<PAGE>   1
                                                                     EXHIBIT 4.5



               OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
                HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
                 APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS

 ===============================================================================



                           KING PHARMACEUTICALS, INC.

                                       and

                          -----------------------------
                                As Warrant Agent

                                   ----------

                             Debt Warrant Agreement

                          Dated as of
                                      -----------------



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



 ===============================================================================



<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
<S>                                                                                <C>
Parties.........................................................................
Recitals........................................................................

                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES

Section 1.01.     Issuance of Warrant Certificates..............................     1
Section 1.02.     Form of Warrant Certificates..................................     1
Section 1.03.     Execution and Authentication of Warrant Certificates..........     1
Section 1.04.     Temporary Warrant Certificates................................     2
Section 1.05.     Payment of Taxes..............................................     2
Section 1.06.     Definition of Holder..........................................     2

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.01.     Warrant Price.................................................     3
Section 2.02.     Duration of Warrants..........................................     3
Section 2.03.     Exercise of Warrants..........................................     4

                                   ARTICLE III

                      REGISTRATION, EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

Section 3.01.     Registration, Exchange and Transfer of Warrant
                  Certificates..................................................     4
Section 3.02.     Mutilated, Destroyed, Lost or Stolen Warrant Certificates.....     5
Section 3.03.     Persons Deemed Owners.........................................     5
Section 3.04.     Cancellation of Warrant Certificates..........................     5

                                   ARTICLE IV

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

Section 4.01.     No Rights as Holders of Warrant Debt Securities Conferred
                  by Warrants or Warrant Certificates...........................     6
Section 4.02.     Holder of Warrant Certificate May Enforce Rights..............     6
</TABLE>


<PAGE>   3

<TABLE>
<S>                                                                                <C>
                                    ARTICLE V

                          CONCERNING THE WARRANT AGENT

Section 5.01.     Warrant Agent.................................................    6
Section 5.02.     Conditions of Warrant Agent's Obligations.....................    6
Section 5.03.     Resignation, Removal and Appointment of Successor.............    8
Section 5.04.     Compliance With Applicable Laws...............................    8

                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.01.     Consolidations and Mergers of the Company and Sales,
                  Leases and Conveyances Permitted Subject to Certain
                  Conditions....................................................    9
Section 6.02.     Rights and Duties of Successor Corporation....................    9
Section 6.03.     Amendment.....................................................    9
Section 6.04.     Notice and Demands to the Company and Warrant Agent...........    9
Section 6.05.     Notices to Holders of Warrant Certificates....................    9
Section 6.06.     Addresses.....................................................   10
Section 6.07.     Governing Law.................................................   10
Section 6.08.     Delivery of Prospectus........................................   10
Section 6.09.     Obtaining of Governmental Approvals...........................   10
Section 6.10.     Persons Having Rights Under Warrant Agreement.................   10
Section 6.11.     Headings......................................................   10
Section 6.12.     Counterparts..................................................   10
Section 6.13.     Inspection of Agreement.......................................   10
</TABLE>


<PAGE>   4

                  THIS DEBT WARRANT AGREEMENT, dated as of ________, 20__,
between King Pharmaceuticals, Inc., a corporation duly organized and existing
under the laws of the State of Tennessee (the "Company"), and
____________________, a [corporation] [state] [banking association] [national
banking association] organized and existing under the laws of ___________ as
Warrant Agent (herein called the "Warrant Agent").

                  WHEREAS, the Company has entered into an Indenture, dated as
of ___________, 200__ (the "Indenture"), with __________________ as trustee
(such trustee, and any successors to such trustee, herein called the "Trustee"),
providing for the issuance from time to time of its unsecured and unsubordinated
notes or other evidences of senior indebtedness, to be issued in one or more
series as provided in the Indenture;

                  WHEREAS, the Company proposes to sell [If Offered Debt
Securities and Warrants -- [title of Debt Securities being offered] (the
"Offered Debt Securities") with] warrant certificates (such warrant certificates
and other warrant certificates issued pursuant to this Agreement herein called
the "Warrant Certificates") evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant Debt
Securities"); and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things, the
form and provisions of the Warrant Certificates and the terms and conditions on
which they may be issued, exchanged, exercised and replaced;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES

                  Section 1.01. Issuance of Warrant Certificates. [If Warrants
alone -- Upon issuance, each Warrant Certificate shall evidence one or more
Warrants.] [If Offered Debt Securities and Warrants -- Warrant Certificates
shall be [initially] issued in units with the Offered Debt Securities and shall
[not] be separately transferable [before __________, 20__ (the "Detachable
Date")]. Each such unit shall consist of a Warrant Certificate or Certificates
evidencing an aggregate of ____ Warrants for each $__________ principal amount
of Offered Debt Securities. Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase
Warrant Debt Securities in the aggregate principal amount of $__________.

