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                                                                     EXHIBIT 4.9

                                SERIES B WARRANT

                  THE WARRANTS REPRESENTED BY THIS INSTRUMENT AND THE SECURITIES
ISSUABLE UPON EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,
SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING
THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

                  THE WARRANTS REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A PREFERRED STOCK AND WARRANT
PURCHASE AGREEMENT, DATED AS OF THE 8TH DAY OF AUGUST, 2000, AS IT MAY BE
AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH WARRANTS WILL BE MADE
ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN
COMPLIED WITH. ANY TRANSFER NOT IN COMPLIANCE WITH SUCH AGREEMENT SHALL BE VOID.
[THIS PARAGRAPH TO BE DELETED WHEN THIS WARRANT IS NO LONGER HELD BY A PURCHASER
(AS DEFINED IN THE PURCHASE AGREEMENT) OR A PERMITTED TRANSFEREE (AS DEFINED IN
THE PURCHASE AGREEMENT)]

                                SERIES B WARRANT

No. B-4                                                          October 2, 2000

              TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01
                            PER SHARE, OF AVAYA INC.

1.       DEFINITIONS. Unless the context otherwise requires, when used herein
         the following terms shall have the meaning indicated.

         "AFFILIATE" means with respect to any Person, any other Person
         directly, or indirectly through one or more intermediaries,
         controlling, controlled by or under common control with such Person.
         For purposes of this definition, the term "control" (and correlative
         terms "controlling," "controlled by" and "under common control with")
         means possession of the power, whether by contract, equity ownership or
         otherwise, to direct the policies or management of a Person.

         "BOARD" means the Board of Directors of the Company.

         "BUSINESS COMBINATION" means (i) any reorganization, consolidation,
         merger, share exchange or similar business combination transaction
         involving the Company with any Person or (ii) the sale, assignment,
         conveyance, transfer, lease or other disposition by the Company of all
         or substantially all of its assets.

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         "BUSINESS DAY" means any day except Saturday, Sunday and any day which
         shall be a legal holiday or a day on which banking institutions in New
         York City, New York generally are authorized or required by law or
         other governmental actions to close.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
         corporation or company, any and all shares, interests, participations
         or other equivalents (however designated) of capital or capital stock
         of such Person and (ii) with respect to any Person that is not a
         corporation or company, any and all partnership or other equity
         interests of such Person.

         "CERTIFICATE OF DESIGNATION" means the Certificate of Designation
         relating to the Preferred Stock filed with the Secretary of State of
         Delaware on September 12, 2000.

         "COMMON STOCK" means the Company's common stock, par value $0.01 per
         share.

         "COMPANY" means Avaya Inc., a Delaware corporation.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
         or any successor statute, and the rules and regulations promulgated
         thereunder.

         "EXCLUDED STOCK" means (i) shares of Common Stock issued by the Company
         as a stock dividend payable in shares of Common Stock, or upon any
         subdivision or split-up of the outstanding shares of Capital Stock in
         each case which is subject to Section 13(B), or upon conversion of
         shares of Capital Stock (but not the issuance of such Capital Stock
         which will be subject to the provisions of Section 13(A)(iii)), (ii)
         the issuance of shares of Common Stock in any BONA FIDE underwritten
         public offering, (iii) the issuance of Common Stock in connection with
         any debt financing from or with one or more unaffiliated third parties
         approved by the Board (including upon the exercise of any warrants
         issued in connection with such financings), (iv) the issuance of shares
         of Common Stock (including upon exercise of options) to directors,
         advisors, employees or consultants of the Company pursuant to a stock
         option plan, employee stock purchase plan, restricted stock plan or
         other agreement approved by the Board, (v) the issuance of shares of
         Common Stock in connection with acquisitions of assets or securities of
         another Person (other than issuances to Affiliates of the Company), and
         (vi) the issuance of shares of Common Stock upon conversion of the
         Preferred Stock and exercise of the Warrants.

         "EXERCISE PRICE" has the meaning given to it in Section 2(A).

         "EXPIRATION TIME" has the meaning given to it in Section 3.

         "INITIAL CONVERSION PRICE" shall have the meaning set forth in Section
         7 of the Certificate of Designation.

         "MARKET PRICE" means, with respect to a particular security, on any
         given day, the average of the highest and lowest reported sale prices
         regular way or, in case no such reported sales take place on such day,
         the average of the highest asked and lowest bid prices regular way, in
         either case on the principal national securities exchange on which the
         applicable security is listed or admitted to trading, or if not listed
         or admitted to trading

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         on any national securities exchange, (i) the average of the highest and
         lowest sale prices for such day reported by the Nasdaq Stock Market if
         such security is traded over-the-counter and quoted in the Nasdaq Stock
         Market, or (ii) if such security is so traded, but not so quoted, the
         average of the highest reported asked and lowest reported bid prices
         of such security as reported by the Nasdaq Stock Market or any
         comparable system, or (iii) if such security is not listed on the
         Nasdaq Stock Market or any comparable system, the average of the
         highest asked and lowest bid prices as furnished by two members of
         the National Association of Securities Dealers, Inc. selected from
         time to time by the Company for that purpose. If such security is not
         listed and traded in a manner that the quotations referred to above
         are available for the period required hereunder, the Market Price per
         share of Common Stock shall be deemed to be the fair value per share
         of such security as determined in good faith by the Board.

         "ORDINARY CASH DIVIDENDS" means any cash dividend or cash distribution
         which, when combined on a per share of Common Stock basis with the per
         share amounts of all other cash dividends and cash distributions paid
         on the Common Stock during the 365-day period ending on the date of
         declaration of such dividend or distribution (as adjusted to
         appropriately reflect any of the events referred to in Section 13 and
         excluding (a) cash dividends or cash distributions that resulted in an
         adjustment to the Exercise Price, (b) cash dividends paid on the Common
         Stock in which the Preferred Stock participates pursuant to Section
         3(a)(i) of the Certificate of Designation and (c) cash dividends or
         cash distributions paid on the Preferred Stock), does not exceed 7.5%
         of the Market Price of a share of Common Stock on the trading day
         immediately preceding the date of declaration of such dividend or
         distribution.

         "ORIGINAL ISSUE DATE" means the date on which the Warrants of this
         Series were first issued.

         "PERSON" means an individual, entity or group (within the meaning of
         Section 13(d)(3) or 14(d)(2) of the Exchange Act).

         "PREFERRED STOCK" means the Series B Convertible Participating
         Preferred Stock of the Company or successor preferred stock as
         contemplated by the Certificate of Designation.

         "PRO RATA REPURCHASES" means any purchase of shares of Common Stock by
         the Company or any Affiliate thereof pursuant to any tender offer or
         exchange offer subject to Section 13(e) of the Exchange Act, or
         pursuant to any other offer available to substantially all holders of
         Common Stock, whether for cash, shares of capital stock of the Company,
         other securities of the Company, evidences of indebtedness of the
         Company or any other person or any other property (including, without
         limitation, shares of capital stock, other securities or evidences of
         indebtedness of a subsidiary of the Company), or any combination
         thereof, effected while this Warrant is outstanding; PROVIDED, HOWEVER,
         that "Pro Rata Repurchase" shall not include any purchase of shares by
         the Company or any Affiliate thereof made in accordance with the
         requirements of Rule 10b-18 as in effect under the Exchange Act. The
         "Effective Date" of a Pro Rata Repurchase shall mean the date of
         acceptance of shares for purchase or exchange under

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         any tender or exchange offer which is a Pro Rata Repurchase or the
         date of purchase with respect to any Pro Rata Repurchase that is not a
         tender or exchange offer.

         "PURCHASE AGREEMENT" means the Preferred Stock and Warrant Purchase
         Agreement, dated as of August 8, 2000, among the Company and the
         purchasers named therein, including all schedules and exhibits thereto.

         "RIGHTS AGREEMENT" means the Rights Agreement, to be dated as of
         September 29, 2000, between the Company and the Bank of New York, as
         Rights Agent, as amended.

         "RIGHTS" is defined in Section 14.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
         successor statute, and the rules and regulations promulgated
         thereunder.

         "SHARES" is defined in Section 2(A).

         "SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
         stock with voting power, under ordinary circumstances, to elect
         directors is at the time of determination, directly or indirectly,
         owned by such Person or by one or more Subsidiaries of such Person, or
         (ii) any other entity (other than a corporation) in which such Person
         or one or more Subsidiaries of such Person, directly or indirectly, at
         the date of determination thereof has at least a majority ownership
         interest.

         "WARRANTHOLDER" has the meaning given to it in Section 2(A).

         "WARRANTS" means collectively the warrants represented hereby (and by
         any instrument replacing, in whole or in part, this instrument) which
         were issued to the purchasers named in the Purchase Agreement pursuant
         to the Purchase Agreement.

2.       NUMBER OF SHARES; EXERCISE PRICE.

         (A)      This certifies that, for value received, Warburg, Pincus
                  Equity Partners, L.P. or its registered assigns (the
                  "WARRANTHOLDER") is entitled, upon the terms and subject to
                  the conditions hereinafter set forth, to acquire from the
                  Company, in whole or in part, up to an aggregate of
                  ninety-four and one-half percent (94.5%) of the Applicable
                  Number of fully paid and nonassessable shares of Common Stock
                  (the "SHARES"), at a per Share purchase price (the "EXERCISE
                  PRICE") equal to 1.3 times the Initial Conversion Price. The
                  number and type of Shares and the Exercise Price are subject
                  to adjustment as provided herein, and all references to
                  "Shares", "Common Stock" and "Exercise Price" herein shall be
                  deemed to include any such adjustment or series of
                  adjustments. The "APPLICABLE NUMBER" means 1.6% of the Total
                  Shares Outstanding. "TOTAL SHARES OUTSTANDING" means the
                  quotient of (x) the sum of (a) all issued and outstanding
                  shares of Common Stock as of the Original Issue Date (the
                  "INITIAL OUTSTANDING AMOUNT"), and (b) the Option Amount,
                  divided by (y) 0.964. "OPTION AMOUNT" means the lesser of (a)
                  the sum of (1) all shares of Common Stock issuable upon
                  exercise or conversion of all

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                  options and convertible securities granted, sold or issued to
                  directors, officers or employees of the Company as of the
                  Original Issue Date which at such date had an exercise or
                  conversion price less than or equal to the Exercise Price at
                  the Original Issue Date, whether such shares are vested or
                  unvested and without regard to the relationship of the
                  exercise or conversion price thereof to the Market Price of
                  the Common Stock and (2) all shares and restricted shares of
                  Common Stock and all shares of Common Stock issuable upon
                  exercise or conversion of all options and convertible
                  securities granted, sold or issued to directors, officers
                  or employees of the Company after the Original Issue Date
                  and on or prior to the end of the 90th day following the
                  Original Issue Date which had at the date of grant, sale
                  or issuance an exercise or conversion price (or in the case
                  of shares or restricted shares, a purchase price) less than
                  or equal to the Exercise Price at such date of grant, sale
                  or issuance, whether such shares are vested or unvested and
                  without regard to the relationship of the exercise or
                  conversion (or purchase) price thereof to the Market Price
                  of the Common Stock and (b) the product of (1) the Initial
                  Outstanding Amount and (2) 0.1765.

         (B)      The Company will prepare a schedule calculating the Applicable
                  Number and the Total Shares Outstanding and present this
                  schedule to the initial holders of Warrants of this Series
                  within 15 Business Days after the 90th day following the
                  Original Issue Date. If the initial holders concur with such
                  schedule as prepared by the Company or otherwise do not
                  respond within 10 Business Days following receipt, the
                  Applicable Number and the Total Shares Outstanding will be as
                  set forth therein. If the initial holders dispute the
                  calculation of the Applicable Number or the Total Shares
                  Outstanding pursuant to such schedule as proposed by the
                  Company, the initial holders will note such dispute in writing
                  to the Company within 10 Business Days following receipt of
                  such schedule from the Company. If the Company and the initial
                  holders cannot agree on the calculation of the Applicable
                  Number and the Total Shares Outstanding within 5 Business Days
                  following the initial holders' written response noting their
                  dispute, then the Company and the initial holders will chose a
                  mutually agreeable investment banking or accounting firm to
                  compute the Applicable Amount and the Total Shares Outstanding
                  in accordance with this Warrant, and such computation shall be
                  final. The fees and expenses of such firm shall be borne
                  equally by the Company and the initial holders disputing such
                  calculations. The calculation of the Applicable Number and the
                  Total Shares Outstanding shall not take into account shares of
                  Preferred Stock or shares of Common Stock into which the
                  shares of Preferred Stock are convertible. The Applicable
                  Number and the Total Shares Outstanding shall be determined as
                  of the 90th day following the Original Issue Date. Following
                  the determination of the Applicable Number and the Total
                  Shares Outstanding the Company and the Warrantholder shall
                  amend this Warrant to set forth the amount thereof.

3.       EXERCISE RIGHTS.

         (A)      EXERCISE OF WARRANT; TERM. The right to purchase the Shares
                  represented by this

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                  Warrant is exercisable, in whole or in part, by the
                  Warrantholder, at any time or from time to time but in no
                  event later than 11:59 p.m. New York City Time, on  October 2,
                  2005 (the "EXPIRATION TIME"), by (a) the surrender of this
                  Warrant and Notice of Exercise annexed hereto, duly completed
                  and executed on behalf of the Warrantholder, at the office
                  of the Company in Basking Ridge, New Jersey (or such other
                  office or agency of the Company in the United States as
                  it may designate by notice in writing to the Warrantholder at
                  the address of the Warrantholder appearing on the books of the
                  Company), and (b) payment of the Exercise Price for the Shares
                  thereby purchased at the election of the Warrantholder in one
                  of the following manners:

         (i)      by tendering in cash, by certified or cashier's check or by
                  wire transfer payable to the order of the Company; or

         (ii)     by having the Company withhold shares of Common Stock issuable
                  upon exercise of this Warrant equal in value to the aggregate
                  Exercise Price as to which this Warrant is so exercised based
                  on the Market Price of the Common Stock on the trading day
                  prior to the date on which this Warrant and the Notice of
                  Exercise are delivered to the Company.

         (B)      MANDATORY EXERCISE. At any time beginning on the later of (x)
                  the date that is six months after the Original Issue Date or
                  (y) the date that the Warrant Registration Statement shall
                  have become effective under the Securities Act, and continuing
                  until the second anniversary of the Original Issue Date, at
                  the Company's option, the Warrantholder shall be required to
                  exercise this Warrant with respect to up to 50% of the
                  Applicable Number, but only if the average of the Market
                  Prices of the Common Stock has been at least 2.25 times the
                  Initial Conversion Price over a period of 20 consecutive
                  trading days, ending on a trading day with respect to which
                  the Market Price is at least 2.25 times the Initial Conversion
                  Price and which is no more than five trading days prior to the
                  date on which the Company delivered written notice thereof to
                  the Warrantholder, which notice shall state the number of
                  Shares subject to such exercise and the date of exercise
                  (which date must be no fewer than 10 days after, and no more
                  than 20 days after, the date of the notice) (the "EXERCISE
                  DEADLINE DATE"). If the Warrantholder is required to exercise
                  this Warrant pursuant to this Section 3(B), the method of
                  exercise shall be the same as the method described in Section
                  3(A); PROVIDED, HOWEVER, that if the Warrantholder fails to
                  exercise this Warrant on or prior to the Exercise Deadline
                  Date, the Company shall effect the exercise of this Warrant on
                  the next succeeding day by withholding shares of Common Stock
                  in the manner described in Section 3(A)(ii) based on the
                  Market Price of the Common Stock on the Exercise Deadline
                  Date. The Company shall deliver, in accordance with Section 4,
                  the shares of Common Stock (and any cash in lieu of fractional
                  shares) issued as a result of any exercise pursuant to the
                  proviso to the immediately preceding sentence to the
                  Warrantholder who failed to exercise in the name and at the
                  address of the Warrantholder appearing on the books of the
                  Company and such Warrantholder's Warrant shall thereafter be
                  null and void with respect to the

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                  portion of the Warrant so exercised. "WARRANT
                  REGISTRATION STATEMENT" shall mean a registration statement
                  filed by the Company under the Securities Act registering
                  the sale by the initial purchasers and Permitted Transferees
                  (as defined in the Purchase Agreement) of the Warrants and
                  the shares of Common Stock issuable upon exercise of this
                  Warrant, in accordance with Section 5.10 of the Purchase
                  Agreement.

         (C)      REPLACEMENT OF WARRANT. If the exercising (or selling, as the
                  case may be) Warrantholder does not exercise (or sell, as the
                  case may be) this Warrant in its entirety, the Warrantholder
                  will be entitled to receive from the Company within a
                  reasonable time, not exceeding three (3) Business Days, a new
                  warrant in substantially identical form for the purchase of
                  that number of Shares equal to the difference between the
                  number of Shares subject to this Warrant and the number of
                  Shares as to which this Warrant is so exercised (or sold, as
                  the case may be); PROVIDED, HOWEVER, that if the Warrantholder
                  is required to deliver this Warrant to the Company pursuant to
                  Section 3(B) and fails to do so, the Warrantholder shall not
                  be entitled to receive a new warrant from the Company until
                  the Warrantholder delivers this Warrant to the Company and
                  then only in respect of the portion of the Warrant not
                  exercised pursuant to Section 3(B).

4.       ISSUANCE OF SHARES; AUTHORIZATION; LISTING. Subject to the next
         sentence, certificates for Shares issued upon exercise of this Warrant
         will be issued in such name or names as the Warrantholder may designate
         and will be delivered to such named Person or Persons within a
         reasonable time, not to exceed three (3) Business Days after the date
         on which this Warrant has been duly exercised in accordance with the
         terms of this Warrant. In the event this Warrant is exercised prior to
         the final determination of the Exercise Price and the number of shares
         of Common Stock issuable upon exercise of this Warrant, such exercise
         shall be effective when made but payment of the exercise price shall be
         made and certificates for Shares shall be issued, three (3) Business
         Days after final determination of the Exercise Price. The Company
         hereby represents and warrants that any Shares issued upon the exercise
         of this Warrant in accordance with the provisions of Section 3 will,
         upon issuance and payment therefor, be duly and validly authorized and
         issued, fully paid and nonassessable, free from all preemptive rights
         and free from all taxes, liens, security interests and charges (other
         than liens or charges created by or imposed upon the Warrantholder or
         taxes in respect of any transfer occurring contemporaneously
         therewith). The Company agrees that the Shares so issued will be deemed
         to have been issued to the Warrantholder as of the close of business on
         the date on which this Warrant and payment of the Exercise Price are
         delivered to the Company in accordance with the terms of this Warrant,
         notwithstanding that the stock transfer books of the Company may then
         be closed or certificates representing such Shares may not be actually
         delivered on such date. The Company will at all times reserve and keep
         available, free from preemptive rights, out of its authorized but
         unissued Common Stock, solely for the purpose of providing for the
         exercise of this Warrant, the aggregate number of shares of Common
         Stock issuable upon exercise of this Warrant. The Company will procure,
         at its sole expense, the listing of the Shares, subject to issuance or
         notice of issuance, on the principal domestic stock exchange on which
         the Common Stock is then

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         listed or traded. The Company will take all commercially reasonable
         action as may be necessary to ensure that the Shares may be issued
         without violation of any applicable law or regulation or of any
         requirement of any securities exchange on which the shares of
         Common Stock are listed or traded.

5.       NO FRACTIONAL SHARES OR SCRIP. No fractional Shares or scrip
         representing fractional Shares shall be issued upon any exercise of
         this Warrant. In lieu of any fractional Share to which the
         Warrantholder would otherwise be entitled, the Warrantholder shall be
         entitled to receive a cash payment equal to the Market Price per share
         of Common Stock computed as of the trading day immediately preceding
         the date the Warrant is presented for exercise, multiplied by such
         fraction of a Share.

6.       NO RIGHTS AS SHAREHOLDERS. This Warrant does not entitle the
         Warrantholder to any voting rights or other rights as a shareholder of
         the Company prior to the date of exercise hereof.

7.       CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
         Common Stock upon the exercise of this Warrant shall be made without
         charge to the Warrantholder or such designated Persons for any issue or
         transfer tax (other than taxes in respect of any transfer occurring
         contemporaneously therewith or as a result of the holder being a
         non-U.S. person) or other incidental 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 issuance or delivery of shares of Common Stock in a name other
         than that of the Warrantholder or such designated Persons, and no such
         issuance or delivery shall be made unless and until the person
         requesting such issuance or delivery has paid to the Company the amount
         of any such tax or has established, to the satisfaction of the Company,
         that such tax has been paid.

8.       TRANSFER/ASSIGNMENT. This Warrant and any rights hereunder are not
         transferable by the Warrantholder, in whole or in part, in the absence
         of any effective registration statement related to this Warrant or an
         opinion of counsel, satisfactory in form and substance to the Company,
         that such registration is not required under the Securities Act and any
         applicable state securities laws. Subject to compliance with the
         preceding sentence, this Warrant and all rights hereunder are
         transferable, in whole or in part, upon the books of the Company by the
         registered holder hereof in person or by duly authorized attorney, and
         a new warrant shall be made and delivered by the Company, of the same
         tenor as this Warrant but registered in the name of the transferee,
         upon surrender of this Warrant, duly endorsed, to the office or agency
         of the Company described in Section 3. All expenses, taxes (other than
         stock transfer taxes or taxes imposed because the transferee is a
         non-U.S. Person) and other charges payable in connection with the
         preparation, execution and delivery of the new warrants pursuant to
         this Section 8 shall be paid by the Company. The restrictions imposed
         by the first sentence of this Section 8 shall terminate as to the
         Warrant (i) when such security has been effectively registered under
         the Securities Act and disposed of in accordance with the registration
         statement covering such security, except with respect to securities
         held following such disposition by Affiliates of the

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         Company, or (ii) when, in the opinion of counsel for the Company, such
         restrictions are no longer required in order to achieve compliance with
         the Securities Act.

9.       EXCHANGE AND REGISTRY OF WARRANT. This Warrant is exchangeable, upon
         the surrender hereof by the Warrantholder at the office or agency of
         the Company described in Section 3, for a new warrant or warrants of
         like tenor representing the right to purchase in the aggregate a like
         number of shares. The Company shall maintain at the office or agency
         described in Section 3 a registry showing the name and address of the
         Warrantholder as the registered holder of this Warrant. This Warrant
         may be surrendered for exchange or exercise, in accordance with its
         terms, at the office of the Company, and the Company shall be entitled
         to rely in all respects, prior to written notice to the contrary, upon
         such registry.

10.      LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. If this Warrant is
         mutilated, lost, stolen or destroyed, the Company will issue and
         deliver in substitution for and upon cancellation of the mutilated
         Warrant, or in substitution for the Warrant lost, stolen or destroyed,
         a new warrant or warrants of like tenor and representing an equivalent
         right or interest, but only upon, in the case of a lost, stolen or
         destroyed certificate, receipt of evidence satisfactory to the Company
         of such loss, theft or destruction. If required by the Company, the
         Warrantholder shall furnish an indemnity bond sufficient to protect the
         Company from any out-of-pocket loss which it may suffer if a Warrant is
         replaced. The Company may charge the Warrantholder for its reasonable
         expenses in replacing a Warrant.

11.      SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
         taking of any action or the expiration of any right required or granted
         herein shall not be a Business Day, then such action may be taken or
         such right may be exercised on the next succeeding day that is a
         Business Day.

12.      RULE 144 INFORMATION. The Company covenants that it will file the
         reports required to be filed by it under the Securities Act and the
         Exchange Act and the rules and regulations promulgated thereunder (or,
         if the Company is not required to file such reports, it will, upon the
         request of any Warrantholder, make publicly available such information
         as is described in Rule 144(c)(2) under the Securities Act). Upon the
         request of any Warrantholder, the Company will deliver to such
         Warrantholder a written statement that it has complied with such
         requirements.

13.      ADJUSTMENTS AND OTHER RIGHTS. The Exercise Price and the number of
         Shares issuable upon exercise of this Warrant shall be subject to
         adjustment from time to time as follows:

         (A)      COMMON STOCK ISSUED AT LESS THAN MARKET VALUE. If the Company
                  issues or sells any Common Stock other than Excluded Stock
                  without consideration or for consideration per share less than
                  the Market Price of the Common Stock, as of the day of such
                  issuance or sale, the Exercise Price in effect immediately
                  prior to each such issuance or sale will immediately (except
                  as provided below) be reduced to the price determined by
                  multiplying the Exercise Price, in effect immediately prior

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                  to such issuance or sale, by a fraction, (1) the numerator of
                  which shall be (x) the number of shares of Common Stock
                  outstanding immediately prior to such issuance or sale plus
                  (y) the number of shares of Common Stock which the aggregate
                  consideration received by the Company for the total number of
                  such additional shares of Common Stock so issued or sold would
                  purchase at the Market Price on the last trading day
                  immediately preceding such issuance or sale and (2) the
                  denominator of which shall be the number of shares of Common
                  Stock outstanding immediately after such issue or sale. In
                  such event, the number of shares of Common Stock issuable upon
                  the exercise of this Warrant shall be increased to the number
                  obtained by dividing (i) the product of (a) the number of
                  Shares issuable upon the exercise of this Warrant before such
                  adjustment, and (b) the Exercise Price in effect immediately
                  prior to the issuance giving rise to this adjustment by (ii)
                  the new Exercise Price determined in accordance with the
                  immediately preceding sentence. For the purposes of any
                  adjustment of the Exercise Price and the number of Shares
                  issuable upon exercise of this Warrant pursuant to this
                  Section 13(A), the following provisions shall be applicable:

         (i)      In the case of the issuance of Common Stock for cash, the
                  amount of the consideration received by the Company shall be
                  deemed to be the amount of the cash proceeds received by the
                  Company for such Common Stock before deducting therefrom any
                  discounts or commissions allowed, paid or incurred by the
                  Company for any underwriting or otherwise in connection with
                  the issuance and sale thereof.

         (ii)     In the case of the issuance of Common Stock (otherwise than
                  upon the conversion of shares of Capital Stock or other
                  securities of the Company) for a consideration in whole or in
                  part other than cash, including securities acquired in
                  exchange therefor (other than securities by their terms so
                  exchangeable), the consideration other than cash shall be
                  deemed to be the fair value thereof as determined by the
                  Board, PROVIDED, HOWEVER, that such fair value as determined
                  by the Board shall not exceed the aggregate Market Price of
                  the shares of Common Stock being issued as of the date the
                  Board authorizes the issuance of such shares.

         (iii)    In the case of the issuance of (a) options, warrants or other
                  rights to purchase or acquire Common Stock (whether or not at
                  the time exercisable) or (b) securities by their terms
                  convertible into or exchangeable for Common Stock (whether or
                  not at the time so convertible or exchangeable) or options,
                  warrants or rights to purchase such convertible or
                  exchangeable securities (whether or not at the time
                  exercisable):

         (a)      the aggregate maximum number of shares of Common Stock
                  deliverable upon exercise of such options, warrants or other
                  rights to purchase or acquire Common Stock shall be deemed to
                  have been issued at the time such options, warrants or rights
                  are issued and for a consideration equal to the consideration
                  (determined in the manner provided in Section 13(A)(i) and
                  (ii)), if any, received by the Company upon the issuance of
                  such options, warrants or rights plus the minimum

                                       10

<PAGE>

                  purchase price provided in such options, warrants or rights
                  for the Common Stock covered thereby;

         (b)      the aggregate maximum number of shares of Common Stock
                  deliverable upon conversion of or in exchange for any such
                  convertible or exchangeable securities, or upon the exercise
                  of options, warrants or other rights to purchase or acquire
                  such convertible or exchangeable securities and the subsequent
                  conversion or exchange thereof, shall be deemed to have been
                  issued at the time such securities were issued or such
                  options, warrants or rights were issued and for a
                  consideration equal to the consideration, if any, received by
                  the Company for any such securities and related options,
                  warrants or rights (excluding any cash received on account of
                  accrued interest or accrued dividends), plus the additional
                  consideration (determined in the manner provided in Section
                  13(A)(i) and (ii)), if any, to be received by the Company upon
                  the conversion or exchange of such securities, or upon the
                  exercise of any related options, warrants or rights to
                  purchase or acquire such convertible or exchangeable
                  securities and the subsequent conversion or exchange thereof;

         (c)      on any change in the number of shares of Common Stock
                  deliverable upon exercise of any such options, warrants or
                  rights or conversion or exchange of such convertible or
                  exchangeable securities or any change in the consideration to
                  be received by the Company upon such exercise, conversion or
                  exchange, but excluding changes resulting from the
                  anti-dilution provisions thereof (to the extent comparable to
                  the anti-dilution provisions contained herein), the Exercise
                  Price and the number of Shares issuable upon exercise of this
                  Warrant as then in effect shall forthwith be readjusted to
                  such Exercise Price and number of Shares as would have been
                  obtained had an adjustment been made upon the issuance of such
                  options, warrants or rights not exercised prior to such
                  change, or of such convertible or exchangeable securities not
                  converted or exchanged prior to such change, upon the basis of
                  such change;

         (d)      on the expiration or cancellation of any such options,
                  warrants or rights (without exercise), or the termination of
                  the right to convert or exchange such convertible or
                  exchangeable securities (without exercise), if the Exercise
                  Price and the number of Shares issuable upon exercise of this
                  Warrant shall have been adjusted upon the issuance thereof,
                  the Exercise Price and the number of Shares issuable upon
                  exercise of this Warrant shall forthwith be readjusted to such
                  Exercise Price and number of Shares as would have been
                  obtained had an adjustment been made upon the issuance of such
                  options, warrants, rights or such convertible or exchangeable
                  securities on the basis of the issuance of only the number of
                  shares of Common Stock actually issued upon the exercise of
                  such options, warrants or rights, or upon the conversion or
                  exchange of such convertible or exchangeable securities; and

         (e)      if the Exercise Price and the number of Shares issuable upon
                  exercise of this Warrant shall have been adjusted upon the
                  issuance of any such options, warrants,

                                        11

<PAGE>

                  rights or convertible or exchangeable securities, no further
                  adjustment of the Exercise Price and the number of Shares
                  issuable upon exercise of this Warrant shall be made for the
                  actual issuance of Common Stock upon the exercise, conversion
                  or exchange thereof.

         (B)      STOCK SPLITS, SUBDIVISIONS, RECLASSIFICATIONS OR COMBINATIONS.
                  If the Company shall (1) declare a dividend or make a
                  distribution on its Common Stock in shares of Common Stock,
                  (2) subdivide or reclassify the outstanding shares of Common
                  Stock into a greater number of shares, or (3) combine or
                  reclassify the outstanding Common Stock into a smaller number
                  of shares, the number of Shares issuable upon exercise of this
                  Warrant at the time of the record date for such dividend or
                  distribution or the effective date of such subdivision,
                  combination or reclassification shall be proportionately
                  adjusted so that the Warrantholder after such date shall be
                  entitled to purchase the number of shares of Common Stock
                  which such holder would have owned or been entitled to receive
                  after such date had this Warrant been exercised immediately
                  prior to such date. In such event, the Exercise Price in
                  effect at the time of the record date for such dividend or
                  distribution or the effective date of such subdivision,
                  combination or reclassification shall be adjusted to the
                  number obtained by dividing (i) the product of (a) the number
                  of Shares issuable upon the exercise of this Warrant before
                  such adjustment and (b) the Exercise Price in effect
                  immediately prior to the issuance giving rise to this
                  adjustment by (ii) the new number of Shares issuable upon
                  exercise of the Warrant determined pursuant to the immediately
                  preceding sentence.

         (C)      OTHER DISTRIBUTIONS. In case the Company shall fix a record
                  date for the making of a distribution to all holders of shares
                  of its Common Stock (i) of shares of any class or of any
                  Person other than shares of the Common Stock or (ii) of
                  evidence of indebtedness of the Company or any Subsidiary or
                  (iii) of assets (excluding Ordinary Cash Dividends, and
                  dividends or distributions referred to in Section 13(B)) or
                  (iv) of rights or warrants, in each such case the number of
                  Shares issuable upon exercise of this Warrant shall be
                  multiplied by a fraction, the numerator of which is the Market
                  Price per share of Common Stock on such record date and the
                  denominator of which is the Market Price per share of Common
                  Stock on such record date less the fair market value (as
                  reasonably determined by the Board, which amount shall be the
                  cash amount in the case of a distribution in cash) of said
                  shares or evidences of indebtedness or assets or rights or
                  warrants to be so distributed per share of Common Stock; such
                  adjustment shall take effect on the record date for such
                  distribution. In such event, the Exercise Price shall be
                  multiplied by a fraction, the numerator of which is the number
                  of Shares issuable upon the exercise of this Warrant before
                  such adjustment, and the denominator of which is the new
                  number of Shares issuable upon exercise of this Warrant
                  determined in accordance with the immediately preceding
                  sentence. Notwithstanding the foregoing, in the event that the
                  fair market value (as determined above) of the shares or
                  evidences of indebtedness or assets or rights or warrants to
                  be so distributed with respect to one share of Common Stock is
                  equal

                                      12

<PAGE>

                  to or greater than the Market Price per share of Common
                  Stock on such record date, then proper provision shall be made
                  such that upon exercise of the Warrant, the holder shall
                  receive the amount and kind of such shares, assets, evidences
                  of indebtedness, rights or warrants such holders would have
                  received had such holders exercised this Warrant immediately
                  prior to such record date. In the event that such distribution
                  is not so made, the Exercise Price and the number of Shares
                  issuable upon exercise of this Warrant then in effect shall be
                  readjusted, effective as of the date when the Board determines
                  not to distribute such shares, evidences of indebtedness,
                  assets, rights or warrants, as the case may be, to the
                  Exercise Price that would then be in effect and the number of
                  Shares that would then be issuable upon exercise of this
                  Warrant if such record date had not been fixed.

         (D)      CERTAIN REPURCHASES OF COMMON STOCK. In case the Company
                  effects a Pro Rata Repurchase of Common Stock, then the
                  Exercise Price shall be reduced to the price determined by
                  multiplying the Exercise Price in effect immediately prior to
                  the effective date of such Pro Rata Repurchase by a fraction
                  of which the numerator shall be (i) the product of (x) the
                  number of shares of Common Stock outstanding immediately
                  before such Pro Rata Repurchase and (y) the Market Price of a
                  share of Common Stock on the trading day immediately preceding
                  the first public announcement by the Company or any of its
                  Affiliates of the intent to effect such Pro Rata Repurchase,
                  minus (ii) the aggregate purchase price of the Pro Rata
                  Repurchase, and of which the denominator shall be the product
                  of (i) the number of shares of Common Stock outstanding
                  immediately prior to such Pro Rata Repurchase minus the number
                  of shares of Common Stock so repurchased and (ii) the Market
                  Price per share of Common Stock on the trading day immediately
                  preceding the first public announcement of such Pro Rata
                  Repurchase. In such event, the number of shares of Common
                  Stock issuable upon the exercise of this Warrant shall be
                  increased to the number obtained by dividing (i) the product
                  of (a) the number of Shares issuable upon the exercise of this
                  Warrant before such adjustment, and (b) the Exercise Price in
                  effect immediately prior to the Pro Rata Repurchase giving
                  rise to this adjustment by (ii) the new Exercise Price
                  determined in accordance with the immediately preceding
                  sentence.

         (E)      BUSINESS COMBINATIONS. In case of any Business Combination or
                  reclassification of Common Stock (other than a
                  reclassification of Common Stock referred to in Section
                  13(B)), any Shares issued or issuable upon exercise of this
                  Warrant after the date of such Business Combination or
                  reclassification will be exchangeable for the number of shares
                  of stock or other securities or property (including cash) to
                  which the Common Stock issuable (at the time of such Business
                  Combination or reclassification) upon exercise of this Warrant
                  immediately prior to such Business Combination or
                  reclassification would have been entitled upon such Business
                  Combination or reclassification; and in any such case, if
                  necessary, the provisions set forth herein with respect to the
                  rights and interests thereafter of the Warrantholder shall be
                  appropriately adjusted so as to be applicable, as nearly as
                  may reasonably be, to any shares of stock or other securities
                  or property thereafter

                                         13

<PAGE>

                  deliverable on the exercise of this Warrant. In determining
                  the kind and amount of stock, securities or the property
                  receivable upon consummation of such Business Combination or
                  reclassification, if the holders of Common Stock have the
                  right to elect the kind or amount of consideration receivable
                  upon consummation of such Business Combination, then the
                  Warrantholder shall have the right to make a similar election
                  upon exercise of this Warrant with respect to the number of
                  shares of stock or other securities or property which the
                  Warrantholder will receive upon exercise of this Warrant.

         (F)      SUCCESSIVE ADJUSTMENTS. Successive adjustments in the Exercise
                  Price and the number of shares of Common Stock issuable upon
                  exercise of this Warrant shall be made, without duplication,
                  whenever any event specified in Sections 13(A), (B), (C), (D)
                  or (E) shall occur.

         (G)      ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENTS. All
                  calculations under this Section 13 shall be made to the
                  nearest one-tenth (1/10th) of a cent or to the nearest
                  one-hundreth (1/100th) of a share, as the case may be. No
                  adjustment in the Exercise Price or the number of Shares into
                  which this Warrant is exercisable is required if the amount of
                  such adjustment would be less than $0.01 or one-tenth (1/10th)
                  of a share of Common Stock, as the case may be; PROVIDED,
                  HOWEVER, that any adjustments which by reason of this Section
                  13(G) are not required to be made will be carried forward and
                  given effect in any subsequent adjustment.

         (H)      TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON CERTAIN
                  ADJUSTMENTS. Notwithstanding the foregoing, in any case in
                  which the provisions of this Section 13 shall require that an
                  adjustment shall become effective immediately after a record
                  date for an event, the Company may defer until the occurrence
                  of such event (i) issuing to the Warrantholder of this Warrant
                  exercised after such record date and before the occurrence of
                  such event the additional shares of Common Stock issuable upon
                  such exercise by reason of the adjustment required by such
                  event over and above the shares of Common Stock issuable upon
                  such exercise before giving effect to such adjustment and (ii)
                  paying to such Warrantholder any amount of cash in lieu of a
                  fractional share of Common Stock; PROVIDED, HOWEVER, that the
                  Company upon request shall deliver to such Warrantholder a due
                  bill or other appropriate instrument evidencing such
                  Warrantholder's right to receive such additional shares, and
                  such cash, upon the occurrence of the event requiring such
                  adjustment.

         (I)      ADJUSTMENT FOR UNSPECIFIED ACTIONS. If the Company takes any
                  action affecting the Common Stock, other than action described
                  in this Section 13, which in the opinion of the Board would
                  materially adversely affect the exercise rights of the
                  Warrantholders, the Exercise Price for the Warrants and/or the
                  number of Shares received upon exercise of the Warrant may be
                  adjusted, to the extent permitted by law, in such manner, if
                  any, and at such time, as such Board may determine in good
                  faith to be equitable in the circumstances. Failure of the
                  Board to provide for any such adjustment prior to the
                  effective date of any such action by the

                                       14

<PAGE>

                  Company affecting the Common Stock will be evidence that the
                  Board has determined that it is equitable to make no
                  adjustments in the circumstances.

         (J)      VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at its
                  option, at any time during the term of the Warrants, reduce
                  the then current Exercise Price or increase the number of
                  Shares for which the Warrant may be exercised to any amount
                  deemed appropriate by the Board; PROVIDED, HOWEVER, that if
                  the Company elects to make such adjustment, such adjustment
                  will remain in effect for at least a 15-day period, after
                  which time the Company may, at its option, reinstate the
                  Exercise Price or number of Shares in effect prior to such
                  adjustment, subject to any interim adjustments pursuant to
                  this Section 13.

         (K)      STATEMENT REGARDING ADJUSTMENTS. Whenever the Exercise Price
                  or the number of Shares into which this Warrant is exercisable
                  shall be adjusted as provided in this Section 13, the Company
                  shall forthwith file, at the principal office of the Company a
                  statement showing in reasonable detail the facts requiring
                  such adjustment and the Exercise Price that shall be in effect
                  and the number of Shares into which this Warrant shall be
                  exercisable after such adjustment and the Company shall also
                  cause a copy of such statement to be sent by mail, first class
                  postage prepaid, to each Warrantholder at the address
                  appearing in the Company's records.

         (L)      NOTICES. In the event that the Company shall give notice or
                  make a public announcement to the holders of Common Stock of
                  any action of the type described in this Section 13 (but only
                  if the action of the type described in this Section 13 would
                  result in an adjustment in the Exercise Price or the number of
                  Shares into which this Warrant is exercisable or a change in
                  the type of securities or property to be delivered upon
                  exercise of this Warrant), the Company shall, at the time of
                  such notice or announcement, and in the case of any action
                  which would require the fixing of a record date, at least 10
                  days prior to such record date, give notice to the
                  Warrantholder, in the manner set forth in Section 13(K), which
                  notice shall specify the record date, if any, with respect to
                  any such action and the approximate date on which such action
                  is to take place. Such notice shall also set forth the facts
                  with respect thereto as shall be reasonably necessary to
                  indicate the effect on the Exercise Price and the number, kind
                  or class of shares or other securities or property which shall
                  be deliverable upon exercise of this Warrant. Failure to give
                  such notice, or any defect therein, shall not affect the
                  legality or validity of any such action.

         (M)      MISCELLANEOUS. Except as provided in this Section 13, no
                  adjustment in respect of any dividends or other payments or
                  distributions made to Warrantholders of securities issuable
                  upon exercise of Warrants will be made during the term of a
                  Warrant or upon the exercise of a Warrant. In addition,
                  notwithstanding any of the foregoing, no such adjustment will
                  be made for the issuance or conversion of (a) any Securities
                  (as defined in the Purchase Agreement) or (b) any rights under
                  the Rights Agreement or any successor agreement unless such
                  rights become

                                       15

<PAGE>

                  exercisable (in which case they will be deemed for purposes of
                  this Warrant to have been issued at the time they become
                  exercisable).

         (N)      NO IMPAIRMENT. The Company will not, by amendment of its
                  certificate of incorporation 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 to be observed or performed hereunder by the Company,
                  but will at all times in good faith assist in the carrying out
                  of all the provisions of this Warrant and in taking of all
                  such action as may be necessary or appropriate in order to
                  protect the rights of the Warrantholder.

14.      RIGHTS. Whenever the Company shall issue shares of Common Stock upon
         exercise of this Warrant, the Company shall issue, together with each
         such share of Common Stock, one right to purchase Series A Junior
         Participating Preferred Stock, $1.00 par value per share, of the
         Company (or other securities in lieu thereof) pursuant to the Rights
         Agreement, or any similar rights issued to holders of Common Stock in
         addition thereto or in the replacement therefor (such rights, together
         with any additional or replacement rights, being collectively referred
         to as the "RIGHTS"), whether or not such Rights shall be exercisable at
         such time, but only if such Rights are issued and outstanding and held
         by the other holders of Common Stock (or evidenced by outstanding share
         certificates representing Common Stock) at such time and have not
         expired or been redeemed.

15.      MERGER OR CONSOLIDATION OF THE COMPANY. The Company will not merge or
         consolidate into, or sell, transfer or lease all or substantially all
         of its property to, any other corporation unless the successor,
         transferee or lessee corporation, as the case may be (if not the
         Company), (a) expressly assumes the due and punctual performance and
         observance of each and every covenant and condition of this Warrant to
         be performed and observed by the Company and (b) expressly agrees to
         exchange, at the Warrantholder's option, this Warrant for a warrant or
         warrants on such surviving corporation's common stock on terms
         substantially similar to the terms under this Warrant.

16.      GOVERNING LAW. THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR
         ASSIGNS OF THE COMPANY. THIS WARRANT SHALL CONSTITUTE A CONTRACT UNDER
         THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE
         CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
         DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES.

17.      ATTORNEYS' FEES. A party in breach of this Warrant shall, on demand,
         indemnify and hold harmless the other party for and against all
         reasonable out-of-pocket expenses, including legal fees, incurred by
         such other party by reason of the enforcement and protection of its
         rights under this Warrant. The payment of such expenses is in addition
         to any other relief to which such other party may be entitled.

                                       16

<PAGE>

18.      AMENDMENTS. This Warrant may be amended and the observance of any term
         of this Warrant may be waived only with the written consent of the
         Company and the Warrantholder.

19.      NOTICE. All notices hereunder shall be in writing and shall be
         effective (a) on the day on which delivered if delivered personally or
         transmitted by telex or telegram or telecopier with evidence of
         receipt, (b) one Business Day after the date on which the same is
         delivered to a nationally recognized overnight courier service with
         evidence of receipt, or (c) five Business Days after the date on which
         the same is deposited, postage prepaid, in the U.S. mail, sent by
         certified or registered mail, return receipt requested, and addressed
         to the party to be notified at the address indicated below for the
         Company, or at the address for the Warrantholder set forth in the
         registry maintained by the Company pursuant to Section 9, or at such
         other address and/or telecopy or telex number and/or to the attention
         of such other person as the Company or the Warrantholder may designate
         by ten-day advance written notice.

                  To the Company:

                           Avaya Inc.
                           211 Mount Airy Road
                           Basking Ridge, NJ  07920
                           Attn:  Chief Financial Officer
                           Telephone:  (908) 953-6000
                           Fax:  (908)  953-9875

20.      ENTIRE AGREEMENT. This Warrant and the forms attached hereto contain
         the entire agreement between the parties with respect to the subject
         matter hereof and supersede all prior and contemporaneous arrangements
         or undertakings with respect thereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                      17

<PAGE>

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

Dated:  October 2, 2000

                                     AVAYA INC.


                                     By:____________________________________
                                          Name:      Garry K. McGuire
                                          Title:     Chief Financial Officer



















                                       18

<PAGE>

                          [FORM OF NOTICE OF EXERCISE]

                              Date: ______________


TO:    Avaya Inc.

RE:    Election to Subscribe for and Purchase Common Stock

                  The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby agrees to subscribe for and purchase the number of
shares of the Common Stock set forth below covered by such Warrant. The
undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay
the aggregate Exercise Price for such shares of Common Stock in the manner set
forth below. A new warrant evidencing the remaining shares of Common Stock
covered by such Warrant, but not yet subscribed for and purchased, should be
issued in the name set forth below. If the new warrant is being transferred, an
opinion of counsel is attached hereto with respect to the transfer of such
warrant.

Number of Shares of Common Stock:______________________

Method of Payment of Exercise Price:___________________

Name and Address of Person to be
Issued New Warrant:__________________________
                   __________________________
                   __________________________
                   __________________________



                                     Holder:____________________________
                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________





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