<PAGE>
 
                                                                    EXHIBIT 10.2

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED 
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH 
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE 
APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE 
PROVISIONS OF SECTION 7 OF THIS WARRANT.

                          MIDCOM COMMUNICATIONS INC.
                          --------------------------

                      WARRANT TO PURCHASE 100,000 SHARES
                       OF COMMON STOCK (this "Warrant")

          MIDCOM COMMUNICATIONS INC., a Washington corporation (the "Company"),
hereby certifies that, for value received, Foothill Capital Corporation, a
California corporation, or registered assigns, is the registered holder of
warrants (the "Warrants") to subscribe for and purchase One Hundred Thousand
(100,000) shares of the fully paid and nonassessable Common Stock (as adjusted
pursuant to Section 4 hereof, the "Shares") of the Company, at the price of
$8.75 per share (such price and such other prices as shall result, from time to
time, from the adjustments specified in Section 4 hereof is herein referred to
as the "Warrant Price"), subject to the provisions and upon the terms and
conditions hereinafter set forth. As used herein, (a) the term "Common Stock"
shall mean the Company's presently authorized Common Stock, par value $.0001 per
share, and any stock into or for which such Common Stock may hereafter be
converted or exchanged, (b) the term "Date of Grant" shall mean September 17,
1997, and (c) the term "Other Warrants" shall mean any warrant issued upon
transfer or partial exercise of this Warrant. The term "Warrant" as used herein
shall be deemed to include Other Warrants unless the context hereof or thereof
clearly requires otherwise.

          1.   Term. The purchase right represented by this Warrant is
exercisable, in whole or in part, at any time and from time to time from the
Date of Grant through and including September 17, 2002.

          2.   Method of Exercise; Payment; Issuance of New Warrant. Subject to
Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the holder hereof, in whole or in part and from time to time, by
the surrender of this Warrant (with the notice of exercise form attached hereto
as Exhibit A duly executed) at the principal office of the Company and by the
payment to the Company of an amount equal to the then applicable Warrant Price
multiplied by the number of Shares then being purchased. The person or persons
in whose name(s) any certificate(s) representing shares of Common Stock shall be
issuable upon exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated

<PAGE>
 
for all purposes as the record holder(s) of the shares represented thereby (and
such shares shall be deemed to have been issued) immediately prior to the close
of business on the date or dates upon which this Warrant is exercised. In the
event of any exercise of the rights represented by this Warrant, certificates
for the shares of stock so purchased shall be delivered to the holder hereof as
soon as possible and in any event within thirty (30) days after such exercise
and, unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the holder
thereof as soon as possible and in any event within such thirty-day period.

          3.   Stock Fully Paid; Reservation of Shares. All Shares that my be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance pursuant to the terms and conditions herein, be fully paid and
nonassessable, and free from all taxes, liens, charges, and pre-emptive rights
with respect to the issue thereof. The Company shall pay all transfer taxes, if
any, attributable to the issuance of Shares upon the exercise of the Warrants.
During the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserved for the
purpose of the issue upon exercise of the purchase rights evidence by this
Warrant, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.

          4.   Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:

               a.   Reclassification or Merger. In case of any reclassification,
change or conversion of securities of the class issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the Company with or into another corporation (other
than a merger with another corporation in which the Company is the acquiring and
the surviving corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant), or in
case of any sale of all or substantially all of the assets of the Company, the
Company, or such successor or purchasing corporation, as the case may be, shall
duly execute and deliver to the holder of this Warrant a new Warrant (in form
and substance satisfactory to the holder of this Warrant), so that the holder of
this Warrant shall have the right to receive, at a total purchase price not to
exceed that payable upon the exercise of the unexercised portions of this
Warrant, and in lieu of the shares of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of the number of shares of Common Stock then purchasable
under this Warrant. Such new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 4. The provisions of this subparagraph (a) shall similarly apply to
successive reclassifications, changes, mergers and transfers.

               b.   Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its outstanding

                                      2 

<PAGE>
 
shares of Common Stock, the Warrant Price shall be proportionately decreased in 
the case of a subdivision or increased in the case of a combination, effective 
at the close of business on the date the subdivision or combination becomes 
effective.

               c.   Stock Dividends and Other Distributions. If the Company at 
any time while this Warrant is outstanding and unexpired shall (i) pay a 
dividend with respect to Common Stock payable in Common Stock, or (ii) make any 
other distribution with respect to Common Stock (except any distribution 
specifically provided for in the foregoing sub-paragraphs (a) and (b)) of Common
Stock, then the Warrant Price shall be adjusted, from and after the date of 
determination of shareholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Warrant Price in effect immediately 
prior to such date of determination by a fraction (i) the numerator of which 
shall be the total number of shares of Common Stock outstanding immediately 
prior to such dividend or distribution, and (ii) the denominator of which shall 
be the total number of shares of Common stock outstanding immediately after such
dividend or distribution.

               d.   Rights Offerings. In case the Company shall, at any time 
after the Date of Grant, issue rights, options or warrants to any person or 
persons who are at the time of such issuance the holders of equity securities of
the Company, entitling them to subscribe for or purchase shares of Common Stock 
(or securities convertible or exchangeable into Common Stock) at a price per 
share of Common Stock (or having a conversion or exchange price per share of 
Common Stock if a security convertible or exchangeable into Common Stock) less 
than the fair market value per share of Common Stock on the record date for such
issuance (or the date of issuance, if there is no record date), the Warrant 
Price to be in effect on and after such record date (or issuance date, as the 
case may be) shall be determined by multiplying the Warrant Price in effect 
immediately prior to such record date (or issuance date, as the case may be) by 
a fraction (i) the numerator of which shall be the number of shares of Common 
Stock outstanding on such record date (or issuance date, as the case may be) 
plus the number of shares of Common Stock which the aggregate offering price of 
the total number of shares of such Common Stock so to be offered (or the 
aggregate initial exchange or conversion price of the exchangeable or 
convertible securities so to be offered) would purchase at such fair market 
value on such record date (or issuance date, as the case may be) and (ii) the 
denominator of which shall be the number of shares of Common Stock outstanding 
on such record date (or issuance date, as the case may be) plus the number of 
additional shares of Common Stock to be offered for subscription or purchase (or
into which the convertible securities to be offered are initially exchangeable 
or convertible). In case such subscription price may be paid in part or in whole
in a form other than cash, the fair value of such consideration shall be 
determined by the Board of Directors of the Company in good faith as set forth 
in a duly adopted board resolution certified by the Company's Secretary or 
Assistant Secretary. Such adjustment shall be made successively whenever such an
issuance occurs; and in the event that such rights, options, warrants, or 
convertible or exchangeable securities are not so issued or expire or cease to 
be  convertible or exchangeable before they are exercised, converted, or 
exchanged (as the case may be), then the Warrant Price shall again be adjusted 
to be the Warrant Price that would then be in effect if such issuance had not 
occurred, but such subsequent adjustment shall not affect the number of Shares 
issued upon any exercise of Warrants prior to the date such subsequent 
adjustment is made.