                  Section 1.02. Form of Warrant Certificates. The Warrant
Certificates (including the Form[s] of Exercise [and Assignment] to be set forth
on the reverse thereof) shall be in substantially the form set forth in Exhibit
A hereto, shall be printed, lithographed or engraved on steel engraved borders
(or in any other manner determined by the officers executing such Warrant
Certificates) and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, as evidenced by
their execution of the Warrant Certificates.

                  Section 1.03. Execution and Authentication of Warrant
Certificates. The Warrant Certificates shall be executed on behalf of the
Company by its Chairman, its President or one of its Vice Presidents (any
reference to a Vice President of the Company herein shall be deemed to include
any Vice President of the Company whether or not designated by a number or a
word or words added before or after the title "Vice President") under its
corporate seal reproduced thereon attested to by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Warrant
Certificates may be manual or facsimile.




                                       1
<PAGE>   5

                  Warrant Certificates evidencing the right to purchase an
aggregate principal amount not exceeding $ __________ of Warrant Debt Securities
(except as provided in Sections 1.04, 2.03(c), 3.01 and 3.02) may be executed by
the Company and delivered to the Warrant Agent upon the execution of this
Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
authenticate Warrant Certificates evidencing Warrants representing the right to
purchase up to $___________ aggregate principal amount of Warrant Debt
Securities and shall deliver such Warrant Certificates to or upon the order of
the Company. Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall authenticate a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
authenticated Warrant Certificates or in connection with their transfer, as
hereinafter provided.

                  Each Warrant Certificate shall be dated the date of its
authentication by the Warrant Agent.

                  No Warrant Certificate shall be entitled to any benefit under
this Agreement or be valid or obligatory for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.

                  Warrant Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Warrant Certificates or did not hold such offices at the date of such
Warrant Certificates.

                  Section 1.04. Temporary Warrant Certificates. Pending the
preparation of definitive Warrant Certificates, the Company may execute, and
upon the order of the Company the Warrant Agent shall authenticate and deliver,
temporary Warrant Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced substantially of the tenor of the definitive
Warrant Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

                  If temporary Warrant Certificates are issued, the Company will
cause definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or ___________], without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Warrant Certificates the Company
shall execute and the Warrant Agent shall authenticate and deliver in exchange
therefor definitive Warrant Certificates representing the same aggregate number
of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all
respects be entitled to the same benefits under this Agreement as definitive
Warrant Certificates.

                  Section 1.05. Payment of Taxes. The Company will pay all stamp
taxes and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject; provided, however,
that the Company shall not be required to pay any tax or other governmental
charge which may be payable in respect of any transfer involving any beneficial
or of record interest in or ownership interest of any Warrant.

                  Section 1.06. Definition of Holder. The term "Holder" as used
herein shall mean [If Offered Debt Securities and Warrants which are not
immediately detachable --, prior to the Detachable Date, the registered owner of
the Offered Debt Security to which such Warrant Certificate was initially
attached, and, after such Detachable Date,] the person in whose name at the time
such Warrant Certificate


                                       2
<PAGE>   6

shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 3.01]. [If Offered Debt Securities and Warrants
which are not immediately detachable -- prior to the Detachable Date, the
Company will, or will cause the registrar of the Offered Debt Securities to,
make available to the Warrant Agent current information as to Holders of the
Offered Debt Securities.]

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

                  Section 2.01. Warrant Price.(1) During the period from
___________, 20__ through and including ___________, 20__, each Warrant shall
entitle the Holder thereof, subject to the provisions of this Agreement, to
purchase from the Company the principal amount of Warrant Debt Securities stated
in the Warrant Certificate at the exercise price of ___% of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from _____________, 20__].

                  [In each case, the original issue discount ($_______ for each
$1,000 principal amount of Warrant Debt Securities) will be amortized at a __%
annual rate, computed on a[n] [semi-] annual basis [using a 360-day year
consisting of twelve 30-day months].] Such exercise price of each Warrant is
referred to in this Agreement as the "Exercise Price."

