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                                                                     Exhibit 4.5

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE
CORPORATION.

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


                          U.S. Office Products Company

                          Common Stock Purchase Warrant
                             Expiring June 10, 2010

                                                 New York, N.Y.
                                                 April 23, 1999

No. W-002

          U.S. Office Products Company, a Delaware corporation (the "Company"),
for value received, hereby certifies that CDR-PC Acquisition, L.L.C., a Delaware
limited liability company (the "Purchaser"), or its permitted assigns, is
entitled to purchase from the Company 9,202,920 duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock, par value $.001 per share,
of the Company (the "Common Stock") at the purchase price per share determined
pursuant to Sections 1.1 and 2 hereof, at any time or from time to time after
June 10, 2000, but prior to 5:00 P.M., New York City time, on June 10, 2010 (or
such later date as may be determined pursuant to Section 18), all subject to the
terms, conditions and adjustments set forth below in this Warrant.

          This Warrant is the amended and restated Common Stock Purchase Warrant
(the "Warrant," such term to include all Warrants issued in substitution
therefor), originally issued on June 10, 1998 (the "Closing Date") in connection
with the issue and sale by the Company of 9,092,106 shares of its Common Stock
pursuant to an Investment Agreement, dated as of January 12, 1998, between the
Company and the Purchaser (as

<PAGE>

amended, the "1998 Investment Agreement"), as amended and restated pursuant to
the terms of an Investment Agreement, dated as of March 30, 1999 between the
Company and the Purchaser (the "1999 Investment Agreement"). This Warrant as
amended and restated evidences rights to purchase 9,202,920 duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock, par value
$.001 per share (such number of shares of Common Stock referred to herein as the
"Initial Exercise Shares"), subject to adjustment as provided herein. Certain
capitalized terms used in the Warrant are defined in Section 13.

          1. EXERCISE OF WARRANT. 1.1. MANNER OF EXERCISE. (a) The Warrant may
be exercised by the holder of the Warrant or any portion hereof (the "Holder"),
in whole or in part, during normal business hours on any Business Day following
the second anniversary of the Closing Date by surrender of the Warrant, with the
form of subscription at the end hereof (or a reasonable facsimile thereof) (the
"Subscription Notice") duly executed by such Holder, to the Company at its
principal office (or, if such exercise shall be in connection with an
underwritten Public Offering of shares of Common Stock (or Other Securities)
subject to the Warrant, at the location at which the Company shall have agreed
to deliver the shares of Common Stock (or Other Securities) subject to such
offering), accompanied by payment, in cash or by certified or official bank
check payable to the order of the Company, in the amount (such amount referred
to herein as the "Exercise Price") obtained by multiplying (I) the number of
shares of Common Stock (without giving effect to any adjustment provided for in
Section 2) designated in such Subscription Notice by (II) $5.625, and such
Holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (or Other
Securities) determined as provided in Section 2 hereof.

          (b) In lieu of tendering the Exercise Price to the Company, the holder
may elect to perform a "Cashless Exercise" of the Warrant, in whole or in part,
by surrendering the Warrant to the Company, with a duly executed Subscription
Notice marked "Cashless Exercise" and designating the number of shares of Common
Stock desired by the Holder out of the total for which the Warrant is
exercisable (without giving effect to any adjustments provided for in Section
2). The Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities) having a value (at the Market Price) that is equal to the
excess of (I) the then Market Price per share of Common Stock (or Other
Securities) multiplied by the number of the shares of Common Stock (or Other
Securities) (determined as of the date immediately preceding the date of any
such Subscription Notice) into which the Warrant, or portion thereof designated
by

                                       2

<PAGE>

the Holder, would have been exercisable pursuant to Section 1.1(a) upon
payment of the Exercise Price by the Holder over (II) the Exercise Price the
Holder would have been required to pay under Section 1.1(a) in respect of such
an exercise.

          1.2. WHEN EXERCISE DEEMED EFFECTED. Each exercise of the Warrant shall
be deemed to have been effected immediately prior to the close of business on
the Business Day on which the Warrant shall have been surrendered to the Company
as provided in Section 1.1, and at such time the person or persons in whose name
or names any certificate or certificates for shares of Common Stock (or Other
Securities) shall be issuable upon such exercise as provided in Section 1.2
shall be deemed to have become the holder or holders of record thereof.

          1.3. DELIVERY OF STOCK CERTIFICATES, ETC. As soon as practicable after
the exercise of the Warrant, in whole or in part, and in any event within five
Business Days thereafter (unless such exercise shall be in connection with an
underwritten Public Offering of shares of Common Stock (or Other Securities)
subject to the Warrant, in which event, concurrently with such exercise), the
Company at its expense (including the payment by it of any taxes applicable to
an issuer upon the issuance of shares, but excluding transfer taxes) shall cause
to be issued in the name of and delivered to the Holder or, subject to Section
6, as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct,

          (a) a certificate or certificates for the number of duly authorized,
     validly issued, fully paid and nonassessable shares of Common Stock (or
     Other Securities) to which such Holder shall be entitled upon such exercise
     plus, in lieu of any fractional share to which such Holder would otherwise
     be entitled, cash in an amount equal to the same fraction of the Market
     Price per share of such Common Stock (or Other Securities) on the Business
     Day next preceding the date of such exercise, and

          (b) in case such exercise is in part only, a new Warrant or Warrants
     of like tenor, calling in the aggregate on the face or faces thereof for
     the number of shares of Common Stock equal (without giving effect to any
     adjustment therein) to the number of such shares called for on the face of
     the Warrant minus the number of such shares designated by the Holder upon
     such exercise as provided in Section 1.1.

          1.4. COMPANY TO REAFFIRM OBLIGATIONS. The Company shall, at the time
of or at any time after each exercise of the Warrant, upon the request of the
Holder,

                                       3

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acknowledge in writing its continuing obligation to afford to such
holder all rights (including, without limitation, any right of registration of
the Warrant and of any shares of Common Stock (or Other Securities) issuable
upon exercise of the Warrant pursuant to Section 7) to which such Holder shall
continue to be entitled after such exercise in accordance with the terms of the
Warrant, PROVIDED that if any such Holder shall fail to make any such request,
the failure shall not affect the continuing obligation of the Company to afford
such rights to such Holder.

          2. ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE. 2.1. NUMBER OF
SHARES; WARRANT PRICE. The number of shares of Common Stock which the Holder
shall be entitled to receive upon each exercise hereof shall be determined by
multiplying the number of shares of Common Stock which would otherwise (but for
any application of the provisions of this Section 2) be issuable upon such
exercise, as designated by the Holder pursuant to Section 1.1, by a fraction of
which (I) the numerator is $5.625 and (II) the denominator is the Warrant Price
(as defined below) in effect on the date of such exercise. The "Warrant Price,"
which shall initially be $5.625 shall be adjusted and readjusted from time to
time as provided in Section 2 hereof and, as so adjusted or readjusted, shall
remain in effect until a further adjustment or readjustment thereof is required
by Section 2.

