation contain
restrictions on the ownership of its capital stock by non-United States
citizens. Therefore, Common Stock received by an exercising holder of Warrants
who is a foreigner may be subject to certain transfer restrictions to maintain
compliance with the Jones Act.

<PAGE>
                                   EXHIBIT A-2

                      [FORM OF GLOBAL WARRANT CERTIFICATE]

                                     [FACE]

         This Global Warrant Certificate is held by The Depository Trust Company
(the "Depositary") or its nominee in custody for the benefit of the beneficial
owners hereof, and is not transferable to any person under any circumstances
except that (a) this Global Warrant Certificate may be exchanged in whole but
not in part pursuant to Section 6(c) of the Warrant Agent Agreement, (b) this
Global Warrant Certificate may be delivered to the Warrant Agent for
cancellation pursuant to Section 6(g) of the Warrant Agent Agreement and (c)
this Global Warrant Certificate may be transferred to a successor Depositary
with the prior written consent of the Company.

         Unless this Global Warrant Certificate is presented by an authorized
representative of the Depositary to the Company or the Warrant Agent for
registration of transfer, exchange or payment and any certificate issued is
registered in the name of Cede & Co. or such other entity as is requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is required by an authorized
representative of the Depositary), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful because the registered owner
hereof, Cede & Co., has an interest herein.

         Transfers of this Global Warrant Certificate will be limited to
transfers in whole, but not in part, to nominees of the Depositary or to a
successor thereof or such successor's nominee, and transfers of portions of this
Global Warrant Certificate will be limited to transfers made in accordance with
the restrictions set forth in Section 6 of the Warrant Agent Agreement.

         No registration of transfer of the securities issuable pursuant to this
Global Warrant Certificate will be recorded on the books of the Company until
such provisions have been complied with.

               VOID AFTER 5:00 P.M. EASTERN TIME ON MARCH 2, 2005

                  WARRANT CERTIFICATE TO PURCHASE COMMON STOCK



                             OGLEBAY NORTON COMPANY

No.                                                        CUSIP No. 677007 11 4

                                                                        Warrants

         This Warrant Certificate certifies that
or its registered assigns, is the registered holder of Warrants (the "Warrants")
to purchase common stock, par value $.01 (the "Common Stock"), of Oglebay Norton
Company, an Ohio corporation (the "Company"). These Warrants expire at 5:00
p.m., Eastern time, on March 2, 2005 (the "Expiration Date"). Each Warrant
entitles the holder thereof to purchase

<PAGE>
one-tenth (1/10th) of a fully paid and nonassessable share of Common Stock, at
the exercise price of $10.00 per share of Common Stock (the "Exercise Price").
The holder of Warrants evidenced by this Warrant Certificate may exercise them
by surrendering (a) this Warrant Certificate evidencing the Warrants to be
exercised, (b) the form of election to purchase on the reverse of such
certificate duly filled in and signed, which signature must be guaranteed by an
Eligible Guarantor Institution pursuant to SEC Rule 17Ad-15, and (c) payment to
the Warrant Agent, for the account of the Company, of the amount equal to the
Exercise Price multiplied by the number of shares of Common Stock (the "Exercise
Amount") of which such Warrants are then exercised. Payment of the Exercise
Amount will be made to the Warrant Agent by certified check, official bank
check, express money order, payable to the order of the Company, or by wire
transfer in immediately available funds. The Warrants are exercisable only
subject to the conditions set forth herein and in the Warrant Agent Agreement
referred to on the reverse hereof. The Warrants entitle the holder thereof to
purchase at the Exercise Price one share of Common Stock for each ten (10)
Warrants held. Except in the case where a holder is exercising all Warrants then
held, shares of Common Stock (the "Warrant Shares") may be purchased only
pursuant to the exercise of Warrants in integral multiples of ten (10). No
fractions of a Warrant Share will be issued upon the exercise of any Warrants.
If any fraction of a Warrant Share would be issuable on the exercise of all
Warrants then held by a holder, the number of Warrant Shares issuable to such
holder pursuant to such Warrants will reflect a rounding to the nearest whole
number of Warrant Shares to be issued (up or down), with half shares being
rounded up. The Warrants are transferable; provided, however, that any Warrants
held by an affiliate of the Company may generally only be resold pursuant to a
valid exemption under the Securities Act of 1933. The Warrants are exercisable
by the subsequent holder thereof pursuant to the terms and conditions provided
in the Warrant Agent Agreement.

