Exhibit 10(aa)

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.



                               ESSEX ELECTRIC INC.

                                     WARRANT

Warrant No. 1                                           Dated: December 11, 2002

      Essex  Electric  Inc.,  a Delaware  corporation  (the  "COMPANY"),  hereby
certifies  that,  for value  received,  Superior  TeleCom Inc. or its registered
assigns (the "HOLDER") is entitled to purchase from the Company up to a total of
199 shares of common stock,  $.01 par value per share (the "COMMON  STOCK"),  of
the  Company  (each such  share,  a "WARRANT  SHARE"  and all such  shares,  the
"WARRANT SHARES") at an exercise price equal to $2,788.95 per share (as adjusted
from time to time as  provided  in Section 8, the  "EXERCISE  PRICE"),  from and
after the date hereof and through and  including the date that is five (5) years
after the date hereof (the  "EXPIRATION  DATE"),  subject to the following terms
and conditions.

      1.  Definitions.  As used in this Warrant,  the following terms shall have
the following meanings:

            (a) "Alpine" means The Alpine Group, Inc., a Delaware  corporation
and the sole stockholder of Alpine Holdco.

            (b) "Alpine  Holdco" means Alpine Holdco Inc., a Delaware
corporation and the sole stockholder of the Company.

            (c)  "Business  Day" means any day other than  Saturday,  Sunday,  a
legal holiday or a day on which banking  institutions  in New York, New York are
authorized or required by law or executive order to close.

            (d) "Fundamental Transaction" means, in one or a series  of  related
transactions,  (i) any  merger  or  consolidation  of the  Company  with or into
another  Person in which the Common  Stock is converted  into other  securities,
cash or property,  (ii) any sale of all or  substantially  all of the  Company's
assets and (iii) any tender offer or exchange  offer  (whether by the Company or
another Person) or other extraordinary  transaction pursuant to which holders of
Common  Stock are  permitted  to  tender  or  exchange  their  shares  for other
securities, cash or property.

                                       1
<PAGE>

            (e) "Holdco Fundamental  Transaction" means the occurrence of any of
the following  events in one or a series of related  transactions,  but only if,
immediately  prior to the  consummation of any such  transaction,  Alpine Holdco
owns at least 5% of the issued and outstanding  Common Stock:  (i) any merger or
consolidation  of Alpine Holdco with or into another  Person in which the common
stock,  $.01 par value per share ("HOLDCO  COMMON  STOCK"),  of Alpine Holdco is
converted  into  other  securities,  cash or  property,  (ii) any sale of all or
substantially  all of Alpine Holdco's assets,  including all of the Common Stock
owned by Alpine  Holdco,  (iii) any tender offer or exchange  offer  (whether by
Alpine Holdco or another Person) or other extraordinary  transaction pursuant to
which holders of Holdco  Common Stock are permitted to tender or exchange  their
shares for other securities, cash or property and (iv) any sale by Alpine of 50%
or more of the outstanding Holdco Common Stock.

            (f)  "Person"  means  an  individual,  corporation,  joint  venture,
general or limited  partnership,  trust,  unincorporated  organization,  limited
liability company,  limited liability  partnership,  government or any agency or
political  subdivision  thereof,  association,  sole proprietorship or any other
form of entity not specifically listed herein.

            (g)  "Initial  Public  Offering"  means the sale by the  Company  of
Common  Stock  in  an  underwritten   initial  public  offering  pursuant  to  a
registration  statement on Form S-1 (or a successor  form) under the  Securities
Act.

            (h) "Securityholders  Agreement" means that certain  Securityholders
Agreement,  dated as of the date hereof, by and among the Company, Alpine Holdco
Inc.  and  Superior  TeleCom  Inc.,  as the same  may be  amended,  modified  or
supplemented from time to time.