                                       3

<PAGE>
 
               e.   Special Distributions. In case the Company shall fix a
record date for the making of a distribution to all holders of shares of Common
Stock (including any such distribution made in connection with a consolidation
or merger in which the Company is the surviving corporation) or evidences of
indebtedness or assets (other than dividends and distributions referred to in
subparagraphs (b) and (c) above and other than cash dividends) or of
subscription rights, options, warrants, or exchangeable or convertible
securities containing the right to subscribe for or purchase shares of any class
of equity securities of the Company (excluding those referred to in subparagraph
(d) above), the Warrant Price to be in effect on and after such record date
shall be adjusted by multiplying the Warrant Price in effect immediately prior
to such record date by a fraction (i) the numerator of which shall be the fair
market value per share of Common Stock on such record date, less the fair value
(as determined by the Board of Directors of the Company in good faith as set
forth in a duly adopted board resolution certified by the Company's Secretary or
Assistant Secretary) of the portion of the assets or evidences of indebtedness
so to be distributed or of such subscription rights, options, warrants, or
exchangeable or convertible securities applicable to one (1) share of the Common
Stock outstanding as of such record date, and (ii) the denominator of which
shall be such fair market value per share of Common Stock. Such adjustment shall
be made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Warrant Price shall again be adjusted to
be the Warrant Price which would then be in effect if such record date had not
been fixed, but such subsequent adjustment shall not affect the number of Shares
issued upon any exercise of Warrants prior to the date such subsequent
adjustment was made.

               f.   Other Issuances of Securities. In case the Company or any
subsidiary shall, at any time after the Date of Grant, issue shares of Common
Stock, or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding (i) shares, rights, options, warrants, or convertible or exchangeable
securities described in subparagraphs (f) or (g) of Section 11 hereof or issued
in any of the transactions described in subparagraphs (b), (c), (d) or (e)
above, (ii) shares issued upon the exercise of such rights, options or warrants
or upon conversion or exchange of such convertible or exchangeable securities,
(iii) the Warrants and any shares issued upon exercise thereof, and (iv) stock
options, and shares of Common Stock issued upon exercise of such options,
pursuant to any stock option plan existing as of the Date of Grant), at a price
per share of Common Stock (determined in the case of such rights, options,
warrants, or convertible or exchangeable securities by dividing (x) the total
amount receivable by the Company in consideration of the sale and issuance of
such rights, options, warrants, or convertible or exchangeable securities, plus
the total minimum consideration payable to the Company upon exercise,
conversion, or exchange thereof by (y) the total maximum number of shares of
Common Stock covered by such rights, options, warrants, or convertible or
exchangeable securities) lower than the fair market value per share of Common
Stock on the date the Company fixes the offering price of such shares, rights,
options, warrants, or convertible or exchangeable securities, then the Warrant
Price shall be adjusted so that it shall equal the price determined by
multiplying the Warrant Price in effect immediately prior thereto by a fraction
(i) the numerator of which shall be the sum of (A) the number of shares of
Common Stock outstanding immediately prior to such sale and issuance plus (B)
the number of shares of Common Stock which the aggregate consideration received
(determined as provided below) for such sale or issuance would purchase at such
fair market value per share, and (ii) the

                                       4
<PAGE>
 
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such sale and issuance. Such adjustment shall be
made successively whenever such an issuance is made. For the purposes of such
adjustment, the maximum number of shares of Common Stock which the holder of any
such rights, options, warrants or convertible or exchangeable securities shall
be entitled to subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale and issuance and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants, or convertible or
exchangeable securities, plus the minimum consideration or premium stated in
such rights, options, warrants, or convertible or exchangeable securities to be
paid for the shares of Common Stock covered thereby. In case the Company shall
sell and issue shares of Common Stock, or rights, options, warrants, or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock for a consideration consisting, in whole or in
part, of property other than cash or its equivalent, then in determining the
price per share of Common Stock and the consideration received by the Company
for purposes of the first sentence of this subparagraph (f), the Board of
Directors of the Company shall determine, in good faith, the fair value of said
property, and such determination shall be described in a duly adopted board
resolution certified by the Company's Secretary or Assistant Secretary. In case
the Company shall sell and issue rights, options, warrants, or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock together with one or more other securities as a part of a unit
at a price per unit, then in determining the price per share of Common Stock and
the consideration received by the Company for purposes of the first sentence of
this subparagraph (f), the Board of Directors of the Company shall determine, in
good faith, which determination shall be described in a duly adopted board
resolution certified by the Company's Secretary or Assistant Secretary, the fair
value of the rights, options, warrants, or convertible or exchangeable
securities then being sold as part of such unit. Such adjustment shall be made
successively whenever such an issuance occurs, and in the event that such
rights, options, warrants, or convertible or exchangeable securities expire or
cease to be convertible or exchangeable before they are exercised, converted, or
exchanged (as the case may be), then the Warrant Price shall again be adjusted
to the Warrant Price that would then be in effect if such sale and issuance had
not occurred, but such subsequent adjustment shall not affect the number of
Shares issued upon any exercise of Warrants prior to the date such subsequent
adjustment is made.

               g.   Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price, the number of Shares of Common Stock purchasable hereunder shall
be adjusted, to the nearest whole share, to the product obtained by multiplying
the number of Shares purchasable immediately prior to such adjustment in the
Warrant Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be the
Warrant Price immediately thereafter.

               h.   Determination of Fair Market Value. For purposes of this
Section 4, "fair market value" of a share of Common Stock as of a particular
date (the "Determination date") shall mean (i) if shares of Common Stock are
traded on a national securities exchange (an "Exchange"), the weighted average
of the closing prices of a share of the Common Stock of the Company on the last
five (5) trading days prior to the Determination

                                       5


<PAGE>
 
Date reported on such Exchange as reported in The Wall Street Journal (weighted 
with Respect to the trading volume with respect to each such day), or (ii) if 
shares of Common Stock are not traded on an Exchange but trade in the 
over-the-counter market and such shares are quoted on the National Association 
of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of
the last sale prices reported on NASDAQ or (B) if such shares are an issue for 
which last sale prices are not reported on NASDAQ, the average of the closing 
bid and ask prices, in each case on the last five (5) trading days (or if the 
relevant price or quotation did not exist on any of such days, the relevant 
price or quotation on the next preceding business day on which there was such a 
price or quotation) prior to the Determination Date as reported in The Wall 
Street Journal.

          5.   Notice of Adjustments. Whenever the Warrant Price or the number
of Shares purchasable hereunder shall be adjusted pursuant to Section 4 hereof,
the Company shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price and the number of Shares purchasable hereunder after
giving effect to such adjustment, which shall be mailed (without regard to
Section 13 hereof, by first class mail, postage prepaid) to the holder of this
Warrant .

          6.   Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor based on the fair market
value (as determined in accordance with Section 4(h) above) of a share of Common
Stock on the date of exercise.

