<PAGE>   1
                                                                   EXHIBIT 10.41












                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.

                           At a Purchase Price of
                              $____ per Share
                 (Subject to Adjustment as Provided herein)












                  No. of Shares of Common Stock: _________
<PAGE>   2
                                TABLE OF CONTENTS

Section                                                               Page
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1.   DEFINITIONS                                                         1
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2.   EXERCISE OF WARRANT                                                 4
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2.1. MANNER OF EXERCISE.                                                 4
2.2. PAYMENT OF TAXES.                                                   5
2.3. FRACTIONAL SHARES.                                                  5


3.   TRANSFER, DIVISION AND COMBINATION                                  6
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3.1. TRANSFER.                                                           6
3.2. DIVISION AND COMBINATION.                                           6
3.3. EXPENSES.                                                           6
3.4. MAINTENANCE OF BOOKS.                                               6


4.   ADJUSTMENTS                                                         6
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4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.                     6
4.2. CERTAIN OTHER DISTRIBUTIONS.                                        7
4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.                      8
4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS.                               8
4.5. ISSUANCE OF CONVERTIBLE SECURITIES.                                 9
4.6. SUPERSEDING ADJUSTMENT.                                            10
4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.     10
4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
     DISPOSITION OF ASSETS.                                             12
4.9. OTHER ACTION AFFECTING COMMON STOCK.                               13
4.10.CERTAIN LIMITATIONS.                                               13
<PAGE>   3
5.   NOTICES TO WARRANT HOLDERS                                         13
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5.1. NOTICE OF ADJUSTMENTS.                                             13
5.2. NOTICE OF CORPORATE ACTION.                                        13


6.   RIGHTS OF HOLDERS                                                  14
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6.1 NO IMPAIRMENT.                                                      14


7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
     WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY                     15
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8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS                 15
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9.   RESTRICTIONS ON TRANSFERABILITY                                    15
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9.1. RESTRICTIVE LEGEND.                                                15
9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION.           16
9.3. TERMINATION OF RESTRICTIONS.                                       16


10.  PREEMPTIVE RIGHTS                                                  16
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11.  SUPPLYING INFORMATION                                              17
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12.  LOSS OR MUTILATION                                                 17
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13.  LIMITATION OF LIABILITY                                            18
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14.  MISCELLANEOUS                                                      18
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14.1. NONWAIVER AND EXPENSES.                                           18
14.2. NOTICE GENERALLY.                                                 18
14.3. REMEDIES.                                                         19
14.4. SUCCESSORS AND ASSIGNS.                                           19
14.5. AMENDMENT.                                                        19
14.6. SEVERABILITY.                                                     19
14.7. HEADINGS.                                                         19
14.8. GOVERNING LAW.                                                    19
<PAGE>   5
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR
SUCH LAWS


No. of Shares of Common Stock:

                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.


          THIS IS TO CERTIFY THAT _______________, or its registered assigns
(the "Holder"), is entitled, at any time prior to the Expiration Date (as
hereinafter defined), to purchase from BIO-PLEXUS, INC., a Connecticut
corporation (the "Company"), _________ (subject to adjustment as provided
herein) shares of Common Stock (as hereinafter defined), in whole or in part, at
a purchase price of $ ____ per share (subject to adjustment as provided herein),
all on the terms and conditions and pursuant to the provisions hereinafter set
forth.
<PAGE>   6
1.   DEFINITIONS

          As used in this Warrant, the following terms have the respective
meanings set forth below:

          "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the Issue Date, other than (i) Warrant Stock,
(ii) shares of Common Stock issuable upon the conversion of the Convertible
Notes to be issued under the Convertible Note Purchase Agreement and (iii)
shares of Common Stock issuable upon exercise of the $7 Warrants to be issued
pursuant to the Convertible Note Purchase Agreement.

          "Average Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified, the daily volume weighted average sale price
per share of Common Stock for such date. The closing price for each day shall be
the last quoted sale price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc., Automated Quotation System or such
other system then in use, or, if on any such date the Common Stock or such other
securities are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Common Stock selected by the Board of Directors of the Company. If the
Common Stock is listed or admitted to trading on a national securities exchange,
the closing price shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading.

          "Business Day" shall mean any day that is not a Saturday or Sunday or
a day on which banks are required or permitted to be closed in the State of New
York.

          "Capital Stock" means, in the case of the Company, any and all shares
(however designated) of the capital stock of the Company now or hereafter
outstanding.

          "Commission" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.

          "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, no par value, of the Company as constituted on the
Issue Date, and any capital stock into which such Common Stock may thereafter be
changed, and shall also include (i) capital stock of the
<PAGE>   7
Company of any other class (regardless of how denominated) issued to the holders
of shares of Common Stock upon any reclassification thereof and (ii) shares of
common stock of any successor or acquiring corporation (as defined in Section
4.8) received by or distributed to the holders of Common Stock of the Company in
the circumstances contemplated by Section 4.8.