            (i)  "Subsidiary"  means any  corporation  or other legal  entity of
which that Person  (either  alone or together  with other  Subsidiaries  of that
Person) owns, directly or indirectly, more than 50% of the stock or other equity
interests that are ordinarily and generally,  in the absence of contingencies or
understandings,  entitled to vote for the  election of a majority of the members
of the board of directors or governing body of such entity.

      2. Registration of Warrant. The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

      3.  Registration of Transfers.  The Company shall register the transfer of
any portion of this  Warrant in the Warrant  Register,  upon  surrender  of this
Warrant, with the Form of Assignment attached hereto as Exhibit B duly completed
and  signed,  to the  Company at its  address  specified  herein.  Upon any such
registration   or  transfer,   a  new  warrant  to  purchase  Common  Stock,  in
substantially the form of this Warrant (any such new warrant,  a "NEW WARRANT"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance by such  transferee of all of the rights and  obligations of a holder
of a Warrant.  All transfers of this  Warrant,  or any portion  hereof,  and the
underlying  Warrant  Shares shall be subject to the terms and  conditions of the
Securityholders Agreement.


                                       2
<PAGE>

      4. Exercise and Duration of Warrants.

            (a) This Warrant shall be exercisable by the registered  Holder from
and after the date hereof and through and including  the  Expiration  Date,  but
only in connection with the following events or circumstances  and in the manner
provided  below:  (i) receipt by the Holder of an Exercise  Event Notice setting
forth the proposed consummation of a Fundamental Transaction, in which case this
Warrant shall be exercisable in whole; (ii) receipt by the Holder of an Exercise
Event  Notice  setting  forth the  proposed  consummation  of an Initial  Public
Offering  and any time  thereafter  so long as the class of Common Stock is then
registered  under  the  Securities  Act,  in which  case this  Warrant  shall be
exercisable  in whole or in part;  (iii)  receipt by the  Holder of an  Exercise
Event Notice  setting  forth the proposed  consummation  of a Minority  Sale (as
defined in Section 2.3 of the  Securityholders  Agreement)  under Section 2.3 of
the Securityholders  Agreement,  in which case this Warrant shall be exercisable
in part,  but for no more than the  number of shares of Common  Stock  which the
Holder has agreed to sell in such  Minority  Sale pursuant to Section 2.3 of the
Securityholders  Agreement;  (iv)  receipt  by the Holder of an  Exercise  Event
Notice setting forth the proposed  consummation of an Entire Sale (as defined in
Section  2.4  of  the  Securityholders  Agreement)  under  Section  2.4  of  the
Securityholders  Agreement,  in which case this Warrant shall be  exercisable in
whole;  (v) receipt by the Holder of an Exercise  Event Notice setting forth the
proposed  consummation of a Holdco Fundamental  Transaction,  in which case this
Warrant shall be exercisable in whole; (vi) receipt by the Holder of an Exercise
Event Notice stating that Section 7.14 of the Loan and Security Agreement, dated
as  of  the  date  hereof,  by  and  among  the  Company,   Alpine  Holdco,  DNE
Technologies,  Inc., DNE  Manufacturing and Service Company,  as borrowers,  DNE
Systems,  Inc.,  as  guarantor,   the  lenders  identified  from  time  to  time
signatories   thereto  and  Foothill  Capital   Corporation,   as  agent  (or  a
substantially similar covenant in another agreement), is no longer in effect and
at any time  thereafter so long as any such  covenant is not then in effect,  in
which case this Warrant  shall be  exercisable  in whole or in part; or (vii) at
any time, in whole or in part, during the period commencing 30 days prior to the
Expiration  Date and  ending  on the  Expiration  Date  (each  of the  foregoing
transactions or events being hereinafter referred to as an "EXERCISE EVENT"). At
6:30 P.M., New York City time, on the  Expiration  Date, or if such day is not a
Business  Day,  on the next day that is a  Business  Day,  the  portion  of this
Warrant not exercised prior thereto shall be and become void and of no value.