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

          (i) issue or deliver any shares of Common Stock as a result of the
     declaration or payment of a dividend of Common Stock payable in, or other
     distribution to holders of Common Stock of, shares of Common Stock,

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

          (iii) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then the Warrant Price then in effect shall be adjusted to equal (1) the Warrant
Price in effect immediately prior to such event multiplied by the number of
shares of Common Stock for which the Warrant is exercisable immediately prior to
the adjustment divided by (2) the number of shares of Common Stock which a
record holder of the same number of shares of Common Stock for which the Warrant
is exercisable immediately prior to the happening of such event would own or be
entitled to receive after the happening of such event.

                                       4

<PAGE>

          2.3. EXTRAORDINARY DIVIDENDS AND DISTRIBUTIONS. If at any time the
Company shall distribute to all holders of its outstanding Common Stock
evidences of indebtedness of the Company, cash (other than a regular quarterly
dividend payable in cash out of earned surplus in an amount not exceeding 2% of
the average of the Market Price of the Common Stock on the fifteen trading days
immediately preceding the date of declaration of such dividend) or assets or
securities other than the Common Stock (any such evidences of indebtedness,
cash, assets or securities, the "Assets"), then, in each case, the Warrant Price
then in effect shall be reduced to a price determined by multiplying such
Warrant Price by a fraction,

          (i) the numerator of which shall be the Market Price then in effect
     less the value of such Assets applicable to one share of Common Stock, and

          (ii) the denominator of which shall be such Market Price.

          Any adjustment required by this Section 2.3 shall be made whenever any
such distribution is made, and shall become effective on the date of
distribution retroactive to the record date for the determination of
stockholders entitled to receive such distribution.

          2.4. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

          (a) If at any time after the date hereof the Company shall (except as
hereinafter provided) issue or sell any Additional Shares of Common Stock
without consideration or in exchange for consideration in an amount per
Additional Share of Common Stock less than the Market Price at the time the
Additional Shares of Common Stock are issued, then the Warrant Price then in
effect shall be reduced to a price determined by multiplying such Warrant Price
by a fraction,

          (i) the numerator of which shall be (X) the number of shares of Common
     Stock outstanding immediately prior to such issue or sale plus (Y) the
     number of shares of Common Stock which the aggregate consideration received
     by the Company for the total number of such Additional Shares of Common
     Stock so issued or sold would purchase at the Market Price, and

          (ii) the denominator of which shall be the number of shares of Common
     Stock outstanding immediately after such issue or sale.

                                       5

<PAGE>

          (b) The provisions of paragraph (a) of this Section 2.4 shall not
apply to any issuance of Additional Shares of Common Stock for which an
adjustment is provided under Section 2.2.

          2.5. ISSUANCE OF CONTINGENT STOCK. If at any time after the date
hereof the Company shall increase the number of Shares issuable upon the
exercise of the Special Warrants as a result of the issuance of any Contingent
Stock, then the Warrant Price then in effect shall be reduced to a price
determined by multiplying such Warrant Price by a fraction,

          (a) the numerator of which shall be the number of shares of Common
     Stock for which the Warrant was exercisable immediately prior to the
     adjustment; and

          (b) the denominator of which shall be (I) the number of shares of
     Common Stock for which the Warrant was exercisable immediately prior to the
     adjustment plus (II) the increase in the number of Shares issuable upon the
     exercise of the Special Warrant as a result of the issuance of such
     Contingent Stock.

If Holder is entitled to an adjustment to the Warrant Price pursuant to this
Section 2.5 as a result of the issuance of Contingent Stock, no other adjustment
shall be made with respect to such issuance under Section 2.6 or 2.7.

          2.6. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time after the
date hereof the Company shall take a record of holders of Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any warrants or other rights to subscribe
for or purchase any Additional Shares of Common Stock or any Convertible
Securities, whether or not such rights thereunder are immediately exercisable,
and the price per share for which Common Stock is issuable upon the exercise of
such warrants or other rights or upon conversion or exchange of such Convertible
Securities shall be less than the Market Price in effect immediately prior to
the time of such issue or sale, then the Warrant Price shall be adjusted as
provided in Section 2.4 on the basis that the maximum number of shares of
Common Stock issuable pursuant to all such warrants or other rights or necessary
to effect the conversion or exchange of all such Convertible Securities shall be
deemed to have been issued and outstanding and the Company shall have received
all of the consideration payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights. No

                                       6

<PAGE>

further adjustments of the Warrant Price shall be made upon the actual issuance
of such Common Stock or of such Convertible Securities upon exercise of such
warrants or other rights or upon the actual issuance of such Common Stock upon
such conversion or exchange of such Convertible Securities.

          2.7. ISSUANCE OF CONVERTIBLE SECURITIES. If at any time the Company
shall take a record of the holders of Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Company is the surviving corporation)
issue or sell, any Convertible Securities, whether or not the rights to exchange
or convert thereunder are immediately exercisable, and the price per share for
which Common Stock is issuable upon such conversion or exchange shall be less
than the Market Price in effect immediately prior to the time of such issue or
sale, then the Warrant Price shall be adjusted as provided in Section 2.4 on the
basis that the maximum number of shares of Common Stock necessary to effect the
conversion or exchange of all such Convertible Securities shall be deemed to
have been issued and outstanding and the Company shall have received all of the
consideration payable therefor, if any, as of the date of actual issuance of
such Convertible Securities. No adjustment of the Warrant Price shall be made
under this Section 2.7 upon the issuance of any Convertible Securities which are
issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any such adjustment shall previously have been made
upon the issuance of such warrants or other rights pursuant to Section 2.6. No
further adjustments of the Warrant Price shall be made upon the actual issuance
of such Common Stock upon conversion or exchange of such Convertible Securities,
and, if any issuance or sale of such Convertible Securities is made upon
exercise of any warrant or other right to subscribe for or to purchase or any
warrant or other right to purchase any such Convertible Securities for which
adjustments of the Warrant Price have been or are to be made pursuant to other
provisions of this Section 2, no further adjustments of the Warrant Price shall
be made by reason of such issuance or sale.

          2.8. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of
the number of shares of Common Stock for which the Warrant is exercisable shall
have been made pursuant to Section 2.6 or 2.7 as the result of any issuance of
warrants, rights or Convertible Securities,

          (i) such warrants or rights, or the right of conversion or exchange in
     such other Convertible Securities, shall expire, and all or a portion of
     such warrants or rights, or the right of conversion or exchange with
     respect to all or a portion of

                                       7

<PAGE>

     such other Convertible Securities, as the case may be, shall not have
     been exercised, or

          (ii) the consideration per share for which shares of Common Stock are
     issuable pursuant to such warrants or rights, or the terms of such other
     Convertible Securities, shall be increased solely by virtue of provisions
     therein contained for an automatic increase in such consideration per share
     upon the occurrence of a specified date or event,

then such previous adjustment shall be rescinded and annulled and the shares of
Common Stock which were deemed to have been issued by virtue of the computation
made in connection with the adjustment so rescinded and annulled shall no longer
be deemed to have been issued by virtue of such computation. Thereupon, a
recomputation shall be made of the effect of such rights or options or other
Convertible Securities effective as of the date of such previous adjustment on
the basis of

          (A) treating the number of shares of Common Stock or other property,
     if any, theretofore actually issued or issuable pursuant to the previous
     exercise of any such warrants or rights or any such right of conversion or
     exchange, as having been issued on the date or dates of any such exercise
     and for the consideration actually received and receivable therefor, and

          (B) treating any such warrants or rights or any such other Convertible
     Securities which then remain outstanding as having been granted or issued
     immediately after the time of such increase of the consideration per share
     for which shares of Common Stock or other property are issuable under such
     warrants or rights or other Convertible Securities,

whereupon a new adjustment of the number of shares of Common Stock for which the
Warrant is exercisable shall be made effective as of the date of such previous
adjustment, which new adjustment shall supersede the previous adjustment so
rescinded and annulled. Any reduction in the number of shares of Common Stock
for which the Warrant is exercisable as a result of this Section 2.8 shall be
applied in its entirety to the number of shares of Common Stock for which the
Warrant is exercisable as of the date such new adjustment is made.

