THE SECURITIES  EVIDENCED BY THIS  INSTRUMENT  AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT").  THE  SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF (I) AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
ACT OR (II) A VALID  EXEMPTION  FROM  REGISTRATION  UNDER THE ACT AND APPLICABLE
STATE AND FOREIGN SECURITIES LAWS WITH RESPECT TO SUCH SALE OR OFFER.

THE SECURITIES  EVIDENCED BY THIS  INSTRUMENT  AND THE SECURITIES  ISSUABLE UPON
EXERCISE THEREOF MAY NOT BE SOLD,  ASSIGNED,  TRANSFERRED,  ENCUMBERED OR IN ANY
MANNER  DISPOSED OF,  EXCEPT IN  COMPLIANCE  WITH THE TERMS OF THE UNIT PURCHASE
AGREEMENT,  DATED  AS OF  JUNE  28,  2001,  BY AND  AMONG  THE  COMPANY  AND THE
PURCHASERS  NAMED IN SCHEDULE I ATTACHED  THERETO.  THE SECRETARY OF THE COMPANY
WILL UPON WRITTEN  REQUEST  FURNISH A COPY OF SUCH  AGREEMENT TO THE  REGISTERED
HOLDER HEREOF WITHOUT CHARGE.



                                                Number of shares of Common Stock
                                          for which this Warrant is exercisable:
                                           Up to an aggregate of [insert amount]

Date of Issuance: June 28, 2001


                          PRIMESOURCE HEALTHCARE, INC.

                        WARRANT TO PURCHASE COMMON STOCK
                        --------------------------------

     PrimeSource Healthcare,  Inc., a Massachusetts corporation (the "COMPANY"),
for value received,  hereby  certifies that [Insert name of Warrant  holder],  a
Delaware  corporation  (the  "REGISTERED  HOLDER"),  is  entitled at its option,
subject to the terms set forth below, to purchase from the Company,  at any time
on or before the  Expiration  Date (as defined in SECTION  6),  shares of Common
Stock, par value $0.01 per share (the "COMMON STOCK"), of the Company,  pursuant
to the provisions of this warrant (the "WARRANT").  The shares  purchasable upon
exercise  of this  Warrant  are  sometimes  referred  to herein as the  "WARRANT
SHARES."

     1.  PURCHASE  PRICE.  The  Registered  Holder shall be entitled to purchase
Warrant Shares,  subject to the terms set forth herein,  at a purchase price per
Warrant  Share  equal to $1.00 per  share,  subject to  adjustment  as set forth
herein (the "PURCHASE PRICE").

                                       1
<PAGE>

     2. NUMBER OF SHARES OF COMMON  STOCK FOR WHICH  WARRANT  MAY BE  EXERCISED.
This Warrant may be exercised,  subject to the terms set forth herein, for up to
an  aggregate  number of  [insert  amount]  shares of Common  Stock,  subject to
adjustment as set forth herein.

     3. EXERCISE.

        (a) EXERCISE EVENTS.  This Warrant shall become exercisable  immediately
upon the date of issuance set forth above (the "Issue Date").

        (b) MANNER OF EXERCISE.  This Warrant may be exercised by the Registered
Holder,  in whole or in part, by surrendering this Warrant and the duly executed
Notice of Exercise appended hereto as EXHIBIT A , at the principal office of the
Company,  or at such  other  office  or  agency as the  Company  may  designate,
together  with payment in full of the Purchase  Price  payable in respect of the
Warrant Shares purchased upon such exercise. The Purchase Price shall be paid to
the Company by certified check or wire transfer of immediately available funds.

        (c) NET ISSUE EXERCISE.

             (i) In lieu of exercising this Warrant in the manner provided above
in SECTION 3(b), the Registered Holder may elect to receive Warrant Shares equal
to the  value  of this  Warrant  (or the  portion  thereof  being  canceled)  by
surrender of this Warrant at the principal  office of the Company  together with
notice  of such  election  in  which  event  the  Company  shall  issue  to such
Registered  Holder a number of  Warrant  Shares  computed  using  the  following
formula, in full satisfaction of the Purchase Price thereof:

                           X  =    Y (A - B)
                                   ---------
                                        A
Where         X =      The number of Warrant Shares to be issued to the
                       Registered Holder.