         These Warrants are immediately exercisable. No Warrants may be
exercised after 5:00 p.m., Eastern time, on the Expiration Date, and to the
extent not exercised by such time, such Warrants will become void and of no
value.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT
CERTIFICATE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS WILL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

         This Warrant Certificate will not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agent Agreement.

         This Warrant Certificate will be governed by and construed in
accordance with the internal laws of the State of Ohio.

<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its President and Chief Executive Officer and by its Secretary,
each by a signature or a facsimile thereof.


Dated:                              OGLEBAY NORTON COMPANY

                                    By: _______________________
                                    Name:  Michael D. Lundin
                                    Title: President and Chief Executive Officer

                                    By: _______________________
                                    Name:  Rochelle F. Walk
                                    Title  Secretary


Countersigned:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Warrant Agent


By: ___________________________
Authorized Signature

<PAGE>
                      [FORM OF GLOBAL WARRANT CERTIFICATE]

                                    [REVERSE]

         The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring on the Expiration Date entitling the
holder on exercise to receive shares of Common Stock of the Company, and are
issued or to be issued pursuant to a Warrant Agent Agreement dated as of January
28, 2005 (the "Warrant Agent Agreement"), duly executed and delivered by the
Company to Wells Fargo Bank, National Association, as warrant agent (the
"Warrant Agent"), which Warrant Agent 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 Warrants. A copy of the Warrant Agent Agreement may be obtained by the
holder hereof upon written request to the Company. Capitalized terms used herein
without definition will have the meanings ascribed to them in the Warrant Agent
Agreement.

         In the event that upon any exercise of Warrants evidenced hereby the
number of Warrants exercised will be less than the total number of Warrants
evidenced hereby, there will be issued to the holder hereof or his assignee a
new Warrant Certificate evidencing the number of Warrants not exercised and the
number of Warrant Shares remaining to be exercised.

         Warrant Certificates, when surrendered at the office of the Warrant
Agent by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agent Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.

         Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants will be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agent Agreement.

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

         The Company will be subject to the Jones Act as long as it owns and
operates its Great Lakes shipping business. In order to ensure that the Company
is determined to be a United States citizen as defined under the Jones Act, the
Company's second amended and restated articles of incorporation contain
restrictions on the ownership of its capital stock by non-United States
citizens. Therefore, Common Stock received by an exercising holder of Warrants
who is a foreigner may be subject to certain transfer restrictions to maintain
compliance with the Jones Act.

<PAGE>
                        SCHEDULE OF EXCHANGES OF WARRANTS

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

<Table>
<Caption>
                                                                       Number of Warrants
                        Amount of decrease                               in this Global
                           in Number of       Amount of increase in     Warrant following       Signature of
                         Warrants in this     Number of Warrants in     such decrease or     authorized officer
    Date of Exchange      Global Warrant       this Global Warrant          increase             of Warrant
    ----------------    ------------------    ---------------------    ------------------    ------------------
<S>                     <C>                   <C>                      <C>                   <C>














</Table>

<PAGE>
                                    EXHIBIT B

                          FORM OF ELECTION TO PURCHASE

                    (To Be Executed Upon Exercise Of Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to exercise _________ Warrants and
receive __________ shares of common stock, par value $0.01 per share (the
"Warrant Shares"), at an exercise price of $10.00 per Warrant Share and herewith
tenders payment for such shares to the order of OGLEBAY NORTON COMPANY, in the
amount of $_________ or has tendered such payment via wire transfer in
immediately available funds, in accordance with the terms hereof and in the
Warrant Agent Agreement.

