<PAGE>

                                                                     EXHIBIT 4.1


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




                               WARRANT AGREEMENT

                                    between

                                  VENCOR, INC.

                    (to be renamed Kindred Healthcare, Inc.)

                                      and

                      WELLS FARGO BANK OF MINNESOTA, N.A.

                                as Warrant Agent

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

                          Dated as of April 20, 2001




--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                            Page
<S>              <C>                                                                                         <C>
Section 1.       Definitions...............................................................................   1
Section 2.       Form of Warrant; Execution; Registration..................................................   3
     2.1         Form of Warrant; Execution of Warrants....................................................   3
     2.2         Registration..............................................................................   3
     2.3         Countersignature of Warrants..............................................................   3
Section 3.       Transfer and Exchange of Warrants.........................................................   4
Section 4.       Term of Warrants; Exercise of Warrants; Compliance with Government Regulation.............   4
     4.1         Term of Warrants..........................................................................   4
     4.2         Exercise of Warrants......................................................................   5
     4.3         Compliance with Government Regulations; Qualification under Securities Laws...............   6
Section 5.       Payment of Taxes..........................................................................   6
Section 6.       Mutilated or Missing Warrant Certificates.................................................   6
Section 7.       Reservation of Warrant Shares.............................................................   7
Section 8.       Listings; Quotation.......................................................................   7
Section 9.       Adjustment of Exercise Price; Number of Warrant Shares into Which
                 Warrants are Exercisable..................................................................   7
     9.1         Mechanical Adjustments....................................................................   8
                 (a)      Adjustment for Change in Capital Stock...........................................   8
                 (b)      Adjustment for Rights Issue......................................................   8
                 (c)      Adjustment for Other Distributions...............................................   9
                 (d)      Adjustment for Common Stock and Convertible Securities Issue.....................   9
                 (e)      Current Market Price; Price Per Share............................................  10
                 (f)      When De Minimis Adjustment May Be Deferred.......................................  11
                 (g)      Adjustment in Exercise Price.....................................................  11
                 (h)      When No Adjustment is Required...................................................  11
                 (i)      Capitalization, Reclassification or Consolidation................................  12
                 (j)      Shares of Common Stock...........................................................  12
                 (k)      Expiration of Rights, etc........................................................  13
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>              <C>                                                                                         <C>
     9.2         Notice of Adjustment......................................................................  13
     9.3         Preservation of Purchase Rights upon Merger or Consolidation..............................  13
     9.4         Statement on Warrants.....................................................................  14
Section 10.      Fractional Interests......................................................................  14
Section 11.      No Rights as Stockholders.................................................................  14
Section 12.      Payments in U.S.  Currency................................................................  14
Section 13.      Merger or Consolidation or Change of Name of Warrant Agent................................  14
Section 14.      Appointment of Warrant Agent..............................................................  15
     14.1        Correctness of Statements.................................................................  15
     14.2        Breach of Covenants.......................................................................  15
     14.3        Performance of Duties.....................................................................  15
     14.4        Reliance on Counsel.......................................................................  15
     14.5        Proof of Actions Taken....................................................................  15
     14.6        Compensation and Indemnification..........................................................  15
     14.7        Legal Proceedings.........................................................................  16
     14.8        Other Transactions in Securities of Company...............................................  16
     14.9        Liability of Warrant Agent................................................................  16
     14.10       Reliance on Documents.....................................................................  16
     14.11       Validity of Agreement.....................................................................  16
     14.12       Instructions from Company.................................................................  17
Section 15.      Change of Warrant Agent...................................................................  17
Section 16.      Notices...................................................................................  17
Section 17.      Cancellation of Warrants..................................................................  18
Section 18.      Supplements and Amendments................................................................  18
Section 19.      Successors................................................................................  19
Section 20.      Applicable Law............................................................................  19
Section 21.      Benefits of this Agreement................................................................  19
Section 22.      Counterparts..............................................................................  19
Section 23.      Captions..................................................................................  19
</TABLE>

                                       ii
<PAGE>

     WARRANT AGREEMENT, dated as of April 20, 2001, between Vencor, Inc. (to be
renamed Kindred Healthcare, Inc.), a Delaware corporation (the "Company"), and
                                                                -------
Wells Fargo Bank Minnesota, National Association, as Warrant Agent (together
with any successors and assigns, the "Warrant Agent").
                                      -------------

                              W I T N E S S E T H:

     WHEREAS, the Company and certain affiliates of the Company were Debtors and
Debtors-in-Possession in the jointly administered cases (the "Chapter 11 Cases")
                                                              ----------------
filed under title 11 of the U.S. Code, as amended from time to time ("the

Bankruptcy Code") in the United States Bankruptcy Court for the District of
---------------
Delaware (the "Bankruptcy Court"), entitled "In re Vencor, Inc., et al., Debtors
               ----------------
and Debtors in Possession," Chapter 11 Case Nos. 99-3199 through 99-3327;

     WHEREAS, in connection with and as part of the transactions to be
consummated pursuant to the confirmation of a Plan of Reorganization (as
amended, modified or supplemented from time to time) of the Company and its
affiliated debtors in the Chapter 11 Cases (the "Plan"), the Company has agreed
                                                 ----
to issue two series of Warrants (the "Series A Warrants" and the "Series B
                                      -----------------           --------
Warrants" and, collectively, the "Warrants"), with the Series A Warrants
--------                          --------
exercisable for the purchase of an aggregate of 2,000,000 shares of Common Stock
(as defined herein) of the Company and the Series B Warrants exercisable for the
purchase of an aggregate of 5,000,000 shares of Common Stock of the Company;

     WHEREAS, by Order signed by the Bankruptcy Court on March 16, 2001 and
entered on the docket of the Bankruptcy Court on March 19, 2001, the Bankruptcy
Court confirmed the Plan;

     WHEREAS, the Plan contemplates that the Company will enter into certain
agreements, including, without limitation, this Warrant Agreement;

     WHEREAS, the Company desires to issue the Warrants, each of which entitles
the holder thereof to purchase one share of its Common Stock (each of said
shares of Common Stock deliverable upon exercise of the Warrants, a "Warrant
                                                                     -------
Share"); and
-----

     WHEREAS, the Company wishes the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act in connection with the
issuance, division, transfer, exchange and exercise of Warrants.

     NOW, THEREFORE, in consideration of the foregoing, to implement the terms
of the Plan, and for the purpose of defining the terms and provisions of the
Warrants and the respective rights and obligations thereunder of the Company and
the registered owners of the Warrants (the "Holders") and any security into
                                            -------
which they may be exchanged, the Company and the Warrant Agent hereby agree as
follows:

Section 1.    Definitions.  The following terms, as used herein, have the
              -----------
following meanings (all terms defined in the singular to have the correlative
meanings when used in the plural and vice versa):
<PAGE>

     "Agreement" means this Warrant Agreement, as the same may be amended,\\
      ---------
modified or supplemented from time to time.\\

     "Assets" has the meaning ascribed to such term in Section 9.1(c) hereof.
      ------

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) any day
      ------------
on which banking institutions located in the City of New York, New York or
Minneapolis, Minnesota are required or authorized by law or by local
proclamation to close, or (c) any day on which the New York Stock Exchange is
closed.

     "Commercially Reasonable Efforts", when used with respect to any obligation
      -------------------------------
to be performed or term or provision to be observed hereunder, means such
efforts as a reasonably prudent Person seeking the benefits of such performance
or action would make, use, apply or exercise to preserve, protect or advance its
rights or interests, provided that such efforts do not require such Person to
                     --------
incur a material financial cost or a substantial risk of material liability
unless such cost or liability (i) would customarily be incurred in the course of
performance or observance of the relevant obligation, term or provision, (ii) is
caused by or results from the wrongful act or negligence of the Person whose
performance or observance is required hereunder, or (iii) is not excessive or
unreasonable in view of the rights or interests to be preserved, protected or
advanced.  Such efforts may include, without limitation, the expenditure of such
funds and retention by such Person of such accountants, attorneys or other
experts or advisors as may be necessary or appropriate to effect the relevant
action; the undertaking of any special audit or internal investigation that may
be necessary or appropriate to effect the relevant action; and the commencement,
termination or settlement of any action, suit or proceeding involving such
Person to the extent necessary or appropriate to effect the relevant action.

     "Common Stock" means the common stock, par value $0.25 per share, of the
      ------------
Company after the Effective Date (defined in the Plan as "New Common Stock").

     "Convertible Securities" has the meaning ascribed to such term in Section
      ----------------------
9.1(d) hereof.