          2.9. CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION, ETC. (a)
In case at any time (and whether or not the Warrant is then exercisable) the
Company shall be a party to any transaction (including without limitation a
merger, consolidation, sale of all or substantially all of the Company's assets
or recapitalization of the Common Stock)

                                       8

<PAGE>

in which the previously outstanding Common Stock shall be changed into or
exchanged for different securities of the Company or changed into or exchanged
for common stock or other securities of another corporation or interests in a
noncorporate entity or other property (including cash) or any combination of any
of the foregoing (each such transaction being hereinafter referred to as the
"Transaction") then, as a condition to the consummation of the Transaction,
lawful and adequate provisions shall be made so that, upon the basis and terms
and in the manner provided in this Section 2.9, the Holder, upon the exercise of
the Warrant, shall be entitled to receive, in lieu of the Common Stock issuable
upon such exercise prior to such consummation, the stock and other securities,
cash and property to which the Holder would have been entitled upon the
consummation of the Transaction if the Holder had exercised the Warrant
immediately prior thereto, subject to adjustments (subsequent to such
consummation) as nearly equivalent as possible to the adjustments provided for
in Section 2.

          (b) Notwithstanding anything contained herein to the contrary, the
Company will not effect any Transaction unless, prior to the consummation
thereof, each corporation or entity (other than the Company) which may be
required to deliver any stock, securities, cash or property upon the exercise of
the Warrant as provided herein shall assume, by written instrument delivered to,
and reasonably satisfactory to, the Holder, (I) the obligations of the Company
hereunder (and if the Company shall survive the consummation of such
Transaction, such assumption shall be in addition to, and shall not release the
Company from, any continuing obligations of the Company hereunder) and (II) the
obligation to deliver to the Holder such shares of stock, securities, cash or
property as, in accordance with the foregoing provisions, the Holder may be
entitled to receive, and such corporation or entity shall have similarly
delivered to the Holder an opinion of counsel for such corporation or entity,
which counsel shall be satisfactory to the Holder, stating that the Warrant
shall thereafter continue in full force and effect and the terms hereof
(including, without limitation, all of the applicable provisions of Section 2)
shall be applicable to the stock, securities, cash or property which such
corporation or entity may be required to deliver upon any conversion of any
Warrants or the exercise of any rights pursuant hereto.

          (c) Upon any liquidation, dissolution or winding up of the Company
(and whether or not the Warrant is then exercisable), the Holder shall receive
such cash or property (less the Warrant Price) which the Holder would have been
entitled to receive upon the happening of such liquidation, dissolution or
winding up had the Warrant been exercised in full and the shares of Common Stock
in respect of such exercise issued immediately prior to the occurrence of such
liquidation, dissolution or winding-up.

                                       9

<PAGE>

          2.10. OTHER DILUTIVE EVENTS. In case any event shall occur as to which
the provisions of Section 2 are not strictly applicable but the failure to make
any adjustment would not fairly protect the exercise rights with respect to the
Warrant in accordance with the essential intent and principles of such Section,
then, in each such case, the Company shall appoint a firm of independent
certified public accountants of recognized national standing (which may be the
regular auditors of the Company), which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in Section 2, necessary to preserve, without dilution,
the exercise rights represented by the Warrant. Upon receipt of such opinion,
the Company will promptly mail a copy thereof to the Holder of the Warrant and
shall make the adjustments, if any, described therein.

          2.11. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of
its certificate of incorporation or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms hereof, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
reasonably necessary or appropriate in order to protect the rights of the
Holders of this Warrant against dilution in respect of which the Holders are not
fully protected by this Section 2 or other impairment. Without limiting the
generality of the foregoing, the Company

          (a) will not permit the par value of any shares of Common Stock
     receivable upon the exercise of the Warrant to exceed the amount payable
     therefor upon such exercise,

          (b) will take all such action as may be necessary or appropriate in
     order that the Company may validly and legally issue fully paid and
     nonassessable shares of stock on the exercise of the Warrant from time to
     time outstanding,

          (c) will not take any action which results in any adjustment of the
     Warrant Price if the total number of shares of Common Stock (or Other
     Securities) issuable after such action upon the complete exercise of the
     Warrant would exceed the total number of shares of Common Stock (or Other
     Securities) then authorized by the Company's certificate of incorporation
     and available for the purpose of issue upon such exercise, and

          (d) will not (i) issue any equity securities (other than Common Stock
     or Convertible Securities) that participate with the shares of Common Stock
     in

                                       10

<PAGE>

     dividends, distributions and/or other rights ("Other Dilutive Securities"),
     or (ii) declare or make dividends or distributions (whether of evidences of
     indebtedness of the Company, cash, assets or securities, including, without
     limitation, options, warrants or other rights to acquire Common Stock) in
     respect of any Other Dilutive Securities or Convertible Securities, unless,
     in each case, this Section 2 is first amended so as to provide the Holders
     of the Warrant with full protection against dilution caused by or resulting
     from such issuances, dividends or distributions.

          2.12. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION 2.
The following provisions shall be applicable to the making of adjustments to the
number of shares of Common Stock for which the Warrant is exercisable provided
for in this Section 2:

          (i) COMPUTATION OF CONSIDERATION. To the extent that any shares of
     Common Stock or any Convertible Securities or any warrants or other
     rights to subscribe for or purchase any shares of Common Stock or any
     Convertible Securities shall be issued for cash consideration, the cash
     consideration received by the Company therefor shall be the amount of
     the cash received by the Company therefor, or, if such shares of Common
     Stock or Convertible Securities are offered by the Company for
     subscription, the subscription price, or, if such shares of Common Stock
     or Convertible Securities are sold to underwriters or dealers for public
     offering without a subscription offering, the initial public offering
     price (in any such case subtracting (A) any amounts paid or receivable
     for accrued interest or accrued dividends and without taking into
     account (B) any compensation, discounts or expenses paid or incurred by
     the Company for and in the underwriting of, or otherwise in connection
     with, the issuance thereof). To the extent that such issuance shall be
     for a consideration other than cash, then, except as herein otherwise
     expressly provided, the amount of such consideration shall be deemed to
     be fair value of such consideration at the time of such issuance as
     determined in good faith by the Board of Directors of the Company. In
     case any shares of Common Stock or any Convertible Securities or any
     warrants or other rights to subscribe for or purchase such shares of
     Common Stock or Convertible Securities shall be issued in connection
     with any merger in which the Company issues any securities, the amount
     of consideration therefor shall be deemed to be the fair value, as
     determined by an independent investment banking firm retained by the
     Company, which firm may be an independent investment banking firm
     regularly retained by the Company, of such portion of the assets and
     business of the nonsurviving corporation as such firm shall determine to
     be attributable to