          7.   Compliance with Securities Act; Disposition of Warrant or Shares
of Common Stock.

               a.   Compliance with Securities Act. The holder of this Warrant,
by acceptance hereof, agrees that this Warrant and the shares of Common Stock to
be issued upon exercise hereof are being acquired for investment and that such
holder will not offer, sell or otherwise dispose of this Warrant, or any shares
of Common Stock to be issued upon exercise hereof except under circumstances
which will not result in a violation of the Securities Act of 1933, as amended
(the "Act"). Upon exercise of this Warrant, the holder hereof shall confirm in
writing, by executing the form attached as Schedule 1 to Exhibit A hereto, that
the shares of Common Stock so purchased are being acquired for investment and
not with a view toward distribution or resale. This Warrant and all shares of
Common Stock issued upon exercise of this Warrant (unless registered under the
Act) shall be stamped or imprinted with a legend in substantially the following
form:

     "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE
     OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION
     STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER,
     REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
     REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE
     GOVERNMENTAL

                                       6

        



<PAGE>
 
     AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION
     7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED DIRECTLY OR
     INDIRECTLY."

          In addition, in connection with the issuance of this Warrant, the
holder specifically represents to the Company by acceptance of this Warrant as
follows :

                    (1)  The holder is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. The holder is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Act.

                    (2)  The holder understands that this Warrant and the Shares
have not been registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of the holder's investment intent as expressed herein. In this
connection, the holder understands that, in the view of the Securities and
Exchange commission (the "SEC"), the statutory basis for such exemption may be
unavailable if the holder's representation was predicated solely upon a present
intention to hold the Warrant and the Shares for the minimum capital gains
period specified under applicable tax laws, for a deferred sale, for or until an
increase or decrease in the market price of the Warrant and the Shares, or for a
prior of one (1) year or any other fixed period in the future.

                    (3)  The holder further understands that this Warrant and
the Shares must be held indefinitely unless subsequently registered under the
Act and any applicable state securities laws, or unless exemptions from
registration are otherwise available.
        
                    (4)  The holder is aware of the provisions of Rule 144 and
144A, promulgated under the Act, which in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions, if applicable, including,
among other things: the availability of certain public information about the
Company, the resale occurring not less than one (1) year after the party has
purchased and paid for the securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.

                    (5)  The holder further understands that at the time it
wishes to sell this Warrant and the Shares there may be no public market upon
which to make such a sale, and that, even if such a public market then exists,
the Company may not be satisfying the current public information requirements of
Rule 144 and 144A, and that, in such event, the holder may be precluded from
selling this Warrant and the Shares under Rule 144 and 144A even if the one(1)-
year minimum holding period had been satisfied.

                                       7

<PAGE>
 
                    (6)  The holder further understands that in the event all of
the requirements of Rule 144 and 144A are not satisfied, registration under the
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 and 144A is not
exclusive, the Staff of the SEC has expressed its opinion that persons proposing
to sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 and 144A will have a substantial burden of
proof in establishing that an exemption from registration is available for such
offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk.

               b.   Disposition of Warrant or Shares. With respect to any offer,
sale or other disposition of this Warrant, or any Shares acquired pursuant to
the exercise of this Warrant prior to registration of such Warrant or Shares,
the holder hereof and each subsequent holder of this Warrant agrees to give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of such holder's counsel, if reasonably
requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act
as then in effect or any federal or state law then in effect) of this Warrant or
such Shares and indicating whether or not under the Act certificates for this
Warrant or such Shares to be sold or otherwise disposed of require any
restrictive legend as to applicable restrictions on transferability in order to
ensure compliance with applicable law. Promptly upon receiving such written
notice and reasonably satisfactory opinion, if so requested, the Company, as
promptly as practicable, shall notify such holder that such holder may sell or
otherwise dispose of this Warrant or such Shares, all in accordance with the
terms of the notice delivered to the Company. If a determination has been made
pursuant to this subsection (b) that the opinion of counsel for the holder is
not reasonably satisfactory to the Company, the Company shall so notify the
holder promptly after such determination has been made. The foregoing
notwithstanding, this Warrant or such Shares may, as to such federal laws, be
offered, sold or otherwise disposed of in accordance with Rule 144 and 144A
under the Act, provided that the Company shall have been furnished with such
information as the Company may reasonably request to provide a reasonable
assurance that the provisions of Rule 144 and 144A have been satisfied. Each
certificate representing this Warrant or the Shares thus transferred (except a
transfer pursuant to Rule 144) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the holder, such legend is not
required in order to ensure compliance with such laws. The Company may issue
stop transfer instructions to its transfer agent or, if acting as its own
transfer agent the Company may stop transfer on its corporate books, in
connection with such restrictions.

          8.   Rights as Shareholders; Information. No holder of this Warrant,
as such, shall be entitled to vote or receive dividends or be deemed the holder
of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, no shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a shareholder of the Company or any right to vote for the election
of the directors or upon any matter submitted to shareholders at any meeting
thereof, or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until this Warrant shall have been exercised
and the Shares purchasable upon the exercise hereof shall

                                       8


<PAGE>
 
have become deliverable, as provided herein. The foregoing notwithstanding, the 
Company will transmit to the holder of this Warrant such information, documents 
and reports as are generally distributed to the holders of any class or series 
of the securities of the Company concurrently with the distribution thereof to 
the shareholders.

          9.   Registraton Rights.

               9.1.a. The Company covenants and agrees that at any time after 
receipt of a written request (a "Demand Registration Request") from the holders
of this Warrant and the Other Warrants and/or holders of Shares (this Warrant,
the Other Warrants, and the Shares are referred to herein, collectively, as the
"Securities") (hereinafter, the "Securityholders") constituting at least fifty
percent (50%) of the Securities on such date (determined on an as-exercised
basis) and then eligible for inclusion in a registration pursuant to this
Section 9.1, stating that the Initiating Securityholders (as defined below)
desire and Intend to transfer all or a portion of the Securities held by them
under such circumstances, the Company shall give notice (the "Registration
Notice") to all of the Security holders within thirty (30) days of the Company's
receipt of such registration request, and the Company shall cause to be included
in such registration all Securities requested to be included therein by any such
Securityholder within fifteen (15) days after such Registration Notice is
effective (subject to the provisions of the final sentence of this Section
9.1(a)). After such fifteen (15)-day period, the Company shall file as promptly
as practicable a registration statement and use its reasonable best efforts to
cause such registration statement to become effective under the Act and remain
effective for one hundred and twenty (120) days or such shorter period as may be
required if all such Securities covered by such registration statement are sold
prior to the expiration of such one hundred twenty (120)-day period; provided
that the Company shall not be obligated to effect any such registration pursuant
to this Section 9.1 after the Company has effected one (1) such registraton
pursuant to this Section 9.1; provided further that to the extent that any
Securities requested to be included in the initial registration requested under
this Section 9.1(a) are not so included as the result of the provisions of the
final sentence of this Section 9.1(a), the Company shall be obligated to effect
one (1) additional registration pursuant to this Section 9.1. Each
Securityholder making a demand for registration under this Section 9.1 is
referred to herein as an "Initiating Securityholder." For purposes of this
Section 9, a registration shall not be deemed to have been effected unless a
registration statement with regard thereto has been declared effective and,
subject to Section 9.3(b) hereof, remained effective for a period of one hundred
and twenty (120) days (or such shorter period as is permitted in the second
sentence of this Section 9.1). The foregoing notwithstanding, in the event of an
underwritten offering pursuant to this Section 9.1, if the managing underwriter
of such offering shall advise the Securityholders in writing that, in its
opinion, the disbursement of a specified portion of the securities requested to
be included in the registration would materially adversely affect the
distribution of such securities by increasing the aggregate amount of the
offering in excess of the maximum amount of securities which such managing
underwriter believes can reasonably be sold in the contemplated distribution,
then the securities to be included in the registration shall be included in the
following order: (i) first, pro rata among all of the Securities requested to be
included therein by the Initiating Securityholder, (ii) second, the Securities
requested to be included therin by the other Security holder, pro rata among
such Securityholders according to the number of Securities requested by be
included by each such Security holder requesting inclusion

