Exhibit 10.3


                                 FORM OF WARRANT

         This Warrant and the shares of Common Stock (as defined below) issuable
upon exercise of this Warrant are subject to the terms and conditions of a
Subordinated Loan and Warrant Purchase Agreement, dated as of the date hereof
among ImageMax, Inc. (the "Company") and holders of certain shares or holders
having rights to acquire shares of the outstanding capital stock of the Company.
Copies of such agreement may be obtained at no cost by written request made by
the holder of record of this Warrant to the Company.

         Neither this Warrant nor the shares of Common Stock (as defined below)
issuable upon exercise of this Warrant have been registered under the Securities
Act of 1933, as amended (the "Act"), and neither may be offered, sold or
otherwise transferred, pledged or hypothecated unless and until registered under
the Act or unless the Company has received an opinion of counsel or other
evidence satisfactory to the Company and its counsel that such registration is
not required.

No.: 2000-                                                  Warrant to Subscribe
Date of Issuance:  February 15, 2000                      for [_________] Shares
                                                                 of Common Stock

                           STOCK SUBSCRIPTION WARRANT

                   To Subscribe for and Purchase Common Stock


                                 IMAGEMAX, INC.

         IMAGEMAX, INC., a Pennsylvania corporation (the "Company"), for value
received, hereby certifies and agrees that [_____________] ("Holder") or its
registered assigns, is entitled to subscribe for, at any time and from time to
time during the Exercise Period (as defined in Section 2 below)
[________________] duly authorized, validly issued, fully paid and nonassessable
shares of the Company's common stock, no par value ("Common Stock") subject to
adjustment as set forth in Section 4 and Section 5 hereof (the "Warrant
Shares"), at the Exercise Price (as defined, and subject to adjustment as set
forth in Section 1(b) below), as provided herein. This Warrant was originally
issued in connection with a loan transaction (the "Loan") among the Company and
several investors (the "Investors") pursuant to which the Investors have loaned
the Company an aggregate of Six Million Dollars ($6,000,000) pursuant to a
Subordinated Loan and Warrant Purchase Agreement as of the date hereof, among
the Company and the Investors (the Subordinated Loan and Warrant Purchase
Agreement, as the same may hereafter be amended and/or restated the "Loan
Agreement"),


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and several convertible subordinated promissory notes dated the date hereof, in
the aggregate original principal amount of $6,000,000, delivered by the Company
and its Subsidiaries to the Investors in connection therewith (the convertible
subordinated promissory notes, as the same may hereafter be amended and/or
restated and any notes issued in substitution or exchange for any of the
foregoing, the "Notes").

                  This Warrant is subject to the following provisions, terms and
conditions.

         1. Exercise of Warrant.

                  (a) Optional Exercise; Issuance of Certificates; Payment for
Shares; Additional Warrants. The rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed if
required) (or, in the event that such Warrant has been lost, stolen or
destroyed, the Holder shall execute an agreement reasonably satisfactory to the
Company to indemnify the Company from any loss incurred by it resulting from the
fact that such Warrant has been lost, stolen or destroyed), together with a
completed Exercise Agreement in the form attached hereto as Exhibit A (the
"Exercise Agreement") at the office of the Company at 1100 Hector Street, Suite
396, Conshohoken, PA 19428 (or such other office or agency of the Company as it
may designate by notice in writing to the Holder hereof at the address of such
Holder appearing on the books of the Company at any time within the Exercise
Period) and upon (i) payment to the Company of the purchase price for such
shares in cash, check or wire transfer of immediately available funds or (ii) by
delivery to the Company of a completed Exercise Agreement indicating the
Holder's intention to effect a Cashless Exercise (as defined in, and in
accordance with the provisions of, Section 1(c) below), for the number of
Warrant Shares indicated in the Exercise Agreement. The Company agrees that the
Warrant Shares so purchased shall be and are deemed to be issued to the Holder
hereof as the record owner of such shares as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
shares as aforesaid. Certificates for the shares of stock so purchased shall be
delivered to the Holder hereof at the address specified by the Holder within a
reasonable time, not exceeding ten days, after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has expired, a
new Warrant representing the number of shares, if any, with respect to which
this Warrant shall not then have been exercised shall also be delivered to the
Holder hereof within such time.

                  (b) Exercise Price; Adjustments to Exercise Price.

                           (1) The exercise price of the Warrant Shares pursuant
to this Warrant shall be $3.50 per share, subject to adjustments as set forth in
Section 1(b)(2) and Section 5 below (the "Exercise Price").