                                       11

<PAGE>

     such shares of Common Stock, Convertible Securities, warrants or other
     rights, as the case may be. The consideration for any shares of Common
     Stock issuable pursuant to any warrants or other rights to subscribe for
     or purchase the same shall be the consideration received by the Company
     for issuing such warrants or other rights plus the additional
     consideration payable to the Company upon exercise of such warrants or
     other rights. The consideration for any shares of Common Stock issuable
     pursuant to the terms of any Convertible Securities shall be the
     consideration, if any, received by the Company for issuing warrants or
     other rights to subscribe for or purchase such Convertible Securities,
     plus the consideration paid or payable to the Company in respect of the
     subscription for or purchase of such Convertible Securities, plus the
     additional consideration, if any, payable to the Company upon the
     exercise of the right of conversion or exchange in such Convertible
     Securities. In case of the issuance at any time of any shares of Common
     Stock or Convertible Securities in payment or satisfaction of any
     dividends upon any class of stock other than Common Stock, the Company
     shall be deemed to have received for such shares of Common Stock or
     Convertible Securities a consideration equal to the amount of such
     dividend so paid or satisfied.

          (ii) COMPUTATION OF ASSET VALUE. To the extent that any Assets shall
     be distributed to all holders of the Company's outstanding Common Stock in
     cash, the value of such Assets shall be the amount of cash so distributed,
     or, if such Assets are securities offered by the Company for subscription,
     the subscription price, or if such Assets are securities sold to
     underwriters or dealers for public offering without a subscription
     offering, the initial public offering price (in any such case adding any
     accrued interest or dividends but without taking into account any
     compensation, discounts or expenses paid or incurred by the Company in
     connection therewith). To the extent that the Company shall so distribute
     Assets other than cash, except as herein otherwise expressly provided, then
     the value of such Assets shall be deemed to be fair value of such Assets at
     the time of such distribution as determined in good faith by the Board of
     Directors of the Company.

          (iii) WHEN ADJUSTMENT TO BE MADE. The adjustments required by this
     Section 2 shall be made whenever and as often as any specified event
     requiring an adjustment shall occur, except that any adjustment of the
     number of shares of Common Stock for which the Warrant is exercisable that
     would otherwise be required may be postponed (except in the case of a
     subdivision or combination of shares of the Common Stock, as provided for
     in Section 2.2) up to but not beyond the date of exercise if such
     adjustment either by itself or with other adjustments

                                       12

<PAGE>

     not previously made adds or subtracts less than 1% of the shares of
     Common Stock for which the Warrant is exercisable immediately prior to the
     making of such adjustment. Any adjustment representing a change of less
     than such minimum amount (except as aforesaid) which is postponed shall be
     carried forward and made as soon as such adjustment, together with other
     adjustments required by this Section 2 and not previously made, would
     result in a minimum adjustment or on the date of exercise. For the purpose
     of any adjustment, any specified event shall be deemed to have occurred at
     the close of business on the date of its occurrence.

          (iv) FRACTIONAL INTEREST; ROUNDING. In computing adjustments under
     this Section 2, fractional interests in Common Stock shall be taken into
     account to the nearest 1/10th of a share, and adjustments in the Warrant
     Price shall be made to the nearest $.01.

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

          (vi) ESCROW OF WARRANT STOCK. If the Holder exercises the Warrant
     after any property becomes distributable by reason of the taking of any
     record of the holders of Common Stock as described in this Section 2, but
     prior to the occurrence of the event for which such record is taken, any
     shares of Common Stock issuable upon exercise by reason of any adjustment
     required by this Section 2 shall be deemed the last shares of Common Stock
     for which the Warrant is exercised (notwithstanding any other provision to
     the contrary herein). Such shares or other property shall be held in escrow
     for the Holder by the Company to be issued to the Holder upon and to the
     extent that the event actually takes place, upon payment of the Exercise
     Price. Notwithstanding any other provision to the contrary herein, if the
     event for which such record was taken fails to occur or is rescinded, then
     such escrowed shares shall be canceled by the Company and escrowed property
     returned.

          (vii) SHAREHOLDER RIGHTS PLANS. Rights or warrants distributed by the
     Company to all holders of Common Stock and Preferred Stock pursuant to a

                                       13

<PAGE>

     shareholder rights plan (or "poison pill") entitling the holders thereof to
     subscribe for or purchase shares of the Company's capital stock, which
     rights or warrants, until the occurrence of a specified event or events (a
     "Trigger Event"), (X) are deemed to be transferred with the Common Stock in
     respect of which they are issued, (Y) are not exercisable, and (Z) are also
     issued in respect of future issuances of Common Stock, shall be deemed not
     to have been distributed for purposes of Section 2.6 and 2.7 (and no
     adjustment to the Warrant Price under those Sections shall be required)
     until the occurrence of the earliest Trigger Event. If upon the occurrence
     of any event such right or warrant becomes exercisable to purchase
     different securities, evidences of indebtedness or other assets or entitles
     its holder to purchase a different amount of the foregoing or to purchase
     any of the foregoing at a different purchase price (an "Other Trigger
     Event"), then the occurrence of each such Other Trigger Event shall be
     deemed to be the date of issuance and Record Date with respect to a new
     right or warrant (and a termination or expiration of the existing right or
     warrant without exercise by the holder thereof to the extent not actually
     exercised). In addition, in the event of any distribution (or deemed
     distribution) of rights or warrants, or any Trigger Event or Other Trigger
     Event with respect thereto, that resulted in an adjustment of the Warrant
     Price under Section 2.6 or 2.7, (1) in the case of any such rights or
     warrants which shall have been redeemed or repurchased without exercise by
     the holders thereof, the Warrant Price shall be adjusted upon such
     redemption or repurchase to give effect to such distribution, Trigger Event
     or Other Trigger Event, as the case may be, as though it were an
     extraordinary cash distribution equal to the per-share redemption or
     repurchase price received by a holder of Common Stock with respect to such
     rights or warrants (assuming such holder had retained such rights), made to
     all holders of Common Stock on the date of such redemption or repurchase,
     and (2) in the case of such rights or warrants all of which shall have
     expired or been terminated without exercise, the Warrant Price shall be
     readjusted as if such rights or warrants had never been issued.