                                       9



<PAGE>
 
therein, and (iii) third, such other securities requested to be included therein
by the Company and the holders of such other securities, pro --- among the
Company and the holders of such other securities according to the number of
securities requested to be included by the Company and each such holder
requesting inclusion therein.

                    b.   For purposes of this Section 9.1 the Securityholders
who have requested registration of Shares to be acquired upon the exercise of
Warrants not theretofore exercised shall furnish the Company with an undertaking
that they or the underwriters or other persons to whom such Warrants will be
transferred have undertaken to exercise such Warrants and to sell, transfer or
otherwise dispose of the shares received upon exercise of such Warrants in such
registration.

                    c.   In the event of an underwritten offering pursuant to
this Section 9.1, the Company shall be entitled to select the underwriter;
provided, that the underwriter so selected shall be subject to approval by the
Securityholders requesting registration of the Securities being registered,
which approval shall not be withheld unreasonably.

                    d.   Notwithstanding the terms of Section 9.1(a), the
Company shall not be required to register the Securities of Securityholders
pursuant to Section 9.1, if the Company elects, at its sold option and to the
extent that it may legally do so, to purchase such Securities and completes such
purchase pursuant to the provisions of this Section 9.1(d). Within fifteen (15)
days after receipt of a Demand Registration Request, the Company may elect to
purchase all and not less than all of the Securities that would otherwise be
subject to registration pursuant to Section 9.1(a) by providing written notice
(the "Purchase Notice") to all of the Securityholders setting forth (i) its
election to purchase such Securities, (ii) the purchase price of the Securities,
and (iii) the closing date for such purchase. The Company shall thereafter
purchase all of the Securities requested to be included in such purchase by the
Securityholders within fifteen (15) days after the Purchase Notice becomes
effective. The purchase price for each Share shall be the fair market value (as
defined in Section 4) of a share of Common Stock on the date of the Demand
Registration Request; the purchase price for each Warrant shall be (x) the fair
market value (as defined in Section 4) of a share of Common Stock on the4e date
of the Demand Registration Request less (y) the Warrant Price. The closing of
the purchase of the Securities shall take place on the date set forth in the
Purchase Notice, which date shall be not less than fifteen (15) nor more than
forty-five (45) days after the date of the Purchase Notice. At the closing, the
Company shall deliver to each Securityholder, in cash, the purchase price for
the Securities surrendered by such Securityholder.

               9.2.a. The Company covenants and agrees with the Securityholders
that in the event that the Company proposes after the Date of Grant to file a
registration statement under the Act with respect to any of its equity
securities (other than pursuant to registration statements on Form S-4 or 
Form S-8 or any successor or similar forms), whether or not for its own account,
then the Company shall give written notice of such proposed filing to all
Securityhbolders promptly (and in any event at least twenty(20) days before the
anticipated filing date). Such notice shall offer to such Security holders,
together with others who have similar rights, the opportunity to include in such
registration statement such number of Securities as they may request. The
Company shall direct and use its reasonable best efforts to cause the

                                      10

<PAGE>
 
managing underwriter of a proposed underwritten offering (unless the offering is
an underwritten offering of a class of the Company's equity securities other
than Common Stock and the managing underwriter has advised the Company in
writing that, in its opinion, the inclusion in such offering of Common Stock
would materially adversely affect the distribution of such offering) to permit
the holders of Securities requested to be included in the registration to
include such Securities in the proposed offering and the Company shall use its
reasonable best efforts to include such Securities in such proposed offering on
the same terms and conditions as any similar securities of the Company included
therin. If the offering of which the Company gives notice is a public offering
involving an underwriter, the right of a Securityholder to registration pursuant
to this Section 9.2 shall be conditioned upon such Securityholder's
participation in such underwriting and the inclusion of the Securities to be
sold by such Securityholder in the underwriting. All Securityholders proposing
to distribute Securities through such underwriting shall enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters. The foregoing notwithstanding, in the case of a
firm commitment offering on underwriting terms appropriate for such a
transaction, other than a registration requested by Securityholders pursuant to
Section 9.1, if any such managing underwriter of recognized standing shall
advise the Company and the Securityholders in writing that, in its opinion, the
distribution of all or a specified portion of the Securities requested to be
included in the registration concurrently with the securities being registered
by the Company would materially adversely affect the distribution of such
securities by increasing the aggregate amount of the offering in excess of the
maximum amount of securities which such managing underwriter believes can
reasonably be sold in the contemplated distribution, then the securities to be
included in a registration which is a primary underwritten offering on behalf of
the Company shall be included in the following order: (i) first, the securities
the Company proposes to include therein and (ii) second, such other securities
(including the Securities) requested to be included, pro rata among the holders
(including the Securityholders) of such other securities according to the number
of securities requested to be included by each such holder requesting inclusion
therein.
                    b.   In the event that a holder or holders of the Company's
securities (other than a Securityholder or Securityholders) requests, pursuant
to rights granted to such holder or holders, that the Company file a
registration statement for the public offering of securities and the Company and
the other holders of the Company's securities (including the Securityholders)
who have rights to be included in such registration, request to be included in
such registration and the managing underwriter of such offering shall advise the
Company and the holders requesting inclusion in the offering that, in its
opinion, the distribution of a specified portion of the securities requested to
be included in the registration would materially adversely affect the
distribution of such securities by increasing the aggregate amount of the
offering in excess of the maximum amount of securities which such managing
underwriter believes can reasonably be sold in the contemplated distribution
then, the securities to be included in the registration shall be included in the
following order: (i) first, all of the securities requested to be included
therein by the holder or holders making the initial request for the
registration, and (ii) second, such other securities requested to be included
therein by the Company and the holders of such other securities, pro rata among
the Company and the holders of such other securities according to the number of
securities requested to be included by the Company and each such holder
requesting inclusion therein. For purposes of this Section 9.2(b), the Company

                                      11
<PAGE>
 
agrees to request for inclusion in the registration only that number of 
securities that the Company intends, in good faith, to sell, if all such 
securities so requested by the Company were permitted to be included by the 
managing underwriter in such registration and sold pursuant thereto.