         The undersigned requests such shares be registered in book entry
(Direct Registration System) under the name and address as follow:


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER: ________________________________

         If said number of shares is less than all of the Warrant Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered and delivered as
follows:


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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER: ________________________________


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 any change whatsoever.

Signature Guaranteed by:
                             --------------------------------
                             Note: The signature must be guaranteed by an
                             eligible guarantor, institution bank, stockbroker,
                             savings and loan association or credit union with
                             membership in an approved signature guarantee
                             medallion program, pursuant to SEC Rule 17Ad-15
                             only in the case where the undersigned is
                             requesting that the Warrant Shares be registered
                             and delivered in a name other than that of the
                             undersigned.

(AS PART OF THIS FORM OF ELECTION TO PURCHASE, PLEASE COMPLETE, SIGN AND RETURN
THE ATTACHED SUBSTITUTE FORM W-9.)

<PAGE>
             TO BE COMPLETED BY WARRANT HOLDERS EXERCISING WARRANTS
                            (SEE INSTRUCTIONS BELOW)
              PAYOR'S NAME: OGLEBAY NORTON COMPANY (the "Company")


<Table>
<Caption>
------------------------------- --------------------------------------------------------------------------------------
<S>                             <C>                                              <C>
SUBSTITUTE                      PART 1 -- PLEASE PROVIDE YOUR TIN                                TIN:
FORM W-9                        IN THE BOX AT RIGHT AND CERTIFY BY SIGNING
                                AND DATING BELOW.  For individuals, this is      -------------------------------------
                                your Social Security Number (SSN). For sole      Social Security Number
                                proprietors, see the Instructions in the
                                enclosed W-9 Guidelines (as defined below).                       OR
                                For other entities, it is your Employer
                                Identification Number (EIN). If you do not       -------------------------------------
DEPARTMENT OF THE TREASURY      have a number, see how to get a TIN in the       Employer Identification Number
INTERNAL REVENUE SERVICE        enclosed W-9 Guidelines.
------------------------------- --------------------------------------------------------------------------------------
                                PART 2 -- TIN APPLIED FOR [ ]
------------------------------- --------------------------------------------------------------------------------------
                                Payor's Request for Taxpayer Identification Number ("TIN") And Certification
                                CERTIFICATION-- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
                                 (1)  The number shown on this form is my correct Taxpayer Identification Number (or
                                      I am waiting for a number to be issued to me), and
                                 (2)  I am not subject to backup withholding because (a) I am exempt from backup
                                      withholding, (b) I have not been notified by the Internal Revenue Service (the
                                      "IRS") that I am subject to backup withholding as a result of a failure to
                                      report all interest or dividends, or (c) the IRS has notified me that I am no
                                      longer subject to backup withholding, and
                                 (3)  I am a U.S. person (including a U.S. resident alien).

                                 Signature                                              Date
                                          ---------------------------------------------     ----------------
                                 Print Name:

------------------------------- --------------------------------------------------------------------------------------
</Table>

You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax returns and you have not been notified by
the IRS that you are no longer subject to backup withholding. The Internal
Revenue Service does not require your consent to any provisions of this document
other than the certifications required to avoid backup withholding.

           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                    THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, a percentage
(currently 28%) of all reportable cash payments made to me thereafter will be
withheld until I provide a number and such retained amounts will be remitted to
the Internal Revenue Service as backup withholding.


-----------------------------------             --------------------------------
             Signature                                        Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
FROM ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE WARRANT SHARES. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

<PAGE>
                       INSTRUCTIONS TO SUBSTITUTE FORM W-9

         Federal income tax law generally requires that a Warrant holder
exercising its Warrants for Warrant Shares must provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 above or otherwise establish a basis for exemption from backup
withholding. If such holder is an individual, the TIN is his or her social
security number. If the Company is not provided with the current TIN or an
adequate basis for an exemption, such holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, the holders of the Warrant
Shares may be subject to backup withholding on all reportable payments made
after such exercise. The backup withholding rate is 28%.

         Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

         Under the federal income tax laws, payments that may be made by the
Company on account of Warrant Shares issued pursuant to the exercise of the
Warrants may be subject to backup withholding at the rates listed above. To
prevent backup withholding, each exercising holder of Warrants must provide its
correct TIN by completing the "Substitute Form W-9" set forth above, certifying
that the TIN provided is correct (or that such holder is awaiting a TIN) and
that (i) the holder is exempt from backup withholding, (ii) the holder has not
been notified by the Internal Revenue Service that such holder is subject to a
backup withholding as a result of a failure to report all interest or dividends
or (iii) the Internal Revenue Service has notified the holder that such holder
is no longer subject to backup withholding. If the exercising holder of Warrants
is a nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Company a completed Form W-8, Certificate of Foreign
Status. These forms may be obtained from the Warrant Agent. If the Warrants are
in more than one name or are not in the name of the actual owner, such holder
should consult the W-9 Guidelines for information on which TIN to report. If
such holder does not have a TIN, such holder should consult the W-9 Guidelines
for instructions on applying for a TIN, check the box in Part 2 of the
Substitute Form W-9, write "applied for" in lieu of its TIN and complete the
Certificate of Awaiting Taxpayer Identification Number. Note: checking this box
or writing "applied for" on the form means that such holder has already applied
for a TIN or that such holder intends to apply for one in the near future. If a
holder checks the box in Part 2 of the Substitute Form W-9 or writes "applied
for" on that form, backup withholding at the applicable rate will nevertheless
apply to all reportable payments made to such holder. If such a holder furnishes
its TIN to the Company within 60 days, however, any amounts so withheld shall be
refunded to such holder. If, however, the holder has not provided the Company
with its TIN within such 60-day period, the Company will remit such previously
retained amounts to the IRS as backup withholding.

         Backup withholding is not an additional federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.

<PAGE>
                                    EXHIBIT C

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned registered holder of the within
Warrant Certificate hereby sells, assigns and transfers unto the assignee(s)
named below (including the undersigned with respect to any Warrant Shares for
which the Warrants represented by the within Warrant Certificate are exercisable
but the right to exercise for which is not being assigned hereby) all of the
right of the undersigned under the within Warrant Certificate, with respect to
the number of Warrants as are set forth below:


<Table>
<Caption>
                                               Social Security or other
    Shareholder Name(s) of                      Taxpayer Identification       Number of Assignee(s)
      Warrants Assignees         Address                Number                   being assigned
    ----------------------       -------       ------------------------       ---------------------
<S>                              <C>           <C>                            <C>



</Table>

and does hereby irrevocably constitute and appoint ____________________ the
undersigned's attorney to make such transfer on the books of Oglebay Norton
Company maintained for that purpose with full power of substitution in the
premises. Capitalized terms used herein without definition will have the
meanings ascribed to them in the Warrant Agent Agreement. This assignment must
comply with the provisions of Section 6 of the Warrant Agent Agreement governing
this Warrant.

         The undersigned hereby acknowledges that either (a) the undersigned is
not an affiliate of Oglebay Norton Company or (b) if the undersigned is an
affiliate of Oglebay Norton Company, it is transferring such Warrants pursuant
to a valid exemption under the Securities Act of 1933.



Dated: __________________________         ___________________________________(1)
                                          (Signature of Owner)



--------------------------------------------------------------------------------
                   (Street Address, City, State and Zip Code)

                Signature Guaranteed by:  ______________________________________
                                          Note: The signature must be guaranteed
                                          by an eligible guarantor, institution
                                          bank, stockbroker, savings and loan
                                          association or credit union with
                                          membership in an approved signature
                                          guarantee medallion program, pursuant
                                          to SEC Rule 17Ad-15.


-----------------------
         (1) The signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without alteration
or any change whatever.

<PAGE>
                                    EXHIBIT D

                       WARRANT AGENT COMPENSATION AND FEES