     "Effective Date" has the meaning ascribed to such term in the Plan.
      --------------

     "Exercise Period" has the meaning ascribed to such term in Section 4.1
      ---------------
hereof.

     "Exercise Price" means, collectively, (i) $30.00 per Warrant Share for the
      --------------
Series A Warrants (the "Series A Exercise Price") and (ii) $33.33 per Warrant
                        -----------------------
Share for the Series B Warrants (the "Series B Exercise Price"), in each case as
                                      -----------------------
adjusted pursuant to Section 9 hereof.

     "Holder" has the meaning ascribed to such term in the preamble hereto.
      ------

     "NASD" has the meaning ascribed to such term in Section 4.2 hereof.
      ----

     "Person" means a natural person, a corporation, a partnership, a trust, a
      ------
joint venture, any regulatory authority or any other entity or organization.

     "Plan" has the meaning ascribed to such term in the preamble hereto.
      ----

                                       2
<PAGE>

     "Price Per Share" has the meaning ascribed to such term in Section
      ---------------
9.l(e)(ii) hereof.

     "Rights" has the meaning ascribed to such term in Section 9.l(b) hereof.
      ------

     "SEC" means the U.S. Securities and Exchange Commission, or any successor
      ---
governmental agency or authority thereto.

     "Series A Warrants" has the meaning ascribed to such term in the preamble
      -----------------
hereto.

     "Series B Warrants" has the meaning ascribed to such term in the preamble
      -----------------
hereto.

     "Subsidiary" has the meaning ascribed to such term in Section 9.1(c)
      ----------
hereof.

     "Transfer Agent" has the meaning ascribed to such term in Section 7 hereof.
      --------------

     "Warrant" has the meaning ascribed to such term in the preamble hereto.
      -------

     "Warrant Certificate" has the meaning ascribed to such term in Section 2.1
      -------------------
hereof

     "Warrant Register" has the meaning ascribed to such term in Section 2.2
      ----------------
hereof.

     "Warrant Share" has the meaning ascribed to such term in the preamble
      -------------
hereto.

Section 2.    Form of Warrant; Execution; Registration.
              ----------------------------------------

2.1    Form of Warrant; Execution of Warrants.  The certificates evidencing the
       --------------------------------------
Series A Warrants and the Series B Warrants (collectively, the "Warrant
                                                                -------
Certificates") shall be in registered form only and shall be issued initally in
------------
the form of a single, global Warrant Certificate for the Series A Warrants and a
single global Warrant Certificate for the Series B Warrants, substantially in
the form set forth as Exhibit A and Exhibit B hereto, respectively, and in each
case (i) bearing the legend set forth in Exhibit C hereto, (ii) registered in
the name of The Depository Trust Company (the "DTC") or its nominee and (iii)
deposited with the Warrant Agent as custodian for the Holder.  Transfers of
beneficial interests in, and exercises of, Warrants evidenced by a global
Warrant Certificate may only be made in accordance with the rules and
regulations of the DTC.  Beneficial interests in Warrants evidenced by a global
Warrant Certificate may be exchanged upon request, in whole or in part, (a) in
respect of Series A Warrants, for a definitive Warrant Certificate substantially
in the form of Exhibit A hereto and (b) in respect of Series B Warrants, for a
definitive Warrant Certificate substantially in the form of Exhibit B hereto, in
each case registered in the name of the holder.  The Warrant Certificates shall
be signed on behalf of the Company by its Chairman of the Board, Chief Executive
Officer, Chief Financial Officer or one of its Vice Presidents.  The signature
of any such officer on the Warrant Certificates may be manual or by facsimile.
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, shall be a
proper officer of the Company to sign such Warrant Certificate.  Each Warrant
Certificate shall be dated the date it is countersigned by the Warrant Agent
pursuant to Section 2.3 hereof.

                                       3
<PAGE>

2.2    Registration.  The Warrant Certificates shall be numbered and shall be
       ------------
registered on the books of the Company maintained at the principal office of the
Warrant Agent initially in Minneapolis, Minnesota (or such other place in the
continental United States as the Warrant Agent shall from time to time notify
the Company and the Holders in writing) (the "Warrant Register") as they are
                                              ----------------
issued.  The Company and the Warrant Agent shall be entitled to treat the
registered owner of any Warrant as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person.

2.3    Countersignature of Warrants.  The Warrant Certificates shall be manually
       ----------------------------
countersigned by the Warrant Agent and shall not be valid for any purpose unless
so countersigned.  Warrant Certificates may be countersigned, however, by the
Warrant Agent and may be delivered by the Warrant Agent notwithstanding that the
persons whose manual or facsimile signatures appear thereon as proper officers
of the Company shall have ceased to be such officers at the time of such
countersignature, issuance or delivery.  The Warrant Agent shall, upon written
instructions of the Chairman of the Board, the Chief Executive Officer, Chief
Financial Officer or any Vice President of the Company, countersign, issue and
deliver Warrant Certificates entitling the Holders thereof to purchase not more
than an aggregate of 7,000,000 Warrant Shares (subject to adjustment pursuant to
Section 9 hereof) and shall countersign, issue and deliver Warrant Certificates
as otherwise provided in this Agreement.

Section 3.    Transfer and Exchange of Warrants.  Subject to the terms hereof,
              ---------------------------------
the Warrant Agent shall initially countersign, register in the Warrant Register
and deliver Warrants hereunder in accordance with the written instructions of
the Company.  Subject to the terms hereof and the receipt of such documentation
as the Warrant Agent may reasonably require, the Warrant Agent shall thereafter
from time to time register the transfer of any outstanding Warrants upon the
Warrant Register upon surrender of the Warrant Certificate or Certificates
evidencing such Warrants duly endorsed or accompanied (if so required by it) by
a written instrument or instruments of transfer in form reasonably satisfactory
to the Warrant Agent, duly executed by the registered Holder or Holders thereof
or by the duly appointed legal representative thereof or by a duly authorized
attorney.  Subject to the terms of this Agreement, each Warrant Certificate may
be exchanged for another Warrant Certificate or Certificates entitling the
Holder thereof to purchase a like aggregate number of Warrant Shares, at the
same exercise price and having the same term, as the surrendered Warrant
Certificate or Certificates then entitles such Holder to purchase.  Any Holder
desiring to exchange a Warrant Certificate or Certificates shall make such
request in writing delivered to the Warrant Agent, and shall surrender, duly
endorsed or accompanied (if so required by the Warrant Agent) by a written
instrument or instruments of transfer in form reasonably satisfactory to the
Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.  Upon
registration of transfer, the Company shall issue and the Warrant Agent shall
countersign and deliver by certified mail a new Warrant Certificate or
Certificates to the persons entitled thereto.  Upon any partial transfer, a new
Warrant Certificate of like tenor and representing in the aggregate the number
of Warrants which were not so transferred, shall be issued to, and in the name
of, the Holder.

     No service charge shall be made for any exchange or registration of
transfer of a Warrant Certificate or of Warrant Certificates, but the Company
may require payment of a sum sufficient

                                       4
<PAGE>

to cover any stamp tax or other tax or other governmental charge that is imposed
in connection with any such exchange or registration of transfer pursuant to
Section 5 hereof.

     By accepting the initial delivery, transfer or exchange of Warrants, each
Holder shall be deemed to agree to the terms of this Agreement as it may be in
effect from time to time, including any amendments or supplements duly adopted
in accordance with Section 18 hereof.

Section 4.    Term of Warrants; Exercise of Warrants; Compliance with Government
              ------------------------------------------------------------------
Regulation.
----------

4.1    Term of Warrants.  Subject to the terms of this Agreement, each Holder
       ----------------
shall have the right, until the expiration of the applicable Exercise Period for
the Warrants held, to receive from the Company the number of Warrant Shares
which the Holder may at the time be entitled to receive upon exercise of such
Warrants and payment of the Exercise Price then in effect for such Warrant
Shares, and the Warrant Shares issued to a Holder upon exercise of its Warrants
shall be duly authorized, validly issued, fully paid and nonassessable.  Each
Warrant not exercised prior to the expiration of its Exercise Period shall
become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease as of the expiration of such Exercise Period.  The
Exercise Period for the Warrants shall begin at 9:00 a.m., New York City time,
on the date of their issuance, and end at 5:00 p.m, New York City time, on April
20, 2006 (five years after the Effective Date).