               9.3.a. In connection with the registration of Securities on
behalf of the holders thereof (such Securityholders being referred to herein as
"Sellers") in accordance with Section 9.1 or Section 9.2 above, the Company
agrees to:

                    (i)  enter into a cross-indemnity agreement, in customary
form, with each underwriter, if any, and each Seller;

                    (ii) subject to the provisions of Section 9.1(a) and Section
9.2(a) regarding reductions by the managing underwriter, include in the
registration statement filed with the SEC, the Securities for which requests for
registration have been made; provided, however, that promptly after filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to each Seller copies of all such documents filed
including, if requested, documents incorporated by reference in the registration
statement; and notify each Seller of any stop order issued or threatened by the
SEC and use its best efforts to prevent the entry of such stop order or to
remove it if entered;

                    (iii) prepare and file with the SEC such amendments of and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective (A)
in the case of a registration pursuant to Section 9.1, for a period of one
hundred and twenty (120) days, or, in the case of a registration pursuant to
Section 9.2, for a period of ninety (90) days, or, in the case of a registration
pursuant to Section 9.2, for a period of ninety (90) days or (B) such shorter
period as may be required if all such Securities covered by such registration
statement are sold prior to the expiration of such periods, and comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement during such period in accordance with the
intended methods of disposition by the Sellers set forth in such registration
statement;

                    (iv) furnish to each Seller and each underwriter, if any,
without charge, such number of copies of the registration statement, each
amendment and supplement thereto (in each case including all exhibits thereto),
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Seller may reasonably
request in order to facilitate the disposition of the Securities proposed to be
sold by such Seller;

                    (v)  use its reasonable best efforts to register or qualify
such Securities under such other securities or Blue Sky laws of such
jurisdictions as any Seller or any such underwriter reasonably requests in
writing and keep such registrations or qualifications in effect for so long as
such registration statement remains in effect and do any and all acts and things
which may be reasonably necessary or advisable to enable such Seller to
consummate the disposition in such jurisdictions of the Securities owned by such
Seller;

                                      12
<PAGE>
 
provided, however, that the Company shall not be required to (A) qualify 
generally to do business in any jurisdiction where it would not otherwise be 
required to qualify but for this subsection (v). (B) subject itself to taxation 
in any such jurisdiction, or (C) consent to general service of process in any 
jurisdiction;

                    (vi) notify each Seller, at any time when a prospectus
relating to such Seller's Securities is required to be delivered under the Act,
of the occurrence of any event as a result of which the prospectus included in
such registration statement contains an untrue statement of a material fact or
omits to state any material fact necessary to make the statements therein not
misleading, and as soon as practicable prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading;

                    (vii) cause all such Securities to be listed on any Exchange
or NASDAQ on which similar securities issued by the Company are then listed;

                    (viii) provide a transfer agent, registrar and CUSIP number
for all such Securities not later than the effective date of such registration
statement;

                    (ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions that
the Sellers or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Securities;

                    (x) make available for inspection by the Sellers and their
counsel, any underwriter participating in any disposition pursuant to such
registration statement, and any counsel retained by any such underwriter, all
pertinent financial and other information and corporate documents of the
Company, and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such Seller, underwriter or counsel in
connection with such registration statement;

                    (xi) with respect to an underwritten offering, use its
reasonable best efforts to obtain a "cold comfort" letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by "cold comfort" letters as the sellers or any
underwriter may reasonably request;

                    (xii) with respect to an underwritten offering, obtain an
opinion of counsel to the Company, addressed to the Sellers and any underwriter,
in customary form and including such matters as are customarily covered by such
opinions in underwritten registered offerings of equity securities as the
Sellers or any underwriter reasonably request, such opinion to be reasonably
satisfactory in form and substance to each Seller; and

                    (xiii) otherwise use its best efforts to comply with all
applicable as rules and regulations of the SEC, and make available to its
securityholders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12)

                                      13

<PAGE>
 
months subsequent to the effective date of the registration statement, which 
earnings statement shall satisfy the provisions of Section 11(a) of the Act and 
Rule 158 thereunder.

                    b.   Any other provisions of this Section 9 notwithstanding,
upon receipt by the Securityholders of a written noticed signed by the chief
executive officer, chief operating officer or chief financial officer of the
Company to the effect set forth below, the Company shall not be obligated during
a reasonable period of time thereafter to effect any registrations pursuant to
this Section 9, and the Securityholders agree that they will immediately suspend
sales of shares under any effective registration statement for a reasonable
period of time, in either case not to exceed ninety (90) days, at any time at
which, in the Company's reasonable judgment, (i) there is a development
involving the Company or any of its affiliates which is material but which has
not yet been publicly disclosed or (ii) sales pursuant to the registration
statement would materially and adversely affect an underwritten public offering
for the account of the Company or any other material financing project or a
proposed or pending material merger or other material acquisition or material
business combination or material disposition of the Company's assets, to which
the Company or any of its affiliates is, or is expected to be, a party. In the
event a registration is postponed or sales by the Securityholders pursuant to an
effective registration statement are suspended in accordance with this Section
9.3(b), there shall be added to the period during which the Company is obligated
to keep a registration effective the number of days for which the registration
was postponed or sales were suspended pursuant to this Section 9.3(b).

                    c.   The Company may require that each Seller, as a
condition registering his, her or its Securities pursuant hereto, to furnish to
the Company such information regarding the distribution of the Securities
proposed to be sold by such Seller as the Company may from time to time
reasonably request in writing.

                    d.   Each Seller agrees that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described in
subsection (vi) of Section 9.3(a) above, such Seller shall forthwith discontinue
disposition of Securities pursuant to the registration statement covering such
Securities until such Seller's receipt of copies of the supplemented or amended
prospectus contemplated by Section 9.3(a)(vi) above and, if so directed by the
Company, such Seller will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies in such Seller's possession, of the
prospectus covering such Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period
mentioned in Section 9.3(a)(iii) above shall be extended by the number of days
during the period from and including the date of giving of such notice to and
including the date when each Seller shall have received the copies of the
supplemented or amended prospectus contemplated by Section 9.3(a)(vi) above.

                    e.   The Company shall not file or permit the filing of any
registration or comparable statement which refers to any Seller by name or
otherwise as the Seller of any securities of the Company unless such reference
to such Seller is specifically required by the Act or any similar federal
statute then in force.

                                      14

            
<PAGE>
 
               9.4  All expenses incident to the Company's performance of or 
compliance with this Warrant, including without limitation all registration and 
filing fees, fees and expenses relating to filings with any Exchange, fees and 
expenses of compliance with securities or Blue Sky laws in jurisdictions 
reasonably requested by any Seller or underwriter pursuant to Section 9.3(a)(v) 
(including reasonable fees and disbursements of counsel in connection with Blue 
Sky qualifications of the Securities), all word processing, duplicating and 
printing expenses, messenger and delivery expenses, fees and disbursements of 
counsel for the Company and one (1) counsel for the Sellers, independent public 
accountants (including the expenses of any special audit or "cold comfort" 
letters required by or incident to such performance) and underwriters (excluding
discounts, commissions or fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals attributable to the securities
being registered, which discounts, commissions or fees with respect to any
Seller's respective shares shall be paid by such Seller, and legal expenses of
any person other than the Company and the Sellers, but including liability
insurance if the Company so desires), all the Company's internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the expense of any liability insurance (if the Company determines to
obtain such insurance) and the fees and expenses incurred in connection with the
listing of the securities to be registered on any Exchange and/or NASDAQ on
which such securities issued by the Company are then listed, the reasonable fees
and expenses of any special experts (including attorneys) retained by the
Company (if it so desires) in connection with such registration and fees and
expenses of other persons retained by the Company (all such expenses being
herein called "Registration Expenses"), shall be borne by the Company.