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                           (2) Notwithstanding the foregoing, the Exercise Price
shall be subject to adjustment as follows:

                                    (A) if on the fourth anniversary of the date
of issuance set forth on the first page of this Warrant (the "Date of
Issuance"), the average Market Price (as defined below) of the Company's Common
Stock has been at or below $4.00 (subject to adjustment under circumstances set
forth in Sections 5(b) -(d) hereof) per share for a period of twenty (20)
consecutive trading days, then the Exercise Price shall be reduced to the lesser
of (i) $2.20 (subject to adjustment under the circumstances set forth in
Sections 5(b) - (d) hereof) per share or (ii) eighty percent (80%) of the
average Market Price for such twenty (20) trading day period; and

                                    (B) if on the fourth (4th) anniversary of
the Date of Issuance, the Company's Common Stock has no Market Price (as defined
below), then the Exercise Price shall be reduced to the lesser of (i) $2.20 per
share or (ii) eighty percent (80%) of the Appraised Value (as defined below) on
such fourth (4th) anniversary (the "Appraised Value Measurement Date");
provided, however that:

                                    (C) if, at any time during the period after
the fourth (4th) anniversary of the Date of Issuance the Company receives a bona
fide offer, which the Company intends to accept, to engage in an Exit Event (as
defined in the Loan Agreement) which reflects a value per share of Common Stock
of the Company of $4.80 or more (subject to adjustment under the circumstances
set forth in Sections 5(b) - (d) hereof), upon its receipt of written notice
from the Company with respect thereto, the Holder may not exercise any portion
of this Warrant except concurrently with and as part of such Exit Event and, if
the Exit Event closes prior to that date which is 180 days after the fourth
(4th) anniversary of the Date of Issuance, the reductions in the exercise price
provided for in Section 1(b)(2)(A) and (B) shall be reversed and the Exercise
Price shall again be $3.50 per share (subject to adjustment under the
circumstances set forth in Sections 5(b) - (d) hereof). If no Exit Event closes
prior to that date which is 180 days after the fourth (4th) anniversary of the
Date of Issuance, this Section 1(b)(2)(C) shall be of no further force or
effect.

                  "Market Price" shall mean, per share of Common Stock, as of
the date of determination, the closing price per share of Common Stock on such
date published in The Wall Street Journal or, if no such closing price on such
date is published in The Wall Street Journal, then the average of the reported
closing bid and asked prices on such date, as officially reported on the
principal national securities exchange (including for this purpose, without
limitation, The Nasdaq Stock Market, Inc.) on which the Common Stock is then
listed or admitted to trading. If the Common Stock is not then listed or
admitted to trading on any such national securities exchange, then the Common
Stock shall be deemed to have no "Market Price".

                  "Appraised Value" shall mean the value of a share of the
Company's Common Stock on the Appraised Value Measurement Date as determined, at
the Company's expense, by an investment banker satisfactory to the Company and
the Holder.

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                  (c) Cashless Exercise. Notwithstanding anything to the
contrary contained in this Warrant, this Warrant may be exercised by
presentation and surrender of this Warrant to the Company at its principal
executive offices with a completed Exercise Agreement, indicating the Holder's
intention to effect a cashless exercise, including a calculation (to the extent
then calculable) of the number of shares of Common Stock to be issued upon such
exercise in accordance with the terms hereof (a "Cashless Exercise", and the
date of such presentation and surrender being herein referred to as the
"Cashless Exercise Date"). In the event of a Cashless Exercise, in lieu of
paying the Exercise Price in cash, check or immediately available funds, the
Holder shall surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number Warrant Shares by a fraction, the numerator
of which shall be the difference, if any, of the average Market Price for the
twenty (20) trading day period preceding the date of the Exercise Agreement (or,
if there is no such Market Price, the Appraised Value on the date of the
Exercise Agreement), less the Exercise Price in effect as of such date, and the
denominator of which shall be such average Market Price for such twenty (20)
trading day period (or, if there is no such Market Price, the Appraised Value on
the date of the Exercise Agreement).

         2. Exercise Period; Governmental Approvals.

                  (a) Except as provided in Section 4(c), this Warrant shall be
exercisable at any time and from time to time during the period commencing upon
after the later to occur of (i) the first anniversary of the Date of Issuance,
and (ii) repayment in full of the Note originally issued to the original Holder
of this Warrant or conversion of such Note into Common Stock, and continuing
until the fifth anniversary of the Date of Issuance (such period shall herein be
referred to as the "Exercise Period").