4.2    Exercise of Warrants.  During the Exercise Period, each Holder may,
       --------------------
subject to this Agreement, exercise from time to time some or all of the
Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the
Company at the principal office of the Warrant Agent such Warrant Certificate(s)
with the form of election to purchase on the reverse thereof duly filled in and
signed, which signature shall be guaranteed by a bank or trust company having an
office or correspondent in the United States or a broker or dealer which is a
member of a registered security exchange or the National Association of
Securities Dealers, Inc. (the "NASD"), or, to the extent held in "street" name,
                               ----
Holder shall comply with applicable law, and (ii) paying to the Warrant Agent
for the account of the Company the aggregate Exercise Price for the number of
Warrant Shares in respect of which such Warrants are exercised.  Warrants shall
be deemed exercised on the date such Warrant Certificate(s) are surrendered to
the Warrant Agent and tender of payment of the aggregate Exercise Price is
received by the Warrant Agent.  Payment of the aggregate Exercise Price shall be
made in cash by wire transfer of immediately available funds to the Warrant
Agent for the account of the Company.

     Upon the exercise of any Warrants in accordance with this Agreement, the
Company shall issue and cause to be delivered promptly, to or upon the written
order of the Holder and in the name of the Holder, a certificate or certificates
for the number of full Warrant Shares issuable upon exercise of such Warrants,
and shall take such other actions as are reasonably necessary to complete the
exercise of such Warrants (including, without limitation, payment of any cash
with respect to fractional interests required under Section 10 hereof).  The
Warrant Agent shall have no responsibility or liability for such issuance or the
determination of the number of Warrant Shares issuable upon such exercise.  The
certificate or certificates representing such Warrant Shares shall have been
issued and the Holder shall be deemed to have become a holder of record of such
Warrant Shares as of the date such Warrants are exercised in accordance with the
terms

                                       5
<PAGE>

hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall
be duly authorized, validly issued, fully paid and non-assessable and shall be
delivered free and clear of all claims, liens, charges, security interests or
encumbrances of any kind, including without limitation any preemptive or similar
rights.

     In the event that less than all of the Warrants evidenced by a Warrant
Certificate are exercised, the Holder thereof shall be entitled to receive a new
Warrant Certificate or Certificates as specified by such Holder evidencing the
remaining Warrants, and the Warrant Agent is hereby irrevocably authorized by
the Company to countersign, issue and deliver the required new Warrant
Certificate or Certificates evidencing such remaining Warrants pursuant to the
provisions of this Section 4.2 hereof and of Section 3 hereof.  The Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrant Certificates duly executed on behalf to the Company for such purpose.

     Upon delivery of the Warrant Shares issuable upon exercise in accordance
herewith and of any required new Warrant Certificates, the Company shall direct
the Warrant Agent by written order to cancel the Warrant Certificates
surrendered upon exercise.  Such canceled Warrant Certificates shall then be
disposed of by the Warrant Agent in a manner permitted by applicable law and
satisfactory to the Company in accordance with its written instructions to the
Warrant Agent.  The Warrant Agent shall inform promptly the Company with respect
to Warrants exercised and concurrently pay to the Company all amounts received
by the Warrant Agent upon exercise of such Warrants.

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

4.3    Compliance with Government Regulations; Qualification under Securities
       ----------------------------------------------------------------------
Laws.  The Company is issuing the Warrants based upon the belief that the
----
issuance and the exercise of the Warrants, and the issuance of the Warrant
Shares upon exercise of the Warrants, are exempt from registration under the
Federal securities laws pursuant to Section 1145 of the Bankruptcy Code.  The
Company covenants that if, following a due demand to exercise Warrants, any
Warrant Shares required to be reserved for purposes of exercise of such Warrants
require, under any federal or state law, registration with or approval of any
governmental authority before such shares may be issued upon exercise, and the
Holder requesting the exercise of a Warrant provides an opinion of counsel
acceptable to the Company to the effect that the exercise of the Warrant
requires registration, then the Company will, unless the Company has received an
opinion of counsel to the effect that such registration is not then required by
such laws, use its Commercially Reasonable Efforts to cause such shares to be so
registered or approved, as the case may be; provided that in no event shall such
                                            --------
Warrant Shares be issued, and the exercise of all such Warrants shall be
suspended, for the period from the date of such due demand for exercise until
such registration or approval is in effect; provided, further, that the Exercise
                                            --------  -------
Period for such Warrants (but only such Warrants) shall be extended one day for
each day (or portion thereof) that any such suspension is in effect.  The
Company shall promptly notify the Warrant Agent of any such suspension, and the
Warrant Agent shall have no duty, responsibility or liability in respect of any
Warrant Shares issued or delivered prior to its receipt of such notice.

                                       6
<PAGE>

The Company shall promptly notify the Warrant Agent of the termination of any
such suspension, and such notice shall set forth the number of days that the
Exercise Period with respect to such Warrants shall be extended as a result of
such suspension.

Section 5.    Payment of Taxes.  The Company will pay all documentary stamp and
              ----------------
other like taxes, if any, attributable to the initial issuance and delivery of
the Warrants and the initial issuance and delivery of the Warrant Shares upon
the exercise of Warrants, provided, that the Company shall not be required to
                          --------
pay any tax or taxes which may be payable in respect of any transfer of the
Warrants, and the Warrant Agent shall not register any such transfer or issue or
deliver any Warrant Certificate(s) unless or until the persons requesting the
registration or issuance shall have paid to the Warrant Agent for the account of
the Company the amount of such tax (which the Warrant Agent shall then apply to
the payment of such tax), if any, or shall have established to the reasonable
satisfaction of the Company that such tax, if any, has been paid.

Section 6.    Mutilated or Missing Warrant Certificates.  In the event that any
              -----------------------------------------
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
shall issue, and at the direction of the Company by written order the Warrant
Agent shall countersign and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate or in lieu of and substitution
for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate
of like tenor and representing all equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company and the Warrant Agent
of such loss, theft or destruction of such Warrant Certificate and an indemnity
or bond, if requested by the Company or the Warrant Agent, also reasonably
satisfactory to them.  An applicant for such a substitute Warrant Certificate
shall also comply with such other reasonable procedures as the Company or the
Warrant Agent may reasonably require.

Section 7.    Reservation of Warrant Shares.  There have been reserved, and the
              -----------------------------
Company shall at all times keep reserved, free from preemptive rights, out of
its authorized Common Stock a number of shares of Common Stock sufficient to
provide for the exercise of the rights of purchase represented by the
outstanding Warrants.  The transfer agent for the Common Stock and every
subsequent or other transfer agent for any shares of the Company's capital stock
issuable upon the exercise of the Warrants (each, a "Transfer Agent") will be
                                                     --------------
and are hereby irrevocably authorized and directed at all times to reserve such
number of authorized shares as shall be required for such purpose.  The Company
will keep a copy of this Agreement on file with each Transfer Agent.  The
Warrant Agent is hereby irrevocably authorized to requisition from time to time
from the Company or a Transfer Agent, as the case may be, the certificates for
Warrant Shares required to honor outstanding Warrants upon exercise thereof in
accordance with the terms of this Agreement.  The Company will supply its
Transfer Agent with duly executed stock certificates for such purposes and will
promptly provide or otherwise make available any cash which may be payable as
provided in Section 10 hereof.  The Company will furnish to its Transfer Agent a
copy of all notices of adjustments and certificates related thereto, transmitted
to each Holder pursuant to Section 9.2 hereof.  The Company will give the
Warrant Agent prompt notice of any change in any Transfer Agent or any change of
address of any Transfer Agent.

     Before taking any action which would cause an adjustment pursuant to
Section 9 reducing the Exercise Price, the Company will take any and all
corporate action which may be

                                       7
<PAGE>

necessary in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares (free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issuance thereof) at
the Exercise Price as so adjusted.

Section 8     Listings; Quotation.  The Company shall use its Commercially
              -------------------
Reasonable Efforts (including requests for waivers) to have each series of the
Warrants listed on a national securities exchange or included for quotation in
the Nasdaq National Market or the Nasdaq Small Cap Market, and shall use its
Commercially Reasonable Efforts to maintain such listing or inclusion. In the
event the Warrants do not qualify for such listing or inclusion, the Company
will use its Commercially Reasonable Efforts (including requests for waivers) to
achieve such qualification and to effect such inclusion or listing whenever the
Warrants qualify therefor, and prior to such time, shall use Commercially
Reasonable Efforts to cause some other customary trading market to admit the
Warrants for trading.

Section 9     Adjustment of Exercise Price; Number of Warrant Shares into Which
              -----------------------------------------------------------------
Warrants are Exercisable. The number and kind of securities purchasable upon the
------------------------
exercise of each Warrant, and the Exercise Price, shall be subject to adjustment
from time to time upon the happening of certain events, as hereinafter
described. The Warrant Agent shall be fully protected in relying on the
certificate described in Section 9.2 below regarding the adjustment and on any
adjustment therein contained, and shall not be obligated or responsible for
calculating any adjustment, nor shall it be deemed to have knowledge of such an
adjustment unless and until it shall have received such certificate.