              Y =      The number of Warrant Shares purchasable under this
                       Warrant (at the date of such calculation).

              A =      The fair market value of one Warrant Share (at the
                       date of such calculation).

              B =      The Purchase Price (as adjusted to the date of such
                       calculation).

             (ii) For  purposes of this Section  3(c),  the fair market value of
one Warrant Share on the date of calculation shall mean:

             (A) If the Common Stock is traded on a  securities  exchange or the
    Nasdaq  National  Market,  the fair  market  value shall be deemed to be the
    average of the high and low prices of the Common  Stock on such  exchange or
    market over the 5 business days ending  immediately  prior to the applicable
    date of valuation;

                                       2
<PAGE>

             (B) If the Common  Stock is actively  traded  over-the-counter  (as
    evidenced by there being two or more market makers in the Common Stock), the
    fair market  value shall be deemed to be the average of the high and low bid
    prices over the 30-day period  ending  immediately  prior to the  applicable
    date of valuation; and

             (C) If there is no active public  market for the Common Stock,  the
    fair  market  value  shall be the value as  determined  in good faith by the
    Company's  Board of Directors upon a review of relevant  factors,  including
    due consideration of the Registered  Holder's  determination of the value of
    the Company.

        (d) EFFECTIVE  TIME OF EXERCISE.  Each exercise of this Warrant shall be
deemed to have been effected  immediately  prior to the close of business on the
day on which this Warrant is  surrendered  to the Company and the Purchase Price
paid as provided in SECTION 3(b), or if the Registered  Holder has elected a net
issue exercise in accordance with SECTION 3(c),  immediately  prior to the close
of business on the day on which this Warrant is  surrendered  to the Company (in
either case, the "Effective  Time").  Subject to SECTION 5(a), at such time, the
person or persons in whose name or names any  certificates  for  Warrant  Shares
shall be  issuable,  shall be deemed to have  become  the  holder or  holders of
record of the Warrant Shares evidenced by such certificates.

        (e) DELIVERY TO REGISTERED  HOLDER.  Subject to SECTION 5(a), as soon as
practicable  after the exercise of this Warrant,  and in any event within twenty
(20) business days thereafter,  the Company shall cause to be issued in the name
of, and delivered to, the Registered  Holder, or as such Registered Holder (upon
payment by such Registered Holder of any applicable transfer taxes) may direct:

             (i) a certificate or certificates  evidencing the number of Warrant
Shares to which such Registered Holder shall be entitled, and

             (ii) in case of a partial  exercise,  a new  warrant of like tenor,
calling in the  aggregate on the face  thereof for the number of Warrant  Shares
equal (without  giving effect to any  adjustment  therein) to the number of such
shares called for on the face of this Warrant minus the number of such shares in
respect of which the Warrant has been previously exercised.

        (f) The Company hereby acknowledges that exercise of this Warrant by the
Registered  Holder may subject the Company and/or the  Registered  Holder to the
filing requirements of the Hart-Scott-Rodino  Antitrust Improvements Act of 1976
(the "HSR Act") and that the Registered  Holder may be prevented from exercising
this Warrant until the expiration or early  termination  of all waiting  periods
imposed by the HSR Act ("HSR Act Restrictions").  If on or before the Expiration
Date (as defined  herein) the Registered  Holder has sent the Notice of Exercise
to  Company  and the  Registered  Holder,  after  taking all  required  actions,
including the filing of any documents and the payment of any fees,  has not been
able to complete  the  exercise of this  Warrant  prior to the  Expiration  Date
solely because of HSR Act Restrictions,  the Registered Holder shall be entitled
to complete  the  process of  exercising  this  Warrant in  accordance  with the

                                       3
<PAGE>

procedures  contained  herein  notwithstanding  the fact that  completion of the
exercise of this Warrant would take place after the Expiration Date.