            (b) The  Company  shall give the Holder  written  notice  ("EXERCISE
EVENT  NOTICE") of an Exercise Event at least 20 days prior to the occurrence of
such Exercise  Event  (except (x) in the case of a Minority  Sale, in which case
the  Exercise  Event  Notice  shall  be  given  at  least  10 days  prior to the
consummation  of the  Minority  Sale,  (y) in the case of an Exercise  Event set
forth in clause (vi) of Section  4(a),  in which case the Exercise  Event Notice
shall be given as  promptly as  practicable,  and in any event no later than two
Business Days after the occurrence of such Exercise  Event,  and (z) in the case
of an Exercise Event set forth in clause (vii) of Section 4(a), in which case no
Exercise Event Notice shall be required to be given).  Following the delivery of
such  Exercise  Event Notice by the Company,  a Holder may exercise this Warrant
prior  to the  occurrence  of such  Exercise  Event  (except  in the  case of an
Exercise  Event set forth in clause (vi) or (vii) of Section 4(a), in which case


                                       3
<PAGE>

a Holder may exercise this Warrant at any time during the  continuation  of such
Exercise Event) by delivering to the Company (i) an Exercise Notice, in the form
of Exhibit A attached hereto,  appropriately completed and duly signed, and (ii)
payment of the Exercise  Price for the number of Warrant Shares as to which this
Warrant is being exercised,  and, except as otherwise  provided in Section 4(c),
the date such items are  delivered to the Company (as  determined  in accordance
with the notice  provisions  hereof) is an "EXERCISE DATE." The Holder shall not
be  required  to deliver  the  original  Warrant in order to effect an  exercise
hereunder.  Execution  and delivery of the  Exercise  Notice shall have the same
effect as  cancellation  of the  original  Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares, if any.

            (c)  Notwithstanding  any other provision hereof, in the case of the
Exercise  Events set forth in  clauses  (i)  through  (v) of  Section  4(a),  an
exercise of all or any portion of this  Warrant  shall be  conditioned  upon the
occurrence of the applicable  Exercise Event, and any such exercise shall not be
deemed  to be  effective  until  immediately  prior  to the  occurrence  of such
Exercise Event,  which effective time, for purposes of any such exercise of this
Warrant,  shall be referred to as an "EXERCISE DATE."  Notwithstanding any other
provision  hereof,  if,  for  any  reason,  this  Warrant  is not  exercised  in
connection  with  the  consummation  of  a  Fundamental  Transaction,  a  Holdco
Fundamental Transaction or an Entire Sale, then this Warrant shall expire and be
and become void and of no force or effect upon such consummation.

      5. Delivery of Warrant Shares.

            (a) Upon exercise of this Warrant,  the Company shall  promptly (but
in no event later than three  Business  Days after the  Exercise  Date) issue or
cause to be issued and cause to be delivered to or upon the written order of the
Holder  and  (subject  to  the  terms  and  conditions  of  the  Securityholders
Agreement) in such name or names as the Holder may designate,  a certificate for
the Warrant  Shares  issuable upon such exercise,  free of  restrictive  legends
unless a  registration  statement  covering the resale of the Warrant Shares and
naming the Holder,  or any Person so designated by the Holder to receive Warrant
Shares,  as a  selling  stockholder  thereunder  is not then  effective  and the
Warrant Shares are not freely transferable without volume restrictions  pursuant
to Rule 144 under the Securities Act. The Holder, or any Person so designated by
the Holder to receive Warrant  Shares,  shall be deemed to have become holder of
record of such Warrant Shares as of the Exercise Date.

            (b) Upon  surrender  of this Warrant  following  one or more partial
exercises,  the Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares.

            (c) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares.


                                       4
<PAGE>

      6. Charges,  Taxes and Expenses.  Issuance of  certificates  for shares of
Common Stock upon exercise of this Warrant  shall be made without  charge to the
Holder for any issue or transfer tax,  withholding  tax,  transfer  agent fee or
other incidental tax or expense in respect of the issuance of such certificates,
all of which taxes and expenses shall be paid by the Company; provided, however,
that the  Company  shall not be  required to pay any tax which may be payable in
respect of any transfer  involved in the  registration of any  certificates  for
Warrant  Shares or Warrants in a name other than that of the Holder.  The Holder
shall be  responsible  for all other tax liability that may arise as a result of
holding or transferring  this Warrant or receiving  Warrant Shares upon exercise
hereof.