          "Convertible Note Purchase Agreement" shall mean the convertible note
purchase agreement to be entered into by and among the Company, the purchasers
listed on Exhibit A thereto and Appaloosa Management L.P., as collateral agent.

          "Convertible Notes" shall mean the notes to be issued pursuant to the
Convertible Note Purchase Agreement.

          "Convertible Securities" shall mean evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable or
exercisable, with or without payment of additional consideration in cash or
property, for Additional Shares of Common Stock, either immediately or upon the
occurrence of a specified date or a specified event.

          "Current Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified, the average of the Average Market Price for
the twenty Business Days ending five days prior to such date.

          "Current Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date. The Current Warrant
Price as of the date of the issuance of this Warrant is $ ______.

          "Expiration Date" shall mean a date which is nine years from the
issuance of this Warrant.

          "Holder" shall mean the Person in whose name this Warrant is
registered on the books of the Company maintained for such purpose. "Holders"
shall mean, collectively, each Holder of a Warrant, in the event of any division
of this Warrant.

          "Issue Date" shall mean __________, 2000.

          "Majority Holders" shall mean the holders of Warrants exercisable for
in excess of 50% of the aggregate number of shares of Warrant Stock then
purchasable upon exercise of all Warrants.

          "Other Property" shall have the meaning set forth in Section 4.8.

          "Outstanding" shall mean, when used with reference to Common Stock, at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common
<PAGE>   8
Stock. For the purposes of Sections 4.3, 4.4, 4.5, 4.6 and 4.7, Common Stock
Outstanding shall include all shares of Common Stock issuable in respect of
options or warrants to purchase, or securities convertible into, shares of
Common Stock, the exercise or conversion price of which is less than the Current
Market Price as of any date on which the number of shares of Common Stock
Outstanding is to be determined.

          "Permitted Issuances" shall mean issuances of shares of Common Stock
and upon exercise of the warrants and options and other convertible securities,
in each case listed on Schedule 1.

          "Person" shall mean any individual, firm, corporation, partnership or
other entity, and shall include any successor by merger or otherwise of such
entity.

          "Restricted Common Stock" shall mean shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(a).

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

          "Security" or "Securities" shall mean any equity or debt security of
the Company (including, without limitation, subscriptions, options, warrants,
rights, stock-based or stock-related awards or convertible or exchangeable
securities to which the Company is a party or by which the Company may be bound
of any character relating to, or obligating the Company to issue, grant, award,
transfer or sell any issued or unissued shares of the Company's Capital Stock or
other securities of the Company).

          "Trading Day" means a Business Day or, if the Common Stock is listed
or admitted to trading in any national securities exchange, a day on which such
exchange is open for the transaction of business.

          "Transfer" shall mean any disposition of any Warrant or Warrant Stock
or of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.

          "Transfer Notice" shall have the meaning set forth in Section 9.2.

          "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Common Stock for which they
<PAGE>   9
may be exercised.

          "Warrant Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

2.   EXERCISE OF WARRANT

     2.1. MANNER OF EXERCISE. At any time or from time to time from and after
the Issue Date and until 5:00 P.M., New York time, on the Expiration Date,
Holder may exercise this Warrant, on any Business Day, for all or any part of
the number of shares of Common Stock purchasable hereunder.

          In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at its principal office at 129 Reservoir Road, Vernon, CT
06066 (i) a written notice of Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased, (ii)
payment of the aggregate Current Warrant Price for such shares and (iii) this
Warrant. Such notice shall be substantially in the form appearing at the end of
this Warrant as Exhibit A, duly executed by Holder. Thirty days after receipt of
the items specified in the second preceding sentence, the Company shall execute
or cause to be executed and deliver or cause to be delivered to Holder a
certificate or certificates representing the aggregate number of full shares of
Common Stock issuable upon such exercise, together with cash in lieu of any
fraction of a share, as hereinafter provided. The stock certificate or
certificates so delivered shall be in such denomination or denominations as
Holder shall request in the notice and shall be registered in the name of Holder
or, subject to Section 9, such other name as shall be designated in the notice.
This Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other Person
so designated shall be deemed to have become a holder of record of such shares
for all purposes, as of the date which is thirty days after the date of the
notice, together with the Current Warrant Price and this Warrant, are received
by the Company as described above. If this Warrant shall have been exercised in
part, the Company shall, at the time of delivery of the certificate or
certificates representing Warrant Stock, deliver to Holder a new Warrant
evidencing the right of Holder to purchase the unpurchased shares of Common
Stock called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant, or, at the request of Holder, appropriate
notation may be made on this Warrant and the same returned to Holder.