     4. ADJUSTMENTS.

        (a) STOCK SPLITS AND DIVIDENDS.  If, on or following the Issue Date, the
Common Stock of the Company shall be subdivided  into a greater number of shares
or a dividend  in shares of Common  Stock shall be paid in respect of the Common
Stock, the Purchase Price in effect  immediately prior to such subdivision or at
the record date of such dividend shall  simultaneously with the effectiveness of
such  subdivision  or  immediately  after the record  date of such  dividend  be
proportionately reduced, such reduction to be rescinded if at the effective time
of  exercise  of the  Warrant  such  stock  split or  dividend  has not yet been
effected.  If the  outstanding  Common  Stock shall be  combined  into a smaller
number  of  shares,  the  Purchase  Price in  effect  immediately  prior to such
combination shall, simultaneously with the effectiveness of such combination, be
proportionately  increased,  such  increase to be rescinded if at the  effective
time of exercise of the Warrant such combination has not yet been effected.

        (b)  ADJUSTMENT TO NUMBER OF SHARES.  When an adjustment to the Purchase
Price is required to be made  pursuant  to SECTION  4(a),  the number of Warrant
Shares  purchasable  upon the exercise of this Warrant  shall be adjusted to the
number  determined  by  dividing  (i) an  amount  equal to the  number of shares
issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment,
by (ii) the Purchase Price in effect immediately after such adjustment.

        (c) RECLASSIFICATION,  ETC. In case of any reclassification or change of
the outstanding securities of the Company, or of any reorganization or merger of
the Company or sale of all or substantially  all of the Company's assets (or any
other  corporation  the stock or securities of which are at the time  receivable
upon the exercise of this Warrant) or any similar corporate reorganization on or
after the date hereof, then and in each such case, the Registered Holder of this
Warrant,  upon the exercise  hereof at any time after the  consummation  of such
reclassification,  change,  reorganization  or  merger,  shall  be  entitled  to
receive,  in lieu of the stock or other securities and property  receivable upon
the exercise hereof prior to such consummation, the stock or other securities or
property to which such  Registered  Holder  would have been  entitled  upon such
consummation  if such Registered  Holder had exercised this Warrant  immediately
prior thereto,  all subject to further adjustment as provided in this SECTION 4;
and in each such case,  the terms of this SECTION 4 shall be  applicable  to the
shares of stock or other  securities  properly  receivable  upon the exercise of
this Warrant after such  consummation.  Notwithstanding  the foregoing,  if this
SECTION 4(c) would entitle the Registered Holder to receive  consideration other
than cash or marketable securities,  then the Registered Holder shall instead be
entitled  to receive  cash in an amount  equal to the fair  market  value of the
property that such Registered Holder would have been entitled to receive but for
this sentence, as determined by the Company's Board of Directors.

                                       4
<PAGE>
        (d)  ADJUSTMENT  OF PRICE  UPON  ISSUANCE  OF  COMMON  STOCK.  Except as
provided in SECTION  4(e),  if and whenever the Company  shall issue or sell, or
is, in accordance with SECTION 4(d)(1) through 4(d)(7), deemed to have issued or
sold,  any shares of Common  Stock for a  consideration  per share less than the
Purchase Price for the Warrant Shares in effect immediately prior to the time of
such issue or sale, then,  forthwith upon such issue or sale, the Purchase Price
shall be reduced to the price equal to the lowest  price at which such shares of
Common  Stock were issued or sold,  or deemed to have been  issued or sold.  For
purposes of this SECTION 4(d), the following  SECTIONS  4(d)(1) to 4(d)(7) shall
also be applicable:

        (1) ISSUANCE OF RIGHTS OR OPTIONS. In case at any time the Company shall
in any manner grant (whether directly or by assumption in a merger or otherwise)
any warrants or other rights to subscribe for or to purchase, or any options for
the  purchase  of,  its  capital  stock or any stock or debt or equity  security
convertible into or exchangeable for its capital stock (such warrants, rights or
options being called  "Options" and such  convertible or  exchangeable  stock or
securities being called "CONVERTIBLE  SECURITIES"),  whether or not such Options
or the  right to  convert  or  exchange  any  such  Convertible  Securities  are
immediately  exercisable,  and the price per  share  for which  Common  Stock is
issuable upon the exercise of such Options or upon the conversion or exchange of
such Convertible Securities (determined by dividing (i) the total amount, if any
received or receivable by the Company as consideration  for the granting of such
Options,  plus the minimum aggregate amount of additional  consideration payable
to the Company upon the exercise of all such Options,  plus, in the case of such
Options which relate to Convertible Securities,  the minimum aggregate amount of
additional  consideration,  if  any,  payable  upon  the  issue  or sale of such
Convertible Securities and upon the conversion and exchange thereof, by (ii) the
total  maximum  number of shares of Common Stock  issuable  upon the exercise of
such  Options  or upon  the  conversion  or  exchange  of all  such  Convertible
Securities  issuable upon the exercise of such  Options)  shall be less than the
Purchase Price in effect  immediately  prior to the time of the granting of such
Options,  then the total maximum  number of shares of Common Stock issuable upon
the exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been  issued  for such price per share as of the date of
granting of such  Options or the  issuance of such  Convertible  Securities  and
thereafter  shall be deemed to be outstanding.  Except as otherwise  provided in
SECTION  4(d)(3),  no  adjustment  of the Purchase  Price shall be made upon the
actual  issuance of such Common  Stock or of such  Convertible  Securities  upon
exercise  of such  Options  or upon the  actual  issuance  of Common  Stock upon
conversion or exchange of such Convertible Securities.

        (2) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Company shall in any
manner issue  (whether  directly or by  assumption  in a merger or otherwise) or
sell any  Convertible  Securities,  whether  or not the  rights to  exchange  or
convert any such  Convertible  Securities are immediately  exercisable,  and the
price per share for which Common Stock is issuable  upon the such  conversion or
exchange  (determined by dividing (i) the total amount received or receivable by
the  Company  as  consideration  for the  issue  or  sale  of  such  Convertible
Securities,  plus the minimum aggregate amount of additional  consideration,  if
any, payable to the Company upon the Conversion or exchange thereof, by (ii) the

                                        5
<PAGE>
total maximum  number of shares of Common Stock  issuable upon the conversion or
exchange of all such  Convertible  Securities)  shall be less than the  Purchase
Price in effect immediately prior to the time such issue or sale, then the total
maximum number of Shares of Common Stock issuable upon conversion or exchange of
all such  Convertible  Securities  shall be deemed to have been  issued for such
price  per  share  as of the  date of the  issue  or  sale  of such  Convertible
Securities and thereafter shall be deemed to be outstanding;  Provided, that (a)
except as otherwise  provided in SECTION 4(d)(3),  no adjustment of the Purchase
Price shall be made upon the actual issue of such Common  Stock upon  conversion
or exchange of such Convertible  Securities and (b) if any such issue or sale of
such Convertible Securities is made upon exercise of any Options to purchase any
such  Convertible  Securities  for which  adjustments of the Purchase Price have
been or are to be made  pursuant to other  provisions  of this SECTION  4(d), no
further  adjustment of the Purchase  Price shall be made by reason of such issue
or sale.

        (3) CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon the happening of any
of the  following  events,  namely,  if the purchase  price  provided for in any
Option referred to in SECTION  4(d)(1),  the additional  consideration,  if any,
payable upon the conversion or exchange of any Convertible  Securities  referred
to in SECTION 4(d)(1) or 4(d)(2), or at the rate at which Convertible Securities
referred to in SECTION 4(d)(1) or 4(d)(2) are  convertible  into or exchangeable
for Common  Stock  shall  change at any time  (including,  but not  limited  to,
changes under or by reason of provisions  designed to protect against dilution),
the  Purchase  Price in  effect at the time of such  event  shall  forthwith  be
readjusted  to the  Purchase  Price which would have been in effect at such time
had such Options or Convertible  Securities still outstanding  provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted,  issued or sold; PROVIDED,  HOWEVER, that
no  adjustment  pursuant to this SECTION  4(d)(3) shall result in an increase in
the Purchase Price; PROVIDED, FURTHER, that no termination of any such Option or
any such right to convert or exchange such  Convertible  Securities shall result
in any change in the Purchase Price.