                  Section 2.02. Duration of Warrants. Any Warrant evidenced by a
Warrant Certificate may be exercised at any time, as specified herein, on or
after [the date thereof]] ___________, 20__] and at or before the close of
business on ___________, 20__ or such later date as the Company may designate in
writing to the Warrant Agent, with notice to the Holders (the "Expiration
Date"). Each Warrant not exercised at or before the close of business on the
Expiration Date shall become void, and all rights of the Holder of the Warrant
Certificate evidencing such Warrant under this Agreement or otherwise shall
cease.

--------
(1)      Complete and modify the provisions of this Section as appropriate to
         reflect the exact terms of the Warrants and the Warrant Debt
         Securities.





                                       3
<PAGE>   7



                  Section 2.03. Exercise of Warrants. (a) During the period
specified in Section 2.02, any whole number of Warrants may be exercised by
surrendering the Warrant Certificate evidencing such Warrants at the place or at
the places set forth in the Warrant Certificate, with the purchase form set
forth in the Warrant Certificate duly executed, accompanied [by payment in full,
in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds]] [by surrender of the
[specified aggregate amount of [identified securities]] [by bank wire transfer
in immediately available funds], of the Exercise Price for each Warrant
exercised. The date on which payment in full of the Exercise Price for a Warrant
and the duly executed and completed Warrant Certificate are received by the
Warrant Agent shall be deemed to be the date on which such Warrant is exercised.
The Warrant Agent shall deposit all funds received by it as payment for the
exercise of Warrants to the account of the Company maintained with it for such
purpose and shall advise the Company by telephone at the end of each day on
which such a payment is received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephonic advice to the Company in
writing.

                  (b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms and
conditions of this Agreement and the Warrant Certificates, advise the Company
and the Trustee of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Debt Securities to which such Holder is
entitled upon such exercise, and instructions of such Holder as to delivery of
Warrant Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise, and (iii) such other information as the Company or the
Trustee shall reasonably require.

                  (c) As soon as practicable after the exercise of any Warrants,
the Company shall issue, pursuant to the Indenture, in authorized denominations,
to or upon the order the Holder of the Warrant Certificate evidencing such
Warrants, the Warrant Debt Security or Warrant Debt Securities to which such
Holder is entitled in fully registered form, registered in such name or names as
may be directed by such Holder; and, if fewer than all of the Warrants evidenced
by such Warrant Certificate were exercised, the Company shall execute and an
authorized officer of the Warrant Agent shall manually authenticate and deliver
a new Warrant Certificate evidencing the number of Warrants remaining
unexercised.

                  (d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Debt Securities until such tax or other charge
shall have been paid or it has been established to the Company's satisfaction
that no such tax or other charge is due.

                                   ARTICLE III

                      REGISTRATION, EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

                  Section 3.01. Registration, Exchange and Transfer of Warrant
Certificates. The Warrant Agent shall keep, at its corporate trust office [and
at _________], books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates and transfers of outstanding
Warrant Certificates.

                  [If Offered Debt Securities and Warrants which are not
immediately detachable -- Prior to the Detachable Date, a Warrant Certificate
may be exchanged or transferred only together with the Offered Debt Security to
which such Warrant Certificate was initially attached, and only for the purpose
of effecting, or in conjunction with, an exchange or transfer of such Offered
Debt Security. Additionally, on or prior to the Detachable Date, each transfer
or exchange of an Offered Debt Security on the register of the Offered Debt
Securities shall operate also to transfer or exchange the Warrant Certificate or
Certificates to which such Offered Debt Security was initially attached. After
the Detachable Date, upon] [If Offered Debt Securities and Warrants which are
immediately detachable or if Warrants


                                       4
<PAGE>   8

alone -- Upon] surrender at the corporate trust office of the Warrant Agent [or
________________] of Warrant Certificates properly endorsed [or accompanied by
appropriate instruments of transfer] and accompanied by written instructions for
[transfer or] exchange, all in form reasonably satisfactory to the Company and
the Warrant Agent, such Warrant Certificates may be exchanged for other Warrant
Certificates or may be transferred in whole or in part; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant
Certificates shall evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange
[or transfer] of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Company
shall execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall not
be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificate surrendered for such exchange [or transfer].