          Payment of the Current Warrant Price shall be made at the option of
Holder by (i) certified or official bank check, (ii) wire transfer of
immediately available funds, (iii) tendering Convertible Notes having an
<PAGE>   10
Accreted Value (as defined in the Convertible Note Purchase Agreement) equal to
the Current Warrant Price (the Company hereby agreeing to reissue any
Convertible Notes of a Holder into one or more Convertible Notes in
denominations requested by such Holder) or (iv) the surrender of this Warrant to
the Company, with a duly executed exercise notice marked to reflect "Net Issue
Exercise," and, in either case, specifying the number of shares of Common Stock
to be purchased, during normal business hours on any Business Day. Upon a Net
Issue Exercise, Holder shall be entitled to receive shares of Common Stock equal
to the value of this Warrant (or the portion thereof being exercised by Net
Issue Exercise) by surrender of this Warrant to the Company together with notice
of such election, in which event the Company shall issue to Holder a number of
shares of the Company's Common Stock computed as of the date of surrender of
this Warrant to the Company using the following formula:

          X = Y x(A-B)
              --------
                 A
     Where X = the number of shares of Common Stock to be issued to the
               Holder

     Y       = the number of shares of Warrant Stock being exercised under
               this Warrant;

     A       = the Current Market Price of one share of the Company's Common
               Stock (at the date of such calculation);

     B       = the Current Warrant Price (as adjusted to the date of such
               calculation).

     2.2. PAYMENT OF TAXES. All shares of Common Stock issuable upon the
exercise of this Warrant shall be validly issued, fully paid and nonassessable.
The Company shall pay all expenses in connection with, and all taxes (other than
income taxes or capital gain tax of the Holder) and other governmental charges
that may be imposed with respect to, the issue or delivery thereof.

     2.3. FRACTIONAL SHARES. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of the Current Market Price per
share of Common Stock on the date of exercise.

3.   TRANSFER, DIVISION AND COMBINATION

     3.1. TRANSFER. Subject to compliance with Section 9, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company referred to in Section 2.1,
together with a written assignment of this Warrant
<PAGE>   11
substantially in the form of Exhibit B hereto duly executed by Holder and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall, subject
to Section 9, execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be canceled. A
Warrant, if properly assigned in compliance with Section 9, may be exercised by
a new Holder for the purchase of shares of Common Stock without having a new
Warrant issued.

     3.2. DIVISION AND COMBINATION. Subject to Section 9, this Warrant may be
divided into multiple Warrants or combined with other Warrants upon presentation
hereof at the aforesaid office or agency of the Company, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued, signed by Holder. Subject to compliance with Section 3.1 and with
Section 9, as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

     3.3. EXPENSES. The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

     3.4. MAINTENANCE OF BOOKS. The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

4.   ADJUSTMENTS

          The number of shares of Common Stock for which this Warrant is
exercisable and/or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set forth
in this Section 4. The Company shall give each Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at the
time of such event.


     4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the
Company shall:

          (a) take a record of the holders of its Common Stock for the purpose
     of entitling them to receive a dividend payable in, or other distribution
     of, Additional Shares of Common Stock,

          (b) subdivide its outstanding shares of Common Stock into a larger
     number of shares of Common Stock, or

          (c) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,
<PAGE>   12
then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Current Warrant Price
per share shall be adjusted to equal (A) the Current Warrant Price multiplied by
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares for
which this Warrant is exercisable immediately after such adjustment.

     4.2. CERTAIN OTHER DISTRIBUTIONS. If at any time the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

          (a) cash,

          (b) any evidences of its indebtedness, any shares of stock or any
     other securities or property of any nature whatsoever (other than cash,
     Convertible Securities or Additional Shares of Common Stock), or

          (c) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of its stock or any other
     securities or property of any nature whatsoever (other than cash,
     Convertible Securities or Additional Shares of Common Stock),

then (i) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment and a fraction (A) the numerator of which shall be the Current Market
Price per share of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Current Market Price per share of Common
Stock minus the amount allocable to one share of Common Stock of any such cash
so distributable and of the fair value (as determined in good faith by the Board
of Directors of the Company) of any and all such evidences of indebtedness,
shares of stock, other securities or property or warrants or other subscription
or purchase rights so distributable, and (ii) the Current Warrant Price shall be
adjusted to equal (A) the Current Warrant Price multiplied by the number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the Common
Stock (other than a change in par value, or from par value to no par
<PAGE>   13
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Company to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section 4.2 and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4.1.