                  (b) The Company covenants that if any registrations, filings
or approvals are required pursuant to United States or state law or applicable
governing rules ("Government Approvals") before any Warrant Shares may be issued
upon exercise, the Company will in good faith and as expeditiously as possible
endeavor to cause such Government Approvals to be obtained; provided, however,
that in no event shall such Warrant Shares be issued, and the Company is hereby
authorized to suspend the exercise of all Warrants, for the period during which
such Government Approvals are required but not in effect. If the Exercise Period
of the Warrants expires during any time that the exercise of the Warrants has
been suspended, the right to exercise the Warrants shall not expire until thirty
(30) days after the Company has notified the Holder thereof (by first class
mail, postage prepaid) that the required Government Approvals are in effect, and
that the aforementioned suspension is no longer in effect.

         3. No Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon exercise of this Warrant. If
any fractional share of Common


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Stock would be issuable upon the exercise of this Warrant, then the Company
shall make an adjustment therefor in cash at the Exercise Price.

         4. Adjustments to Number of Warrant Shares.

                  (a) If at any time prior to the exercise of this Warrant, (i)
the average Market Price for any ninety (90) trading day period (the "Ninety Day
Average") equals or exceeds $8.00 (subject to adjustment under circumstances set
forth in Sections 5(b) - (d) hereof) per share, the number of Warrant Shares
shall be decreased to 1,600,000; (ii) the Ninety Day Average equals or exceeds
$9.00 (subject to adjustment under circumstances set forth in Sections 5(b) -(d)
hereof) per share, the number Warrant Shares shall decrease to 1,472,727; or
(iii) the Ninety Day Average equals or exceeds $10.00 (subject to adjustment
under circumstances set forth in Sections 5(b) - (d) hereof) per share, the
number of Warrant Shares shall decrease to 1,384,615; provided, however, in the
event the number of Warrant Shares is decreased in accordance with this Section
4(a) and subsequently thereto the Exercise Price is adjusted in accordance with
the terms of Section 1(b)(2) hereof, the number of Warrant Shares shall
immediately be increased as follows: (i) in the event this Warrant has not been
exercised, the number of Warrant Shares shall increase to the Original Number Of
Warrant Shares (as defined below); and (ii) in the event there has been a
partial exercise of this Warrant, the number of Warrant Shares shall be
increased on a pro rata basis, determined by multiplying the number of remaining
unexercised Warrant Shares by a fraction the numerator of which is the Original
Number Of Warrant Shares and the denominator of which is the applicable
"Adjusted Number Of Warrant Shares" (as defined below).

                           For these purposes, the original number of Warrant
Shares set forth on the first page of the Warrant is referred to as the
"Original Number Of Warrant Shares" and each of the adjusted number of Warrant
Shares derived under Section 4(a)(i)-(iii) is referred to herein as the
"Adjusted Number Of Warrant Shares".

                  (b) Exercise Protocol. In the event that the Market Price of
the Company's Common Stock reaches the $8.00, $9.00 or $10.00 thresholds
described in Section 4(a), respectively, the Company shall in each case give the
Holder notice of such event. In the event that the Ninety Day Average reaches
the $8.00, $9.00 or $10.00 thresholds, respectively, described in Section 4(a),
the Company shall give the Holder prompt written notice and the Holder shall
have the right for a period of ten (10) days from the date of such notice to
exercise this Warrant for the number of shares of Common Stock as in effect
prior to any adjustment that would take place pursuant to Section 4(a) as a
result of such increase in the Market Price. If the Holder should fail to
exercise this Warrant prior to the end of such ten (10) day period, the number
of Warrant Shares shall immediately be reduced in accordance with Section 4(a)
hereof.

                  (c) In the event of an Exit Event(as defined in the Loan
Agreement), the Company shall give the Holder written notice of its receipt of a
bona fide offer to the Company, which the


                                       -5-

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Company intends to accept, to engage in an Exit Event within ten (10) days of
receipt of such offer. In the event of an Exit Event (as defined below) in which
the Exit Event Price is greater than $8.00, $9.00 or $10.00, respectively,
(subject in each case to adjustment under circumstances set forth in Sections
5(b) - (d)) per share, then (i) the number of Warrant Shares shall be
immediately reduced in accordance with Section 4(a) above as if the Exit Event
Price were the corresponding Ninety Day Average, and (ii) from the time of the
receipt of such notice until the effective date of the Exit Event, the Holder
may not exercise any portion this Warrant except concurrently with and as part
of such Exit Event.