      7.  Reservation of Warrant Shares.  The Company  covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other  contingent  purchase rights of Persons other than the Holder (taking into
account the  adjustments and  restrictions of Section 8). The Company  covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and  validly  authorized,  issued  and fully  paid and  nonassessable,  not
subject  to any  preemptive  rights  and free from all  taxes,  liens,  security
interests,  charges and other encumbrances with respect to the issuance thereof.
The Company  shall take all such  actions as may be necessary to ensure that all
such  Warrant  Shares may be so issued  without  violation by the Company of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange  upon  which  shares  of Common  Stock or other  securities
constituting  Warrant  Shares  may be  listed  (except  for  official  notice of
issuance  which  shall be  delivered  by the  Company  promptly  after each such
issuance).

      8. Certain  Adjustments.  The Exercise  Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 8.

            (a) Stock  Dividends and Splits.  If the Company,  at any time while
this Warrant is  outstanding,  (i) pays a stock  dividend on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides, by any stock split, recapitalization or
otherwise,  outstanding shares of Common Stock into a larger number of shares or
(iii)  combines  outstanding  shares of Common  Stock  into a smaller  number of
shares,  then in each such case the  Exercise  Price  shall be  multiplied  by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  immediately before such event and of which the denominator shall be
the number of shares of Common Stock  outstanding  immediately after such event.
Any  adjustment  made  pursuant  to clause (i) of this  paragraph  shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled  to  receive  such  dividend  or  distribution,  and  any
adjustment  pursuant  to clause  (ii) or (iii) of this  paragraph  shall  become
effective   immediately   after  the  effective  date  of  such  subdivision  or
combination.

                                       5
<PAGE>

            (b) Pro Rata  Distributions.  If the Company, at any time while this
Warrant is outstanding, distributes to all holders of Common Stock (i) evidences
of its  indebtedness,  (ii) any security  (other than a  distribution  of Common
Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe
for or purchase any security, or (iv) any other asset, other than payments, made
pursuant  to a tax  sharing  agreement,  of  amounts  equal  to the  income  tax
liability  of the  Company,  determined  on a  separate  basis  (in  each  case,
"DISTRIBUTED  PROPERTY"),  then in each such case the  Exercise  Price in effect
immediately  prior to the record date fixed for  determination  of  stockholders
entitled to receive  such  distribution  shall be decreased  (effective  on such
record date) by the fair market value of the Distributed Property distributed in
respect of one outstanding  share of Common Stock, as determined by the board of
directors of the Company in the good faith exercise of its  reasonable  business
judgment.

            (c) Intentionally Omitted.

            (d) Subsequent Equity Sales.