9.1 Mechanical Adjustments. The number of Warrant Shares purchasable upon the
    ----------------------
exercise of each Warrant and the Exercise Price shall be subject to adjustment
as follows:

(a)  Adjustment for Change in Capital Stock.  Subject to paragraphs (f) and (h)
     --------------------------------------
     below, in the event the Company (i) pays a dividend on all its outstanding
     shares of Common Stock in shares of Common Stock, or makes a distribution
     of shares of Common Stock on all its outstanding shares of Common Stock;
     (ii) makes a distribution on all its outstanding shares of Common Stock in
     shares of its capital stock other than Common Stock; (iii) subdivides its
     outstanding shares of Common Stock into a greater number of shares of
     Common Stock; (iv) combines its outstanding shares of Common Stock into a
     smaller number of shares of Common Stock; or (v) issues, by
     reclassification of its shares of Common Stock, other securities of the
     Company (including any such reclassification in connection with a
     consolidation or merger in which the Company is the surviving entity), then
     the number of Warrant Shares purchasable upon exercise of each Warrant
     immediately prior thereto shall be adjusted so that the Holder of each
     Warrant shall be entitled to receive upon the exercise of the Warrant the
     kind and number of Warrant Shares or other securities of the Company which
     such Holder would have owned or have been entitled to receive upon the
     happening of any of the events described above had such Warrant been
     exercised in full immediately prior to the happening of such event or any
     record date with respect thereto.  If a Holder is entitled to receive
     shares of two or more classes of capital stock of the Company pursuant to
     the foregoing upon exercise of Warrants, the allocation of the adjusted
     Exercise Price between such classes of capital stock shall be determined
     reasonably and in good faith by the Board of Directors of the Company.
     After such allocation, the exercise privilege and the Exercise Price with
     respect to each class of capital stock shall thereafter be subject to
     adjustment on terms substantially identical to those applicable to

                                       8
<PAGE>

     Common Stock in this Section 9. An adjustment made pursuant to this
     paragraph (a) shall become effective immediately after the record date for
     such event or, if none, immediately after the effective date of such event.
     Such adjustment shall be made successively whenever such an event occurs.

(b)  Adjustment for Rights Issue.  Subject to paragraphs (f), (h) and (k) below,
     ---------------------------
     in case the Company shall issue rights, options or warrants (collectively,
     "Rights") to all holders of its outstanding Common Stock entitling them to
      ------
     subscribe for or purchase shares of Common Stock at a Price Per Share (as
     defined in paragraph (e) below) which is lower at the record date mentioned
     below than the Current Market Price (as defined in paragraph (e) below) per
     share of Common Stock on such record date, then the number of Warrant
     Shares thereafter purchasable upon the exercise of each Warrant shall be
     determined (subject to readjustment pursuant to Section 9.1(k) below) by
     multiplying the number of Warrant Shares theretofore purchasable upon
     exercise of each Warrant by a fraction, the numerator of which shall be the
     number of shares of Common Stock outstanding on the date of issuance of
     such Rights plus the additional Number of Shares (as defined in paragraph
     (e) below) of Common Stock offered for subscription or purchase in
     connection with such Rights and the denominator of which shall be the
     number of shares of Common Stock outstanding on the date of issuance of
     such Rights plus the number of shares of Common Stock which the aggregate
     Proceeds (as defined in paragraph (e) below) received or receivable by the
     Company upon exercise of such Rights would purchase at the Current Market
     Price per share of Common Stock at such record date.  Such adjustment shall
     be made whenever Rights are actually issued, and shall become effective on
     the date of distribution retroactive to the record date for the
     determination of stockholders entitled to receive such Rights.

(c)  Adjustment for Other Distributions. Subject to paragraphs (f) and (h)
     ----------------------------------
     below, in case the Company shall distribute to all holders of shares of its
     outstanding Common Stock (x) evidences of indebtedness or assets (excluding
     cash dividends or distributions payable out of the consolidated earnings or
     surplus legally available for such dividends or distributions and dividends
     or distributions referred to in paragraphs (a) or (b) above) of the Company
     or any corporation or other legal entity a majority of the voting equity or
     equity interests of which are owned, directly or indirectly, by the Company
     (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such
         ----------
     evidences of indebtedness, assets and securities as set forth in clauses
     (x) and (y) above, collectively, "Assets"), then in each case the number of
                                       ------
     Warrant Shares thereafter purchasable upon the exercise of each Warrant
     shall be determined by multiplying the number of Warrant Shares theretofore
     purchasable upon the exercise of each Warrant by a fraction, the numerator
     of which shall be the Current Market Price per share of Common Stock on the
     date of such distribution and the denominator of which shall be such
     Current Market Price per share of Common Stock less the fair value as of
     such record date as determined reasonably and in good faith by the Board of
     Directors of the Company of the portion of the Assets applicable to one
     share of Common Stock.  Such adjustment shall be made whenever any such
     distribution is made, and shall become effective on the date of
     distribution retroactive to the record date for the determination of
     stockholders entitled to receive such distribution.

(d)  Adjustment for Common Stock and Convertible Securities Issue.  Subject to
     ------------------------------------------------------------
     paragraphs (f) and (h) below, in case the Company shall issue shares of its
     Common Stock, or securities convertible into, or exchangeable or
     exercisable for Common Stock or Rights to

                                       9
<PAGE>

     subscribe for or purchase such securities (collectively, "Convertible
                                                               -----------
     Securities") (excluding the issuance of (i) Common Stock or Convertible
     ----------
     Securities issued in any of the transactions described in paragraphs (a),
     (b) or (c) above or (ii) Warrant Shares issued upon the exercise of the
     Warrants), at a Price Per Share of Common Stock, in the case of the
     issuance of Common Stock, or at a Price Per Share of Common Stock initially
     deliverable upon conversion, exercise or exchange of such Convertible
     Securities, in each case, together with any other consideration received by
     the Company in connection with such issuance, below the Current Market
     Price per share of Common Stock on the date the Company fixed the offering,
     conversion or exercise or exchange price of such additional shares, then
     the number of Warrant Shares thereafter purchasable upon the exercise of
     each Warrant shall be determined by multiplying the number of Warrant
     Shares theretofore purchasable upon exercise of each Warrant by a fraction,
     the numerator of which shall be the total number of shares of Common Stock
     outstanding on such date plus the additional Number of Shares (as defined
     below) offered for subscription or purchase and the denominator of which
     shall be the number of shares of Common Stock outstanding on such date plus
     the additional Number of Shares which the aggregate Proceeds (as defined
     below) of the total amount of Convertible Securities so offered would
     purchase at the Current Market Price per share of Common Stock at such
     record date. In case the Company shall issue and sell Convertible
     Securities for a consideration consisting, in whole or in part, of property
     other than cash or its equivalent, then in determining the "Price Per
     Share" of Common Stock and the "consideration received by the Company" for
     purposes of this paragraph (d), the Board of Directors of the Company shall
     reasonably and in good faith determine the fair value of such property. The
     determination of whether any adjustment is required under this paragraph
     (d), by reason of the sale and issuance of any Convertible Securities and
     the amount of such adjustment, if any, shall be made at such time and not
     at the subsequent time of issuance of shares of Common Stock upon the
     exercise, conversion or exchange of Convertible Securities.

(e)  Current Market Price; Price Per Share.  (i) For the purpose of any
     -------------------------------------
     computation under this Section 9.1, the "Current Market Price" per share of
                                              --------------------
     Common Stock at any date shall be the volume weighted daily average prices
     for the 20 consecutive trading days preceding the date of such computation.
     The closing price for each day shall be (x) if the Common Stock shall be
     then listed or admitted to trading on the New York Stock Exchange, the
     closing price on the NYSE - Consolidated Tape (or any successor composite
     tape reporting transactions on the New York Stock Exchange) or (y) if such
     a composite tape shall not be in use or shall not report transactions in
     the Common Stock, or if the Common Stock shall be listed on a stock
     exchange other than the New York Stock Exchange, the last reported sales
     price regular way or, in case no such reported sale takes place on such
     day, the average of the closing bid and asked prices regular way for such
     day, in each case on the principal national securities exchange on which
     the shares of Common Stock are listed or admitted to trading (which shall
     be the national securities exchange on which the greatest number of shares
     of the Common Stock have been traded during such 20 consecutive trading
     days) or (z) if the Common Stock is not listed or admitted to trading, the
     average of the closing bid and asked prices of the Common Stock in the
     over-the-counter market as reported by the Nasdaq National Market or any
     comparable system or, if the Common Stock is not included for quotation in
     the Nasdaq National Market or a comparable system, the average of the
     closing bid and asked prices as furnished by two members of the NASD
     selected reasonably and in good faith from time to time by the Board of
     Directors of the Company for that purpose.  In the absence of one or more
     such quotations, the Current Market Price per share of

                                       10
<PAGE>

     the Common Stock shall be determined reasonably and in good faith by the
     Board of Directors of the Company.