               9.5  In connection with the preparation and filing of each 
registration statement under the Act pursuant to this Section 9, the Company 
shall give the Sellers under such registration statement, their underwriters, if
any, and their respective counsel and accountants, the opportunity to 
participate in the preparation of such registration statement, each prospectus 
included therein or filed with the Commission, and each amendment thereof or 
supplement thereto, and will give each of them such access to its books and 
records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of such Sellers' and such 
underwriters' respective counsel, to conduct a reasonable investigation within 
the meaning of the Act.

               9.6.a. In the event of any registration of any securities of the 
Company under the Act, the Company shall, and hereby does, indemnify and hold 
harmless in the case of any registration statement filed pursuant to Section 9.1
or Section 9.2, the Seller of any Securities covered by such registration 
statement, its directors, officers, employees and agents, each other person who 
participates as an underwriter in the offering or sale of such Securities and 
each other person, if any, who controls such Seller or any such underwriter 
within the meaning of the Act against any losses, claims, damages, or 
liabilities (or actions or proceedings whether commenced or threatened in 
respect thereof), joint or several, to which such Seller or any such director or
officer or employee or agent or underwriter or controlling person may become 
subject under the Act or otherwise transfer as such losses, claims, damages, or 
liabilities (or actions or proceedings, whether commenced or threatened, in 
respect thereof) arise out of

                                      15

<PAGE>
 
or are based upon any untrue statement or alleged untrue statement of any 
material fact contained in any registration statement under which such 
Securities were registered under the Act, any preliminary prospectus, final 
prospectus or summary prospectus contained therein, or any amendment or 
supplement thereto, or 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, and the Company shall reimburse such Seller and each 
such director, officer, employee, agent, underwriter and controlling person for 
any legal or any other expenses reasonably incurred by them in connection with 
investigating or defending any such loss, claim, liability, action, or 
proceeding; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or 
proceeding, whether commenced or threatened in respect thereof), or expense 
arises out of or is based upon an untrue statement or alleged untrue statement 
or omission or alleged omission made in such registration statement, any such 
preliminary prospectus, final prospectus, summary prospectus, amendment, or 
supplement in reliance upon and in conformity with written information furnished
to the Company by such Seller for the express purpose of use in the preparation 
thereof and, provided, further, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or 
proceeding, whether commenced or threatened, in respect thereof), or expense 
arises out of such person's failure to send or give a copy of the final 
prospectus, as the same may be then supplemented or amended, within the time 
required by the Act to the person asserting an untrue statement or alleged 
untrue statement or omission or alleged omission if such statement or omission 
was corrected in such final prospectus. Such indemnity shall remain in full 
force and effect regardless of any investigation made by or on behalf of such 
Seller or any such director, officer, employee, agent, underwriter or 
controlling person and shall survive the transfer of such Securities by such 
Seller.

                    b.   In the event that the Company includes any Securities
of a prospective Seller in any registration statement filed pursuant to Section
9.3, such prospective Seller shall, and hereby does, indemnify and hold harmless
the Company, its directors, officers, employees and agent, each other person who
participates as an underwriter in the offering or sale of such Securities and
each other person, if any, who controls the Company or any such underwriter
within the meaning of the Act against any losses, claims, damages, or
liabilities (or actions or proceedings whether commenced or threatened in
respect thereof), joint or several, to which the Company or any such director or
officer or employee or underwriter or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Securities were registered under the Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or 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, and such prospective Seller shall reimburse
the Company and such director, officer, employee, agent, underwriter or
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action, or proceeding, if, and only if, such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such Seller specifically stating

                                      16
<PAGE>
 
that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment, or
supplement. In no event shall the liability of any Seller hereunder be greater
in amount that the dollar amount of the proceeds received by such Seller upon
the sale of the Securities giving rise to such indemnification obligation. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such director, officer, employee,
agent, underwriter or controlling person and shall survive the transfer of such
Securities by such Seller.

                    c.   The Company shall be entitled to receive indemnities
from underwriters, selling brokers, dealer managers, and similar securities
industry professionals participating in the distribution to the same extent as
provided above with respect to information so furnished in writing by such
persons specifically for inclusion in any prospectus or registration statement.

                    d.   Promptly after receipt by an indemnified party of
notice of the commencement of any action or proceeding involving a claim
referred to in this Section 9.6, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the latter of the commencement of such action; provided, however, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 9.6, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably 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, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. If, in the
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnified party may assume the defense of such claim, jointly with any other
indemnified party that reasonably determines such conflict of interest to exist,
and the indemnifying party shall be liable to such indemnified parties for the
reasonable legal fees and expenses of one counsel for all such indemnified
parties and for other expenses reasonable incurred in connection with the
defense thereof incurred by the indemnified party. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement of any such action which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability, or a covenant not to sue, in
respect of such claim or litigation. No indemnified party shall consent to entry
of any judgment or enter into any settlement of any such action the defense of
which has been assumed by an indemnifying party without the consent of such
indemnifying party.

                    e.   Indemnification and contribution similar to that
specified in this Section 9.6 (with appropriate modifications) shall be given by
the Company and each Seller

                                      17
<PAGE>
 
with respect to any required registration or other qualification of Securities 
under any Federal or state law or regulation of any governmental authority, 
other than the Act.

                    f.   The indemnification required by this Section 9.6 shall 
be made by periodic payments of the amount thereof during the course of the 
investigation or defense, as and when bills are received or expense, loss, 
damage or liability is incurred.

                    g.   If the indemnification provided for in this Section 9.6
from the indemnifying party is unavailable to an indemnified party hereunder in 
respect of any losses, claims, damages, liabilities, or expenses referred to 
herein, then the indemnifying party, in lieu of indemnifying such indemnified 
party, shall contribute to the amount paid or payable by such indemnified party 
as a result of losses, claims, damages, liabilities, or expenses in such 
proportion as is appropriate to reflect the relative fault of the indemnifying 
party and indemnified party in connection with the actions which resulted in 
such losses, claims, damages, liabilities, or expenses, as well as any other 
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things, 
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or 
indemnified party, and the parties' relative intent, knowledge, access to 
information, and opportunity to correct or prevent such action. The amount paid 
or payable by a party as a result of the losses, claims, damages, liabilities, 
and expenses referred to above shall be deemed to include any legal or other 
fees or expenses reasonably incurred by such party in connection with any 
investigation or proceeding. In no event shall the liability of any Seller 
hereunder be greater in amount than the dollar amount of the proceeds received 
by such Seller upon the sale of the Securities giving rise to such contribution 
obligation. The parties hereto agree that it would not be just and equitable if 
contribution pursuant to this Section 9.6(g) were determined by pro rata 
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in this Section 9.6(g). No person 
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of 
the Act) shall be entitled to contribution from any person or entity who was not
guilty of such fraudulent misrepresentation.

               9.7  If requested by the managing underwriter of an offering for 
which Shares of such Securityholder have been registered, a Securityholder shall
not sell or otherwise transfer or dispose of any Securities held by such 
Securityholder (other than those included in the registration) during such 
period following the effective date of such registration as is usual and 
customary at such time in similar public offerings of similar securities; 
provided, however, that the Company shall use its reasonable best efforts to 
cause each holder of a material number of shares of Common Stock to enter into 
similar "lock-up" agreements in respect of such offering. The obligations 
described in this Section 9.7 shall not apply to offerings pursuant to a 
registration statement on Form S-4 or Form S-8 or any successor or similar form.

          10.  Additional Rights.

               10.1 Secondary Sales. The Company agrees that it will cooperate 
with the holder of this Warrant in obtaining liquidity if opportunities to make 
secondary sales of the

                                      18

<PAGE>
 
Company's securities become available. To this end, the Company will promptly 
provide the holder of this Warrant with notice of any offer to acquire from the 
Company's security holders more than five percent (5%) of the total voting power
of the Company and will cooperate with the holder in arranging the sale of this 
Warrant to the person or persons making such offer.

               10.2. Mergers. In the event that the Company undertakes to (i)
sell, lease, exchange, convey or otherwise dispose of all or substantially all
of its property or business, or (ii) merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary of the Company), or effect any
transaction (including a merger or other reorganization) or series of related
transactions, in which more than 50% of the voting owner of the company is
disposed of, the Company will use its best efforts to provide at lease thirty
(30) days notice of the terms and conditions of the proposed transaction. The
Company will cooperate with the holder in consummating the sale of this Warrant
in connection with any such transaction.

               10.3. Right to Convert Warrant into Common Stock; Net Issuance.

                    a.   Right to Convert. In addition to and without limiting
the rights of the holder under the terms of this Warrant, the holder shall have
the right to convert this Warrant or any portion thereof (the "Conversion
Right") into shares of Common Stock as provided in this Section 10.3 at any time
or from time to time during the term of this Warrant. Upon exercise of the
Conversion Right with respect to a particular number of shares subject to this
Warrant (the "Converted Warrant Shares"), the Company shall deliver to the
holder (without payment by the holder of any exercise price or any cash or other
consideration) that number of shares of fully paid and nonassessable Common
Stock equal to the quotient obtained by dividing (i) the value of this Warrant
(or the specified portion hereof) on the Conversion Date (as defined in
subsection (b) hereof), which value shall be equal to (A) the aggregate fair
market value of the Converted Warrant Shares issuable upon exercise of this
Warrant (or the specified portion hereof) on the Conversion Date less (B) the
aggregate Warrant Price of the Converted Warrant Shares immediately prior to the
exercise of the Conversion Right by (ii) the fair market value of one share of
Common Stock on the Conversion Date.

                                      19


<PAGE>
 
          Expressed as a formula, such conversion shall be computed as follows:

          X= A - B
             -----
               Y

          Where:         X =  the number of shares of Common Stock that may be
                              issued to holder

                         Y =  the fair market value (FMV) of one share of Common
                              Stock

                         A =  the aggregate FMV (i.e., FMV x Converted Warrant
                              Shares)

                         B =  the aggregate Warrant Price (i.e., Converted
                              Warrant Shares x Warrant Price)

          No fractional shares shall be issuable upon exercise of the Conversion
Right, and, if the number of shares to be issued determined in accordance with
the foregoing formula is other than a whole number, the Company shall pay to the
holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date. For purposes of Section 9 of this
Warrant, shares issued pursuant to the Conversion Right shall be treated as if
they were issued upon the exercise of this Warrant.

               b.   Method of Exercise. The Conversion Right may be exercised by
the holder by the surrender of this Warrant at the principal office of the
Company together with a written statement specifying that the holder thereby
intends to exercise the Conversion Right and indicating the number of shares
subject to this Warrant which are being surrendered (referred to in subsection
(a) hereof as the Converted Warrant Shares) in exercise of the Conversion Right.
Such conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the "Conversion Date"). Certificates for the shares issuable
upon exercise of the Conversion Right and, if applicable, a new warrant
evidencing the balance of the shares remaining subject to this Warrant, shall be
issued as of the Conversion Date and shall be delivered to the holder within
thirty (30) days following the Conversion Date.

               c.   Determination of Fair Market Value. For purposes of this
Section 10.3, "fair market value" of a share of Common Stock shall have the
meaning set forth in Section 4(h) above.

          11.  Representations and Warranties. The Company represents and
warrants to the holder of this Warrant as follows:

               a.   This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief

                                      20

<PAGE>
 
of debtors and the rules of law or principles at equity governing specific 
performance, injunctive relief and other equitable remedies;

               b.   The Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable;

               c.   The rights, preferences, privileges and restrictions granted
to or imposed upon the Common Stock and the holders thereof are as set forth in
the articles or certificate of incorporation of the Company, as amended to the
Date of Grant (as so amended, the "Charter"), a true and complete copy of which
has been delivered to the original holder of this Warrant;

               d.   The execution and delivery of this Warrant are not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the
terms hereof will not be, inconsistent with the Charter or by-laws of the
Company, do not and will not contravene, in any material respect, any
governmental rule or regulation, judgment or order applicable to the Company,
and do not and will not conflict with or contravene any provision of, or
constitute a default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration or filing
with or the taking of any action in respect of or by, any Federal, state or
local government authority or agency or other person, except for the filing of
notices pursuant to federal and state securities laws, which filings will be
effected by the time required thereby;

               e.   There are no actions, suits, audits, investigations or 
proceedings pending or, to the knowledge of the Company, threatened against the 
Company in any court or before any governmental commission, board or authority 
which, if adversely determined, will have a material adverse effect on the 
ability of the Company to perform its obligations under this Warrant;

               f.   The authorized capital stock of the Company consists of
ninety million (90,000,000) shares of Common Stock par value $.0001 per Share,
and 10,000,000 Shares of Preferred Stock, par value $.0001 per Share, of which
approximately 15,161,936 shares of Common Stock, and no shares of Preferred
Stock, were issued and outstanding as of the close of business on August 31,
1996. All such outstanding shares have been validly issued and are fully paid,
nonassessable shares free of preemptive rights;

               g.   Except for the Warrants and as set forth on Schedule 11(g)
attached hereto and incorporated herein, there are no subscriptions, rights,
options, warrants, or calls relating to any shares of the Company's capital
stock, including any right of conversion or exchange under any outstanding
security or other instrument; and

               h.   Except as disclosed in the Company's most recent Proxy
Statement and Form 10-K, the Company is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its capital stock or any security convertible into or exchangeable for
any of its capital stock.

                                      21
<PAGE>
 
          12.  Modification and Waiver. This Warrant and any provision hereof 
may be changed, waived, discharged or terminated only by an instrument in 
writing signed by the party against which enforcement of the same is sought.