                  (i) If, at any time while this  Warrant  is  outstanding,  the
Company or any  Subsidiary  of the Company  issues  additional  shares of Common
Stock or rights,  warrants,  options or other  securities  or debt  convertible,
exercisable or  exchangeable  for shares of Common Stock or otherwise  entitling
any  Person to  acquire  shares of Common  Stock  (collectively,  "COMMON  STOCK
EQUIVALENTS") at an effective net price to the Company per share of Common Stock
(the "EFFECTIVE  PRICE") less than the Exercise Price (as adjusted  hereunder to
such date) (the "ADJUSTMENT PRICE"), then the Exercise Price shall be reduced to
equal the product of (A) the Exercise Price in effect  immediately prior to such
issuance of Common Stock or Common Stock Equivalents  times (B) a fraction,  the
numerator  of which is the sum of (1) the  number  of  shares  of  Common  Stock
outstanding immediately prior to such issuance, plus (2) the number of shares of
Common Stock which the aggregate  Effective Price of the Common Stock issued (or
deemed to be issued) would purchase at the Adjustment Price, and the denominator
of which is the aggregate number of shares of Common Stock outstanding or deemed
to be  outstanding  immediately  after  such  issuance.  For  purposes  of  this
paragraph, in connection with any issuance of any Common Stock Equivalents,  (A)
the maximum  number of shares of Common Stock  potentially  issuable at any time
upon  conversion,  exercise or exchange of such Common  Stock  Equivalents  (the
"DEEMED  Number") shall be deemed to be outstanding upon issuance of such Common
Stock Equivalents, (B) the Effective Price applicable to such Common Stock shall
equal the  minimum  dollar  value of  consideration  payable  to the  Company to
purchase such Common Stock Equivalents and to convert, exercise or exchange them
into Common Stock (net of any discounts,  fees, commissions and other expenses),
divided by the Deemed Number, and (C) no further adjustment shall be made to the
Exercise  Price  upon the  actual  issuance  of Common  Stock  upon  conversion,
exercise or exchange of such Common Stock Equivalents;  provided, however, that,
in the event of any change in the number of shares of Common  Stock  deliverable
upon  conversion,  exercise or exchange of such Common  Stock  Equivalents,  the
Exercise Price shall be recomputed to reflect such change.

                                       6
<PAGE>

                  (ii) If, at any time while this  Warrant is  outstanding,  the
Company or any Subsidiary of the Company issues Common Stock Equivalents with an
Effective  Price or a number  of  underlying  shares  that  floats  or resets or
otherwise  varies or is subject to adjustment  based (directly or indirectly) on
market  prices of the  Common  Stock (a  "FLOATING  PRICE  SECURITY"),  then for
purposes of applying the preceding  paragraph in connection  with any subsequent
exercise,  the Effective  Price will be  determined  separately on each Exercise
Date and will be deemed to equal the lowest  Effective Price at which any holder
of such  Floating  Price  Security is entitled to acquire  Common  Stock on such
Exercise  Date  (regardless  of whether any such holder  actually  acquires  any
shares on such date).

                  (iii)  Notwithstanding  the foregoing,  no adjustment  will be
made  under  this  paragraph  (d) (A) in  respect  of any  grant of  options  or
restricted stock to employees,  officers or directors of the Company pursuant to
any stock  option  plan,  restricted  stock plan or  employment  agreement  duly
adopted or approved by the  Company's  board of  directors  or in respect of the
issuance of Common Stock upon  exercise of any such  options,  (B) in connection
with an equity financing transaction (or series of transactions) approved by the
Company's  board of  directors  involving  the  issuance or sale of Common Stock
and/or Common Stock Equivalents in an amount up to 5% of the outstanding  Common
Stock  (determined on a fully-diluted  basis),  or (C) in connection with a bona
fide acquisition, merger or similar transaction, the terms of which are approved
by the Company's board of directors,  in which the securities  issuable pursuant
to any such  transaction are covered by a registration  statement on Form S-4 or
any successor form.

                  (iv) Treatment of Expired Options and Unexercised Common Stock
Equivalents.  Upon  expiration of any option or the  termination of any right to
convert or exchange  any Common  Stock  Equivalents,  in either case without the
exercise  of such  option or right,  the  Exercise  Price then in effect and the
number of Warrant Shares acquirable  hereunder shall be adjusted to the Exercise
Price and number of Warrant  Shares  which would have been in effect at the time
of such expiration or termination  had such option or Common Stock  Equivalents,
to the extent not exercised in full and  outstanding  immediately  prior to such
expiration or termination, never been issued.

            (e) Number of Warrant Shares.  Simultaneously with any adjustment to
the Exercise Price pursuant to paragraphs (a) or (d) of this Section, the number
of Warrant  Shares that may be purchased  upon exercise of this Warrant shall be
adjusted  proportionately,  so that after such adjustment the aggregate Exercise
Price payable  hereunder for the adjusted  number of Warrant Shares shall be the
same as the  aggregate  Exercise  Price  in  effect  immediately  prior  to such
adjustment.