        (4) STOCK  DIVIDENDS.  In case the Company  shall pay a dividend or make
any other  distribution  upon any stock of the Company  payable in Common Stock,
Options,  or Convertible  Securities,  any Common Stock,  Options or Convertible
Securities,  as the  case  may be,  issuable  in  payment  of such  dividend  or
distribution shall be deemed to be issued or sold without consideration.

        (5) CONSIDERATION FOR STOCK. In case any shares of Common Stock, Options
or Convertible  Securities  shall be issued or sold for cash, the  consideration
received  therefore  shall be deemed to be the amount  received  by the  Company
therefore,  net of any of expenses incurred and any underwriting  commissions or
concessions paid or allowed by the Company in connection therewith.  In case any
shares of Common Stock,  Options or  Convertible  Securities  shall be issued or
sold for a consideration  other than cash, the amount of the consideration other
than cash  received by the Company  shall be deemed to be the fair value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company,  net of  any  expenses  incurred  or any  underwriting  commissions  or
concessions paid or allowed by the Company in connection therewith.  In case any
Options  shall  be  issued  in  connection  with  the  issue  and  sale of other

                                       6
<PAGE>

securities of the Company, together comprising one integral transaction in which
no specific  consideration  is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued without consideration.

        (6) RECORD DATE.  In case the Company shall take a record of the holders
of its Common Stock for the purpose of entitling  them (i) to receive a dividend
or other distribution payable in Common Stock, Options or Convertible Securities
or (ii) to  subscribe  for or  purchase  Common  Stock,  Options or  Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
payment of such dividend or the making of such other distribution or the date of
the granting of such right of subscription or purchase, as the case may be.

        (7) TREASURY SHARES. The number of shares of Common Stock outstanding at
any given time shall not include  shares  owned or held by or for the account of
the Company and the  disposition of any such shares shall be considered an issue
or sale of Common Stock for the purpose of this SECTION 4(d).

        (e) CERTAIN  ISSUES OF COMMON  STOCK  EXCEPTED.  Anything  herein to the
contrary  notwithstanding,  the  Company  shall  not be  required  to  make  any
adjustment  of the  Purchase  Price as a result of the  issuance of Common Stock
pursuant to the exercise or conversion  of  Convertible  Securities  and Options
outstanding on the Issue Date.

        (f) ADJUSTMENT NOTICE. When any adjustment is required to be
made pursuant to this SECTION 4, the Company shall send to the Registered Holder
a notice setting forth (i) a brief statement of the facts requiring such
adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and
amount of stock or other securities or property into which this Warrant shall be
exercisable after such adjustment.

     5. TRANSFERS.

        (a)  UNREGISTERED  SECURITY.  The  Registered  Holder  of  this  Warrant
acknowledges  that this Warrant and the Warrant Shares have not been  registered
under the Act,  and  agrees  not to sell,  pledge,  distribute,  offer for sale,
transfer or otherwise dispose of this Warrant or any Warrant Shares,  other than
to an Affiliate  (as defined in the  Securities  and  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated  thereunder),  in the absence
of (i) an effective  registration  statement under the Act as to this Warrant or
such Warrant Shares and  registration or  qualification  of this Warrant or such
Warrant Shares under any applicable U.S.  federal or state  securities laws then
in  effect  or  (ii) a  valid  exemption  from  registration  under  the Act and
applicable state and foreign securities laws with respect to such sale or offer.
Each certificate or other instrument for Warrant Shares issued upon the exercise
of this Warrant shall bear a legend substantially to the foregoing effect.