          13.  Notices. Any notice, request, communication or other document 
required or permitted to be given or delivered to the holder hereof or the 
Company shall be delivered, or shall be sent by private courier or certified or 
registered mail, postage prepaid, to each such holder at its address as shown on
the books of the Company or to the Company at the address indicated therefor on 
the signature page of this Warrant.

          14.  Binding Effect on Successors. This Warrant shall be binding upon 
any corporation succeeding the Company by merger, consolidation or acquisition 
of all or substantially all of the Company's assets, and all of the obligations 
of the Company relating to the Common Stock issuable upon the exercise or 
conversion of this Warrant shall survive the exercise, conversion and 
termination of this Warrant and all of the covenants and agreements of the 
Company shall inure to the benefit of the successors and assigns of the holder 
hereof. The Company will, at the time of the exercise or conversion of this 
Warrant, in whole or in part, upon request of the holder hereof in respect of 
any rights to which the holder hereof shall continue to be entitled after such 
exercise or conversion in accordance with this Warrant; provided, that the 
failure of the holder hereof to make any such request shall not affect the 
continuing obligation of the Company to the holder hereof in respect of such 
rights.

          15.  Lost Warrants or Stock Certificates. The Company covenants to the
holder hereof that, upon receipt of evidence reasonably satisfactory to the 
Company of the loss, theft, destruction or mutilation of this Warrant or any 
stock certificate and, in the case of any loss, theft or destruction, upon 
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and 
cancellation of such Warrant or stock certificate, the Company will make and 
deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, 
stolen, destroyed or mutilated Warrant or stock certificate.

          16.  Descriptive Headings. The descriptive heading of the several 
paragraphs of this Warrant are inserted for convenience only and do not 
constitute a part of this Warrant.

          17.  Governing Law. This Warrant shall be construed and enforced in 
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Washington.

          18.  Survival of Representations, Warranties and Agreements. All 
representations and warranties of the Company and the holder hereof contained 
herein shall survive the Date of Grant, the exercise or conversion of this 
Warrant (or any part hereof) or the termination or expiration of rights 
hereunder. All agreements of the Company and the holder hereof contained herein 
shall survive indefinitely until, by their respective terms, they are no longer 
operative.

                                      22
<PAGE>
 
          19.  Remedies. In case any one or more of the covenants and agreements
contained in this Warrant shall have been breached by holders hereof (in the
case of a breach by the Company), or the Company (in the case of a breach by a
holder), may proceed to protect and enforce their or its rights either by suit
in equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained this Warrant.

          20.  Acceptance. Receipt of this Warrant by the holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.

          21.  No Impairment of Rights. The Company will not, by amendment of
its Charter or through any other means, 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
action as may be necessary or appropriate in order to protect the rights of the
holder of this Warrant against impairment.

                                   MIDCOM COMMUNICATIONS INC.

                                   By: /s/ William H. Oberlin
                                       ---------------------------------------
                                   Title: President and CEO
                                          ------------------------------------

                                   Address: 26899 Northwestern Hwy, Suite 121
                                            ----------------------------------
                                            Southfield, MI 48034
                                            ----------------------------------

Dated: as of September 17, 1997

                                      23
<PAGE>
 
                                                                       EXHIBIT A

                              NOTICE OF EXERCISE

To:  MIDCOM COMMUNICATIONS INC.

          1.   The undersigned hereby elects to purchase ___ shares of Common 
Stock of MIDCOM COMMUNICATIONS INC. pursuant to the terms of the attached 
Warrant, and tenders herewith payment of the purchase price of such shares in 
full. 

          2.   Please issue a certificate or certificates representing said 
shares in the name of the undersigned or in such other name or names as are 
specified below:

                            ______________________
                                    (Name)

                            ______________________

                            ______________________
                                    (Address)

          3.   The undersigned represents that the aforesaid shares are being 
acquired for the account of the undersigned for investment and not with a view 
to, or for resale in connection with, the distribution thereof and that the 
undersigned has no present intention of distributing or reselling such shares. 
In support thereof, the undersigned has executed and Investment Representation 
Statement attached hereto as Schedule 1.

                                    ______________________
                                    (Signature)

_________________
      (Date)


<PAGE>
 
                                                                      Schedule 1

                      INVESTMENT REPRESENTATION STATEMENT

Purchaser:

Company:       MIDCOM COMMUNICATIONS INC.

Security:      Common Stock

Amount:

Date:



          In connection with the purchase of the above-listed securities (the 
"Securities"), the undersigned (the "Purchaser") represents to the Company as 
follows:

          (a)  The Purchaser is aware of the Company's business affairs and
financial condition, and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. The
Purchaser is purchasing the Securities for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933, as amended
(the "Act").

          (b)  The Purchaser understands that the Securities have not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the
Purchaser's investment intent as expressed herein. In this connection, the
Purchaser understands that, in the view of the Securities and Exchange
Commission ("SEC"), the statutory basis for such exemption may be unavailable if
the Purchaser's representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period specified under
applicable tax laws, for a deferred sale, for or until an increase or decrease
in the market price of the Securities, or for a period of one year or any other
fixed period in the future.

          (c)  The Purchaser further understands that the Securities must be
held indefinitely unless subsequently registered under the Act or unless an
exemption from registration is otherwise available. In addition, the Purchaser
understands that the certificate evidencing the Securities will be imprinted
with the legend referred to in the Warrant under which the Securities are being
purchased.

<PAGE>
 
          (d)  The Purchaser is aware of the provisions of Rule 144 and 144A, 
promulgated under the Act, which, in substance, permit limited public resale of 
"restricted securities" acquired, directly or indirectly, from the issuer 
thereof (or from an affiliate of such issuer), in a non-public offering subject 
to the satisfaction of certain conditions, if applicable, including, among other
things: The availability of certain public information about the Company, the 
resale occurring not less than one (1) year after the party has purchased and 
paid for the securities to be sold; the sale being made through a broker in an 
unsolicited "broker's transaction" or in transactions directly with a market 
maker (as said term is defined under the Securities Exchange Act of 1934, as 
amended) and the amount of securities being sold during any three-month period 
not exceeding the specified limitations stated therein.

          (e)  The purchaser further understands that at the time it wishes to 
sell the Securities there may be no public market upon which to make such a 
sale, and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 and 144A, and
that, in such event, the Purchaser may be precluded from selling the Securities 
under Rule 144 and 144A even if the one-year minimum holding period had been 
satisfied.

          (f)  The Purchaser further understands that in the event all of the 
requirements of Rule 144 and 144A are not satisfied, registration under the Act,
compliance with Regulation A, or some other registration exemption will be 
required; and that, notwithstanding the fact Rule 144 is not exclusive, the 
Staff of the SEC has expressed its opinion that persons proposing to sell 
private placement securities other than in a registered offering and otherwise 
than pursuant to Rule 144 will have a substantial burden of proof in 
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in 
such transactions do so at their own risk.

                                      Purchaser:



                                      ______________________________________


                                      Date: ________________________________