<PAGE>   1
10.55 EXHIBIT

                                     WARRANT

                      To Purchase Shares of Common Stock of

                                BIO-PLEXUS, INC.

                             At a Purchase Price of

                                $2.283 per Share

                   (Subject to Adjustment as Provided herein)

                    No. of Shares of Common Stock: 1,314,060
<PAGE>   2
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
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Section                                                                                                       Page
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<S>                                                                                                           <C>
1.   DEFINITIONS...............................................................................................1

2.   EXERCISE OF WARRANT.......................................................................................4

         2.1.     Manner of Exercise...........................................................................4
         2.2.     Call Option..................................................................................5
         2.3.     Payment of Taxes.............................................................................5
         2.4.     Fractional Shares............................................................................6

3.   TRANSFER, DIVISION AND COMBINATION........................................................................6

         3.1.     Transfer.....................................................................................6
         3.2.     Division and Combination.....................................................................6
         3.3.     Expenses.....................................................................................6
         3.4.     Maintenance of Books.........................................................................6

4.   ADJUSTMENTS...............................................................................................6

         4.1.     Stock Dividends, Subdivisions and Combinations...............................................7
         4.2.     Certain Other Distributions..................................................................7
         4.3.     Issuance of Additional Shares of Common Stock................................................8
         4.4.     Issuance of Warrants or Other Rights.........................................................9
         4.5.     Issuance of Convertible Securities...........................................................9
         4.6.     Superseding Adjustment.....................................................................130
         4.7.     Other Provisions Applicable to Adjustments under this Section..............................140
         4.8.     Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets............12
         4.9.     Other Action Affecting Common Stock.........................................................13
         4.10.    Certain Limitations.........................................................................13

5.   NOTICES TO WARRANT HOLDERS...............................................................................13

         5.1.     Notice of Adjustments.......................................................................13
         5.2.     Notice of Corporate Action..................................................................13
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
<S>                                                                                                           <C>
6.   RIGHTS OF HOLDERS........................................................................................14

         6.1      No Impairment...............................................................................14

7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL
      OF ANY GOVERNMENTAL AUTHORITY ..........................................................................15

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS.......................................................15

9.   RESTRICTIONS ON TRANSFERABILITY..........................................................................15

         9.1.     Notice of Proposed Transfers; Requests for Registration.....................................15
         9.2.     Termination of Restrictions.................................................................16

10.    PREEMPTIVE RIGHTS......................................................................................16

11.    SUPPLYING INFORMATION..................................................................................17

12.    LOSS OR MUTILATION.....................................................................................17

13.    LIMITATION OF LIABILITY................................................................................17

14.    MISCELLANEOUS..........................................................................................18

         14.1.    Nonwaiver and Expenses......................................................................18
         14.2.    Notice Generally............................................................................18
         14.3.    Remedies....................................................................................18
         14.4.    Successors and Assigns......................................................................19
         14.5.    Amendment...................................................................................19
         14.6.    Severability................................................................................19
         14.7.    Headings....................................................................................19
         14.8.    Governing Law...............................................................................19
</TABLE>
<PAGE>   4
No. of Shares of Common Stock:  1,314,060

                                     WARRANT

                      To Purchase Shares of Common Stock of

                                BIO-PLEXUS, INC.


                  THIS IS TO CERTIFY THAT the entities listed on Exhibit A
hereto, or their registered assigns (each such party, a "Holder" and
collectively, the "Holders"), are entitled, at any time prior to the Expiration
Date (as hereinafter defined), to purchase from BIO-PLEXUS, INC., a Delaware
corporation (the "Reorganized Company"), 1,314,060 (subject to adjustment as
provided herein) shares of Common Stock (as hereinafter defined), in whole or in
part, at a purchase price of $2.283 per share (subject to adjustment as provided
herein), all on the terms and conditions and pursuant to the provisions
hereinafter set forth.

1.       DEFINITIONS

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

                  "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued by the Reorganized Company after the Effective Date, other
than Warrant Stock.

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

                  "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which banks are required or permitted to be closed in the
State of New York.
<PAGE>   5
                  "Capital Stock" means, in the case of the Reorganized Company,
any and all shares (however designated) of the capital stock of the Reorganized
Company now or hereafter outstanding.

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

                  "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, par value $.001 per share, of the Reorganized
Company as constituted on the Effective Date (as defined in the Debtor's First
Amended Plan of Reorganization, dated June 12, 2001), and any capital stock into
which such Common Stock may thereafter be changed, and shall also include (i)
capital stock of the Reorganized Company of any other class (regardless of how
denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof and (ii) shares of common stock of any successor or
acquiring corporation (as defined in Section 4.8) received by or distributed to
the holders of Common Stock of the Reorganized Company in the circumstances
contemplated by Section 4.8.

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

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

                  "Current Warrant Price" shall mean, in respect of a share of
Common Stock at any date herein specified, the price at which a share of Common
Stock may be purchased pursuant to this Warrant on such date. The Current
Warrant Price as of the date of the issuance of this Warrant is $2.283.

                  "Expiration Date" shall mean a date which is 10 years from the
issuance of this Warrant.

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

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

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

                  "Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Reorganized Company or any subsidiary thereof, and shall
include all shares issuable in respect of outstanding scrip or any
<PAGE>   6
certificates representing fractional interests in shares of Common Stock. For
the purposes of Sections 4.3, 4.4, 4.5, 4.6 and 4.7, Common Stock Outstanding
shall include all shares of Common Stock issuable in respect of options or
warrants to purchase, or securities convertible into, shares of Common Stock,
the exercise or conversion price of which is less than the Current Market Price
as of any date on which the number of shares of Common Stock Outstanding is to
be determined.

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

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

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

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

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

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

                  "Transfer Notice" shall have the meaning set forth in Section
9.1.

                  "Warrant Price" shall mean an amount equal to (1) the number
of shares of Common Stock being purchased upon exercise of the Warrant pursuant
to Section 2.1, multiplied by (2) the Current Warrant Price.

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

                  "Warrant Stock" shall mean the shares of Common Stock
purchased by the holders of the Warrants upon the exercise thereof.
<PAGE>   7
2.       EXERCISE OF WARRANT

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

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

                  Payment of the Warrant Price shall be made at the option of
Holder by (i) certified or official bank check, (ii) wire transfer of
immediately available funds, or (iii) the surrender of this Warrant to the
Reorganized Company, with a duly executed exercise notice marked to reflect "Net
Issue Exercise," and, in either case, specifying the number of shares of Common
Stock to be purchased, during normal business hours on any Business Day. Upon a
Net Issue Exercise, Holder shall be entitled to receive shares of Common Stock
equal to the value of this Warrant (or the portion thereof being exercised by
Net Issue Exercise) by surrender of this Warrant to the Reorganized Company
together with notice of such election, in which event the Reorganized Company
shall issue to Holder a number of shares of the Reorganized Company's Common
Stock computed as of the date of surrender of this Warrant to the Reorganized
Company using the following formula:

                  X = Y x (A-B)
                      ---------
                           A

         Where X = the number of shares of Common Stock to be issued to the
         Holder Y= the number of shares of Warrant Stock being exercised under
         this Warrant;
<PAGE>   8
         A = the Current Market Price of one share of the Reorganized Company's
         Common Stock (at the date of such calculation);

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

         2.2. Call Option/Exercise Rights. The Reorganized Company shall have
the option to call" this Warrant (a "Warrant Call") and the Holders shall each
have the right to exercise this Warrant, in each case, in accordance with and
governed by the following:

               (a)  The Reorganized Company shall provide written notice to each
                    Holder, in accordance with the notice provisions herein,
                    that a Performance Target (as defined below) has been
                    attained (the "Performance Target Notice") within seven (7)
                    days after the end of a calendar month following the
                    occurrence thereof.

               (b)  The Reorganized Company's right to exercise a Warrant Call,
                    subject to the other provisions of this Warrant, shall
                    commence as of the date hereof and thereafter, shall be
                    coterminous with the exercise period of this Warrant (the
                    "Call Period").

               (c)  At any time during the Call Period, (i) if "net sales" (as
                    reported in accordance with GAAP) of the Winged Set product
                    aggregate $1,800,000 or more, then the Reorganized Company
                    shall have the right, subject to the provisions of this
                    Warrant, to redeem 50% of the total Common Stock issuable
                    under this Warrant as such number may be adjusted, at a
                    price of $.01 per share of Common Stock (the "$1.8 Million
                    Target") and (ii) if "net sales" (as reported in accordance
                    with GAAP) of the Winged Set product aggregate $4,000,000 or
                    more, then the Reorganized Company shall have the right,
                    subject to the provisions of this Warrant, to redeem the
                    remaining 50% of the total Common Stock issuable under this
                    Warrant as such number may be adjusted, at a price of $.01
                    per share of Common Stock (together with the $1.8 Million
                    Target, the "Performance Targets").

               (d)  Once a Performance Target is attained, this Warrant will be
                    (i) callable by the Reorganized Company (solely to the
                    extent provided herein) at any time following the date that
                    is 45 days after each Holder receives from the Reorganized
                    Company the Performance Target Notice and (ii) exercisable
                    by any or all of the Holders to the extent of the Warrants
                    held by such Holder(s) for a 30 day period following the
                    date that such Holder(s) receive the Performance Target
                    Notice from the Reorganized Company.

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

         2.4. FRACTIONAL SHARES. The Reorganized Company shall not be required
to issue a fractional share of Common Stock upon exercise of this Warrant. As to
any fraction of a share
<PAGE>   9
which Holder would otherwise be entitled to purchase upon such exercise, the
Reorganized Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the Current Market Price per share of
Common Stock on the date of exercise.

3.       TRANSFER, DIVISION AND COMBINATION

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

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

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

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

4.       ADJUSTMENTS

                  The number of shares of Common Stock for which this Warrant is
exercisable and/or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set forth
in this Section 4. The Reorganized Company shall give each Holder notice of any
event described below which requires an adjustment pursuant to this Section 4 at
the time of such event.
<PAGE>   10
         4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the
         Reorganized Company shall:

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

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

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

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

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

                  (a) cash,

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

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

then (i) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment and a fraction (A) the numerator of which shall be the Current Market
Price per share of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Current Market Price per share of Common
Stock minus the amount allocable to one share of Common Stock of any such cash
so distributable and of the fair value (as determined in good faith by the Board
of Directors of the Reorganized Company) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (ii) the Current Warrant
Price shall be adjusted to equal (A) the Current Warrant Price multiplied
<PAGE>   11
by the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares for
which this Warrant is exercisable immediately after such adjustment. A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Reorganized Company to the holders of its Common Stock of
such shares of such other class of stock within the meaning of this Section 4.2
and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4.1.
<PAGE>   12
         4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. If at any time the
Reorganized Company shall (except as hereinafter provided) issue or sell any
Additional Shares of Common Stock, other than Permitted Issuances, in exchange
for consideration in an amount per Additional Share of Common Stock less than
the Current Warrant Price at the time the Additional Shares of Common Stock are
issued by the Reorganized Company then (i) the Current Warrant Price as to the
number of shares for which this Warrant is exercisable prior to such adjustment
shall be reduced to a price determined by multiplying (A) the Current Warrant
Price by (B) a fraction, the numerator of which shall be the sum of (x) the
number of shares of Common Stock Outstanding immediately prior to such issue or
sale multiplied by the then applicable Current Warrant Price (the "Adjustment
Price") and (y) the aggregate consideration receivable by the Reorganized
Company for the total number of shares of Common Stock so issued, and the
denominator of which shall be the sum of (a) the total number of shares of
Common Stock Outstanding on such date and (b) the number of Additional Shares
issued, multiplied by the Adjustment Price; and (ii) the number of shares of
Common Stock for which this Warrant is exercisable shall be adjusted to equal
the product obtained by multiplying the Current Warrant Price in effect
immediately prior to such issue or sale by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such issue or sale
and dividing the product thereof by the Current Warrant Price resulting from the
adjustment made pursuant to clause (i) above. For purposes of this Section 4.3
and for the purposes of making adjustments of the number of shares of Common
Stock for which this Warrant is exercisable and the Current Warrant Price as
provided in this Section 4, the aggregate consideration receivable by the
Reorganized Company in connection with the issuance of shares of Common Stock or
of rights, warrants or other securities convertible into shares of Common Stock
shall be deemed to be equal to the sum of the aggregate offering price (before
deduction of underwriting discounts or commissions and expenses payable to third
parties) of all such Common Stock, rights, warrants and convertible securities
plus the aggregate amount (as determined on the date of issuance), if any,
payable upon exercise or conversion of any such rights, warrants and convertible
securities into shares of Common Stock. If, subsequent to the date of issuance
of such rights, warrants or Convertible Securities, the exercise or conversion
price thereof is reduced, such aggregate amount shall be recalculated and the
Current Warrant Price and number of shares of Common Stock for which the Warrant
is exercisable adjusted retroactively to give effect to such reduction. If
Common Stock is sold as a unit with other securities, the aggregate
consideration received for such Common Stock shall be deemed to be net of the
fair market value of such other securities as determined by an investment
banking firm of recognized national standing selected by the Majority Holders
and reasonably acceptable to the Reorganized Company.

         4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time the
Reorganized Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a distribution of, or shall in any
manner (whether directly or by assumption in a merger in which the Reorganized
Company is the surviving corporation) issue or sell, any warrants or other
rights to subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Securities (other than Permitted Issuances), whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon the exercise of such
warrants or other rights or upon conversion or exchange of such Convertible
Securities shall be less than the Current Warrant Price in effect
<PAGE>   13
immediately prior to the time of such issue or sale, then the number of shares
for which this Warrant is exercisable and the Current Warrant Price shall be
adjusted as provided in Section 4.3 on the basis that the maximum number of
Additional Shares of Common Stock issuable pursuant to all such warrants or
other rights or necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding and
the Reorganized Company shall have received all of the consideration payable
therefor, if any, as of the date of the actual issuance of the number such
warrants or other rights. No further adjustments of the Current Warrant Price
shall be made upon the actual issue of such Common Stock or of such Convertible
Securities upon exercise of such warrants or other rights or upon the actual
issue of such Common Stock upon such conversion or exchange of such Convertible
Securities. Notwithstanding the foregoing, no adjustment shall be required under
this Section 4.4 solely by reason of the issuance or distribution of stock
purchase rights pursuant to a shareholder rights plan or any other rights plan
of the Reorganized Company, provided that the adjustments required by this
Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur
under such stockholder rights plan.

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

         4.6. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of
the number of shares for which this Warrant is exercisable and the Current
Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5 as the
result of any issuance of warrants, rights or Convertible Securities, such
warrants or rights, or the right of conversion or exchange in such
<PAGE>   14
other Convertible Securities, shall expire, and all of such warrants or rights,
or the right of conversion or exchange with respect to all or a portion of such
other Convertible Securities, as the case may be, shall not have been exercised
and no outstanding Warrant shall have been exercised (in whole or in part), then
for each outstanding Warrant such previous adjustment shall be rescinded and
annulled and the Additional Shares of Common Stock which were deemed to have
been issued by virtue of the computation made in connection with the adjustment
so rescinded and annulled shall no longer be deemed to have been issued by
virtue of such computation.

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

                  (a) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Convertible Securities or any warrants
or other rights to subscribe for or purchase any Additional Shares of Common
Stock or any Convertible Securities shall be issued for cash consideration, the
consideration received by the Reorganized Company therefor shall be the amount
of the cash received by the Reorganized Company therefor, or, if such Additional
Shares of Common Stock or Convertible Securities are offered by the Reorganized
Company for subscription, the subscription price, or, if such Additional Shares
of Common Stock or Convertible Securities are sold to underwriters or dealers
for public offering without a subscription offering, the public offering price
(in any such case subtracting any amounts paid or receivable for accrued
interest or accrued dividends). To the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly
provided, the amount of such consideration shall be deemed to be the fair value
of such consideration at the time of such issuance as determined in good faith
by the Board of Directors of the Reorganized Company. In case any Additional
Shares of Common Stock or any Convertible Securities or any warrants or other
rights to subscribe for or purchase such Additional Shares of Common Stock or
Convertible Securities shall be issued in connection with any merger in which
the Reorganized Company issues any securities, the amount of consideration
therefor shall be deemed to be the fair value, as determined in good faith by
the Board of Directors of the Reorganized Company, of such portion of the assets
and business of the nonsurviving corporation as such Board in good faith shall
determine to be attributable to such Additional Shares of Common Stock,
Convertible Securities, warrants or other rights, as the case may be. The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Reorganized Company for issuing such warrants or
other rights plus the additional consideration payable to the Reorganized
Company upon exercise of such warrants or other rights. The consideration for
any Additional Shares of Common Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration received by the Reorganized
Company for issuing warrants or other rights to subscribe for or purchase such
Convertible Securities, plus the consideration paid or payable to the
Reorganized Company in respect of the subscription for or purchase of such
Convertible Securities, plus the additional consideration, if any, payable to
the Reorganized Company upon the exercise of the right of conversion or exchange
in such Convertible Securities. In case of the issuance at any time of any
Additional Shares of Common Stock or Convertible Securities in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the
<PAGE>   15
Reorganized Company shall be deemed to have received for such Additional Shares
of Common Stock or Convertible Securities a consideration equal to the amount of
such dividend so paid or satisfied.

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

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

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

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

                  (f) Challenge to Good Faith Determination. Whenever the Board
of Directors of the Reorganized Company shall be required to make a
determination in good faith of the fair value of any item under this Section 4,
such determination may be challenged in good faith by the Majority Holders, and
any dispute shall be resolved by an investment banking firm of
<PAGE>   16
recognized national standing selected by the Majority Holders and reasonably
acceptable to the Reorganized Company.

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

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

         4.10. CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Reorganized Company agrees not to enter into any transaction
which, by reason of any
<PAGE>   17
adjustment hereunder, would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

5.       NOTICES TO WARRANT HOLDERS

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

         5.2.     NOTICE OF CORPORATE ACTION.  If at any time

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

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

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

then, in any one or more of such cases, the Reorganized Company shall give to
Holder (i) at least 20 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution,
<PAGE>   18
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 20 days' prior written notice
of the date when the same shall take place. Such notice in accordance with the
foregoing clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution, liquidation or
winding up. Each such written notice shall be sufficiently given if addressed to
Holder at the last address of Holder appearing on the books of the Reorganized
Company and delivered in accordance with Section 13.2.

6.       RIGHTS OF HOLDERS

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

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

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

                  From and after the date hereof, the Reorganized Company shall
at all times reserve and keep available for issue upon the exercise of Warrants
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise of
any Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable.
<PAGE>   19

8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

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

9.       RESTRICTIONS ON TRANSFERABILITY

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

         9.1. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to
any Transfer or attempted Transfer of any Warrants, the holder of such Warrants
shall give ten days' prior written notice (a "Transfer Notice") to the
Reorganized Company of such holder's intention to effect such Transfer,
describing the manner and circumstances of the proposed Transfer, and obtain
from counsel to such holder who shall be reasonably satisfactory to the
Reorganized Company, an opinion that the proposed Transfer of such Warrants may
be effected without registration under the Securities Act. After receipt of the
Transfer Notice and opinion, the Reorganized Company shall, within five days
thereof, notify the holder of such Warrants as to whether such opinion is
reasonably satisfactory and, if so, such holder shall thereupon be entitled to
Transfer such Warrants, in accordance with the terms of the Transfer Notice. The
holder of the Warrants, giving the Transfer Notice shall not be entitled to
Transfer such Warrants until receipt of notice from the Reorganized Company
under this Section 9.1 that such opinion is reasonably satisfactory.

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

10.      PREEMPTIVE RIGHTS

                  (a) The Reorganized Company shall not issue, sell or exchange,
or agree to issue, sell or exchange (collectively, "Issue," and any issuance,
sale or exchange resulting therefrom, an "Issuance") any Securities unless the
Reorganized Company shall have first given written notice (the "Section 10
Notice") to each holder of Warrants or Warrant Stock (for purposes of this
Section, each a "Section 10 Offeree") that shall (i) state the Reorganized
Company's intention to
<PAGE>   20
Issue Securities, the amount to be issued, sold or exchanged, the terms of such
Securities, the purchase price therefor and a summary of the other material
terms of the proposed issuance, sale or exchange and (ii) offer (a "Section 10
Offer") to Issue to each Section 10 Offeree and their affiliates such Section 10
Offeree's Proportionate Percentage (as defined below) of such Securities (with
respect to each Section 10 Offeree, the "Offered Securities") upon the terms and
subject to the conditions set forth in the Section 10 Notice, which Section 10
Offer by its terms shall remain open and irrevocable for a period of 15-days
from the date it is delivered by the Reorganized Company to such holder, as the
case may be (and, to the extent the Section 10 Offer is accepted during such
15-day period, until the closing of the Issuance contemplated by the Section 10
Offer). "Proportionate Percentage" for the purposes of this Section shall mean
the quotient obtained by dividing: (A) the Warrant Stock held by such Section 10
Offeree (assuming for purposes of this Section 10 that all issued and
outstanding Warrants have been exercised) on the date of the Section 10 Offer,
by (B) the Warrant Stock issued and outstanding on the date of the Section 10
Offer.

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

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

11.      SUPPLYING INFORMATION

                  The Reorganized Company shall cooperate with each Holder of a
Warrant in supplying such information as may be reasonably necessary for such
holder to complete and file any reports or forms presently or hereafter required
by the Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant.
<PAGE>   21
12.      LOSS OR MUTILATION

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

13.      LIMITATION OF LIABILITY

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

14.      MISCELLANEOUS

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

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

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

                  (b) If to the Reorganized Company at:

                      Bio-Plexus, Inc.
                      129 Reservoir Road
                      Vernon, CT 06066
                      Attention:  Chief Executive Officer
                      Fax:  (860) 870-6118
<PAGE>   22
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three Business Days after the same shall have been deposited in
the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

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

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

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

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

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

         14.8. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF
<PAGE>   23
THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED
IN THE COUNTY OF NEW YORK, FOR ANY ACTION, PROCEEDING OR INVESTIGATION IN ANY
COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY ("LITIGATION") ARISING OUT OF OR
RELATING TO THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES
NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), AND
FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS WARRANT SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH
COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE OF
NEW YORK OR THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF
NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY
LITIGATION ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

                  IN WITNESS WHEREOF, the Reorganized Company has caused this
Warrant to be duly executed by an officer thereunto duly authorized.

Dated:  July __, 2001

                                         BIO-PLEXUS, INC.


                                         By:
                                            ------------------------------------
                                              Name:
                                              Title:
<PAGE>   24
                                    EXHIBIT A

<TABLE>
<CAPTION>
Holder                                              No. of Shares which may be Purchased
------                                              ------------------------------------
<S>                                                 <C>
Appaloosa Investment Limited Partnership I                        700,394

Palomino Fund Ltd.                                                613,666
</TABLE>
<PAGE>   25
                                    EXHIBIT B

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

                      Net Issue Exercise _____No ______Yes

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

                                    ____________________________________________
                                    (Name of Registered Owner)

                                    ____________________________________________
                                    (Signature of Registered Owner)

                                    ____________________________________________
                                    (Street Address)

                                    ____________________________________________
                                    (City)     (State)             (Zip Code)
<PAGE>   26
                                    EXHIBIT C

                                 ASSIGNMENT FORM

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

<TABLE>
<CAPTION>
Name and Address of Assignee                  No. of Shares of Common Stock
----------------------------                  -----------------------------
<S>                                           <C>
</TABLE>



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


Dated:_______________                     Print Name: __________________________

                                          Signature: ___________________________

                                          Witness: _____________________________

<PAGE>   27
                                   Schedule 1

The shares of Common Stock issued pursuant to the New Equity Incentive Plan (as
defined in the Debtors' First Amended Plan of Reorganization, dated ______,
2001).