            (f)  Integrated  Transactions.  In case  any  option  is  issued  in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such options by the parties thereto,  the option shall be deemed to
have been issued for no consideration.

                                       7
<PAGE>

            (g)  Calculations.  All  calculations  under this Section 8 shall be
made to the nearest cent or the nearest 1/100th of a share,  as applicable.  The
number of shares of Common Stock outstanding at any given time shall not include
shares  owned or held by or for the  account  of the  Company,  or any direct or
indirect Subsidiary of the Company, and the disposition of any such shares shall
be considered an issue or sale of Common Stock.

            (h) Notice of  Adjustments.  Upon the occurrence of each  adjustment
pursuant to Section 8, the Company at its expense  will  promptly  compute  such
adjustment  in  accordance  with  the  terms  of  this  Warrant  and  prepare  a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving rise to such  adjustments and showing in reasonable  detail
the facts upon which such adjustment is based. The Company will promptly deliver
a copy of each such certificate to the Holder.

      9. Certain  Events.  If any event occurs of the type  contemplated  by the
provisions  of  Section  8  hereof  but  not  expressly  provided  for  by  such
provisions,  then the Company's Board of Directors shall exercise its reasonable
judgment  consistent with the fundamental intent of such provisions in making an
appropriate  adjustment in the Exercise  Price and the number of Warrant  Shares
obtainable  upon  exercise  of this  Warrant so as to protect  the rights of the
Holder of this Warrant.

      10. Payment of Exercise Price.  The Holder shall pay the Exercise Price in
immediately available funds.

      11. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional  Warrant Shares on the exercise of this Warrant.  If any
fraction of a Warrant Share would, except for the provisions of this Section, be
issuable  upon  exercise  of this  Warrant,  the number of Warrant  Shares to be
issued will be rounded up to the nearest whole share.

      12. Replacement.  Upon receipt of evidence reasonably  satisfactory to the
Company (an affidavit of the Holder shall be  satisfactory) of the ownership and
the loss,  theft,  destruction or mutilation of any certificate  evidencing this
Warrant, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Company (provided that if the Holder is
a financial institution or other institutional  investor its own agreement shall
be satisfactory),  or, in the case of any such mutilation upon surrender of such
certificate, the Company shall (at Holder's expense) execute and deliver in lieu
of such certificate a new certificate of like kind  representing the same rights
represented by such lost, stolen,  destroyed or mutilated  certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

      13.  Notices.  Any and all notices or other  communications  or deliveries
hereunder  (including  without limitation any Exercise Event Notice and Exercise
Notice)  shall be in  writing  and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered via facsimile at the facsimile  number specified in this Section prior
to 6:30 p.m.  (New York City time) on a Business Day, (ii) the next Business Day
after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that is not
a Business Day or later than 6:30 p.m. (New York City time) on any Business Day,
(iii) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required to be given.  The  addresses for such notices or
communications are as follows:

                                       8
<PAGE>

      (a) If to the Company, to:      c/o The Alpine Group, Inc.

                                      One Meadowlands Plaza, Suite 200
                                      East Rutherford, NJ  07073
                                      Attention:  Chairman
                                      Facsimile:  (201) 549-4428

      (b) If to the Holder, to:       c/o Superior TeleCom Inc.

                                       One Meadowlands Plaza, Suite 200
                                       East Rutherford, NJ  07073
                                       Attention:  President
                                       Facsimile:  (201) 549-4428

      14.  Warrant  Agent.  The Company  shall serve as warrant agent under this
Warrant.  Upon 30 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15. Miscellaneous.

            (a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Subject to
the  preceding  sentence,  nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in writing signed by the Company and the Holder and their respective  successors
and permitted assigns.