          (ii) For purposes of this Section 9.1, "Price Per Share" shall be
                                                  ---------------
     defined and determined according to the following formula:

        P  =   R/N

        Where

        P  =   Price Per Share;

        R  =   the "Proceeds" received or receivable by the Company which (x) in
               the case of shares of Common Stock is the total amount received
               or receivable by the Company in consideration for the issuance
               and sale of such shares; (y) in the case of Rights or Convertible
               Securities with respect to shares of Common Stock, is the total
               amount received or receivable by the Company in consideration for
               the issuance and sale of Rights or such Convertible Securities,
               plus the minimum aggregate amount of additional consideration,
               other than the surrender of such Convertible Securities, payable
               to the Company upon exercise, conversion or exchange thereof; and
               (z) in the case of Rights to subscribe for or purchase such
               Convertible Securities, is the total amount received or
               receivable by the Company in consideration for the issuance and
               sale of such Rights plus the minimum aggregate amount of
               additional consideration, other than the surrender of such
               Convertible Securities, payable upon the exercise of the Right
               and the conversion or exchange or exercise of such Convertible
               Securities; provided that in each case the proceeds received or
               receivable by the Company shall be the net cash proceeds after
               deducting therefrom any compensation paid or discount allowed in
               the sale, underwriting or purchase thereof by underwriters or
               dealers or other performing similar services;

        N  =   the "Number of Shares," which (x) in the case of Common Stock is
               the number of shares issued; and (y) in the case of Rights or
               Convertible Securities with respect to shares of Common Stock, is
               the maximum number of shares of Common Stock initially issuable
               upon exercise, conversion or exchange thereof.

(f)  When De Minimis Adjustment May Be Deferred.  No adjustment in the number of
     ------------------------------------------
     Warrant Shares purchasable hereunder shall be required unless such
     adjustment would require an increase or decrease of at least three percent
     (3%) in the number of Warrant Shares purchasable upon the exercise of each
     Warrant, provided that any adjustments which by reason of this paragraph
              --------
     (f) are not required to be made shall be carried forward and taken into
     account in any subsequent adjustment.  All calculations shall be made to
     the nearest one-hundredth of a Warrant Share and the nearest cent.

                                       11
<PAGE>

(g)  Adjustment in Exercise Price.  Whenever the number of Warrant Shares
     ----------------------------
     purchasable upon the exercise of each Warrant is adjusted as herein
     provided, the Exercise Price payable upon exercise of each Warrant
     immediately prior to such adjustment shall be adjusted by multiplying such
     Exercise Price by a fraction, the numerator of which shall be the number of
     Warrant Shares purchasable upon the exercise of each Warrant immediately
     prior to such adjustment and the denominator of which shall be the number
     of Warrant Shares purchasable immediately thereafter.

(h)  When No Adjustment is Required.  No adjustment in the number of Warrant
     ------------------------------
     Shares purchasable upon the exercise of each Warrant or in the Exercise
     Price need be made under this Section 9.1 in connection with: (i) the
     issuance of Common Stock, options, rights, Warrants or other securities
     pursuant to the Plan; (ii) shares of Common Stock, options, rights,
     warrants or other securities issued by the Company or its subsidiaries for
     the benefit of employees or directors pursuant to any formal employee stock
     plan or other employee benefit plan arrangement duly authorized by the
     Board; (iii) any issuance of shares of Common Stock or Convertible
     Securities pursuant to an underwritten public offering for a price per
     share of Common Stock in the case of an issuance of shares of Common Stock,
     or for a price per share of Common Stock initially deliverable upon
     conversion or exchange of such securities, that is equal to or greater than
     95% of the Current Market Price per share of Common Stock on the date the
     Company fixed the offering, conversion or exchange price of such additional
     shares of Common Stock; (iv) sales of Common Stock pursuant to a plan
     adopted by the Company for reinvestment of dividends or interest; (v)
     shares of Common Stock issued to shareholders of any corporation that is
     acquired by, merged into or made a part or subsidiary of the Company in an
     arm's-length transaction; or (vi) a change in the par value of the shares
     of Common Stock.  Additionally, no adjustment need be made if the Company
     issues or distributes to each Holder of Warrants the shares, rights,
     options, warrants, evidences of indebtedness, assets or other securities
     referred to in those paragraphs which each Holder of Warrants would have
     been entitled to receive had the Warrants been exercised for the number of
     Warrant Shares for which Warrants are then exercisable prior to the
     happening of such event or the record date with respect thereto.

(i)  Capitalization, Reclassification or Consolidation.  If any capital
     -------------------------------------------------
     reorganization of the Company, or any reclassification of the Common Stock,
     or any consolidation of the Company with or merger of the Company with or
     into any other Person, or any sale, lease or other transfer of all or
     substantially all of the assets of the Company to any other Person, shall
     be effected in such a way that the holders of the Common Stock shall be
     entitled to receive stock, other securities, cash or other assets (whether
     such stock, other securities, cash or other assets are issued or
     distributed by the Company or another Person) with respect to or in
     exchange for the Common Stock, then, upon exercise of each Warrant, the
     Holder shall have the right to receive the kind and amount of stock, other
     securities, cash or other assets receivable upon such reorganization,
     reclassification, consolidation, merger or sale, lease or other transfer,
     by a holder of the number of Warrant Shares that such Holder would have
     been entitled to receive upon exercise of such Warrant had such Warrant
     been exercised immediately before such reorganization, reclassification,
     consolidation, merger or sale, lease or other transfer, subject to
     adjustments (as determined in good faith by the Board of Directors of the
     Company).  Adjustments for events subsequent to the effective date of such
     a reorganization, reclassification, consolidation, merger, sale or transfer
     of assets shall be as nearly equivalent as may be practicable to the
     adjustments provided for in this Agreement.  In any such event, effective

                                       12
<PAGE>

     provisions shall be made in the certificate or articles of incorporation of
     the resulting or surviving corporation, in any contract of sale, merger,
     conveyance, lease, transfer or otherwise so that the provisions set forth
     herein for the protection of rights of the Holders shall thereafter
     continue to be applicable; and any such resulting or surviving corporation
     shall expressly assume the obligation to deliver, upon exercise, such
     shares of stock, other securities, cash and property.  The provisions of
     Section 9 shall similarly apply to successive consolidations, mergers,
     sales, leases or transfers.

(j)  Shares of Common Stock.  For all purposes of this Agreement, the term
     ----------------------
     "shares of Common Stock" shall mean (i) the class of stock designated as
     the Common Stock of the Company at the date of this Agreement, or (ii) any
     other class of stock resulting from successive reclassifications of such
     shares consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.  In the event that at any
     time, as a result of an adjustment made pursuant to this Section 9.1, the
     Holders shall become entitled to purchase any securities of the Company
     other than shares of Common Stock, thereafter the number of such other
     shares so purchasable upon exercise of each Warrant and the Exercise Price
     of such shares shall be subject to adjustment from time to time in a manner
     and on terms substantially identical to the provisions with respect to the
     Warrant Shares contained in paragraphs (a) through (h) above, and the
     provisions of this Agreement with respect to the Warrant Shares shall apply
     on like terms to any such other securities.

(k)  Expiration of Rights, etc.  Upon the expiration of any Rights in respect of
     --------------------------
     which an adjustment has been made pursuant to Section 9.1(b), if any
     thereof shall not have been exercised, the Exercise Price and the number of
     Warrant Shares purchasable upon the exercise of each outstanding Warrant
     shall be readjusted so that (i) any calculation previously made on the
     basis of the additional number of shares of Common Stock offered for
     subscription or purchase in connection with such Rights shall instead be
     made on the basis of the additional number of shares of Common Stock
     actually subscribed to or actually purchased in connection with such Rights
     and (ii) any calculation previously made on the basis of the aggregate
     offering price of the total number of shares issuable upon exercise of such
     Rights shall instead be made on the basis of the aggregate offering price
     of the total number of shares actually issued upon exercise of such Rights;
     provided that if, as a result of such readjustment, the net adjustment to
     --------
     the number of Warrant Shares purchasable, upon the exercise of each Warrant
     as a result of the issuance and exercise of such Rights shall be
     sufficiently small as to qualify for de minimis deferral pursuant to
                                          -- -------
     Section 9.1(f), then the Exercise Price and the number of Warrant Shares
     purchasable upon the exercise of each Warrant shall be as if no Rights had
     ever been issued and the provisions of Section 9.1(f) shall otherwise
     prevail.