          3. NOTICE OF ADJUSTMENT. Whenever the number of shares of Common Stock
for which the Warrant is exercisable or the Warrant Price shall be adjusted
pursuant to Section 2, the Company shall forthwith prepare a certificate to be
executed by the chief financial officer of the Company setting forth, in
reasonable detail, the event requiring the adjustment, the method by which the
adjustment was calculated, the number of shares of Common Stock for which the
Warrant is exercisable and the Warrant Price after giving effect to such
adjustment or change. The Company shall promptly cause a signed copy of such
certificate to be delivered to the Holder. The Company shall keep at the office
of

                                       14

<PAGE>

the Company copies of all such certificates and cause the same to be
available for inspection during normal business hours by the Holder.

          4. ACCOUNTANTS' REPORT AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment to the shares of Common Stock (or Other Securities)
issuable upon the exercise of the Warrant, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms of
the Warrant and cause independent public accountants of recognized national
standing selected by the Company (which may be the regular auditors of the
Company) to verify such computation and prepare a report setting forth such
adjustment or readjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or readjustment is
based, including without limitation a statement of (A) the consideration
received or to be received by the Company for any shares of Common Stock issued
or sold or deemed to have been issued, (B) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (C) the Warrant Price in effect
immediately prior to such issuance or sale and as adjusted and readjusted (if
required by Section 2) on account thereof. The Company shall forthwith mail a
copy of each such report to each Holder and shall, upon the written request at
any time of any Holder, furnish to such Holder a like report setting forth the
Warrant Price at the time in effect and showing in reasonable detail how it was
calculated. The Company shall also keep copies of all such reports at its
principal office and shall cause the same to be available for inspection at such
office during normal business hours by any Holder or any prospective purchaser
of a Warrant designated by the Holder.

          5. NOTICES OF CORPORATE ACTION. In the event of

          (a) any taking by the Company of a record of the holders of its Common
     Stock or Preferred Stock for the purpose of determining the holders thereof
     who are entitled to receive any dividend payable in, or other distribution
     of, shares of Common Stock, or any other dividend (other than a regular
     quarterly dividend payable in cash out of earned surplus in an amount not
     exceeding 2% of the average of the Market Price of the Common Stock on the
     fifteen trading days immediately preceding the date of the declaration of
     such dividend) or other distribution, or any right to subscribe for,
     purchase or otherwise acquire any shares of Common Stock or any Convertible
     Securities, or to receive any other right,

                                       15

<PAGE>

          (b) any subdivision of outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or any combination of such shares
     into smaller number of shares of Common Stock,

          (c) any issuance of Contingent Stock, any capital reorganization of
     the Company, any reclassification or recapitalization of the capital stock
     of the Company or any consolidation or merger involving the Company and any
     other Person or any transfer of all or substantially all the assets of the
     Company to any other Person, or

          (d) any voluntary or involuntary dissolution, liquidation or
     winding-up of the Company,

the Company shall mail to each Holder a notice specifying (I) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right, (II) the date or expected date on which any such
subdivision, combination or issuance is to take place, and the amount of Common
Stock or Contingent Stock that shall be the subject of such subdivision,
combination or issuance and (III) the date or expected date on which any such
reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be
mailed at least 15 Business Days prior to the date specified in subdivisions
(i), (ii) and (iii) above.

          6. RESTRICTIONS ON TRANSFER. (a) Other than as specifically approved
by a majority of the Non-Investor Directors, prior to the second anniversary of
the Closing Date, the Purchaser shall not, directly or indirectly, sell,
transfer or otherwise dispose of any Warrants (except to any Affiliate of the
Purchaser).

          (b) Other than as specifically approved by a majority of the Non-
Investor Directors, prior to the fifth anniversary of the Closing Date,
Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose
of the Warrant, in whole or in part, except (I) pursuant to a registered
underwritten public offering effected under the Registration Rights Agreement
with the intent to achieve a broad distribution, (II) in accordance with the
volume and manner-of-sale limitations of Rule 144 promulgated

                                       16

<PAGE>

under the Securities Act of 1933 (the "Securities Act") (regardless of
whether such limitations are applicable), (III) in a transaction exempt from the
registration requirements of the Securities Act with any Person or group (within
the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934 (the
"Exchange Act")) of Persons, if, prior to and after giving effect to such sale,
such Person or group of Persons (X) does not or would not, to Purchaser's
knowledge after due inquiry, Beneficially Own (provided that for purposes of
this Section 6(b) a Person shall be deemed to Beneficially Own all shares that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time) 5% or more of the then
outstanding shares of Common Stock or (Y) is an investment company registered
under the Investment Company Act of 1940, as amended, or (IV) in connection with
a Buyout Transaction. Purported transfers of the Warrant that are not in
compliance with this Section 6(b) shall be of no force or effect.

          (c) The provisions of Sections 6(a) and 6(b) shall terminate and be of
no further force or effect on the earliest to occur of (I) the fifth anniversary
of the Closing Date, (II) the date on which the percentage of the Total Voting
Power represented by the aggregate voting power of all Voting Securities then
owned by Purchaser (other than any Voting Securities acquired in violation of
the Investment Agreement) is greater than 50%, and (III) the first public
disclosure of a Third-Party Bid (provided, however, that if such Third-Party Bid
is thereafter abandoned, terminated or withdrawn, the provisions of Sections
6(a) and 6(b) hereof shall be reinstated, although any action taken or agreement
or arrangement entered into by Purchaser after such first public disclosure and
prior to such reinstatement (or the consummation of any such action, agreement
or arrangement, whether before or, unless such action, agreement or arrangement
shall be a tender offer or other public offer with respect to the Company, after
such reinstatement) shall not be deemed to breach Sections 6(a) and 6(b) hereof
as a result of such reinstatement).

          (d) Prior to the seventh anniversary of the Closing Date, Purchaser
will not, directly or otherwise, dispose of the Warrant, or any portion thereof,
representing the right to acquire 15% or more of the then outstanding Common
Stock to any Person or group (within the meaning of Section 13(d)(3) of the
Exchange Act) without first offering the Company the right to make an offer to
purchase the Warrant proposed to be so sold, transferred or otherwise disposed
of. The provisions of the previous sentence shall terminate and be of no effect
on the earlier to occur of (I) the date on which the percentage of the Total
Voting Power represented by the aggregate voting power of all Voting Securities
then owned by Purchaser (other than any Voting Securities acquired in violation
of the Investment Agreement) is greater than 50%, and (II) the first public

                                       17

<PAGE>

disclosure of a Third-Party Bid (provided, however, that if such Third-Party Bid
is thereafter abandoned, terminated or withdrawn, the provisions of this Section
6(d) shall be reinstated, although any action taken or agreement or arrangement
entered into by Purchaser after such first public disclosure and prior to such
reinstatement (or the consummation of any such action, agreement or arrangement,
whether before or, unless such action, agreement or arrangement shall be a
tender offer or other public offer with respect to the Company, after such
reinstatement) shall not be deemed to breach this Section 6(d) as a result of
such reinstatement).

          (e) Any shares issued upon the exercise of the Warrant shall be
considered "Shares" for purposes of the 1998 Investment Agreement and shall be
subject to the transfer restrictions stated in Article VII thereof.