                  Section 3.02. Mutilated, Destroyed, Lost or Stolen Warrant
Certificates. If any mutilated Warrant Certificate is surrendered to the Warrant
Agent, the Company shall execute and an officer of the Warrant Agent shall
manually authenticate and deliver in exchange therefor a new Warrant Certificate
of like tenor and principal amount and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their reasonable satisfaction of the destruction, loss or theft
of any Warrant Certificate and of the ownership thereof and (ii) such security
or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and principal amount and bearing a number not contemporaneously
outstanding. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in lieu
of any destroyed, lost or stolen Warrant Certificate shall evidence an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Warrant Certificate shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

                  Section 3.03. Persons Deemed Owners. [If Offered Debt
Securities and Warrants which are not immediately detachable -- Prior to the
Detachable Date, the Company, the Warrant Agent and all other persons may treat
the registered owner of any Offered Debt Security as the owner of the Warrant
Certificates initially attached thereto for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date] and prior to due presentment of a Warrant Certificate for
registration of transfer, the [If Offered Debt Securities and Warrants which are
immediately detachable or Warrants alone -- The] Company, the Warrant Agent and
all other persons may treat the Holder as the owner thereof for any purpose and
as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.

                  Section 3.04. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange[, transfer] or exercise of the
Warrants



                                       5
<PAGE>   9

evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in lieu or in exchange thereof. The Company may at any time
deliver to the Warrant Agent for cancellation any Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatsoever, and all Warrant Certificates so delivered shall be promptly
cancelled by the Warrant Agent. All cancelled Warrant Certificates held by the
Warrant Agent shall be disposed of as instructed by the Company, subject to
applicable law.

                                   ARTICLE IV

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

                  Section 4.01. No Rights as Holders of Warrant Debt Securities
Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant
evidenced thereby shall entitle the Holder thereof to any of the rights of a
Holder of the Warrant Debt Securities, including, without limitation, the right
to receive the payment of principal of (or premium, if any) or interest, if any,
on the Warrant Debt Securities or to enforce any of the covenants in the
Indenture.

                  Section 4.02. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any Holder of
any Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Debt Securities or the Holder of any other Warrant
Certificate, may, on his own behalf and for his own benefit enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrant or Warrants evidenced by his Warrant Certificate in the manner provided
in the Warrant Certificates and in this Agreement.

                                    ARTICLE V

                          CONCERNING THE WARRANT AGENT

                  Section 5.01. Warrant Agent. The Company hereby appoints
________ as Warrant Agent of the Company in respect of the Warrants and the
Warrant Certificates upon the terms and subject to the conditions herein set
forth, and _________ hereby accepts such appointment. The Warrant Agent shall
have the power and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further power and authority to act on behalf of
the Company as the Company may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such power and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.

                  Section 5.02. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time of the
Warrant Certificates shall be subject:

                  (a) Compensation and Indemnification. The Company agrees
         promptly to pay the Warrant Agent the compensation to be agreed upon
         with the Company for all services rendered by the Warrant Agent and to
         reimburse the Warrant Agent for reasonable out-of-pocket expenses
         (including counsel fees) incurred by the Warrant Agent in connection
         with the services rendered hereunder by the Warrant Agent. The Company
         also agrees to indemnify the Warrant Agent for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on the part of the Warrant Agent, arising out of or in
         connection with its acting as such Warrant Agent hereunder, including
         the reasonable costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance at any time
         of its powers or duties hereunder. The obligations of the Company under
         this subsection (a) shall survive the exercise of the Warrant
         Certificates and the resignation or removal of the Warrant Agent.



                                       6
<PAGE>   10

                  (b) Agent for the Company. In acting under this Warrant
         Agreement and in connection with the Warrant Certificates, the Warrant
         Agent is acting solely as agent of the Company and does not assume any
         obligation or relationship of agency or trust for or with any of the
         owners or Holders of the Warrant Certificates.

                  (c) Counsel. The Warrant Agent may consult with counsel, which
         may include counsel for the Company, and the written advice of such
         counsel shall be full and complete authorization and protection in
         respect of any action taken, suffered or omitted by it hereunder in
         good faith and in reliance thereon.

                  (d) Documents. The Warrant Agent shall be protected and shall
         incur no liability for or in respect of any action taken or omitted by
         it in reliance upon any notice, direction, consent, certificate,
         affidavit, statement or other paper or document reasonably believed by
         it to be genuine and to have been presented or signed by the proper
         parties.