9.2  Notice of Adjustment.  Whenever the number of Warrant Shares purchasable
     --------------------
upon the exercise of each Warrant or the Exercise Price of Warrant Shares is
adjusted, as herein provided, the Company shall cause the Warrant Agent promptly
to mail to each Holder notice of such adjustment or adjustments and shall
deliver to the Warrant Agent a certificate of a firm of independent public
accountants (who may be the regular accountants employed by the Company) setting
forth the number of Warrant Shares purchasable upon the exercise of each Warrant
and the Exercise Price of Warrant Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth in
reasonable detail the computations by which such adjustment was made. The
Warrant Agent shall be entitled to rely on such certificate and

                                       13
<PAGE>

shall be under no duty or responsibility with respect to any such certificate,
except to exhibit the same, from time to time, to any Holder requesting an
inspection thereof during reasonable business hours. The Warrant Agent shall not
at any time be under any duty or responsibility to any Holder to determine
whether any facts exist which may require any adjustment of the Exercise Price
or the number of Warrant Shares or other stock or property purchasable upon
exercise of Warrants, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed in making such
adjustment.

9.3  Preservation of Purchase Rights upon Merger or Consolidation. The Company
     ------------------------------------------------------------
shall not merge or consolidate with or into any other entity unless the
successor entity (in the event the Company is not the successor entity) shall
expressly assume, by supplemental agreement reasonably satisfactory in form and
substance to the Warrant Agent in its sole judgment and executed and delivered
to the Warrant Agent, the due and punctual performance and observance of the
covenants and conditions of this Agreement to be performed and observed by the
Company. The provisions of this Section 9.3 shall similarly apply to successive
consolidations or mergers. The Warrant Agent shall be under a good faith duty
and responsibility to determine the correctness of any provisions contained in
any such agreement relating to the kind or amount of shares of stock or other
securities or property receivable upon exercise of Warrants or with respect to
the method employed and provided therein for any adjustments and shall be
entitled to rely upon the provisions contained in any such agreement. In the
event of any conflict between this Section 9.3 and Section 9.1(i), Section
9.1(i) shall prevail.

9.4  Statement on Warrants.  Irrespective of any adjustments in the Exercise
     ---------------------
Price or the number or kind of shares purchasable upon the exercise of the
Warrants, Warrant Certificates theretofore or thereafter issued may continue to
express the same Exercise Price and number and kind of Warrant Shares as are
stated in the Warrant Certificates initially issuable pursuant to this
Agreement.

Section 10.   Fractional Interests.  Neither the Company nor the Warrant Agent
              --------------------
shall be required to issue fractional Warrant Shares on the exercise of
Warrants.  If more than one Warrant shall be exercised at the same time by the
same Holder, the number of full Warrant Shares which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of Warrants so
exercised.  If any fraction of a Warrant Share would, except for the provisions
of this Section 10, be issuable on the exercise of any Warrant, then the Company
shall pay an amount in cash equal to the Current Market Price for one Warrant
Share on the date the Warrant Certificate is presented for exercise (determined
in accordance with Section 9.1(e) hereof), multiplied by such fraction.

Section 11.   No Rights as Stockholders.  Nothing contained in this Agreement or
              -------------------------
in any of the Warrants shall be construed as conferring upon the Holders or
their transferees the right to vote or to receive dividends or to consent or to
receive notice as stockholders in respect of any meeting of stockholders for the
election of directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company.

Section 12.   Payments in U.S.  Currency.  All payments required to be made
              --------------------------
hereunder shall be made in lawful money of the United States of America.

                                       14
<PAGE>

Section 13.   Merger or 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 shall be a party, or any corporation succeeding to the
corporation trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without, other than prompt written notice to the Company
with respect thereto, 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 Warrant Agent under the provisions of
Section 15 hereof.  In case any of the Warrant Certificates shall have been
countersigned but not delivered at the time such successor to the Warrant Agent
shall succeed to the agency created by this Agreement, any such successor to the
Warrant Agent may adopt the countersignature of the original Warrant Agent and
deliver such Warrant Certificates so countersigned; and in case at that time any
of the Warrant Certificates shall 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 its name; and in all such cases such
Warrant Certificates shall be fully valid and effective as provided therein and
in this Agreement.

     In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrant Certificates shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver such Warrant Certificates so countersigned; and in case at that
time any of the Warrant Certificates shall 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 shall be
fully valid and effective as provided therein and in this Agreement.

Section 14.   Appointment of Warrant Agent.  The Company hereby appoints the
              ----------------------------
Warrant Agent to act as agent for the Company hereunder and in accordance with
the terms and conditions hereof, and the Warrant Agent hereby accepts such
appointment and undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions.

14.1   Correctness of Statements.  The statements contained herein and in the
       -------------------------
Warrant Certificates shall be taken as statements of the Company, and the
Warrant Agent assumes no responsibility for the correctness of any of the same
except statements that describe the Warrant Agent or action taken by it.

14.2   Breach of Covenants.  The Warrant Agent shall not be responsible for any
       -------------------
failure of the Company to comply with any of the covenants contained in this
Agreement or in the Warrant Certificates to be complied with by the Company.

14.3   Performance of Duties.  The Warrant Agent may execute and exercise any of
       ---------------------
the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its duly appointed attorneys or agents.

14.4   Reliance on Counsel.  Before the Warrant Agent acts or refrains from
       -------------------
acting, the Warrant Agent may consult at any time with legal counsel
satisfactory to it (who may be counsel for the Company), and the Warrant Agent
shall incur no liability or responsibility to the

                                       15
<PAGE>

Company or to any Holder in respect to any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the written opinion or the
written advice of such counsel.

14.5   Proof of Actions Taken.  Whenever in the performance of its duties under
       ----------------------
this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed conclusively to
have been proved and established by a certificate signed by any of the Chairman
of the Board, Chief Executive Officer, Chief Financial Officer or one of the
Vice Presidents of the Company and delivered to the Warrant Agent; and such
certificate shall be full authorization to the Warrant Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

14.6   Compensation and Indemnification.  The Company agrees to pay the Warrant
       --------------------------------
Agent reasonable compensation for all services rendered by the Warrant Agent in
the performance of its duties under this Agreement, to reimburse the Warrant
Agent for all reasonable expenses, taxes and governmental charges and other
charges incurred by the Warrant Agent in the performance of its duties under
this Agreement (including but not limited to the reasonable fees and expenses of
a single legal counsel), and to indemnify the Warrant Agent and its officers,
agents and directors for and to hold each harmless from and against any and all
losses and liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent or any of its agents in
the performance of its duties under this Agreement, except as a result of the
Warrant Agent's gross negligence or willful misconduct as determined in a final
judgment of a court of competent jurisdiction and authority.  The Company's
obligations under this Section 14.6 and any claim arising hereunder shall
survive the resignation or removal of the Warrant Agent and the termination or
discharge of the Company's obligations under this Agreement.

14.7   Legal Proceedings.  The Warrant Agent shall be under no obligation to
       -----------------
institute any action, suit or legal proceeding or to take any other action
likely to involve material expense unless the Company or any one or more Holders
shall furnish the Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred or any liabilities which may arise (but
only to the extent such costs and expenses or liabilities would be covered by
the preceding Section 14.6), but this provision shall not affect the power of
the Warrant Agent to take such action as the Warrant Agent may consider proper,
whether with or without any such security or indemnity.  All rights of action of
any Holder under this Agreement or under any of the Warrants may be enforced by
the Warrant Agent, and any action, suit or proceeding instituted by the Warrant
Agent shall be brought in its name as Warrant Agent, and any recovery of
judgment shall be for the ratable benefit of the Holders, as their respective
rights or interests may appear.

14.8   Other Transactions in Securities of Company.  Subject to the provisions
       -------------------------------------------
of applicable law, the Warrant Agent and any stockholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
any other securities of the Company or have a pecuniary interest 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

                                       16
<PAGE>

though it were not Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.

14.9   Liability of Warrant Agent.  The Warrant Agent shall act hereunder solely
       --------------------------
as agent, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything which it may do or refrain
from doing in connection with this Agreement except for its own negligence or
bad faith.