          (f) Except as otherwise permitted by this Section 6, the Warrant
originally issued pursuant to the 1999 Investment Agreement, each Warrant issued
upon direct or indirect transfer or in substitution for any Warrant pursuant to
Section 12 hereof, each certificate for Common Stock (or Other Securities)
issued upon the exercise of any Warrant and each certificate issued upon the
direct or indirect transfer of any such Common Stock (or Other Securities)
(other than, with respect to the first legend, shares of Common Stock (or Other
Securities), Warrants or Warrant Shares that are no longer subject to the
provisions of Section 6(a) and other than, with respect to the second legend,
shares of Common Stock (or Other Securities), Warrants or Warrant Shares which
have been transferred in a transaction registered under the Securities Act or
exempt from the registration requirements of the Securities Act pursuant to Rule
144 thereunder or any similar rule or regulation) shall be stamped or otherwise
imprinted with a legend in substantially the following form:

          "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
     RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION."

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

                                       18

<PAGE>

          (g) The restrictions imposed by Section 6(f) hereof upon the
transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities (A) when such securities shall have been
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering such Restricted Securities, (B) when,
in the opinion of counsel for the Holder, which counsel shall be reasonably
satisfactory to the Company, such restrictions are no longer required in order
to insure compliance with the Securities Act, or (C) when such securities have
been beneficially owned, by a Person who has not been an affiliate of the
Company for at least three months, for a period of at least one year (or such
shorter period as may be applicable under Rule 144 under the Securities Act or
any successor thereto), all as determined under Rule 144 under the Securities
Act. Whenever such restrictions shall terminate as to any Restricted Securities,
as soon as practicable thereafter and in any event within five days, the Holder
thereof shall be entitled to receive from the Company, without expense (other
than transfer taxes, if any), new securities of like tenor not bearing the
applicable legend set forth in Section 6(f) hereof.

          7. REGISTRATION RIGHTS. The Warrant and all shares of Common Stock
(and Other Securities) issued upon the exercise of the Warrant are subject to
and entitled to the benefits of the registration rights provisions set forth in
the Registration Rights Agreement, dated as of June 10, 1998, between the
Company and the Purchaser, as amended from time to time (the "Registration
Rights Agreement").

          8. AVAILABILITY OF INFORMATION. The Company shall comply with the
reporting requirements of sections 13 and 15(d) of the Exchange Act (whether or
not it shall be required to do so pursuant to such sections) and shall comply
with all public information reporting requirements of the Commission (including
Rule 144 promulgated by the Commission under the Securities Act) from time to
time in effect and relating to the availability of an exemption from the
Securities Act for the sale of any Restricted Securities. The Company shall
cooperate with each holder of any Restricted Securities in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms presently or hereafter required by the Commission as
a condition to the availability of an exemption from the Securities Act for the
sale of any Restricted Securities. The Company shall furnish to the Holder, or
to any Holder of a portion of the Warrant, promptly upon their becoming
available, copies of all reports on Form 10-K and Form 10-Q and proxy statements
filed by the Company with the Commission, and copies of all regular and periodic
reports and all registration statements and prospectuses filed by the Company
with any securities exchange or with the Commission.

                                       19

<PAGE>

          9. RESERVATION OF STOCK, ETC. The Company shall at all times reserve
and keep available, solely for issuance and delivery upon exercise of the
Warrant, the number of shares of Common Stock (or Other Securities) from time to
time issuable upon exercise of the Warrant at the time outstanding. All shares
of Common Stock (or Other Securities) shall be duly authorized and, when issued
upon such exercise, shall be validly issued and, in the case of shares, fully
paid and nonassessable with no liability on the part of the holders thereof.

          10. REPURCHASES OF STOCK. The Company shall not repurchase any shares
of Common Stock (or Other Securities) if as a result thereof the exercisability
of the Warrant may be impaired, restricted or otherwise limited.

          11. LISTING ON SECURITIES EXCHANGES. The Company shall list on each
national securities exchange on which any Common Stock may at any time be
listed, and shall maintain such listing of, all shares of Common Stock from time
to time issuable upon the exercise of the Warrant, subject to official notice of
issuance upon the exercise of the Warrant. The Company shall also so list on
each national securities exchange, and shall maintain such listing of, any Other
Securities, if at the time any securities of the same class shall be listed on
such national securities exchange by the Company. In addition, at the request of
the Purchaser, the Company shall list on each national securities exchange on
which any Common Stock may at any time be listed, and shall maintain such
listing of, the Warrant.

          12. OWNERSHIP, TRANSFER AND SUBSTITUTION OF THE WARRANT. 12.1.
OWNERSHIP OF WARRANT. The Company may treat the Person in whose name the
Warrant, or any Warrant or Warrants issued in substitution therefor, is
registered on the register kept at the principal office of the Company as the
owner and the Holder thereof for all purposes, notwithstanding any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes, notwithstanding any notice to the
contrary. Subject to Section 6, a Warrant, if properly assigned, may be
exercised by a new Holder without first having a new Warrant issued.

                  12.2. TRANSFER AND EXCHANGE OF THE WARRANT. Upon the surrender
of the Warrant, properly endorsed, for registration of transfer or for exchange
at the principal office of the Company, the Company at its expense shall
(subject to compliance with Section 6, if applicable) execute and deliver to or
upon the order of the Holder thereof a new Warrant or Warrants of like tenor, in
the name of such Holder or as such Holder

                                       20

<PAGE>

(upon payment by such Holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.

          12.3. REPLACEMENT OF THE WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant
held by a Person other than the Purchaser, upon delivery of indemnity reasonably
satisfactory to the Company in form and amount or, in the case of any such
mutilation, upon surrender of such Warrant for cancellation at the principal
office of the Company, the Company at its expense shall execute and deliver, in
lieu thereof, a new Warrant of like tenor.

          13. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

          1998 INVESTMENT AGREEMENT: the meaning specified in the second
paragraph of the Warrant.

          1999 INVESTMENT AGREEMENT: the meaning specified in the second
paragraph of the Warrant.

          ADDITIONAL SHARES OF COMMON STOCK: all shares (including treasury
shares but excluding Contingent Stock) of Common Stock issued or sold by the
Company after the Closing Date, whether or not subsequently reacquired or
retired by the Company, other than (I) shares of Common Stock issued upon the
exercise of the Warrant and the Special Warrant; (II) shares issued or sold
pursuant to the exercise or conversion of options, warrants, convertible
securities, or other rights that were disclosed on the Revised Option Schedule;
(III) shares issued or sold to the Company's Employee Stock Purchase Plan, or
any successor plan thereto, to the extent such shares are issued or sold at a
purchase price not less than 85% of the Market Price; (IV) shares issued or sold
to Purchaser or its Affiliates; or (V) shares issued upon the conversion of, or
for the purchase of, any 2001 Notes or the 2003 Notes outstanding immediately
following the Distributions; or (VI) shares issued upon the conversion of the
Preferred Shares.

          AFFILIATE: with respect to any Person, any Person that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person.

          ASSETS: the meaning specified in Section 2.3.

                                       21

<PAGE>

          BENEFICIALLY OWN: with respect to any securities shall mean having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing.

          BUSINESS DAY: any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in the City of New York are authorized by
law to be closed, PROVIDED that, in determining the period within which
certificates or Warrants are to be issued and delivered pursuant to Section 1.3
at a time when shares of Common Stock (or Other Securities) are listed or
admitted to trading on any national securities exchange or in the
over-the-counter market and in determining the Market Price of any securities
listed or admitted to trading on any national securities exchange or in the
over-the-counter market, "Business Day" shall mean any day when the principal
exchange in which securities are then listed or admitted to trading is open for
trading or, if such securities are traded in the over-the-counter market in the
United States, such market is open for trading, and PROVIDED FURTHER that any
reference to "days" (unless Business Days are specified) shall mean calendar
days.

          BUYOUT TRANSACTION: a tender offer, merger, sale of all or
substantially all the Company's assets or any similar transaction that offers
each holder of Voting Securities (other than, if applicable, the Person
proposing such transaction) the opportunity to dispose of Voting Securities
Beneficially Owned by each such holder for the same consideration or otherwise
contemplates the acquisition of Voting Securities Beneficially Owned by each
such holder for the same consideration.

          CLOSING DATE: the meaning specified in the second paragraph of the
Warrant.

          COMMISSION: the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act or the Exchange Act,
whichever is the relevant statute for the particular purpose.

          COMMON STOCK: the Company's Common Stock, as constituted on the date
hereof, any stock into which such Common Stock shall have been changed or any
stock resulting from any reclassification of such Common Stock, and all other
stock of any class or classes (however designated) of the Company the holders of
which have the right, without limitation as to amount, either to all or to a
share of the balance of current

                                       22

<PAGE>

dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.

          COMPANY: the meaning specified in the opening paragraphs of the
Warrant.

          CONTINGENT STOCK: shares of Common Stock issued after the Closing Date
pursuant to (I) the Amendment to Stock Purchase Agreement, dated as of June 20,
1996, by and between the Company and Eric Watson, as the same may be amended
from time to time, or (II) any security, option, warrant, call, subscription,
right, contract, commitment, arrangement or understanding in existence on
January 12, 1998 or June 10, 1998 but not disclosed on the Revised Option
Schedule.

          CONVERTIBLE SECURITIES: any evidences of indebtedness (other than 2001
Notes and 2003 Notes), shares of stock (other than Common Stock) or other
securities directly or indirectly convertible into or exchangeable for
Additional Shares of Common Stock.

          EXCHANGE ACT: the Securities Exchange Act of 1934, or any successor
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time. Reference to a particular section of the
Securities Exchange Act of 1934 shall include a reference to the comparable
section, if any, of any such successor statute.

          EXERCISE PRICE: the meaning specified in Section 1.1.

          HOLDER: the meaning specified in Section 1.1.

          INITIAL EXERCISE SHARES: the meaning specified in the opening
paragraphs of the Warrant.

          INVESTMENT AGREEMENT: the meaning specified in the second paragraph of
the Warrant.

          MARKET PRICE: on any date specified herein, (A) in the case of
securities that have an existing public trading market, the amount per security
equal to (I) the last sale price of such security, regular way, on such date or,
if no such sale takes place on such date, the average of the closing bid and
asked prices thereof on such date, in each case as officially reported on the
principal national securities exchange on which the same are then listed or
admitted to trading, or (II) if no such security is then listed or admitted

                                       23

<PAGE>

to trading on any national securities exchange but such security is
designated as a national market system security by the NASD, the last trading
price of such security on such date, or if such security is not so designated,
the average of the reported closing bid and asked prices thereof on such date as
shown by the NASD automated quotation system or, if no shares thereof are then
quoted in such system, as published by the National Quotation Bureau,
Incorporated or any successor organization, and in either case as reported by
any member firm of the New York Stock Exchange selected by the Company, and (B)
in the case of securities that do not have an existing public trading market and
in the case of other property, the higher of (I) the book value thereof as
determined by agreement between the Company and the Holder, or if the Company
and the Holder fail to agree, by any firm of independent public accountants of
recognized standing selected by the Board of Directors of the Company, as of the
last day of any month ending within 60 days preceding the date as of which the
determination is to be made and (II) the fair value thereof (W) determined by an
agreement between the Company and the Holder or (X) if the Company and the
Holder fail to agree, determined jointly by an independent investment banking
firm retained by the Company and by an independent investment banking firm
retained by the Holder, either of which firms may be an independent investment
banking firm regularly retained by the Company or the Holder or (Y) if the
Company or the Holder shall fail so to retain an independent investment banking
firm within five Business Days of the retention of such firm by the Holder or
the Company, as the case may be, determined solely by the firm so retained or
(Z) if the firms so retained by the Company and by the Holder shall be unable to
reach a joint determination within 15 Business Days of the retention of the last
firm so retained, determined by another independent investment banking firm
chosen by the first two such firms and which is not a regular investment banking
firm of the Company or the Holder.

          NASD: the National Association of Securities Dealers, Inc.

          NON-INVESTOR DIRECTOR: any member of the Board of Directors not
nominated by the Purchaser pursuant to Article IV of the Investment Agreement.

          OTHER SECURITIES: any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) which the
Holder at any time shall be entitled to receive, or shall have received, upon
the exercise of the Warrant, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or other securities pursuant to Section 2.9 or
otherwise.

                                       24

<PAGE>

          PERSON: an individual, a partnership, an association, a joint venture,
a corporation, a business, a trust, an unincorporated organization or a
government or any department, agency or subdivision thereof.

          PREFERRED SHARES: the shares of Series A Non-Voting Participating
Convertible Preferred Stock purchased by Purchaser pursuant to the 1999
Investment Agreement.

          PREFERRED STOCK: the shares of preferred stock of the Company, par
value $.001 per share.

          PUBLIC OFFERING: any offering of Common Stock to the public pursuant
to an effective registration statement under the Securities Act.

          PURCHASER: the meaning specified in the first paragraph of the
Warrant.

          REGISTRATION RIGHTS AGREEMENT: the meaning specified in Section 7 of
the Warrant.

          RESTRICTED SECURITIES: (A) any Warrants bearing the applicable legend
set forth in Section 6(f), (B) any shares of Common Stock (or Other Securities)
which have been issued upon the exercise of Warrants and which are evidenced by
a certificate or certificates bearing the applicable legend set forth in such
section, and (C) unless the context otherwise requires, any shares of Common
Stock (or Other Securities) which are at the time issuable upon the exercise of
Warrants and which, when so issued, shall be evidenced by a certificate or
certificates bearing the applicable legend set forth in such section.

          REVISED OPTION SCHEDULE: the schedule, dated June 10, 1998 and
delivered to the Purchaser on such date, listing options, warrants, convertible
securities and other rights relating to capital stock of the Company.

          SECURITIES ACT: the Securities Act of 1933, or any successor statute,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time. Reference to a particular section of the
Securities Act of 1933 shall include a reference to the comparable section, if
any, of any such successor statute.

          SPECIAL WARRANT: the Common Stock Purchase Special Warrant issued
pursuant to the 1999 Investment Agreement.