                                        7
<PAGE>

        (b)  TRANSFERABILITY.  This Warrant and the Warrant Shares issuable upon
exercise of this Warrant may not be sold, assigned,  transferred,  encumbered or
in any  manner  disposed  of,  except in  compliance  with the terms of the Unit
Purchase Agreement,  dated as of June 28, 2001, by and among the Company and the
purchasers named in SCHEDULE I attached  thereto.  The Clerk of the Company will
upon written request  furnish a copy of such agreement to the Registered  Holder
hereof without charge.

     6.  TERMINATION.  This Warrant and the rights  hereunder shall terminate on
June 28, 2011 (the "EXPIRATION DATE").

     7.  RESERVATION  OF STOCK.  The Company will at all times  reserve and keep
available for issuance
upon the exercise of this Warrant sufficient shares of Common Stock.

     8.  NOTICES.  Any notice required or permitted by this Warrant  shall be in
writing  and shall be deemed  given when sent,  if  delivered  personally  or by
courier,  overnight delivery service or confirmed facsimile, or forty-eight (48)
hours after being  deposited in the regular mail as certified or registered mail
with postage prepaid,  addressed (a) if to the Registered Holder, to the address
of the Registered  Holder most recently  furnished in writing to the Company and
(b) if to the  Company,  to the  address  set  forth  below  or as  subsequently
modified by written notice to the Registered Holder.

     9. NO RIGHTS AS  STOCKHOLDER.  Until the  Effective  Time,  the  Registered
Holder of this Warrant shall not have or exercise any rights as a stockholder of
the Company solely by virtue of its rights hereunder.

     10. NO FRACTIONAL SHARES. No fractional shares will be issued in connection
with any  exercise  hereunder.  In lieu of any  fractional  shares  which  would
otherwise be issuable,  the Company  shall pay cash equal to the product of such
fraction multiplied by the fair market value of one Warrant Share on the date of
exercise,  as determined in accordance  with the procedures set forth in SECTION
3(c)(ii).

     11.  MISCELLANEOUS.  Any term of this Warrant may be amended or waived only
by an instrument in writing signed by the party against which enforcement of the
amendment or waiver is sought. The headings in this Warrant are descriptive only
and shall not limit or  otherwise  affect the meaning of any  provision  of this
Warrant. This Warrant shall be governed, construed and interpreted in accordance
with the laws of the State of New York,  without  giving effect to principles of
conflicts of law.

                                       8
<PAGE>


                                                                       EXHIBIT A

                               NOTICE OF EXERCISE

To:      PrimeSource Healthcare, Inc.

         The undersigned hereby irrevocably, subject to the terms and conditions
contained in the attached Warrant,  elects to purchase  [___,___,___]  shares of
Common  Stock (the  "Warrant  Shares")  of  PrimeSource  Healthcare,  Inc.  (the
"Company"),  pursuant to the  provisions  of the attached  Warrant,  and tenders
herewith  payment of the  purchase  price for such  Warrant  Shares in full,  by
certified  check or wire transfer of  immediately  available  funds,  unless the
undersigned has elected a net issue exercise  (below) in accordance with Section
3(c) of the attached Warrant, in which case the Company's issuance of the number
of Warrant Shares  provided in Section 3(c) of the attached  Warrant shall be in
full satisfaction of the purchase price of such Warrant Shares.

         In  exercising  this  Warrant,  the  undersigned  hereby  confirms  and
acknowledges  that the Warrant Shares are being acquired  solely for the account
of the  undersigned,  and the  undersigned  will not  offer,  sell or  otherwise
dispose  of any of the  Warrant  Shares  in  contravention  of  Section 5 of the
attached Warrant.

         Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below.



                                     (Name)



                                     (Name)


         Please issue a new Warrant for the unexercised  portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:



                                     (Name)


(Date)                               (Signature)


Election of Net Issue Exercise Under Section 3(c) of the Attached Warrant
-------------------------------------------------------------------------



Yes      |_|        No       |_|



                                       A-1
<PAGE>


                                                    PRIMESOURCE HEALTHCARE, INC.


                                            By:  /S/ 0
                                                 ------------------------------
                                                     Name:  James L. Hersma
                                                     Title: President and CEO

                                                             Address: