<PAGE>   1

                                                                    EXHIBIT 10.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT.



WARRANT NO. ___                                         DATED AS OF: MAY 7, 1999

                                TALX CORPORATION



                               WARRANT TO PURCHASE

                                25,000 SHARES OF

                                  COMMON STOCK

         This certifies that, for good and valuable consideration, AGE
Investments, Inc., a Delaware corporation, and its assigns (collectively, the
"Warrantholder"), is entitled to acquire from TALX Corporation, a Missouri
corporation (the "Company"), subject to the terms and conditions hereof, at any
time and from time to time during the Exercise Period, up to twenty-five
thousand (25,000) shares of fully paid and non-assessable shares of the
Company's Common Stock, par value $0.01 per share, subject to vesting and
adjustment from time to time as set forth herein, at the Exercise Price.


                                    ARTICLE I

                                   DEFINITIONS

         As used in this Warrant, the following capitalized terms shall have the
following respective meanings:

                  Appraiser: A nationally recognized or major regional
         investment banking firm or firm of independent certified public
         accountants of recognized standing.

                  Business Day: A day other than a Saturday, Sunday or other day
         on which state chartered banks in the State of Missouri are authorized
         by law to remain closed.

                  Cashless Exercise: The exercise of this Warrant in whole or in
         part by surrendering this Warrant in exchange for (i) the number of
         Warrant Shares equal to the product of (A) the number of shares as to
         which this Warrant is being exercised multiplied by (B) a fraction, the
         numerator of which is the positive difference, if any, of the Per Share
         Market Value minus the Exercise Price then in effect, and the
         denominator of which is the Per Share Market Value, and (ii) a new
         Warrant evidencing the right to acquire the number of Warrant Shares
         for which this Warrant has not yet been exercised.


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                  Change of Control: A "Change in Control" of the Company shall
         be deemed to have occurred upon (a) the acquisition at any time by a
         "person" or "group" (as that term is used in Sections 13(d) and
         14(d)(2) of the Exchange Act (excluding, for this purpose, the Company
         or any subsidiary or any employee benefit plan of the Company or any
         subsidiary)) of beneficial ownership (as defined in Rule 13d-3 under
         the Exchange Act) directly or indirectly, of securities representing
         50% or more of the combined voting power in the election of directors
         of the then-outstanding securities of the Company or any successor of
         the Company; (b) approval by the shareholders of the Company of
         liquidation of the Company or any sale or disposition, or series of
         related sales or dispositions, of 80% or more of the assets of the
         Company; or (c) approval by the shareholders of the Company and
         consummation of any merger or consolidation or statutory share exchange
         to which the Company is a party as a result of which the persons who
         were shareholders of the Company immediately prior to the effective
         date of the merger or consolidation or statutory share exchange shall
         have beneficial ownership of 50% or less of the combined voting power
         in the election of directors of the surviving corporation following the
         effective date of such merger or consolidation or statutory share
         exchange

                  Common Stock: Common Stock, par value $0.01 per share, of the
         Company.

                  Company: TALX Corporation, a Missouri corporation, and any
         successor thereto.

                  Demand Registration: The meaning set forth in Section 6.02.

                  Engagement Letter: The engagement letter dated as of May 7,
         1999, by and between the Company and A.G. Edwards & Sons, Inc.

                  Exchange Act: The Securities Exchange Act of 1934, as amended
         from time to time.

                  Exercise Period: From the date hereof through 11:59 p.m., St.
         Louis, Missouri time, on the Expiration Date (unless such day is not a
         Business Day, in which event the next following Business Day).

                  Exercise Price: $8.7411 per Warrant Share, subject to
         adjustment from time to time as set forth herein.


                  Expiration Date: 11:59 p.m., St. Louis, Missouri time, on May
         7, 2007 (unless such day is not a Business Day, in which event the next
         following Business Day).

                  Holder: A holder of Registrable Securities.


                  Majority Holders: At any time of determination, the holders of
         a majority of the Registrable Securities, whether or not then
         outstanding. Holders of Warrants shall be deemed holders of the
         underlying Registrable Securities.

                  NASD: National Association of Securities Dealers, Inc.

                  Nasdaq: The automated quotation system of the NASD.

                  Per Share Market Value: As of any particular date of
         determination, (i) if the Common Stock is then listed on a United
         States securities exchange or on Nasdaq, the average of the closing
         sales prices (or, if no trade occurs on a relevant day, the average of
         the closing bid and

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         asked prices on such day) per share of Common Stock (as reported by
         Bloomberg Information Services, Inc., or any successor reporting
         service) on the principal United States securities exchange on which
         the Common Stock is traded (or, if not traded on a national securities
         exchange, on Nasdaq) on the ten consecutive Business Days immediately
         preceding such date of determination, (ii) if the Common Stock is not
         then listed on a United States securities exchange or on Nasdaq, the
         average of the closing bid and asked prices per share of Common Stock
         in the United States domestic over-the-counter market, as reported by
         the National Quotation Bureau Incorporated (or similar organization or
         agency succeeding to its functions of reporting prices), on the ten
         consecutive Business Days immediately preceding such date of
         determination, or (iii) if the Common Stock is not then publicly
         traded, the fair market value of a share of Common Stock as of such
         date of determination as determined in good faith by the Board of
         Directors of the Company or by an Appraiser selected in good faith by
         the Board of Directors of the Company, whose fees and expenses shall be
         borne by the Company.

                  Person: An individual, partnership, joint venture,
         corporation, trust, limited liability company, unincorporated
         organization or government or any department or agency thereof.

                  Piggyback Registration and Piggyback Registration Rights: The
         respective meanings set forth in Section 6.01.

                  Prospectus: Any prospectus included in any Registration
         Statement, as amended or supplemented by any prospectus supplement,
         with respect to the terms of the offering of any portion of the
         Registrable Securities covered by such Registration Statement and all
         other amendments and supplements to the Prospectus, including
         post-effective amendments and all material incorporated by reference in
         such Prospectus.

                  Public Offering: A public offering of any of the Company's
         equity or debt securities pursuant to a registration statement under
         the Securities Act.

                  Registrable Securities: Any securities (including, without
         limitation, Warrant Shares) that may be or have been issued by the
         Company upon exercise of any Warrant, including, without limitation,
         securities that may thereafter be issued by the Company in respect of
         any such securities by means of any stock splits, stock dividends,
         recapitalizations, reclassifications or the like, and as adjusted
         pursuant to Article III hereof; provided, the term "Registrable
         Securities" excludes any security (i) the sale of which has been
         effectively registered under the Securities Act and which has been
         disposed of in accordance with a Registration Statement or (ii) that
         has been sold by a Holder in a transaction exempt from the registration
         and prospectus delivery requirements of the Securities Act under
         Section 4(1) thereof (including, without limitation, transactions
         pursuant to Rules 144 and 144A) such that the further disposition of
         such securities by the transferee or assignee is not restricted under
         the Securities Act.

                  Registration Expenses: Any and all expenses incurred in
         connection with any registration or action incident to performance of
         or compliance by the Company with Article VI, including, without
         limitation, (i) all SEC, national securities exchange and NASD
         registration and filing fees; (ii) all listing fees and all transfer
         agent fees; (iii) all fees and expenses of complying with state
         securities or blue sky laws (including the fees and disbursements of
         counsel for the underwriters in connection with blue sky qualifications
         of the Registrable Securities); (iv) all printing, mailing, messenger
         and delivery expenses; (iv) internal expenses of the Company
         (including, without limitation, all salaries and expenses of employees

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         of the Company performing legal or accounting duties); (v) all fees and
         disbursements of counsel for the Company and of its accountants,
         including the expenses of any special audits and/or "cold comfort"
         letters required by or incident to such performance and compliance,
         (vi) fees and disbursements of underwriters customarily paid by issuers
         or sellers of securities, but excluding underwriting discounts and
         commissions applicable to Registrable Securities; provided,
         Registration Expenses shall not include the fees of counsel or
         accountants retained by the holders of Registrable Securities to advise
         them in their capacity as Holders of Registrable Securities.

                  Registration Statement: Any registration statement of the
         Company filed or to be filed with the SEC under the Securities Act that
         covers any class of securities included in the Registrable Securities,
         including all amendments (including post-effective amendments) and
         supplements thereto, all exhibits thereto and all material incorporated
         therein by reference.

                  Reorganization: The meaning set forth in Section 3.01.


                  Rights and Rights Distribution Date: The respective meanings
         set forth in Section 3.05.

                  SEC: The Securities and Exchange Commission or any other
         federal agency at the time administering the Securities Act or the
         Exchange Act.

                  Securities Act: The Securities Act of 1933, as amended from
         time to time.

                  Subscription Form: The Subscription Form annexed hereto.

                  Subscription Rights: The meaning set forth in Section 3.04.

                  Warrants: This Warrant and all other warrants that may be
         issued in substitution or replacement (in whole or in part) of this
         Warrant.

                  Warrantholder: The person(s) or entity(ies) to whom this
         Warrant is originally issued, or any successor in interest thereto, or
         any assignee or transferee thereof, in whose name this Warrant is
         registered upon the books to be maintained by the Company for that
         purpose.

                  Warrant Shares: All shares of Common Stock and other
         securities issued or issuable upon exercise of any Warrant.



                                   ARTICLE II

                        DURATION AND EXERCISE OF WARRANT

         SECTION 2.01: DURATION OF WARRANT. Subject to the vesting provisions of
Section 2.01A, the Warrantholder may exercise this Warrant at any time and from
time to time during the Exercise Period. If this Warrant is not exercised on or
prior to the Expiration Date, it shall become void, and all rights hereunder
shall thereupon cease. If this Warrant is exercised, in whole or in part, on or
prior to the Expiration Date, the provisions of Articles I and VI hereof shall
survive the Expiration Date.

         SECTION 2.01A: VESTING OF WARRANT. This Warrant shall vest in and
become exercisable by the Warrantholder in equal monthly installments of 694.445
shares per month, the vesting of which shall commence on the first monthly
anniversary of the date hereof and shall end on the earlier of: (i)


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the 36th monthly anniversary of such date, or (ii) the monthly anniversary of
such date immediately following the date of termination by any party of the
Engagement Letter. Upon any Change in Control of the Company, all unvested
portions of this Warrant shall immediately vest in and be immediately
exercisable by the Warrantholder.

         SECTION 2.02: EXERCISE OF WARRANT.

                  (a) The Warrantholder may exercise this Warrant, in whole or
in part, by presentation and surrender of this Warrant to the Company at its
principal executive offices or at the office of its stock transfer agent, if
any, with the Subscription Form annexed hereto duly executed and either:

                           (i) accompanied by payment of the full Exercise Price
                  for each Warrant Share to be purchased; or

                           (ii) specifying on the Subscription Form the election
                  to effect a Cashless Exercise.

Upon an exercise of this Warrant pursuant to Section 2.02(a)(i), the
Warrantholder shall be deemed to have purchased the number of Warrant Shares for
which the Warrant is exercised as specified in the Subscription Form. Upon an
exercise of this Warrant pursuant to Section 2.02(a)(ii), the Warrantholder
shall be deemed to have exercised this Warrant for the number of shares as to
which this Warrant is being exercised, but shall be entitled to receive only the
number of Warrant Shares equal to the product of (i) the number of shares as to
which this Warrant is being exercised multiplied by (ii) a fraction, the
numerator of which is the positive difference, if any, of the Per Share Market
Value minus the Exercise Price then in effect, and the denominator of which is
the Per Share Market Value.

                  (b) Upon receipt of the documents and payment described in
Section 2.02(a), the Company shall cause to be issued certificates for the total
number of whole Warrant Shares purchased by the Warrantholder pursuant to such
exercise in such denominations as are requested for delivery to the
Warrantholder, and the Company shall thereupon deliver such certificates to the
Warrantholder. The Warrantholder shall be deemed to be the holder of record of
such purchased Warrant Shares as of the close of business on the date on which
delivery to the Company of all applicable documents and payment as contemplated
by Section 2.02(a) is achieved, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such Warrant
Shares shall not then be actually delivered to the Warrantholder. If, at the
time this Warrant is exercised, a registration statement is not in effect to
register under the Securities Act the issuance of the Warrant Shares upon
exercise of this Warrant, the Company may require the Warrantholder to make such
representations, and may place such legends on certificates representing the
Warrant Shares, as may be reasonably required in the opinion of counsel to the
Company to permit the Warrant Shares to be issued without such registration.

                  (c) Certificates for the Warrant Shares so purchased pursuant
to this Section 2.02(a) shall be delivered to the Warrantholder within a
reasonable time, not exceeding three Business Days, after this Warrant shall
have been so exercised. In case the Warrantholder shall exercise this Warrant
with respect to less than all of the Warrant Shares that may be purchased under
this Warrant, the Company shall execute a new warrant in the form of this
Warrant for the balance of such Warrant Shares and deliver such new warrant to
the Warrantholder.



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                  (d) The Company shall pay any and all stock transfer and
similar taxes that may be payable in respect of the issue of this Warrant or in
respect of the issue of any Warrant Shares; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer of this Warrant, or the Warrant Shares, by any Warrantholder.

         SECTION 2.03: RESERVATION OF SHARES. The Company hereby agrees that at
all times there shall be reserved for issuance and delivery upon exercise of
this Warrant such number of Warrant Shares as may be issuable from time to time
upon exercise of this Warrant. All such Warrant Shares shall be duly authorized
and, when issued upon such exercise, shall be validly issued, fully paid and
nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights (except the restriction imposed by the legend appearing at the top of
Page 1 of this Warrant).

         SECTION 2.04: FRACTIONAL SHARES. Upon any exercise of this Warrant, the
Company shall not be required to issue stock certificates representing a
fraction of a Warrant Share, but may make a cash payment in respect of any final
fraction of a share based on the Per Share Market Value at such time. If the
Company elects not to make such a cash payment, or is unable to make such cash
payment, the Warrantholder shall be entitled to receive, in lieu of the final
fraction of a share, one whole Warrant Share.


                                   ARTICLE III

              ADJUSTMENT OF WARRANT SHARES AND EXERCISE PRICE UPON
                                 CERTAIN EVENTS

         SECTION 3.01: PRESERVATION OF RIGHTS IN CERTAIN TRANSACTIONS. In case
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock (other than a subdivision or a combination of the
outstanding Common Stock and other than a change in the par value of the Common
Stock) or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger with a subsidiary in which the Company
is the continuing corporation and said merger does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in case
of any sale, transfer or conveyance to another corporation of the property and
assets of the Company as an entirety or substantially as an entirety (each such
action being referred to herein as a "Reorganization"), the Company shall, as a
condition precedent to consummating each such Reorganization, make appropriate
provision to insure that the Warrantholder has the right thereafter to receive,
upon payment of the Exercise Price in effect immediately prior to such
Reorganization, in lieu of each Warrant Share issuable upon exercise of this
Warrant, the kind and amount of shares and other securities, cash and property
that such Warrantholder would have owned or been entitled to receive had such
Warrantholder exercised this Warrant immediately prior to the consummation of
such Reorganization. In each case, the Company shall also make appropriate
provision to insure that the adjustment provisions of this Warrant shall
thereafter continue to apply in a manner as nearly equivalent as may be
practicable to the adjustments provided to such shares of stock and other
securities and property prior to such transaction by the Company. The provisions
of this Section shall similarly apply to successive reclassifications, capital
reorganizations, consolidations, mergers, sales or conveyances.

         SECTION 3.02: COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; REVERSE
COMMON STOCK SPLITS. If the Company, at any time while this Warrant is
outstanding, (a) shall pay a stock dividend on

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its Common Stock, (b) subdivide outstanding shares of Common Stock into a larger
number of shares, (c) combine outstanding shares of Common Stock into a smaller
number of shares or (d) issue by reclassification of shares of Common Stock any
shares of capital stock of the Company, then in each such case (i) the Exercise
Price thereafter shall be equal to the product of the Exercise Price in effect
immediately prior to such event multiplied by a fraction, the numerator of which
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding before such event and the denominator of which shall be the
number of shares of Common Stock outstanding after such event and (ii) the
number of Warrant Shares thereafter issuable upon exercise of this Warrant shall
be equal to the product of the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such event multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding after such event and the denominator of
which shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding before such event. Any adjustment made pursuant to this
Section 3.02 shall become effective immediately after the record date for the
determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

         SECTION 3.03: [RESERVED].


         SECTION 3.04: SUBSCRIPTION RIGHTS. Subject to Section 3.05, if the
Company, at any time while this Warrant is outstanding, shall distribute pro
rata to all of the record holders of Common Stock, in the capacity of such
holders as record holders of the Common Stock, evidence of its indebtedness or
assets or rights or warrants to subscribe for or purchase any security
(excluding those referred to in Section 3.02) (in any event excluding any cash
dividends or distributions, the "Subscription Rights"), then in each such case
(a) the Exercise Price after the record date fixed for determination of
shareholders entitled to receive such distribution shall be equal to the product
of the Exercise Price in effect immediately prior to such record date multiplied
by a fraction, the denominator of which shall be the Per Share Market Value
determined as of the record date fixed for determination of shareholders
entitled to receive such distribution, and the numerator of which shall be such
Per Share Market Value as of such record date less the then fair market value at
such record date of the portion of such assets or evidence of indebtedness or
rights or warrants so distributed applicable to one outstanding share of Common
Stock as determined by the Board of Directors in good faith (in any such event,
taking into account any consideration paid or to be paid by such shareholders in
connection with such distribution); and (b) the number of Warrant Shares
issuable upon exercise of this Warrant after the record date fixed for
determination of shareholders entitled to receive such distribution shall be
equal to the product of the number of Warrant Shares issuable upon exercise of
this Warrant immediately prior to such record date multiplied by a fraction, the
numerator of which shall be the Exercise Price in effect immediately prior to
such record date, and the denominator of which shall be the adjusted Exercise
Price determined pursuant to clause (a). Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.

         SECTION 3.05: SHAREHOLDER RIGHTS PLAN. Notwithstanding Section 3.04, in
the event that the Company shall distribute "poison pill" rights pursuant to a
"poison pill" shareholder rights plan (the "Rights"), the Company shall, in lieu
of making any adjustment pursuant to this Article III, make proper provision so
that each Warrantholder who exercises a Warrant after the record date for such
distribution and prior to the expiration or redemption of the Rights shall be
entitled to receive upon such exercise, in addition to the shares of Common
Stock issuable upon such exercise, a number of Rights to be determined as
follows: (a) if such exercise occurs on or prior to the date for the

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distribution to the holders of Rights of separate certificates evidencing such
Rights (the "Rights Distribution Date"), the number of Rights to which a holder
at the time of such exercise of a number of shares of Common Stock equal to the
number of shares of Common Stock issuable upon such Warrant exercise would be
entitled in accordance with the terms and provisions of and applicable to the
Rights (assuming such shares had been outstanding at the record date for the
distribution of the Rights); and (b) if such exercise occurs after the Rights
Distribution Date, the number of Rights to which a holder on the Rights
Distribution Date of a number of shares of Common Stock equal to the number of
shares of Common Stock issuable upon such Warrant exercise would be entitled in
accordance with the terms and provisions of and applicable to the Rights
(assuming such shares had been outstanding at the record date for the
distribution of the Rights), and in each case subject to the terms and
conditions of the Rights.

         SECTION 3.06: ROUNDING. All calculations under this Article III shall
be made to the nearest cent or the nearest 1/100th of a share, as the case may
be.

         SECTION 3.07: TREASURY SHARES. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any subsidiary of the Company.


                                   ARTICLE IV

                            NOTICES TO WARRANTHOLDER

         SECTION 4.01: NOTICE OF EVENTS. The Company shall give notice to the
Warrantholder by registered mail if at any time prior to the expiration or
exercise in full of the Warrant, any of the following events shall occur:

                  (a) the Company shall authorize the payment of any dividend
         upon shares of Common Stock payable in any securities or authorize the
         making of any distribution (other than a cash distribution or dividend)
         to all holders of Common Stock on a pro rata basis;

                  (b) the Company shall authorize or engage in a dissolution,
         liquidation or winding up of the affairs of the Company; or

                  (c) the Company shall authorize or engage in a Reorganization.

         Such notice shall be given to the Warrantholder (i) at least ten (10)
Business Days prior to the earliest of (i) the record date for the determination
of shareholders entitled to vote on such event, (ii) the record date for the
determination of shareholders entitled to such dividend or distribution, or
(iii) the effective date of such event. Such notice shall specify any such
record date.

         SECTION 4.02: NOTICE OF ADJUSTMENT. Whenever the Exercise Price or
issuable Warrant Shares are adjusted pursuant to Article III, the Company shall
promptly deliver to the Warrantholder a notice setting forth the Exercise Price
and issuable Warrant Shares after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.



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<PAGE>   9

                                    ARTICLE V

           SPLIT-UP, COMBINATION, EXCHANGE, TRANSFER AND REPLACEMENT
                                  OF WARRANTS

         SECTION 5.01: SPLIT-UP, COMBINATION, EXCHANGE AND TRANSFER OF WARRANTS.
This Warrant may be split up, combined or exchanged for another Warrant or
Warrants containing the same terms to purchase a like aggregate number of
Warrant Shares. If the Warrantholder desires to split up, combine or exchange
Warrants, he or it shall make such request in writing delivered to the Company
and shall surrender to the Company any Warrants to be so split up, combined or
exchanged. Upon any such surrender for a split up, combination or exchange, the
Company shall execute and deliver to the person entitled thereto a Warrant or
Warrants, as the case may be, as so requested and the Warrantholder shall pay to
the Company an amount equal to the Company's reasonable costs of preparing such
Warrant or Warrants and otherwise complying with its obligations under this
Section 5.01. In addition, the Company may require such Warrantholder to pay a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any split up, combination or exchange of Warrants.

         SECTION 5.02: TRANSFER. This Warrant may be assigned, in whole or in
part as to a specified number of Warrant Shares issuable hereunder, without the
consent of the Company, subject to compliance with the provisions of the
Securities Act and the rules and regulations promulgated thereunder.

         SECTION 5.03: LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, subject to
such reasonable terms as to indemnity or otherwise as it may request, issue a
new Warrant of like denomination and tenor as and in substitution for this
Warrant.


                                   ARTICLE VI


                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

         SECTION 6.01: PIGGYBACK REGISTRATION.

                  (a) Right to Include Registrable Securities. If, at any time
or from time to time, the Company proposes to register any of its Common Stock
under the Securities Act in connection with the public offering of such shares
solely for cash on any form for the registration of securities under such Act,
whether or not for its own account (other than by (i) a registration statement
relating to employee benefit plans, (ii) a registration statement on Form S-4 or
S-8, or any successor forms, (iii) a registration statement that does not
include substantially the same information, other than information relating to
the selling holders or their plan of distribution, as would be required to be
included in a Registration Statement covering the sale of Registrable Securities
or (iv) a registration statement for the sole purpose of offering securities to
another entity or its security holders in connection with the acquisition of
assets or securities of such entity or any similar transaction) (a "Piggyback
Registration"), it shall, at least 20 days prior to filing any such registration
statement, give written notice to all Holders of its intention to do so and of
such Holders' rights under this Section 6.01 ("Piggyback Registration Rights").
Upon the written request of any such Holder made within 10 days after receipt of
any such notice for the inclusion in such registration of a number of
Registrable Securities specified in such notice, subject to the provisions of
this Section 6.01 below, the Company shall use reasonable efforts to cause to be
included in the applicable Registration Statement the Registrable Securities so
specified

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<PAGE>   10


by such Holder in such notice. The Company shall not be required to maintain the
effectiveness of any such registration statement for any set period of time.
Such Piggyback Registration Rights shall expire at such time as the Holders can
sell all of their Warrant Shares pursuant to Rule 144 promulgated under the
Securities Act or any successor rule.

                  (b) Withdrawal of Piggyback Registration by Company. If, at
any time after giving written notice of its intention to register any securities
in a Piggyback Registration but prior to the effective date of the related
Registration Statement, the Company shall determine for any reason not to
register such securities, the Company shall give written notice of such
determination to each Holder and, thereupon, shall be relieved of its obligation
to register any Registrable Securities in connection with such Piggyback
Registration.

                  (c) Piggyback Registration of Underwritten Public Offerings.
If a Piggyback Registration involves an offering by or through underwriters,
then, (i) all Holders requesting to have their Registrable Securities included
in the Company's Registration Statement must sell their Registrable Securities
to the underwriters selected by the Company on the same terms and conditions as
apply to the Company or the other selling shareholders and (ii) any Holder
requesting to have his or its Registrable Securities included in such
Registration Statement may elect in writing, not later than three Business Days
prior to the effectiveness of the Registration Statement filed in connection
with such registration, not to have his or its Registrable Securities so
included in connection with such registration. The Company shall not be required
to include any Registrable Securities in such underwriting unless the Holders
thereof enter into an underwriting agreement with the underwriter(s) selected by
the Company in customary form, and upon terms and conditions agreed upon between
the Company and such underwriter(s) (except as to monetary obligations of the
Holders otherwise specifically contemplated by the provisions of this
Agreement).

                  (d) Payment of Registration Expenses for Underwritten
Piggyback Registration. The Company shall pay all Registration Expenses
associated with each Piggyback Registration and the sale of shares thereunder,
provided that the Holder shall pay all underwriting discounts applicable to the
Registrable Securities included in the Company's Registration Statement.

                  (e) Priority in Piggyback Registration. If a Piggyback
Registration involves an underwritten offering and the managing underwriter
advises the Company and the Holders requesting registration that, in its
opinion, the number of securities requested to be included in such registration
by the Holders and other shareholders having the contractual right to do so
exceeds the number that can be sold in such offering without jeopardizing the
success of the offering, the Company will include in such registration (i)
first, the securities the Company proposes to register, issue and sell, (ii)
second, securities of any shareholders whose exercise of registration rights
initiated the Company's preparation of the applicable Registration Statement,
and (iii) third, the number of shares requested for inclusion in such
registration by Holders, and by any other shareholders having the contractual
right to do so, that, in the opinion of such underwriter, can be sold without
jeopardizing the success of the offering, with the number of shares to be
included in such registration from each such Holder and other shareholder to be
reduced pro rata on the basis of the relative number of shares each such Holder
and other shareholder originally requested to be included in such registration,
subject however, to any superior contractual rights that exist on the date
hereof of any other holders of securities of the Company not to have the number
of securities so included to be reduced. To the extent that the underwriter or
the Company wishes to limit the number of shares to be included in the
registration on behalf of the holders with superior contractual rights that
exist on the date hereof, the shares of Common Stock of the Holders shall be
excluded from such offering prior to excluding any shares held by such other
holders.


                                      -10-

<PAGE>   11

         SECTION 6.02: DEMAND REGISTRATION.

                  (a) Request for Registration. The Majority Holders may demand
registration by the Company for a Public Offering of their Registrable
Securities under the Securities Act (a "Demand Registration"). Promptly after
receiving such a demand, the Company shall notify all other Holders in writing
of such demand and shall allow all other Holders to participate in such Demand
Registration. The Company shall be obligated to undertake one Demand
Registration through effectiveness with the SEC and closing. Such obligation,
however, shall expire at such time as the Holders can sell all of their Warrant
Shares pursuant to Rule 144 promulgated under the Securities Act or any
successor rule.

                  (b) Nature of Offering. The Majority Holders may elect to have
the Demand Registration cover either an underwritten Public Offering or a shelf
registration. The Company shall maintain any such shelf registration effective
with the SEC for a minimum of 180 days. The Majority Holders shall have the
right to select one or more managing underwriters for any underwritten Public
Offering. If the Majority Holders intend to distribute the Registrable
Securities covered by its request by means of an underwritten public offering,
it shall so advise the Company as a part of its request made pursuant to Section
6.02(a) hereof and the Company shall include such information in its written
notice to the Holders required under Section 6.02(a) hereof. In the event that
the Majority Holders intend to distribute the Registrable Securities by means of
an underwritten offering, the right of any Holder to include its Registrable
Securities in such registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to sell Registrable Securities through such underwriting
(including the Company and the Majority Holders) shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected by the Majority Holders for such underwriting (provided the same are
underwriters of recognized national standing reasonably acceptable to the
Company which enters into a confidentiality agreement in form and substance
reasonably acceptable to the Company), upon the terms and conditions agreed upon
between the Company and such underwriter(s).

                  Notwithstanding any other provision of this Section 6.02, if
the underwriter(s) advise the Majority Holders in writing that marketing or
other factors require that less than 100% of the Registrable Securities
requested by the Holder or Holders of Registrable Securities be included in the
underwriting, then the Company shall so advise all Holders of Registrable
Securities that would otherwise be underwritten pursuant hereto, and the amount
of Registrable Securities that may be included in the underwriting shall be
allocated among all Holders thereof, including the Majority Holders, in
proportion (as nearly as practicable) to the amount of Registrable Securities
which each Holder requested be included in such registration, subject to Section
6.05 hereof. If the amount of Registrable Securities to be underwritten has not
been so limited, the Company and other holders may include shares of Common
Stock for its own account (or for the account of other holders) in such
registration if the underwriter(s) so agree and to the extent that, in the
opinion of such underwriter(s), the inclusion of such additional amount will not
adversely affect the offering of the Registrable Securities included in such
registration.

                  (c) Deferral of Registration. Notwithstanding the foregoing,
if in the good faith judgment of the Board of Directors of the Company, the
registration requested pursuant to this Section 6.02 would be detrimental to the
Company and the Board of Directors of the Company concludes, as a result, that
it is advisable to defer the filing of such registration statement at such time,
then the Company shall have the right to defer such filing until such time as
the Board of Directors of the Company concludes that it is no longer detrimental
to the Company to effect such registration, but the

                                      -11-

<PAGE>   12


deferral period shall not exceed one calendar quarter. Furthermore, if, after a
Registration Statement becomes effective, the Company advises the Holders of
Registrable Securities that the Company considers it appropriate for the
Registration Statement to be amended, the holders of such shares shall suspend
any further sales of the Registrable Securities until the Company advises them
that the Registration Statement has been amended. The 180 day time period
referred to herein during which the Registration Statement must be kept current
after its effective date shall be extended for an additional number of business
days equal to the number of business days during which the rights to sell shares
was suspended pursuant to the preceding sentence.

                  (d) Payment of Registration Expenses for Demand Registration.
The Holders participating in such Demand Registration shall pay all Registration
Expenses associated with the Demand Registration and the sale of shares
thereunder, regardless of whether the Registration Statement becomes effective.

         SECTION 6.03: REGISTRATION PROCEDURES. If and whenever the Company is
required to effect or cause the registration of any Registrable Securities under
the Securities Act as provided in this Article VI, the Company shall use its
reasonable efforts to take action pursuant to all applicable Federal and state
laws and regulations to permit the sale or other disposition of the applicable
Registrable Securities and shall, as soon as reasonably practicable:

                  (a) promptly prepare and file with the SEC, and use its
         reasonable efforts to have declared effective by the SEC, the
         applicable Registration Statement, which shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the SEC to be filed
         therewith;

                  (b) furnish to each selling Holder of Registrable Securities
         and the underwriters, if any, as many copies of the Registration
         Statement, the Prospectus or the Prospectuses (including each
         preliminary prospectus) and any amendment or supplement thereto as they
         may reasonably request no later than two days following its filing with
         the SEC, which, in any event will be no later than two business days
         prior to the effective date of such Registration Statement;

                  (c) (i) use its reasonable efforts to prepare and file with
         the SEC such amendments to the Registration Statement as may be
         necessary to keep it effective for the applicable period (subject to
         the rights of the Company set forth in Sections 6.01 and 6.02); (ii)
         cause any Prospectus to be amended or supplemented as required and to
         be filed as required by Rule 424 or any similar rule that may be
         adopted under the Securities Act; (iii) respond as promptly as
         practicable to any comments received from the SEC with respect to the
         Registration Statement or any amendments thereto; and (iv) comply with
         the provisions of the Securities Act with respect to the disposition of
         all securities covered by the Registration Statements during the
         applicable period in accordance with the intended method or methods of
         distribution by the Holders;

                  (d) furnish to the selling Holders and underwriters, upon
         request and without charge, as many copies of any Prospectus and any
         amendment or supplement thereto as they may reasonably request in order
         to facilitate the public sale or other disposition of the Registrable
         Securities;

                  (e) use its reasonable efforts to register or qualify the
         Registrable Securities under

                                      -12-

<PAGE>   13


         all applicable state securities or blue sky laws of such jurisdictions
         in the United States and its territories and possessions as the selling
         Holders and managing underwriters may reasonably request and keep such
         registration or qualification effective during the period the
         Registration Statement is required to be kept effective; provided,
         however, that in connection therewith, the Company shall not be
         required to (i) qualify as a foreign corporation to do business or to
         register as a broker or dealer in any such jurisdiction where it would
         not otherwise be required to qualify or register but for this Section
         6.03(e), (ii) subject itself to taxation in any such jurisdiction with
         respect to such registration or qualification, or (iii) file a general
         consent to service of process in any such jurisdiction;

                  (f) notify the selling Holders and managing underwriters
         promptly (i) when the Registration Statement and any post-effective
         amendment thereto has become effective, (ii) when any amendment or
         supplement to a Prospectus has been filed with the SEC, except for an
         amendment via incorporation by reference of subsequent filings under
         the Exchange Act, (iii) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         the Registration Statement or any part thereof or the initiation of any
         proceedings for that purpose, (iv) if the Company receives any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for offer or sale in any jurisdiction or the
         initiation of any proceeding for such purpose, and (v) of the happening
         of any event during the period the Registration Statement is effective
         as a result of which (A) the Registration Statement contains any untrue
         statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading or (B) a Prospectus as then amended or
         supplemented contains any untrue statement of a material fact or omits
         to state any material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading;

                  (g) use its reasonable efforts to obtain the withdrawal of any
         order suspending the effectiveness of the Registration Statement by the
         SEC or any state securities authority as promptly as possible;

                  (h) enter into such agreements (including an underwriting
         agreements) and take all such other actions reasonably required in
         connection therewith in order to expedite or facilitate the disposition
         of such Registrable Securities and in such connection, if the
         registration is in connection with an underwritten offering (i) make
         such representations and warranties to the underwriters in such form,
         substance and scope as are customarily made by issuers to underwriters
         in underwritten offerings and confirm the same if and when requested;
         (ii) obtain opinions of counsel to the Company and updates thereof
         (which counsel and opinions in form, scope and substance shall be
         reasonably satisfactory to the underwriters) addressed to the
         underwriters and the Holders covering the matters customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may be reasonably requested by such underwriters; (iii) obtain "cold
         comfort" letters and updates thereof from the Company's accountants
         addressed to the underwriters and the Holders, such letters to be in
         customary form and to cover matters of the type customarily covered in
         "cold comfort" letters to underwriters in connection with underwritten
         offerings; (iv) set forth in full, in any underwriting agreement
         entered into, the indemnification provisions and procedures of Section
         6.04 hereof with respect to all parties to be indemnified pursuant to
         said Section; and (v) deliver such documents and certificates as may be
         reasonably requested by the underwriters to evidence compliance with
         clause (i) above and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company;
         the above shall be done at each closing under

                                      -13-

<PAGE>   14




         such underwriting or similar agreement or as and to the extent required
         thereunder;

                  (i) make available for inspection by one or more
         representatives of the selling Holders, any underwriter participating
         in any disposition pursuant to such registration, and any attorney or
         accountant retained by such Holders or underwriter, all financial and
         other records, pertinent corporate documents and properties of the
         Company, and cause the Company's officers, directors and employees to
         supply all information reasonably requested by any such representatives
         in connection therewith;

                  (j) cooperate with the selling Holders and managing
         underwriters to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be sold and not
         bearing any Securities Act legend and enable certificates for such
         shares to be issued for such numbers of shares and registered in such
         names as the selling Holders and managing underwriters may reasonably
         request; and

                  (k) use its reasonable efforts to cause all Registrable
         Securities to be listed on any securities exchange on which the Common
         Stock is then listed, or included on Nasdaq if the Common Stock is then
         so included.

         Each Holder of Registrable Securities as to which any registration is
being effected shall furnish to the Company such information regarding the
distribution of such securities and such other information as may otherwise be
required by the Securities Act to be included in such Registration Statement.

         The Holders agree that, upon receipt of any notice from the Company of
the occurrence of any event of the kind described in Section 6.03(f)(v) hereof,
the Holders shall forthwith discontinue disposition of the Registrable
Securities pursuant to the then current prospectus until (i) the Holders are
advised in writing by the Company that a new Registration Statement covering the
reoffer of Registrable Securities has become effective under the Securities Act,
or (ii) the Holders receive copies of a supplemented or amended Prospectus
contemplated by Section 6.03 hereof, or (iii) until the Holders are advised in
writing by the Company that the use of the then current Prospectus may be
resumed.

         SECTION 6.04: INDEMNIFICATION.

         (a) Indemnification by Company. In connection with each Registration
Statement relating to disposition of Registrable Securities, the Company shall
indemnify and hold harmless each Holder and each underwriter of Registrable
Securities and each Person, if any, who controls such Holder or underwriter
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), and each of their respective officers, directors, employees,
agents and attorneys, against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable investigation, legal and
other fees and expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Securities Act, the Exchange
Act or other Federal or state law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or preliminary prospectus or
any amendment thereof or supplement thereto, or arise out of or are based upon
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that such

                                      -14-



<PAGE>   15
indemnity shall not inure to the benefit of any Holder or underwriter (or any
Person controlling such Holder or underwriter within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) on account of any
losses, claims, damages or liabilities arising from the sale of Registrable
Securities if such untrue statement or omission or alleged untrue statement or
omission was made in such Registration Statement, Prospectus or preliminary
prospectus, or such amendment or supplement, in reliance upon and in conformity
with information furnished in writing to the Company by the Holder or
underwriter specifically for use therein and provided, further, that with
respect to any preliminary prospectus, the foregoing indemnification shall not
inure to the benefit of any Holder from whom the person asserting any loss,
claim, damage, liability or expense purchased Registrable Securities, or to any
person controlling such Holder, if copies of the Prospectus were timely
delivered to such Holder and a copy of the Prospectus (as then amended or
supplemented if the Company shall have timely furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Holder to
such person, if required by law to have been so delivered, at or prior to the
written confirmation of the sale of the Registrable Securities to such person,
and if such Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such loss, claim, damage, liability or expense. This
indemnity agreement shall be in addition to any liability that the Company may
otherwise have.

         (b) Indemnification by Holder. In connection with each Registration
Statement, each selling Holder shall indemnify, to the same extent as the
indemnification provided by the Company in Section 6.04(a), the Company, its
directors and each officer who signs the Registration Statement and each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act) but only insofar as such losses, claims,
damages and liabilities arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission that was made in the
Registration Statement, the Prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, in reliance upon and in conformity with
information furnished in writing by such Holder to the Company specifically for
use therein. In no event shall the liability of any selling Holder of
Registrable Securities hereunder be greater in amount than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

         (c) Conduct of Indemnification Procedure. Any party that proposes to
assert the right to be indemnified hereunder will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim is to be made against an indemnifying party or parties
under this Section, notify each such indemnifying party of the commencement of
such action, suit or proceeding, enclosing a copy of all papers served. No
indemnification provided for in Section 6.04(a) or 6.04(b) shall be available to
any party who shall fail to give notice as provided in this Section 6.04(c) if
and to the extent that the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was prejudiced by the
failure to give such notice, but the omission so to notify such indemnifying
party of any such action, suit or proceeding shall not relieve it from any
liability that it may have to any indemnified party for contribution or
otherwise than under this Section. In case any such action, suit or proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and the approval by the indemnified party of such counsel, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses, except as provided below and except for the reasonable costs
of investigation


                                      -15-



<PAGE>   16
subsequently incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its counsel in any
such action, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the employment of counsel by such
indemnified party has been authorized in writing by the indemnifying party, (ii)
the indemnified party shall have reasonably concluded, based on the advice of
its counsel, that there may be a conflict of interest between the indemnifying
party and the indemnified party in the conduct of the defense of such action (in
which case the indemnifying party shall not have the right to direct the defense
of such action on behalf of the indemnified party) or (iii) the indemnifying
party shall not have employed counsel to assume the defense of such action
within a reasonable time after notice of the commencement thereof, in each of
which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party, it being understood, however, that the indemnifying party
shall only be liable for the expenses of one separate counsel and local counsel
in each relevant jurisdiction, which counsel shall be reasonably approved by the
indemnifying party. An indemnifying party shall not be liable for any settlement
of any action, suit, proceeding or claim effected without its written consent.

         (d) Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 6.04(a) and 6.04(b) is due in accordance with its terms but for any
reason is held to be unavailable from the Company or any Holder, the Company and
the selling Holders shall contribute to the aggregate losses, claims, damages
and liabilities (including any investigation, legal and other fees and expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claims asserted, but after deducting any
contribution received by the Company from persons other than the Holders, such
as persons who control the Company within the meaning of the Securities Act,
officers of the Company who signed any Registration Statement and directors of
the Company, who may also be liable for contribution) to which the Company and
one or more of the Holders may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and
each such Holder on the other from the offering of the Registrable Securities
or, if such allocation is not permitted by applicable law or indemnification is
not available as a result of the indemnifying party not having received notice
as provided in Section 6.04(c) hereof, in such proportion as is appropriate to
reflect not only the relative benefits referred to above but also the relative
fault of the Company on the one hand and each such Holder on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and each
such Holder shall be deemed to be in the same proportion as (x) the total
proceeds from the offering (net of underwriting discounts but before deducting
expenses) received by the Company, bear to (y) the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation. The relative fault of the
Company or any such Holder shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
related to information supplied by the Company or any such Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section
6.04(d) were determined by pro rata allocation (even if the Holders were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 6.04(d), (i) in no case shall any
Holder be liable or responsible for any amount in excess of the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation, and (ii) the Company
shall be liable and responsible for any amount in excess of such dollar amount;
provided, however, that no person guilty of fraudulent misrepresentation

                                      -16-

<PAGE>   17


(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6.04, each person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act shall have the same rights to contribution as
such Holder, and each person, if any, who controls the Company within the
meaning of the Section 15 of the Securities Act or Section 20(a) of the Exchange
Act, each officer of the Company who shall have signed any Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clauses (i) and (ii) in the
immediately preceding sentence of this Section 6.04(d). Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section,
notify such party or parties from whom contribution may be sought, but the
omission so to notify such party or parties from whom contribution may be sought
shall not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have hereunder or otherwise than under this
Section 6.04. No party shall be liable for contribution with respect to any
action, suit, proceeding or claim settled without its written consent. Each
Holder's obligations to contribute pursuant to this Section 6.04(d) are several
in proportion to their respective shares sold and not joint.

         (e) Specific Performance. The Company and the Holder acknowledge that
remedies at law for the enforcement of this Section 6.04 may be inadequate and
intend that this Section 6.04 shall be specifically enforceable.

         SECTION 6.05: SUBORDINATION. Notwithstanding any other provision
hereof, the rights of the Holders hereunder shall be junior and subordinated to
any rights of any other parties with superior contractual registration rights if
marketing factors require a limitation on the amount of securities to be
included in the underwriting, such that the Registrable Securities of the
Holders shall be excluded from any offering prior to excluding any securities
held by any other persons having such superior contractual rights.


                                   ARTICLE VII


                                  OTHER MATTERS

         SECTION 7.01: AMENDMENTS AND WAIVERS. The provisions of this Warrant,
including without limitation the provisions of this sentence, and all rights
hereunder may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Company
has obtained the informed written consent thereto of the Warrantholder.

         SECTION 7.02: GOVERNING LAW. This Warrant shall be governed by and
construed in accordance with the internal laws (and not the laws pertaining to
conflicts or choice of law) of the State of Missouri. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the state and Federal
courts sitting in the City of St. Louis, State of Missouri, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, or that such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Warrant and agrees that such service shall constitute
good and

                                      -17-

<PAGE>   18



sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN.

         SECTION 7.03: SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

         SECTION 7.04: ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof or
thereof is validly asserted as a defense, the successful party shall be entitled
to recover reasonable attorneys' fees and disbursements in addition to its costs
and expenses and any other available remedy.

         SECTION 7.05: NOTICE. All notices, requests, demands, directions and
other communications ("Notices") concerning this Warrant shall be in writing and
shall be mailed or delivered personally to the applicable party at the address
of such party set forth below. When mailed, each such Notice shall be sent by
first class, certified mail, return receipt requested, enclosed in a postage
prepaid wrapper, and shall be effective on the fifth business day after it has
been deposited in the mail. When delivered personally, each such Notice shall be
effective when delivered to the address for the respective party set forth
herein provided that it is delivered on a Business Day and further provided that
it is delivered prior to 5:00 p.m., local time of the party to whom the notice
is being delivered, on that Business Day; otherwise, each such Notice shall be
effective on the first Business Day occurring after the Notice is delivered.
Each such Notice shall be addressed as follows: if to the Holder, addressed to
it or him in care of CT Corporation, 1209 Orange Street, Wilmington, Delaware
19801, Attention: Mark Ferrucci, or, if the Holder has designated, by notice in
writing to the Company, any other address, to such other address, and if to the
Company, addressed to it at TALX Corporation, 1850 Borman Court, St. Louis,
Missouri 63146, Attention: Craig Cohen. The Company may change its address by
written notice to the Holder and the Holder may change its or his address by
written notice to the Company.

         SECTION 7.06: HEADINGS AND CAPTIONS; SECTION REFERENCES. The article,
section and paragraph headings and captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation of
this Warrant. All references to an Article or Section include all subparts
thereof.

         SECTION 7.07: NO RIGHTS AS SHAREHOLDER. This Warrant shall not entitle
the Warrantholder to any rights as a shareholder of the Company, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive notice of, or to attend, meetings of shareholders
or any other proceedings of the Company, except to the extent exercised for
Warrant Shares in accordance with the terms hereof.

         SECTION 7.08: SURVIVAL. If this Warrant is exercised, in whole or in
part, on or prior to the Expiration Date, the provisions of Articles I, VI and
VII hereof shall survive the Expiration Date.



                                      -18-

<PAGE>   19

         IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the 7th day of May, 1999.

                                 TALX CORPORATION


                                 By:____________________________________________
                                 Name:   William W. Canfield
                                 Title:  President and Chief Executive Officer

Attest:______________________
              Secretary


                                      -19-



<PAGE>   20







                                   ASSIGNMENT

          (TO BE EXECUTED ONLY UPON ASSIGNMENT OF WARRANT CERTIFICATE)

         For value received, ____________________ hereby sells, assigns and
transfers unto _________________________ the within Warrant with respect to the
number of Warrant Shares issuable upon exercise of said Warrant set forth below,
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ___________________ attorney, to transfer said Warrant on
the books of the within-named Company, with full power of substitution in the
premises:

         Name (s) of
         Assignees (s)               Address               No. of Warrant Shares






         And if said number of Warrant Shares shall not be all of the Warrant
Shares issuable upon exercise of said Warrant, a new Warrant is to be issued in
the name of said undersigned for the balance remaining of the Warrant Shares
issuable upon exercise of said Warrant.

         Dated:  __________________


                                 ____________________________________________
                                 Note:  The above signature should correspond
                                 exactly with the name on the first page of this
                                 Warrant.







<PAGE>   21










                                SUBSCRIPTION FORM

        (TO BE EXECUTED UPON EXERCISE OF WARRANT PURSUANT TO SECTION 2.02

CHECK ONLY ONE OF THE FOLLOWING:

|_|      The undersigned hereby irrevocably elects to exercise the right of
         purchase represented by the within Warrant for, and to purchase
         thereunder, ____________ shares of Common Stock, as provided for
         therein, and tenders herewith payment of the purchase price in full in
         the form of cash or a certified or official bank check in the amount of
         $ ____________.

         OR

|_|      The undersigned hereby irrevocably elects to exercise the within
         Warrant for ____________ shares of Common Stock pursuant to a Cashless
         Exercise as provided for in Section 2.02(a) of said Warrant.



         Please issue a certificate or certificates for such Common Stock in the
name of:

                           Name:__________________________________

                           _______________________________________

                           _______________________________________

                           _______________________________________
                           (Please Print Name, Address and
                           Social Security Number)

         And if said number of Warrant Shares shall not be all of the Warrant
Shares issuable upon exercise of said Warrant, a new Warrant is to be issued in
the name of the undersigned for the balance remaining of the Warrant Shares
issuable upon exercise of said Warrant, and if such balance remaining shall not
be a whole number it shall be rounded up to the next higher whole number of
shares.



         Dated:  __________________


                                     ___________________________________________
                                     Note: The above signature should correspond
                                     exactly with the name on the first page of
                                     this Warrant or with the name of the
                                     assignee appearing in the assignment form
                                     attached to this Warrant.