     4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. (a) If at any time the
Company shall (except as hereinafter provided) issue or sell any Additional
Shares of Common Stock, other than Permitted Issuances, in exchange for
consideration in an amount per Additional Share of Common Stock less than the
Current Warrant Price at the time the Additional Shares of Common Stock are
issued, then (i) the Current Warrant Price as to the number of shares for which
this Warrant is exercisable prior to such adjustment shall be reduced to a price
determined by multiplying (A) the Current Warrant Price by (B) a fraction, the
numerator of which shall be the sum of (x) the number of shares of Common Stock
Outstanding immediately prior to such issue or sale multiplied by the then
applicable Current Warrant Price (the "Adjustment Price") and (y) the aggregate
consideration receivable by the Company for the total number of shares of Common
Stock so issued, and the denominator of which shall be the sum of (a) the total
number of shares of Common Stock Outstanding on such date and (b) the number of
Additional Shares issued, multiplied by the Adjustment Price; and (ii) the
number of shares of Common Stock for which this Warrant is exercisable shall be
adjusted to equal the product obtained by multiplying the Current Warrant Price
in effect immediately prior to such issue or sale by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
issue or sale and dividing the product thereof by the Current Warrant Price
resulting from the adjustment made pursuant to clause (i) above. For purposes of
this Section 4.3 and for the purposes of making adjustments of the number of
shares of Common Stock for which this Warrant is exercisable and the Current
Warrant Price as provided in this Section 4, the aggregate consideration
receivable by the Company in connection with the issuance of shares of Common
Stock or of rights, warrants or other securities convertible into shares of
Common Stock shall be deemed to be equal to the sum of the aggregate offering
price (before deduction of underwriting discounts or commissions and expenses
payable to third parties) of all such Common Stock, rights, warrants and
convertible securities plus the aggregate amount (as determined on the date of
issuance), if any, payable upon exercise or conversion of any such rights,
warrants and convertible securities into shares of Common Stock. If, subsequent
to the date of issuance of such rights, warrants or Convertible Securities, the
exercise or conversion price thereof is reduced, such aggregate amount shall be
recalculated and the Current Warrant Price and number of shares of Common Stock
for which the Warrant is exercisable adjusted retroactively to give effect to
such reduction. If Common Stock is sold as a unit with other securities, the
aggregate consideration received for such Common Stock shall be deemed
<PAGE>   14
to be net of the Fair Market Value of such other securities.

     4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Company is the surviving corporation)
issue or sell, any warrants or other rights to subscribe for or purchase any
Additional Shares of Common Stock or any Convertible Securities (other than
Permitted Issuances), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon the exercise of such warrants or other rights or upon
conversion or exchange of such Convertible Securities shall be less than the
Current Warrant Price in effect immediately prior to the time of such issue or
sale, then the number of shares for which this Warrant is exercisable and the
Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis
that the maximum number of Additional Shares of Common Stock issuable pursuant
to all such warrants or other rights or necessary to effect the conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
and outstanding and the Company shall have received all of the consideration
payable therefor, if any, as of the date of the actual issuance of the number
such warrants or other rights. No further adjustments of the Current Warrant
Price shall be made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such conversion or exchange of such
Convertible Securities. Notwithstanding the foregoing, no adjustment shall be
required under this Section 4.4 solely by reason of the issuance or distribution
of stock purchase rights pursuant to a shareholder rights plan or any other
rights plan of the Company, provided that the adjustments required by this
Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur
under such stockholder rights plan.

     4.5. ISSUANCE OF CONVERTIBLE SECURITIES. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Company is the surviving corporation)
issue or sell, any Convertible Securities (other than Permitted Issuances),
whether or not the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Stock is issuable upon
such conversion or exchange shall be less than the Current Warrant Price in
effect immediately prior to the time of such issue or sale, then the number of
shares for which this Warrant is exercisable and the Current Warrant Price shall
be adjusted as provided in Section 4.3 on the basis that the maximum number of
Additional shares of
<PAGE>   15
Common Stock necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding and
the Company shall have received all of the consideration payable therefor, if
any, as of the date of actual issuance of such Convertible Securities. No
adjustment of the number of shares for which this Warrant is exercisable and the
Current Warrant Price shall be made under this Section 4.5 upon the issuance of
any Convertible Securities which are issued pursuant to the exercise of any
warrants or other subscription or purchase rights therefor, if any such
adjustment shall previously have been made upon the issuance of such warrants or
other rights pursuant to Section 4.4. No further adjustments of the number of
shares for which this Warrant is exercisable and the Current Warrant Price shall
be made upon the actual issue of such Common Stock upon conversion or exchange
of such Convertible Securities and, if any issue or sale of such Convertible
Securities is made upon exercise of any warrant or other right to subscribe for
or to purchase any such Convertible Securities for which adjustments of the
number of shares for which this Warrant is exercisable and the Current Warrant
Price have been or are to be made pursuant to other provisions of this Section
4, no further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made by reason of such issue
or sale.

     4.6. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of the
number of shares for which this Warrant is exercisable and the Current Warrant
Price shall have been made pursuant to Section 4.4 or Section 4.5 as the result
of any issuance of warrants, rights or Convertible Securities, such warrants or
rights, or the right of conversion or exchange in such other Convertible
Securities, shall expire, and all of such warrants or rights, or the right of
conversion or exchange with respect to all or a portion of such other
Convertible Securities, as the case may be, shall not have been exercised and no
outstanding Warrant shall have been exercised (in whole or in part), then for
each outstanding Warrant such previous adjustment shall be rescinded and
annulled and the Additional Shares of Common Stock which were deemed to have
been issued by virtue of the computation made in connection with the adjustment
so rescinded and annulled shall no longer be deemed to have been issued by
virtue of such computation.

     4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Current Warrant Price provided for in this Section 4:

          (a) Computation of Consideration. To the extent that any Additional
Shares of Common Stock or any Convertible Securities or any
<PAGE>   16
warrants or other rights to subscribe for or purchase any Additional Shares of
Common Stock or any Convertible Securities shall be issued for cash
consideration, the consideration received by the Company therefor shall be the
amount of the cash received by the Company therefor, or, if such Additional
Shares of Common Stock or Convertible Securities are offered by the Company for
subscription, the subscription price, or, if such Additional Shares of Common
Stock or Convertible Securities are sold to underwriters or dealers for public
offering without a subscription offering, the public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends). To the extent that such issuance shall be for a consideration other
than cash, then, except as herein otherwise expressly provided, the amount of
such consideration shall be deemed to be the fair value of such consideration at
the time of such issuance as determined in good faith by the Board of Directors
of the Company. In case any Additional Shares of Common Stock or any Convertible
Securities or any warrants or other rights to subscribe for or purchase such
Additional Shares of Common Stock or Convertible Securities shall be issued in
connection with any merger in which the Company issues any securities, the
amount of consideration therefor shall be deemed to be the fair value, as
determined in good faith by the Board of Directors of the Company, of such
portion of the assets and business of the nonsurviving corporation as such Board
in good faith shall determine to be attributable to such Additional Shares of
Common Stock, Convertible Securities, warrants or other rights, as the case may
be. The consideration for any Additional Shares of Common Stock issuable
pursuant to any warrants or other rights to subscribe for or purchase the same
shall be the consideration received by the Company for issuing such warrants or
other rights plus the additional consideration payable to the Company upon
exercise of such warrants or other rights. The consideration for any Additional
Shares of Common Stock issuable pursuant to the terms of any Convertible
Securities shall be the consideration received by the Company for issuing
warrants or other rights to subscribe for or purchase such Convertible
Securities, plus the consideration paid or payable to the Company in respect of
the subscription for or purchase of such Convertible Securities, plus the
additional consideration, if any, payable to the Company upon the exercise of
the right of conversion or exchange in such Convertible Securities. In case of
the issuance at any time of any Additional Shares of Common Stock or Convertible
Securities in payment or satisfaction of any dividends upon any class of stock
other than Common Stock, the Company shall be deemed to have received for such
Additional Shares of Common Stock or Convertible Securities a consideration
equal to the amount of such dividend so paid or satisfied.

          (b) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the
<PAGE>   17
number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a
subdivision or combination of shares of the Common Stock, as provided for in
Section 4.1) up to, but not beyond the date of exercise if such adjustment
either by itself or with other adjustments not previously made results in an
increase or decrease of less than 1% of the shares of Common Stock for which
this Warrant is exercisable immediately prior to the making of such adjustment.
Any adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.

          (c) Fractional Interests. In computing adjustments under this Section
4, fractional interests in Common Stock shall be taken into account to the
nearest 1/100th of a share.

          (d) When Adjustment Not Required. If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

          (e) Escrow of Warrant Stock. If Holder exercises this Warrant after
any property becomes distributable pursuant to this Section 4 by reason of the
taking of any record of the holders of Common Stock, but prior to the occurrence
of the event for which such record is taken, any additional shares of Common
Stock issuable upon exercise by reason of such adjustment shall be deemed the
last shares of Common Stock for which this Warrant is exercised (notwithstanding
any other provision to the contrary herein) and such shares or other property
shall be held in escrow for Holder by the Company to be issued to Holder when
and to the extent that the event actually takes place, upon payment of the then
Current Warrant Price. Notwithstanding any other provision to the contrary
herein, if the event for which such record was taken fails to occur or is
rescinded, then such escrowed shares shall be canceled by the Company and
escrowed property returned.

          (f) Challenge to Good Faith Determination. Whenever the Board of
Directors of the Company shall be required to make a determination in good faith
of the fair value of any item under this Section 4, such
<PAGE>   18
determination may be challenged in good faith by the Majority Holders, and any
dispute shall be resolved by an investment banking firm of recognized national
standing selected by the Majority Holders and acceptable to the Company.