                  (e) Certain Transactions. The Warrant Agent, any of its
         officers, directors and employees, or any other agent of the Company,
         in its individual or any other capacity, may become the owner of, or
         acquire any interest in, any Warrant Certificates, with the same rights
         that it would have if it were not such Warrant Agent, officer,
         director, employee or other agent, and, to the extent permitted by
         applicable law, it may engage or be interested in any financial or
         other transaction with the Company and may act on, or as depositary,
         trustee or agent for, any committee or body of holders of Warrant Debt
         Securities or other obligations of the Company as freely as if it were
         not such Warrant Agent, officer, director, employee or other agent.
         Nothing in this Warrant Agreement shall be deemed to prevent the
         Warrant Agent from acting as Trustee under the Indenture.

                  (f) No Liability for Interest. The Warrant Agent shall not be
         under any liability for interest on any monies at any time received by
         it pursuant to any of the provisions of this Agreement or of the
         Warrant Certificates unless otherwise agreed to in writing by the
         Company and the Warrant Agent.

                  (g) No Liability for Invalidity. The Warrant Agent shall not
         incur any liability with respect to the validity of this Agreement or
         any of the Warrant Certificates.

                  (h) No Responsibility for Representations. The Warrant Agent
         shall not be responsible for any of the recitals or representations
         contained herein or in the Warrant Certificates (except as to the
         Warrant Agent's Certificate of Authentication thereon), all of which
         are made solely by the Company.

                  (i) No Implied Obligations. The Warrant Agent shall be
         obligated to perform such duties as are herein and in the Warrant
         Certificates specifically set forth and no implied duties or
         obligations shall be read into this Agreement or the Warrant
         Certificates against the Warrant Agent. The Warrant Agent shall not be
         under any obligation to take any action hereunder which may tend to
         involve it in any expense or liability, the payment of which within a
         reasonable time is not, in its reasonable opinion, assured to it. The
         Warrant Agent shall not be accountable or under any duty or
         responsibility for the use by the Company of any of the Warrant
         Certificates authenticated by the Warrant Agent and delivered by it to
         the Company pursuant to this Agreement or for the application by the
         Company of the proceeds of the Warrant Certificates or any exercise of
         the Warrants evidenced thereby. The Warrant Agent shall have no duty or
         responsibility in case of any default by the Company in the performance
         of its covenants or agreements contained herein or in the Warrant
         Certificates or in the Warrant Debt Securities or in the case of the
         receipt of any written demand from a Holder of a Warrant Certificate
         with respect to such default, including, without limiting the
         generality of the foregoing, any duty or responsibility to initiate or
         attempt to initiate any proceeding at law or otherwise or, except as
         provided in Section 6.04 hereof, to make any demand upon the Company.



                                       7
<PAGE>   11

                  Section 5.03. Resignation, Removal and Appointment of
Successor.

                  (a) The Company agrees, for the benefit of the Holders from
time to time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all of the Warrant Certificates are no longer
exercisable.

                  (b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than three
months after the date on which such notice is given. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the date
on which the Company expects such removal to become effective. Such resignation
or removal shall take effect upon the appointment by the Company of a successor
Warrant Agent (which shall be a bank or trust company organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia and authorized under such laws to exercise corporate
trust powers) by an instrument in writing filed with such successor Warrant
Agent and the acceptance of such appointment by such successor Warrant Agent
pursuant to Section 5.03(d).

                  (c) In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed or if an order of any court shall be entered approving any
petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder.

                  (d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

                  (e) A corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

                  (f) The Company may designate agencies for the surrender for
exercise of Warrant Certificates at such place or places as the Company may
determine, and the Company shall keep the Warrant Agent advised of the names and
locations of such agencies, if any are so designated. The Warrant Agent shall
arrange directly with such agencies for the delivery of Warrant Debt Securities
upon exercise of Warrant Certificates surrendered for exercise at such agencies.
The Warrant Agent shall be in no way responsible or accountable for the action
or failure to act of any agencies designated pursuant to this Section 5.03(f).

                  Section 5.04. Compliance With Applicable Laws. The Warrant
Agent agrees to comply with all applicable federal and state laws in respect of
the services



                                       8
<PAGE>   12

rendered by it under this Warrant Agreement and in connection with the Warrants,
including (but not limited to) the provisions of United States federal income
tax laws regarding information reporting and backup withholding. The Warrant
Agent expressly assumes all liability for failure to comply with such laws,
including (but not limited to) any liability for failure to comply with any
applicable provisions of United States federal income tax laws regarding
information reporting and backup holding.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  Section 6.01. Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject to Certain Conditions. To the
extent permitted in the Indenture, the Company may consolidate with, or sell or
convey all or substantially all of its assets to, or merge with or into any
other corporation.