                  (d) In the event the consideration received in an Exit Event
consists of securities of the surviving Person of such Liquidating Event that do
not constitute "restricted securities," as such term is defined in Rule
144(a)(3) promulgated under the Act, consideration shall be deemed to be the
Market Price for the twenty (20) trading day period ending three (3) days prior
to the consummation of the Liquidating Event.

         5. Adjustments. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

                  (a) Anti-Dilution.

                           (i) Subject to Section 5(a)(v) below, in the event
the Company shall hereafter issue additional shares of Common Stock, options or
other securities convertible into or exchangeable for Common Stock at a price or
conversion or exercise price (as the case may be) which is less than the
Exercise Price (the "Additional Shares"), the Exercise Price shall be
automatically lowered to a price equal to the price or conversion price or
exercise price (as the case may be) for such Additional Shares.

                           (ii) If the Company at any time and in any manner
issues or sells any stock, warrants, rights or options pursuant to which the
recipient may subscribe for or purchase Common Stock ("Options") the "price or
the conversion or exercise price (as the case may be)" in accordance with
Section 5(a)(i) shall be determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of all such
Options, plus, in the case of Convertible Securities issuable upon the exercise
of such Options, the minimum aggregate amount of additional consideration
payable upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the
exercise of all such Options (assuming full conversion of Convertible
Securities, if applicable). No further adjustment to the Exercise Price will be
made upon the actual issuance of such Common Stock upon the exercise of such
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Options.


                                       -6-

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                           (iii) (A) If the Company at any time and in any
manner issues or sells any securities which are exercisable for, convertible
into or exchangeable for, Common Stock ("Convertible Securities"), whether or
not immediately convertible (other than where such Convertible Securities are
issuable upon the exercise of Options), the "price or the conversion or exercise
price (as the case may be)" in accordance with Section 5(a)(i) shall be
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or sale of all such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Company upon the exercise, conversion or exchange thereof at
the time such Convertible Securities first become exercisable, convertible or
exchangeable, by (ii) the maximum total number of shares of Common Stock
issuable upon the exercise, conversion or exchange of all such Convertible
Securities. No further adjustment to the Exercise Price will be made upon the
actual issuance of such Common Stock upon exercise, conversion or exchange of
such Convertible Securities.

                                    (B) If the Company in any manner issues or
sells any Convertible Securities with a variable conversion or exercise price or
exchange ratio, then the price per share for which Common Stock is issuable upon
such exercise, conversion or exchange for purposes of the calculation
contemplated by Section 5(a)(iii)(A) shall be deemed to be the lowest price per
share which would be applicable (assuming all holding period and other
conditions to any discounts contained in such Convertible Security have been
satisfied).

                           (iv) If the total number of shares of Common Stock
issuable upon exercise of Options or upon exercise, conversion or exchange of
Convertible Securities, in each case for which an adjustment was made pursuant
to Section 5(a), is not, in fact issued and the rights to exercise such Options
or to exercise, convert or exchange such Convertible Securities shall have
expired or terminated, the Exercise Price then in effect shall be readjusted to
the Exercise Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination (other
than in respect of the actual number of shares of Common Stock issued upon
exercise, conversion or exchange thereof), never been issued.

                           (v) No adjustment to the Exercise Price will be made
under this Section 5(a) upon (i) the exercise of any of the Options for 465,000
shares of Common Stock outstanding prior to the date this Warrant was originally
issued; (ii) the issuance, grant or exercise of any stock or Options, which are
contemporaneously herewith being, or may hereafter be issued, granted or
exercised under the plan in existence on the date this Warrant was originally
issued relating to employees, directors or independent contractors of the
Company; provided that the maximum number of shares of Common Stock so issued or
issuable upon the exercise of such Options shall not exceed one million one
hundred thirty-five thousand (1,135,000) shares (135,000


                                       -7-

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shares under the existing plan plus an additional one million shares); or (iii)
the exercise of any of the Warrants or conversion of any of the Notes.

                           (vi) Upon each adjustment of the Exercise Price
pursuant to the provisions of this Section 5(a), the number of shares of Common
Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a
number equal to the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock issuable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.

                  (b) Stock Dividend, Split or Subdivision of Shares. If the
number of shares of Common Stock outstanding at anytime after the date hereof is
increased or deemed increased by a stock dividend payable in shares of Common
Stock or other securities convertible into or exchangeable for shares of Common
Stock ("Equivalents") or by a subdivision or split-up of shares of Common Stock
or Equivalents (other than a change in par value, from par value to no par value
or from no par value to par value), then, following the effective date fixed for
the determination of holders of Common Stock or Equivalents entitled to receive
such stock dividend, subdivision or split-up, the Exercise Price shall be
appropriately decreased and the number of Warrant Shares shall be increased in
proportion to such increase in outstanding shares (on a fully diluted basis if
the dividend is payable in Equivalents).