                                       25

<PAGE>

          SUBSIDIARY: as to any Person, any corporation at least a majority of
the shares of stock of which having general voting power under ordinary
circumstances to elect a majority of the Board of Directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency) is, at the time as of which the determination is being made, owned
by such Person, or one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries.

          "THIRD-PARTY BID" means an unsolicited bona fide tender offer or other
public offer by a Person other than Purchaser, an Affiliate thereof or the
Company or any of its Subsidiaries (a "THIRD PARTY") to purchase a number of
shares of Common Stock which, together with the shares of Common Stock
Beneficially Owned by such Third Party, would result in the Third Party being
the Beneficial Owner of 25% or more of the shares of Common Stock outstanding.

          TOTAL VOTING POWER: at any time the total combined voting power in the
general election of directors of all the Voting Securities then outstanding.

          TRANSACTION: the meaning specified in Section 2.9.

          TRANSFER: unless the context otherwise requires, any sale, assignment,
pledge or other disposition of any security, or of any interest therein, which
could constitute a "sale" as that term is defined in Section 2(3) of the
Securities Act.

          2001 NOTES: 5 1/2% convertible subordinated notes due 2001 issued
pursuant to an Indenture, dated as of February 7, 1996, between the Company and
State Street Bank and Trust Company.

          2003 NOTES: 5 1/2% convertible subordinated notes due 2003 issued
pursuant to an Indenture, dated as of May 22, 1996, between the Company and
Chase Manhattan Bank, N.A.

          VOTING SECURITIES: at any time shares of any class of capital stock of
the Company which are then entitled to vote generally in the election of
directors.

          WARRANT: the meaning specified in the second paragraph of the Warrant.

                                       26

<PAGE>

          WARRANT PRICE: the meaning specified in Section 2.1.

          WARRANT SHARES: the shares of Common Stock (and Other Securities)
issuable upon exercise of the Warrant.

          14. REMEDIES. The Company stipulates that the remedies at law of the
Holder in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of the Warrant are not and
shall not be adequate and that, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

          15. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in the
Warrant shall be construed as conferring upon the Holder hereof any rights as a
stockholder of the Company or as imposing any liabilities on such Holder to
purchase any securities or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.

          16. NOTICES. All notices and other communications under the Warrant,
except notices of the exercise of any Warrant (which shall be effected in the
manner provided in Section 1), shall be in writing and shall be mailed by
registered or certified mail, return receipt requested, addressed as follows or
to such other address as such party may have designated to the other in writing:

          (a) if to the Purchaser, to it at:

                 CDR-PC Acquisition, L.L.C.
                 c/o Clayton, Dubilier & Rice Fund V
                          Limited Partnership
                 1043 Foulk Road, Suite 106
                 Wilmington, Delaware 19803

                                       27

<PAGE>

          with a copy to:

                 Clayton, Dubilier & Rice, Inc.
                 375 Park Avenue
                 New York, New York  10152

                 Attention:  Brian D. Finn
                 Telecopy No.:  (212) 893-7061

          with a copy to:

                 Debevoise & Plimpton
                 875 Third Avenue
                 New York, New York  10022

                 Attention:  Franci J. Blassberg
                 Telecopy No.:  (212) 909-6836

          (b) if to any other Holder or any holder of any Common Stock (or Other
          Securities), at the registered address of such Holder as set forth in
          the register kept at the principal office of the Company,

                 or

          (c) if to the Company, to it at:

                 U.S. Office Products Company
                 1025 Thomas Jefferson Street, N.W.
                 Suite 600 East
                 Washington, D.C. 20007

                 Attention:  Mark D. Director
                 Telecopy No.:  (202) 339-6727

                                       28

<PAGE>

          with a copy to:

                 Wilmer, Cutler & Pickering
                 2445 M Street, N.W.
                 Washington, D.C. 20037

                 Attention: George P. Stamas
                 Telecopy No.:  (202) 663-6363

          17. MISCELLANEOUS. The Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The agreements of the Company contained in the Warrant other than
those applicable solely to the Warrant and the Holder thereof shall inure to the
benefit of and be enforceable by any Holder or Holders at the time of any shares
of Common Stock (or Other Securities) issued upon the exercise of the Warrant,
whether so expressed or not. THE WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION). The section headings in the Warrant are for purposes of
convenience only and shall not constitute a part hereof.

          18. EXPIRATION; NOTICE. The Company shall give the Holder no less than
45 days' nor more than 90 days' notice of the expiration of the right to
exercise the Warrant. The right to exercise the Warrant shall expire at 5:00
P.M., New York City time, on June 10, 2010, unless the Company shall fail to
give such notice as aforesaid, in which event the right to exercise the Warrant
shall not expire until 5:00 P.M., New York City time, on a date 45 days after
the date on which the Company shall give the Holder hereof notice of the
expiration of the right to exercise the Warrant.

                                    U.S. OFFICE PRODUCTS COMPANY



                                    By: /s/ Mark D. Director
                                       --------------------------------
                                       Name:  Mark D. Director
                                       Title: Executive Vice President
                                              Administration, General
                                              Counsel and Secretary

                                       29

<PAGE>

                              FORM OF SUBSCRIPTION

                 (To be executed only upon exercise of Warrant)

To: U.S. Office Products Company

          The undersigned registered holder of the within Warrant hereby
     irrevocably exercises such Warrant for, and purchases thereunder,
     ________* shares of Common Stock of U.S. Office Products Company, and
     herewith makes payment [of $ ]** [by application, pursuant to
     Section 1.1(b) of such Warrant, of [a portion of] the Warrant representing
     a right to purchase ________* shares of Common Stock],*** and requests
     that the certificates for such shares be issued in the name of, and
     delivered to ______________ whose address is __________.


Dated: ______________


                                  [HOLDER]****

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

*         Insert here the number of shares called for on the face of the Warrant
          (or, in the case of a partial exercise, the portion thereof as to
          which the Warrant is being exercised), in either case without making
          any adjustment for additional Common Stock or any other stock or other
          securities or property or cash which, pursuant to the adjustment
          provisions of the Warrant, may be delivered upon exercise. In the case
          of a partial exercise, a new Warrant or Warrants shall be issued and
          delivered, representing the unexercised portion of the Warrant, to the
          holder surrendering the same.

**        Delete inapplicable language in brackets.

***       Delete inapplicable language in brackets.

****      Signature must conform in all respects to name of holder as specified
          on the face of the Warrant.

                                       30

<PAGE>


                                    [Address]


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



                                       31

<PAGE>


                               FORM OF ASSIGNMENT


                 (To be executed only upon transfer of Warrant)

          For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto ________________ the right
represented by such Warrant to purchase ______ shares of Common Stock of U.S.
Office Products Company to which such Warrant relates, and appoints ___________
Attorney to make such transfer on the books of U.S. Office Products Company
maintained for such purpose, with full power of substitution in the premises.


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

                                      [HOLDER]*****
                                      [Address]


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


Signed in the presence of:

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




--------------------------
***** Signature must conform in all respects to name of holder as specified on
the face of the Warrant.


                                       32