14.10    Reliance on Documents.  The Warrant Agent will not incur any liability
         ---------------------
or responsibility to the Company or to any Holder for any action taken in
reliance on any notice, resolution, waiver, consent order, certificate, or other
paper, document or instrument reasonably believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.

14.11    Validity of Agreement.  The Warrant Agent shall not be under any
         ---------------------
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent) or for
any of the statements of fact or recitals contained in this Agreement or in
respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof) or any Warrant; nor shall the Warrant Agent by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Warrant Shares (or other securities) to be
issued pursuant to this Agreement or any Warrant, or as to whether any Warrant
Shares (or other securities) will, when issued, be validly issued, fully paid
and nonassessable, or as to the Exercise Price or the number or amount of
Warrant Shares or other securities or any assets or other property issuable upon
exercise of any Warrant.

14.12    Instructions from Company.  The Warrant Agent is hereby authorized and
         -------------------------
directed to accept instructions with respect to the performance of its duties
hereunder from any person believed in good faith by the Warrant Agent to be the
Chairman of the Board, Chief Executive Officer, the Chief Financial Officer or
one of the Vice Presidents of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and shall not be liable
for any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer or officers or any delay in acting while
waiting for these instructions.

Section 15.   Change of Warrant Agent.  The Warrant Agent may resign and be
              -----------------------
discharged from its duties under this Agreement by giving to the Company thirty
(30) days' prior written notice.  The Warrant Agent may be removed by like
notice to the Warrant Agent and the Holders from the Company, such notice to
specify the date when removal shall become effective.  If the Warrant Agent
shall resign or be removed or shall otherwise become incapable of acting, then
the Company shall appoint a successor to the Warrant Agent.  If the Company
shall fail to make such appointment within a period of thirty (30) days after
such removal or written notification of such resignation or incapacity by the
resigning or incapacitated Warrant Agent, then any Holder may, at the Company's
expense, apply to any court of competent jurisdiction for the appointment of a
successor to the Warrant Agent.  Any successor Warrant Agent, whether appointed
by the Company or such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of the United States of America or any
state thereof and having at the time of its appointment as Warrant Agent a
combined capital and surplus of at least $100,000,000.  After appointment and
acceptance of such appointment in writing, the successor

                                       17
<PAGE>

Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it hereunder, and
shall execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Failure to file any notice provided for in this
Section 15, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or the appointment
of the successor Warrant Agent, as the case may be. In the event of such
resignation or removal, the successor Warrant Agent shall promptly mail to each
Holder written notice of such removal or resignation and the name and address of
such successor Warrant Agent.

Section 16.   Notices.  Any notice pursuant to this Agreement by the Company or
              -------
by any Holder to the Warrant Agent, shall be in writing and shall be delivered
in person or sent by registered or certified mail and shall be deemed given upon
receipt at its offices at:

     If by mail:

     Wells Fargo Bank Minnesota, N.A.
     Sixth and Marquette
     MAC N9303-120
     Minneapolis, MN  55479
     Attention:  Corporate Trust Services

     If in person:

     Wells Fargo Bank Minnesota, N.A.
     Corporate Trust Services
     608 Second Avenue South
     12th Floor - Northstar East Bldg.
     Minneapolis, MN  55402

Any notice pursuant to this Agreement by the Warrant Agent or by any Holder to
the Company, shall be in writing and shall be delivered in person or sent by
registered or certified mail and shall be deemed given upon receipt at its
offices at Vencor, Inc. (to be renamed Kindred Healthcare, Inc.), 680 South
Fourth Street, Louisville, Kentucky 40202, Attn: General Counsel and Chief
Financial Officer.  Each party hereto may from time to time change the address
to which its notices are to be delivered or mailed hereunder by notice to the
other party.

     Any notice mailed pursuant to this Agreement by the Company or the Warrant
Agent to the Holders shall be in writing and shall be mailed first class,
postage prepaid, or otherwise delivered, to such Holders at their respective
addresses in the Warrant Register.  The initial address of each Holder shall be
as provided by the Company to the Warrant Agent.  Any Holder may change its
address by notice to the Company and the Warrant Agent given in accordance with
this Section 16.

Section 17.   Cancellation of Warrants.  In the event the Company shall purchase
              ------------------------
or otherwise acquire any Warrants, the same shall thereupon be delivered to the
Warrant Agent and

                                       18
<PAGE>

be cancelled by it and retired. The Warrant Agent shall cancel any Warrant
Certificate surrendered for exchange, substitution, transfer or exercise in
whole or in part.

Section 18.   Supplements and Amendments.  The Company and the Warrant Agent may
              --------------------------
from time to time supplement or amend this Agreement, the Warrants and the
Warrant Certificates without approval of any Holder, 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 comply with
the requirements of any national securities exchange or the Nasdaq National
Market or the Nasdaq Small Cap Market, 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 shall not be inconsistent with
the provisions of the Warrants and this Agreement.  Any other supplement or
amendment to this Agreement may be made with the approval of the Holders of a
majority of outstanding Warrants of each series of Warrants, voting separately
as two classes.  Notwithstanding anything in this Agreement to the contrary, no
supplement or amendment that changes the rights and duties of the Warrant Agent
under this Agreement will be effective against the Warrant Agent without the
execution of such supplement or amendment by the Warrant Agent.

Section 19.   Successors.  All the covenants and provisions of this Agreement by
              ----------
or for the benefit of the Company or the Warrant Agent shall bind and inure
solely to the benefit of the Company or the Warrant Agent and their respective
successors hereunder.

Section 20.   Applicable Law.  This Agreement and each Warrant issued hereunder
              --------------
shall be governed by and construed in accordance with the laws of the state of
New York without giving effect to the principles of conflict of laws thereof.

Section 21.   Benefits of this Agreement.  Nothing in this Agreement shall be
              --------------------------
construed to give to any Person other than the Company, the Warrant Agent and
the Holders any legal or equitable right, remedy or claim under this Agreement;
rather, this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent, their respective successors, and the Holders.

Section 22.   Counterparts.  This Agreement may be executed in any number of
              ------------
counterparts, each of which shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

Section 23.   Captions.  The captions of the Sections and subsections of this
              --------
Agreement, have been inserted for convenience only and shall have no substantive
effect.

                                       19
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.

                              VENCOR, INC.

                              (to be renamed Kindred Healthcare, Inc.)

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


                              WELLS FARGO BANK MINNESOTA, N.A.

                              as Warrant Agent

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

                                       20
<PAGE>

                                         EXHIBIT A
                                         TO WARRANT AGREEMENT

     No.  _______________                            _____________ Warrants

                          Series A Warrant Certificate

                             CUSIP No. 494580-11-1

                                  VENCOR, INC.
                    (to be renamed Kindred Healthcare, Inc.)

     This Warrant Certificate certifies that _____________________ or registered
assigns, is the registered holder of Series A Warrants (the "Warrants") expiring
at 5:00 p.m., New York City time, on April 20, 2006 (five years after the
Effective Date of the Plan (as defined in the Warrant Agreement referred to on
the reverse side hereof)) (the "Expiration Date"), to purchase Common Stock,
$0.25 par value per share (the "Common Stock"), of VENCOR, INC. (to be renamed
Kindred Healthcare, Inc.), a Delaware corporation (the "Company"). The Warrants
may be exercised at any time from 9:00 a.m., New York City time, on April 21,
2001 to 5:00 p.m., New York City time, on the Expiration Date. Each Warrant
entitles the holder upon exercise to receive from the Company, if exercised
before 5:00 p.m., New York City time, on the Expiration Date, one fully paid and
nonassessable share of Common Stock (a "Warrant Share") at the Series A Exercise
Price (as defined in the Warrant Agreement referred to on the reverse side
hereof), payable in lawful money of the United States of America, upon surrender
of this Warrant Certificate and payment of the Series A Exercise Price at the
office or agency of the Warrant Agent, subject to the conditions set forth
herein and in the Warrant Agreement. The Series A Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.

     WARRANTS NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON APRIL
20, 2006 (FIVE YEARS FROM THE EFFECTIVE DATE) SHALL BECOME VOID.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

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

                                      A-1
<PAGE>

     IN WITNESS WHEREOF, VENCOR, INC. (to be renamed Kindred Healthcare, Inc.)
has caused this Warrant Certificate to be duly executed.

                                    VENCOR, INC.

                                    (to be renamed Kindred Healthcare, Inc.)