            (b) The Company will not, by amendment of its governing documents or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder  against  impairment.  Without  limiting the
generality of the foregoing,  the Company (a) will not increase the par value of
any Warrant Shares above the amount payable therefor on such exercise,  (b) will
take all such action as may be reasonably necessary or appropriate in order that
the Company may validly and legally issue fully paid and  nonassessable  Warrant
Shares on the exercise of this Warrant,  and (c) will not close its  stockholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

                                       9
<PAGE>

            (C) GOVERNING LAW; VENUE;  WAIVER OF JURY TRIAL.  THE CORPORATE LAWS
OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES  CONCERNING THE RELATIVE RIGHTS
OF THE COMPANY AND ITS STOCKHOLDERS.  ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY,  ENFORCEMENT AND  INTERPRETATION  OF THIS WARRANT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE,  WITHOUT  REGARD TO THE  PRINCIPLES OF CONFLICTS OF LAW THEREOF.  EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE  JURISDICTION OF THE STATE AND
FEDERAL  COURTS  SITTING IN THE STATE OF DELAWARE  FOR THE  ADJUDICATION  OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH,  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 VIA  REGISTERED  OR CERTIFIED  MAIL OR
OVERNIGHT  DELIVERY  (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT HEREUNDER AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND 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. THE COMPANY AND THE HOLDER HEREBY WAIVE ALL RIGHTS TO A
TRIAL BY JURY.

            (d) The headings herein are for convenience  only, do not constitute
a part of this  Warrant  and shall  not be deemed to limit or affect  any of the
provisions hereof.

            (e) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

            (f) Until  exercised  into Common Stock,  nothing  contained in this
Warrant shall be construed as conferring upon the Holder the right to vote or to
consent  or to  receive  notice as a  stockholder  in  respect  of  meetings  of
stockholders  for the election of directors of the Company or any other  matters
or any rights whatsoever as a stockholder of the Company.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]



                                       10
<PAGE>



      IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                       ESSEX ELECTRIC INC.


                                       By: /s/ Stewart H. Wahrsager
                                          -----------------------------------
                                       Name: Stewart H. Wahrsager
                                       Title: Secretary



                                       11
<PAGE>

                                                                       EXHIBIT A

                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Essex Electric Inc.:

The undersigned is the Holder of Warrant No. _______ (the  "WARRANT")  issued by
Essex Electric Inc., a Delaware  corporation (the "COMPANY").  Capitalized terms
used herein and not otherwise defined have the respective  meanings set forth in
the Warrant.

1.    The Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares.

2.    The   undersigned   Holder   hereby   exercises   its  right  to  purchase
      _________________ Warrant Shares pursuant to the Warrant.

3.    The holder shall pay the sum of $____________ to the Company in accordance
      with the terms of the Warrant.

4.    Pursuant  to this  exercise,  the  Company  shall  deliver  to the  holder
      _______________  Warrant  Shares  in  accordance  with  the  terms  of the
      Warrant.

5.    Following  this  exercise,  the Warrant shall be exercisable to purchase a
      total of ______________ Warrant Shares.

6.    The Holder requests that  certificates  for [all/______ of] such shares be
      delivered to and in the name of _____,  whose address is ______,  [add any
      names and  addresses,  together  with the number of shares to be issued to
      such entity or person].

Dated:                      ,                     Name of Holder:
       ---------------------  -------

                                                  (Print)_______________________

                                                  By:    _______________________
                                                  Name:  _______________________
                                                  Title: _______________________

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


                                       12
<PAGE>
                                                                       EXHIBIT B

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of Essex Electric Inc.
to which the within Warrant  relates and appoints  ________________  attorney to
transfer  said  right on the books of Essex  Electric  Inc.  with full  power of
substitution in the premises.



Dated:                      ,
       ---------------------
                                                  ______________________________
                                                  (Signature must conform in all
                                                  respects to name of  holder as
                                                  specified on the face of the
                                                  Warrant)

                                                  ______________________________
                                                  Address of Transferee

                                                  ______________________________

                                                  ______________________________


In the presence of:


____________________________