                  Section 6.02. Rights and Duties of Successor Corporation. In
case of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein, and the predecessor corporation, except in the event of a
lease, shall be relieved of any further obligation under this Agreement and the
Warrants. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrant Debt Securities issuable pursuant to the terms hereof. All the Warrant
Debt Securities so issued shall in all respects have the same legal rank and
benefit under the Indenture as the Warrant Debt Securities theretofore or
thereafter issued in accordance with the terms of this Agreement and the
Indenture.

                  In case of any such consolidation, merger, sale, lease or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Warrant Debt Securities thereafter to be issued as may be
appropriate.

                  Section 6.03. Amendment. (a) This Agreement may be amended by
the parties hereto, without the consent of the Holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein, or making such
provisions in regard to matters or questions arising under this Agreement as the
Company may deem necessary or desirable; provided that such action shall not
adversely affect the interests of the Holders of the Warrant Certificates in any
material respect. The Warrant Agent may, but shall not be obligated to, enter
into any amendment to this Agreement which affects the Warrant Agent's own
rights, duties or immunities under this Agreement or otherwise.

                  (b) The Company and the Warrant Agent may modify or amend this
Agreement and the Warrant Certificate, with the consent of the Owners of not
fewer than a majority in number of the then outstanding unexercised Warrants
affected by such modification or amendment, for any purpose; provided, however,
that no such modification or amendment that increases the Exercise Price or
shortens the period of time during which the Warrants may be exercised, or
otherwise materially and adversely affects the exercise rights of the Owners or
reduces the number of outstanding Warrants the consent of the Owners of which is
required for modification or amendment of this Agreement or the Warrant
Certificate, may be made without the consent of each Owner affected thereby.

                  Section 6.04. Notice and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company by the Holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.

                  Section 6.05. Notices to Holders of Warrant Certificates. Any
notice to holders of Warrant Certificates which by any provisions of this
Warrant Agreement is required or permitted to be given by first class mail
postage prepaid at such



                                       9
<PAGE>   13

holder's address as it appears on the books of the Warrant Agent [or on the
register of the Offered Debt Securities prior to the Detachable Date].

                  Section 6.06. Addresses. Any communications from the Company
to the Warrant Agent with respect to this Agreement shall be addressed to
_________________ Attention: _________________ and any communications from the
Warrant Agent, to the Company with respect to this Agreement shall be addressed
to King Pharmaceuticals, Inc., 501 Fifth Street, Bristol, Tennessee 37620,
Attention: John A. A. Bellamy, Esq. (or such other address as shall be specified
in writing by the Warrant Agent or by the Company).

                  Section 6.07. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.

                  Section 6.08. Delivery of Prospectus. The Company will furnish
to the Warrant Agent sufficient copies of a prospectus, appropriately
supplemented, relating to the Warrant Debt Securities (the "Prospectus"), and
the Warrant Agent agrees that, upon the exercise of any Warrant Certificate, the
Warrant Agent will deliver to the person designated to receive Warrant Debt
Securities, prior to or concurrently with the delivery of such Securities, a
Prospectus.

                  Section 6.09. Obtaining of Governmental Approvals. The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, the maintenance of the effectiveness
of a registration statement in respect of the Warrant Debt Securities under the
Securities Act of 1933), which may be or become required in connection with
exercise of the Warrant Certificates and the original issuance and delivery of
the Warrant Debt Securities.

                  Section 6.10. Persons Having Rights Under Warrant Agreement.
Nothing in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Company, the Warrant
Agent and the Holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition, stipulation,
promise or agreement hereof; and all covenants, conditions, stipulations,
promises and agreements in this Agreement contained shall be for the sole and
exclusive benefit of the Company and the Warrant Agent and their successors and
of the Holders of the Warrant Certificates.

                  Section 6.11. Headings. The Article and Section headings
herein and the Table of Contents are for convenience of reference only and shall
not affect the construction hereof.

                  Section 6.12. Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

                  Section 6.13. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent [and at ___________] for inspection by the
Holder of any Warrant Certificate. The Warrant Agent may require such Holder to
submit his Warrant Certificate for inspection by it.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, and their respective corporate seal to be
hereunto affixed and attested, all as of the day and year first above written.


                                            KING PHARMACEUTICALS, INC.



                                            By
                                               ---------------------------------

[SEAL]

Attest:


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

                                            [NAME OF WARRANT AGENT]



                                            By
                                               ---------------------------------

[SEAL]

Attest:


-----------------------------
[Assistant Secretary]


                                       10
<PAGE>   14



                          [FORM OF WARRANT CERTIFICATE]

                                     [Face]

Form of Legend if Offered Debt Securities with Warrants which are not
immediately detachable:

[Prior to ___________, this Warrant Certificate may be transferred or exchanged
if and only if the [Title of Offered Debt Security] to which it was initially
attached is so transferred or exchanged.]

Form of Legend if Warrants are not immediately exercisable:

[Prior to _________________, Warrants evidenced by this Warrant Certificate
cannot be exercised.]

                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

           VOID AFTER THE CLOSE OF BUSINESS ON ________________, 20__

                            KING PHARMACEUTICALS, INC.

                        Warrant Certificate representing
                              Warrants to purchase
                       [Title of Warrant Debt Securities]
                               as described herein

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

No.                                                     _______________ Warrants

                  This certifies that _____________ or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such registered owner to purchase, at any time [after the close of
business on ____________, 20__, and] on or before the close of business on
_____________, 20__, $___________ principal amount of [Title of Warrant Debt
Securities] (the "Warrant Debt Securities") of King Pharmaceuticals, Inc. (the
"Company") issued or to be issued under the Indenture (as hereinafter defined),
on the following basis.* [During the period from ____________, 20__ through and
including _________, 20__,] each Warrant shall entitle the Holder thereof,
subject to the provisions of this Agreement, to purchase from the Company the
principal amount of Warrant Debt Securities stated above in this Warrant
Certificate at the exercise price of __% of the principal amount thereof [plus
accrued amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from which
interest shall have been paid on the Warrant Debt Securities or, if no interest
shall have been paid on the Warrant Debt Securities, from __________, 20__]; [in
each case, the original issue discount ($_________ for each $1,000 principal
amount of Warrant Debt Securities) will be amortized at a __% annual rate,
computed on a[n] [semi-]annual basis[, using a 360-day year consisting of twelve
30-day months] [(the "Exercise Price")]. The Holder of this Warrant Certificate
may exercise the Warrants evidenced hereby, in whole or in part, by surrendering
this Warrant Certificate, with the purchase form set forth hereon duly
completed, accompanied [by payment in full, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds]]
[by surrender of the [specified aggregate principal amount of [identified
securities]], the Exercise Price for each Warrant exercised, to the Warrant
Agent (as hereinafter defined), at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the "Warrant Agent") [or at
______,] at the addresses specified on the reverse hereof and upon compliance
with and subject to the conditions set forth herein and in the Warrant Agreement
(as hereinafter defined). This Warrant


--------

         *        Complete and modify the following provisions as appropriate to
                  reflect the terms of the Warrants and the Warrant Debt
                  Securities.


                                       11
<PAGE>   15



Certificate may be exercised only for the purchase of Warrant Debt Securities in
the principal amount of [$1,000] or any integral multiple thereof.

                  The term "Holder" as used herein shall mean [If Offered Debt
Securities and Warrants which are not immediately detachable --, prior to
__________, 20__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Debt Securities] to which such Warrant Certificate was
initially attached, and after such Detachable Date,] the person in whose name at
the time such Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 3.01 of the
Warrant Agreement.

                  Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Debt Securities in registered
form. Upon any exercise of fewer than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the registered owner hereof a new
Warrant Certificate evidencing the number of Warrants remaining unexercised.

                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement dated as of ________, 20__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _____________].

                  The Warrant Debt Securities to be issued and delivered upon
the exercise of Warrants evidenced by this Warrant Certificate will be issued
under and in accordance with an Indenture, dated as of _______________________
(the "Indenture"), as supplemented from time to time, between the Company and
_______________, a [corporation] [national banking association] organized under
the laws of the State of ___________, as trustee (such trustee, and any
successors to such trustee, the "Trustee") and will be subject to the terms and
provisions contained in the Warrant Debt Securities and in the Indenture. Copies
of the Indenture, including the form of the Warrant Debt Securities, are on file
at the corporate trust office of the Trustee [and at ____________
______________________].

                  [If Offered Debt Securities and Warrants which are not
immediately detachable -- Prior to ____________, 20__ (the "Detachable Date"),
this Warrant Certificate may be exchanged or transferred only together with the
[title of Offered Debt Security] (the "Offered Debt Security") to which this
Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered Debt
Security. Additionally, on or prior to the Detachable Date, each transfer of
such Offered Debt Security on the register of the Offered Debt Securities shall
operate also to transfer this Warrant Certificate. After the Detachable Date,
this] [If Offered Debt Securities and Warrants which are immediately detachable
or Warrants alone -- This] Warrant Certificate, and all rights hereunder, may be
transferred when surrendered at the corporate trust office of the Warrant Agent
[or __________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.