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

Dated:
       -----------------------------

Countersigned:

WELLS FARGO BANK MINNESOTA,
   NATIONAL ASSOCIATION,
as Warrant Agent

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


                                      A-2
<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 upon exercise to receive shares of Common Stock of the Company and are
issued or to be issued pursuant to a Warrant Agreement dated as of April 20,
2001 (the "Warrant Agreement"), duly executed and delivered by the Company to
Wells Fargo Bank Minnesota, National Association, as Warrant Agent (the "Warrant
Agent"), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon written request
to the Warrant Agent. By accepting initial delivery, transfer or exchange of
this Warrant Certificate, the duly registered holder shall be deemed to have
agreed to the terms of the Warrant Agreement as it may be in effect from time to
time, including any amendments or supplements duly adopted in accordance
therewith.

     The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to
purchase set forth hereon properly completed and executed, together with payment
of the aggregate Series A Exercise Price in the manner described below at the
office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof
or its assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.

     Payment of the aggregate Series A Exercise Price must be made in cash by
wire transfer to the Warrant Agent for the account of the Company.

     The Warrant Agreement provides that upon the occurrence of certain events
the number of shares of Common Stock or type of stock issuable upon the exercise
of each Warrant, and the Series A Exercise Price of each Warrant, may, subject
to certain conditions, be adjusted.  No fractions of a share of Common Stock
will be issued upon the exercise of any Warrant, but the Company shall pay the
cash value thereof determined as provided in the Warrant Agreement.

     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 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 shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant

                                      A-3
<PAGE>

Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

     The Company and the Warrant Agent may deem and treat the registered
holder(s) hereof 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 shall be affected by any notice to the contrary.  Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


                                      A-4
<PAGE>

                                 PURCHASE FORM
                                 -------------

     The undersigned hereby irrevocably elects to exercise ___ Warrant(s)
represented by this Warrant Certificate, according to the terms and conditions
hereof and hereby makes payment of $________ in payment of the aggregate Series
A Exercise Price thereof.  If the number of Warrants exercised shall not be all
of the Warrants represented by this Warrant Certificate, then a new Warrant
Certificate for the balance remaining shall be issued in the name of the
undersigned or its assignee as indicated on the Assignment Form.

Dated:
      ----------------------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:
     --------------------------------------------------------------------------
                  (please typewrite or print in block letters)
Address:
        -----------------------------------------------------------------------

     Signature:
               ----------------------------------------------------------------
               Note:  The signature must conform in all respects to name of
               holder as specified on the face of this Warrant Certificate

     Signature Guaranteed:


                                      A-5
<PAGE>

                                ASSIGNMENT FORM
                                ---------------

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

Name:
      -------------------------------------------------------------------
                  (please typewrite or print in block letters)

Address:
        ------------------------------------------------------------------

its right, title and interest in ___ Warrants represented by this Warrant
Certificate and does hereby irrevocably constitute and appoint _________
Attorney, to transfer the same on the books of the Company, with full power of
substitution in the premises.

Dated:
      ------------------------------

                                                 Signature:
                                                           --------------------
----------------------------------------------            Note: The signature
Social Security or other identifying number of                  must conform in
holder                                                          all respects to
                                                                name of holder
                                                                as specified on
                                                                the face of this
                                                                Warrant
                                                                Certificate


Signature Guaranteed:

                                      A-6
<PAGE>

                                         EXHIBIT B
                                         TO WARRANT AGREEMENT

     No.  _______________                    _____________ Warrants

                          Series B Warrant Certificate

                               CUSIP 494580-12-9

                                  VENCOR, INC.

                    (to be renamed Kindred Healthcare, Inc.)

     This Warrant Certificate certifies that _____________________ or registered
assigns, is the registered holder of Series B Warrants (the "Warrants") expiring
at 5:00 p.m., New York City time, on April 20, 2006 (five years after the
Effective Date of the Plan (as defined in the Warrant Agreement referred to on
the reverse side hereof)) (the "Expiration Date"), to purchase Common Stock,
$0.25 par value per share (the "Common Stock"), of VENCOR, INC. (to be renamed
Kindred Healthcare, Inc.), a Delaware corporation (the "Company").  The Warrants
may be exercised at any time from 9:00 a.m., New York City time, on April 21,
2001 to 5:00 p.m., New York City time, on the Expiration Date.  Each Warrant
entitles the holder upon exercise to receive from the Company, if exercised
before 5:00 p.m., New York City time, on the Expiration Date, one fully paid and
nonassessable share of Common Stock (a "Warrant Share") at the Series B Exercise
Price (as defined in the Warrant Agreement referred to on the reverse side
hereof), payable in lawful money of the United States of America, upon surrender
of this Warrant Certificate and payment of the Series B Exercise Price at the
office or agency of the Warrant  Agent, subject to the conditions set forth
herein and in the Warrant Agreement.  The Series B Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.

     WARRANTS NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON APRIL
20, 2006 (FIVE YEARS FROM THE EFFECTIVE DATE) SHALL BECOME VOID.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

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

                                      B-1
<PAGE>

     IN WITNESS WHEREOF, VENCOR, INC. (to be renamed Kindred Healthcare, Inc.)
has caused this Warrant Certificate to be duly executed.

                                    VENCOR, INC.

                                    (to be renamed Kindred Healthcare, Inc.)

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

Dated:
       -----------------------------

Countersigned:

WELLS FARGO BANK MINNESOTA,
    NATIONAL ASSOCIATION
as Warrant Agent

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

                                      B-2
<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 upon exercise to receive shares of Common Stock of the Company and are
issued or to be issued pursuant to a Warrant Agreement dated as of April 20,
2001 (the "Warrant Agreement"), duly executed and delivered by the Company to
Wells Fargo Bank Minnesota, National Association, as Warrant Agent (the "Warrant
Agent"), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of
the Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon written request
to the Warrant Agent. By accepting initial delivery, transfer or exchange of
this Warrant Certificate, the duly registered holder shall be deemed to have
agreed to the terms of the Warrant Agreement as it may be in effect from time to
time, including any amendments or supplements duly adopted in accordance
therewith.

     The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to
purchase set forth hereon properly completed and executed, together with payment
of the aggregate Series B Exercise Price in the manner described below at the
office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof
or its assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.

     Payment of the aggregate Series B Exercise Price must be made in cash by
wire transfer to the Warrant Agent for the account of the Company.

     The Warrant Agreement provides that upon the occurrence of certain events
the number of shares of Common Stock or type of stock issuable upon the exercise
of each Warrant, and the Series B Exercise Price of each Warrant, may, subject
to certain conditions, be adjusted.  No fractions of a share of Common Stock
will be issued upon the exercise of any Warrant, but the Company shall pay the
cash value thereof determined as provided in the Warrant Agreement.

     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 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 shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant

                                      B-3
<PAGE>

Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

     The Company and the Warrant Agent may deem and treat the registered
holder(s) hereof 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 shall be affected by any notice to the contrary.  Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

                                      B-4
<PAGE>

                                 PURCHASE FORM
                                 -------------

     The undersigned hereby irrevocably elects to exercise ___ Warrant(s)
represented by this Warrant Certificate, according to the terms and conditions
hereof and hereby makes payment of $________ in payment of the aggregate Series
B Exercise Price thereof.  If the number of Warrants exercised shall not be all
of the Warrants represented by this Warrant Certificate, then a new Warrant
Certificate for the balance remaining shall be issued in the name of the
undersigned or its assignee as indicated on the Assignment Form.

Dated:
      ----------------------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:
     -------------------------------------------------------------------------
                  (please typewrite or print in block letters)
Address:
        ----------------------------------------------------------------------

     Signature:
               ---------------------------------------------------------------
            Note:  The signature must conform in all respects to name of holder
            as specified on the face of this Warrant Certificate

     Signature Guaranteed:

                                      B-5
<PAGE>

                                ASSIGNMENT FORM
                                ---------------

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

Name:
     -------------------------------------------------------------------------
                  (please typewrite or print in block letters)
Address:
        ----------------------------------------------------------------------

its right, title and interest in ___ Warrants represented by this Warrant
Certificate and does hereby irrevocably constitute and appoint _________
Attorney, to transfer the same on the books of the Company, with full power of
substitution in the premises.

Dated:
      ------------------------------

                                                 Signature:
                                                           --------------------
----------------------------------------------            Note: The signature
Social Security or other identifying number of                  must conform in
holder                                                          all respects to
                                                                name of holder
                                                                as specified on
                                                                the face of this
                                                                Warrant
                                                                Certificate

Signature Guaranteed:

                                      B-6
<PAGE>

                                         EXHIBIT C
                                         TO WARRANT AGREEMENT

UNLESS THIS WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR EXERCISE, AND ANY
WARRANT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
WARRANT SHARES ISSUED UPON THE EXERCISE HEREOF ARE REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, EXERCISE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                      C-1