     4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION
OF ASSETS. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant and payment of the Current Warrant Price, the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. In case of
any such reorganization, reclassification, merger, consolidation or disposition
of assets, the successor or acquiring corporation (if other than the Company)
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of the Common Stock for which this Warrant is exercisable which shall be as
nearly equivalent as practicable to the adjustments provided for in this Section
4. For purposes of this Section 4.8, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified
<PAGE>   19
date or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 4.8 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     4.9. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or from time
to time the Company shall take any action in respect of its Common Stock, other
than any action described in this Section 4, then, unless such action will not
have a materially adverse effect upon the rights of the Holders, the number of
shares of Common Stock or other stock for which this Warrant is exercisable
and/or the purchase price thereof shall be adjusted in such manner as may be
equitable in the circumstances.

     4.10. CERTAIN LIMITATIONS. Notwithstanding anything herein to the contrary,
the Company agrees not to enter into any transaction which, by reason of any
adjustment hereunder, would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

5.   NOTICES TO WARRANT HOLDERS

     5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common Stock may be purchased upon exercise of the Warrants, shall be
adjusted pursuant to Section 4, the Company shall forthwith prepare a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated (including a description of the basis on
which the Board of Directors of the Company determined the fair value of any
evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights referred to in Section 4.2 or
4.7(a)), specifying the number of shares of Common Stock for which this Warrant
is exercisable and (if such adjustment was made pursuant to Section 4.8 or 4.9)
describing the number and kind of any other shares of stock or Other Property
for which this Warrant is exercisable, and any change in the purchase price or
prices thereof, after giving effect to such adjustment or change. The Company
shall promptly cause a signed copy of such certificate to be delivered to each
Holder in accordance with Section 14.2. The Company shall keep at its principal
office copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by any Holder or any
prospective purchaser of a Warrant designated by a Holder thereof.

     5.2. NOTICE OF CORPORATE ACTION. If at any time

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend
<PAGE>   20
     (other than a cash dividend payable out of earnings or earned surplus
     legally available for the payment of dividends under the laws of the
     jurisdiction of incorporation of the Company) or other distribution, or any
     right to subscribe for or purchase any evidences of its indebtedness, any
     shares of stock of any class or any other securities or property, or to
     receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation, or

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

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 13.2.

6.   RIGHTS OF HOLDERS

     6.1 NO IMPAIRMENT. The Company shall not by any action, including, without
limitation, amending its Certificate of Incorporation, by-laws or comparable
governing instruments or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking
<PAGE>   21
of all such actions as may be necessary or appropriate to protect the rights of
Holder against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon the exercise of this Warrant, and (c) use its best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

          Upon the request of Holder, the Company will at any time during the
period this Warrant is outstanding acknowledge in writing, in form reasonably
satisfactory to Holder, the continuing validity of this Warrant and the
obligations of the Company hereunder.

7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
     APPROVAL OF ANY GOVERNMENTAL AUTHORITY

          From and after the Issue Date, the Company shall at all times reserve
and keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable.

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

          In the case of all dividends or other distributions by the Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, the Company will in each such
case take such a record and will take such record as of the close of business on
a Business Day. The Company will not at any time, except upon dissolution,
liquidation or winding up of the Company, close its stock transfer books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.   RESTRICTIONS ON TRANSFERABILITY

          The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,
<PAGE>   22
agrees to be bound by the provisions of this Section 9.

     9.1. RESTRICTIVE LEGEND. Except as otherwise provided in this Section 9,
each Warrant and each certificate for Warrant Stock initially issued upon the
exercise of a Warrant, and each certificate for Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with a legend in substantially the following form:

          "[THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY] [THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
          STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
          STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION
          REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

     9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to any
Transfer or attempted Transfer of any Warrants or any shares of Restricted
Common Stock, the holder of such Warrants or Restricted Common Stock shall give
ten days' prior written notice (a "Transfer Notice") to the Company of such
holder's intention to effect such Transfer, describing the manner and
circumstances of the proposed Transfer, and obtain from counsel to such holder
who shall be reasonably satisfactory to the Company, an opinion that the
proposed Transfer of such Warrants or such Restricted Common Stock may be
effected without registration under the Securities Act. After receipt of the
Transfer Notice and opinion, the Company shall, within five days thereof, notify
the holder of such Warrants or such Restricted Common Stock as to whether such
opinion is reasonably satisfactory and, if so, such holder shall thereupon be
entitled to Transfer such Warrants or such Restricted Common Stock, in
accordance with the terms of the Transfer Notice. Each certificate, if any,
evidencing such shares of Restricted Common Stock issued upon such Transfer and
each Warrant issued upon such Transfer shall bear the restrictive legend set
forth in Section 9.1, unless in the opinion of such counsel such legend is not
required in order to ensure compliance with the Securities Act. The holder of
the Warrants or the Restricted Common Stock, as the case may be, giving the
Transfer Notice shall not be entitled to Transfer such Warrants or such
Restricted Common Stock until receipt of notice from the Company under this
Section 9.2 that such opinion is reasonably satisfactory.

     9.3. TERMINATION OF RESTRICTIONS. Notwithstanding the foregoing provisions
of this Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock and the legend requirements of Section 9.1 shall terminate
<PAGE>   23
as to any particular Warrant or share of Warrant Stock or Restricted Common
Stock (i) when and so long as such security shall have been effectively
registered under the Securities Act and disposed of pursuant thereto or (ii)
when the Company shall have received an opinion of counsel reasonably
satisfactory to it that such shares may be transferred without registration
thereof under the Securities Act.

10.  PREEMPTIVE RIGHTS

          (a) The Company shall not issue, sell or exchange, or agree to issue,
sell or exchange (collectively, "Issue," and any issuance, sale or exchange
resulting therefrom, an "Issuance") any Securities unless the Company shall have
first given written notice (the "Section 10 Notice") to each holder of Warrants
or Warrant Stock (for purposes of this Section, each a "Section 10 Offeree")
that shall (i) state the Company's intention to Issue Securities, the amount to
be issued, sold or exchanged, the terms of such Securities, the purchase price
therefor and a summary of the other material terms of the proposed issuance,
sale or exchange and (ii) offer (a "Section 10 Offer") to Issue to each Section
10 Offeree and their affiliates such Section 10 Offeree's Proportionate
Percentage (as defined below) of such Securities (with respect to each Section
10 Offeree, the "Offered Securities") upon the terms and subject to the
conditions set forth in the Section 10 Notice, which Section 10 Offer by its
terms shall remain open and irrevocable for a period of 15-days from the date it
is delivered by the Company to such holder, as the case may be (and, to the
extent the Section 10 Offer is accepted during such 15-day period, until the
closing of the Issuance contemplated by the Section 10 Offer). "Proportionate
Percentage" for the purposes of this Section shall mean the quotient obtained by
dividing: (A) the Warrant Stock held by such Section 10 Offeree (assuming for
purposes of this Section 10 that all issued and outstanding Warrants have been
exercised) on the date of the Section 10 Offer, by (B) the Warrant Stock issued
and outstanding on the date of the Section 10 Offer.

          (b) Notice of a Section 10 Offeree's intention to accept a Section 10
Offer, in whole or in part, shall be evidenced by a writing signed by such party
and delivered to the Company prior to the end of the 15-day period of such
Section 10 Offer (each, a "Notice of Acceptance"), setting forth the portion of
the Offered Securities that the Section 10 Offeree elects to purchase, which
election shall be binding.

          (c) In the event that a Notice of Acceptance is not given by a Section
10 Offeree in respect of all the Offered Securities, the Company shall have 60
days following the 15-day period referred to in clause (b) above to Issue all or
any part of such remaining Offered Securities not covered by the Notice of
Acceptance to any other Person(s), but only at a price not less than the price,
and on terms no more favorable to the person than the terms, stated in the
Section 10 Offer Notice. If the Company
<PAGE>   24
does not consummate the Issuance of all or part of the remaining Offered
Securities to such other Person(s) within such period, the right provided
hereunder shall be deemed to be revived and such securities shall not be offered
unless first re-offered to each Section 10 Offeree in accordance with this
Section 10. Upon the closing of the Issuance to such other Person(s) (the "Other
Buyers") of all or part of the remaining Offered Securities, each Section 10
Offeree shall purchase from the Company, and the Company shall Issue to each
such Section 10 Offeree, the Offered Securities covered by the Notice of
Acceptance delivered to the Company by the Section 10 Offeree, on the terms
specified in the Section 10 Offer. The purchase by a Section 10 Offeree of any
Offered Securities is subject in all cases to the execution and delivery by the
Company and the Section 10 Offeree of a purchase agreement relating to such
Offered Securities in form and substance similar in all material respects to the
extent applicable to that executed and delivered between the Company and the
Other Buyers.

11.  SUPPLYING INFORMATION

          The Company shall cooperate with each Holder of a Warrant and each
holder of Restricted Common Stock in supplying such information as may be
reasonably necessary for such holder to complete and file any reports or forms
presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of any Warrant
or Restricted Common Stock.

12.  LOSS OR MUTILATION

          Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that, in the case of the initial holder, the written agreement of
Appaloosa Management L.P. shall be sufficient indemnity), and in case of
mutilation upon surrender and cancellation hereof, the Company will execute and
deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, in
the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for cancellation.