                  (c) Combination of Shares. If, at any time after the date
hereof, the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding shares of Common Stock (other than a change in
par value, from par value to no par value or from no par value to par value),
then, following the effective date for such combination, the Exercise Price
shall be appropriately increased and the number of Warrant Shares shall be
decreased in proportion to such decrease in outstanding shares.

                  (d) Reorganizations, Consolidations, etc. In the event, at any
time after the date hereof, of any capital reorganization, or any
reclassification of the capital stock of the Company (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares),
or the consolidation or merger of the Company with or into another person (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any change in the powers, designations,
preferences and rights, or the qualifications, limitations or restrictions, if
any, of the capital stock of the Company as amended from time to time) or of the
sale or other disposition of all or substantially all the properties and assets
of the Company in its entirety to any other person (any such transaction, an
"Extraordinary Transaction"), then this Warrant shall be exercisable for the
kind and number of shares of stock or other securities or property of the
Company, or of the corporation resulting from or surviving such Extraordinary
Transaction, that a Holder of the number of shares of Common Stock deliverable
(immediately prior to the effectiveness


                                       -8-

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of the Extraordinary Transaction) upon exercise of this Warrant would have been
entitled to receive upon such Extraordinary Transaction. The provisions of this
Section 5(d) shall similarly apply to successive Extraordinary Transactions.

                  (e) Calculations. All calculations under this Section 5 shall
be made to the nearest cent ($.01) or to the nearest share, as the case may be.

                  (f) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 5, the Company at its own
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each the Holder hereof a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.

         6. Shares to be Fully Paid; Reservation of Shares. The Company
covenants and agrees that all of the Warrant Shares, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized,
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.

         7. Notices. In case at any time:

                  (a) the Company shall declare any cash dividend upon its
Common Stock;

                  (b) the Company shall declare any dividend upon its Common
Stock payable in stock or make any special dividend or other distribution (other
than regular cash dividends) to the holders of Common Stock;

                  (c) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

                  (d) there shall be any capital reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or


                                       -9-

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                  (e) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company, (i) at least 10 days prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription rights or
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, and (ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least 10
days prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (i) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (ii) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.

         8. Restriction on Transfer.

                  (a) This Warrant and the rights granted to the Holder are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly executed assignment in the form attached hereto as Exhibit B, at the
office or agency of the Company referred to Section 1 above, pro vided, however,
that any transfer or assignment shall be subject to the conditions set forth in
Section 8(b) hereof and Section 11.2 of the Loan Agreement. Until due
presentment for registration of transfer on the books of the Company, the
Company may treat the registered holder hereof as the owner and holder hereof
for all purposes, and the Company shall not be affected by any notice to the
contrary.

                  (b) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder) shall not be registered under the Act and
under applicable state securities or blue sky laws, the Company may require, as
a condition of allowing such exercise, transfer, or exchange, that the holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion of counsel, in form, substance and scope customary to opinions typically
delivered in transactions of this nature, to the effect that such exercise,
transfer, or exchange may be made without registration under the Act and under
applicable state securities or blue sky laws.

         9. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant,


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<PAGE>


in the absence of affirmative action by the Holder to purchase Warrant Shares,
and no mere enumeration herein of the rights or privileges of the holder hereof,
shall give rise to any liability of such holder for the Exercise Price or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

         10. Issue Tax. The issuance of certificates for Warrant Shares shall be
made without charge to the holders of the Warrant for any issuance tax in
respect thereof, provided that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the Holder of the
Warrant exercised.

         11. Closing of Books. The Company will at no time close its transfer
books against the transfer of any Warrant or of any Warrant Shares in any manner
which interferes with the timely exercise of this Warrant.

         12. Descriptive Headings and Governing Law. The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant is being delivered and is
intended to be performed in the Commonwealth of Pennsylvania and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the law of such Commonwealth.

         13. Waiver of Trial by Jury. THE COMPANY AND HOLDER HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING, CLAIMS OR COUNTERCLAIMS, WHETHER IN CONTRACT
OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS
WARRANT.

                            [SIGNATURE PAGE FOLLOWS]



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                  IN WITNESS WHEREOF, IMAGEMAX, INC. has caused this Warrant to
be signed by its duly authorized officers and dated the day and year first above
written.

                                            IMAGEMAX INC.


                                            By:_________________________________


                                      -12-