                  [If Offered Debt Securities and Warrants which are not
immediately detachable -- Except as provided in the immediately preceding
paragraph, after] [If Offered Debt Securities and Warrants which are immediately
detachable or Warrants alone -- After] authentication by the Warrant Agent and
prior to the expiration of this Warrant Certificate, this Warrant Certificate
may be exchanged at the corporate trust office of the Warrant Agent [or at
________________] for Warrant Certificates representing the same aggregate
number of Warrants.

                  This Warrant Certificate shall not entitle the registered
owner hereof to any of the rights of a registered holder of the Warrant Debt
Securities, including, without limitation, the right to receive payments of
principal of (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.

                  Reference is hereby made to the further provisions of this
Warrant



                                       12
<PAGE>   16

Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  This Warrant Certificate shall not be valid or obligatory for
any purpose until authenticated by the Warrant Agent.

                 IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated:______________

                                            KING PHARMACEUTICALS, INC.



                                            By
                                               ---------------------------------

Attest:



-----------------------------
Certificate of Authentication

                  This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.


-----------------------------
         As Warrant Agent

By
   ---------------------------------
           Authorized Signature









                                       13
<PAGE>   17
                     [REVERSE] [FORM OF WARRANT CERTIFICATE]
                     (Instructions for Exercise of Warrants)

                  To exercise any Warrants evidenced hereby, the Holder of this
Warrant Certificate must pay [in cash or by certified check or official bank
check in New York Clearing House funds or by bank wire transfer in immediately
available funds], the Exercise Price in full for each of the Warrants exercised,
to ____________, Corporate Trust Department, ___________, Attn: ____________ [or
____________], which payment should specify the name of the Holder of this
Warrant Certificate and the number of Warrants exercised by such Holder. In
addition, the Holder of this Warrant Certificate should complete the information
required below and present in person or mail by registered mail this Warrant
Certificate to the Warrant Agent at the addresses set forth below.

                               [FORM OF EXERCISE]

                   (To be executed upon exercise of Warrants.)

                  The undersigned hereby irrevocably elects to exercise_________
Warrants, represented by this Warrant Certificate, to purchase $_________
principal amount of the [Title of Warrant Debt Securities] (the "Warrant Debt
Securities") of King Pharmaceuticals, Inc. and represents that he has tendered
payment for such Warrant Debt Securities [in cash or by certified check or
official bank check in New York Clearing House funds or by bank wire transfer in
immediately available funds] to the order of King Pharmaceuticals, Inc., c/o:
Treasurer in the amount of $___________ in accordance with the terms hereof. The
undersigned requests that said principal amount of Warrant Debt Securities be in
fully registered form, in the authorized denominations, registered in such names
and delivered, all as specified in accordance with the instructions set forth
below.

                  If said principal amount of Warrant Debt Securities is less
than all of the Warrant Debt Securities purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of
the Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.

Dated:
                                                 Name
                                                      --------------------------
                                                           (Please Print)

--------------------------------
(Insert Social Security or Other
Identifying Number of Holder)                    Address
                                                        ------------------------

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

                                                     Signature
                                                     ___________________________
                                                     (Signature must conform in
                                                     all respects to name of
                                                     holder as specified on the
                                                     face of this Warrant
                                                     Certificate and must bear a
                                                     signature guaranteed by a
                                                     bank, trust company or
                                                     member broker of the New
                                                     York Stock Exchange or
                                                     other national stock
                                                     exchange.)

This Warrant may be exercised at the following addresses:

                                    By hand at
                                               ---------------------------

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

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

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


                                    By mail at
                                               ---------------------------

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

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

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

(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):



                                       14
<PAGE>   18

                              [FORM OF ASSIGNMENT]

                           (TO BE EXECUTED TO TRANSFER
                            THE WARRANT CERTIFICATE)

                  FOR VALUE RECEIVED _____________ hereby sells, assigns and
transfers unto

                          Please insert social security
                           or other identifying number


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

---------------------------
(Please print name and address
   including zip code)

--------------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint __________ Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution.

Dated:

                                    --------------------------------------------
                                                   Signature

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    this Warrant Certificate and must bear a
                                    signature guaranteed by a bank, trust
                                    company or member broker of the New York or
                                    Midwest Stock Exchange)

Signature Guaranteed:



------------------------------]






                                       15