13.  LIMITATION OF LIABILITY

          No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such Holder for
the purchase price of any Common Stock or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

14.  MISCELLANEOUS

     14.1. NONWAIVER AND EXPENSES. No course of dealing or any delay or
<PAGE>   25
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies.
If the Company fails to make, when due, any payments provided for hereunder, or
fails to comply with any other provision of this Warrant, the Company shall pay
to Holder such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

     14.2. NOTICE GENERALLY. Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either delivered in person with receipt acknowledged or sent by registered
or certified mail, return receipt requested, postage prepaid, or by telecopy and
confirmed by telecopy answerback, addressed as follows:

          (a) If to any Holder or holder of Warrant Stock, at its last known
     address appearing on the books of the Company maintained for such purpose.

          (b) If to the Company at

              Bio-Plexus, Inc.
              129 Reservoir Road
              Vernon, CT 06066
              Attention:  Mr. Carl Sahi
              Fax:  (860) 870-6118

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three Business Days after the same shall have been deposited in
the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

     14.3. REMEDIES. Each holder of Warrant and Warrant Stock, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under of this
Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it
<PAGE>   26
of the provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

     14.4. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections 3.1 and
9, this Warrant and the rights evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant and, with respect to Section 9
hereof, holders of Warrant Stock, and shall be enforceable by any such Holder or
holder of Warrant Stock.

     14.5. AMENDMENT. This Warrant and all other Warrants may be modified or
amended or the provisions hereof waived with the written consent of the Company
and the Majority Holders, provided that no such Warrant may be modified or
amended to reduce the number of shares of Common Stock for which such Warrant is
exercisable or to increase the price at which such shares may be purchased upon
exercise of such Warrant (before giving effect to any adjustment as provided
therein) without the prior written consent of the Holder thereof, provided
however, that the foregoing shall not limit the operation of Section 4.6.

     14.6. SEVERABILITY. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

     14.7. HEADINGS. The headings used in this Warrant are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Warrant.

     14.8. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, IN EACH
CASE LOCATED IN THE COUNTY OF NEW YORK, FOR ANY ACTION, PROCEEDING OR
INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY ("LITIGATION")
ARISING OUT OF OR RELATING TO THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED
HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN
SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY U.S. REGISTERED MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS
WARRANT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT AGAINST
IT IN ANY SUCH COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY

<PAGE>   27
OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS WARRANT
OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE OF NEW YORK
OR THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK,
AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING
OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>   28
          IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by an officer thereunto duly authorized.



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

                                         BIO-PLEXUS, INC.


                                         By:
                                            ----------------------------
                                            Name:
                                            Title:
<PAGE>   29
                                 EXHIBIT A

                             SUBSCRIPTION FORM

               [To be executed only upon exercise of Warrant]

                    Net Issue Exercise _____No ______Yes


          The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of _____ shares of Common Stock of Bio-Plexus,
Inc. and herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant and requests that certificates for the
shares of Common Stock hereby purchased (and any securities or other property
issuable upon such exercise) be issued in the name of and delivered to
_____________ whose address is ________________ and, if such shares of Common
Stock shall not include all of the shares of Common Stock issuable as provided
in this Warrant, that a new Warrant of like tenor and date for the balance of
the shares of Common Stock issuable hereunder be delivered to the undersigned.

                                        -----------------------------------
                                        (Name of Registered Owner)


                                        -----------------------------------
                                        (Signature of Registered Owner)


                                        -----------------------------------
                                        (Street Address)


                                        -----------------------------------
                                        (City)   (State)         (Zip Code)



NOTICE:   The signature on this subscription must correspond with the name
          as written upon the face of the within Warrant in every
          particular, without alteration or enlargement or any change
          whatsoever.
<PAGE>   30
                                 EXHIBIT B

                              ASSIGNMENT FORM


          FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:

Name and Address of Assignee               No. of Shares of Common Stock
----------------------------               -----------------------------





and does hereby irrevocably constitute and appoint
attorney-in-fact to register such transfer on the books of BIO-PLEXUS, INC.
maintained for the purpose, with full power of substitution in the premises.


Dated:                               Print Name:
      ------------------                        ----------------------------
                                     Signature:
                                               -----------------------------
                                     Witness:
                                             -------------------------------

NOTICE:   The signature on this assignment must correspond with the name as
          written upon the face of the within Warrant in every particular,
          without alteration or enlargement or any change whatsoever.
<PAGE>   31
          IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.



                                        BIO-PLEXUS, INC.


                                        By: /s/ Carl R. Sahi
                                           --------------------------------
                                           Name:  Carl R. Sahi
                                           Title: President and Chief
                                                  Executive Officer


                                        APPALOOSA INVESTMENT LIMITED
                                          PARTNERSHIP I

                                        By:  Appaloosa Management L.P., its
                                               General Partner
                                        By:  Appaloosa Partners Inc., its
                                               General Partner


                                        By: /s/ James E. Bolin
                                           --------------------------------
                                           Name:   James E. Bolin
                                           Title:  Vice President