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                                                                     EXHIBIT 4.3
                              CONDOR SYSTEMS, INC.


                       WARRANT FOR THE PURCHASE OF CLASS C
                      COMMON STOCK OF CONDOR SYSTEMS, INC.


NO. ____                                                     WARRANT TO PURCHASE
                                         SHARES EQUAL TO HOLDER'S WARRANT AMOUNT
                                 (AS DEFINED IN THE 2001 SUBSCRIPTION AGREEMENT)


        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD
        EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO ADDITIONAL
        RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INVESTORS' AGREEMENT (AS
        HEREIN DEFINED), COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE
        COMPANY OR ANY SUCCESSOR THERETO.


                                                Date of Issuance: April 12, 2001

        FOR VALUE RECEIVED, CONDOR SYSTEMS, INC., a California corporation (the
"COMPANY"), hereby certifies that [       ], its successor or permitted assigns
(the "HOLDER"), is entitled, subject to the provisions of this Warrant, to
purchase from the Company a number of fully paid and non-assessable shares of
Class C Common Stock of the Company, par value $0.001 per share (the "WARRANT
SHARES") equal to the Holder's Warrant Amount (as defined in the 2001
Subscription Agreement), at a purchase price per share equal to the Exercise
Price (as hereinafter defined). The number of Warrant Shares to be received upon
the exercise of this Warrant and the Exercise Price are subject to adjustment
from time to time as hereinafter set forth.

        This Warrant is one of one or more warrants (each individually, a
"WARRANT" and, collectively, the "WARRANTS") of the same form and having the
same terms as this Warrant issued pursuant to the 2001 Securities Subscription
Agreement, entitling the holders thereof to purchase initially up to an
aggregate of [ ] shares of Class C Common Stock. The Warrants have been issued
pursuant to the 2001 Subscription Agreement providing for the purchase and
issuance of the Warrants. The Holder is entitled to certain benefits and is
subject to certain obligations as set forth in the Investors Agreement (as
defined below). The Company shall keep a copy of the 2001 Subscription Agreement
and the Investors Agreement, and any amendments thereto, at its principal
executive

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office and shall furnish, without charge, copies thereof to the Holder upon
request.

        (a)    DEFINITIONS.

               (1)    The following terms, as used herein, have the following
        meanings:

        "2001 SUBSCRIPTION AGREEMENT" means the Securities Subscription
Agreement dated as of April 12, 2001 among the Company and the purchasers of
Securities (as defined therein) listed on the signature pages thereto.

        "AFFILIATE" shall have the meaning given to such term in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as amended.

        "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.

        "CLASS C COMMON STOCK" means the Class C Common Stock of the Company,
par value $0.001 per share, or any other security for which this Warrant may be
exercised pursuant to the terms hereof.

        "DULY ENDORSED" means duly endorsed in blank by the Person or Persons in
whose name a stock certificate is registered or accompanied by a duly executed
stock assignment separate from the certificate, in each case, with the
signature(s) thereon guaranteed by a commercial bank or trust company or a
member of a national securities exchange or of the National Association of
Securities Dealers, Inc.

        "EXERCISE PRICE" means $0.01 per Warrant Share, as such Exercise Price
is adjusted from time to time as provided herein.

        "EXPIRATION DATE" means March 30, 2011 at 5:00 p.m. New York City time.

        "FAIR MARKET VALUE" means, with respect to one share of Class C Common
Stock, on any date, the Current Market Price per share of Class C Common Stock
as defined in paragraph (h)(6) hereof.

        "INVESTORS AGREEMENT" means the Investors' Agreement dated as of April
15, 1999 among the Company and the Shareholders (as defined therein), as amended
from time to time.


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        "PERSON" means an individual, partnership, corporation, limited
liability company, trust, joint stock company, association, joint venture, or
any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

        (b)    EXERCISE OF WARRANT.

               (1)    The Holder is entitled to exercise this Warrant in whole
        or in part at any time, or from time to time, until 5:00 p.m. (New York
        City time) on the Expiration Date or, if such day is not a Business Day,
        then until such time on the next succeeding day that shall be a Business
        Day. To exercise this Warrant, the Holder shall execute and deliver to
        the Company a Warrant Subscription Form forming a part hereof duly
        executed by the Holder and payment of the applicable Exercise Price for
        each Warrant Share subject to such exercise. Upon such delivery and
        payment, the Holder shall be deemed to be the holder of record of the
        Warrant Shares subject to such exercise, notwithstanding that the stock
        transfer books of the Company shall then be closed or that certificates
        representing such Warrant Shares shall not then be actually delivered to
        the Holder. Notwithstanding anything herein to the contrary, in lieu of
        payment in cash of the applicable Exercise Price, the Holder may elect
        (i) to receive upon exercise of this Warrant, the number of Warrant
        Shares otherwise to be acquired reduced by a number of shares of Class C
        Common Stock having the aggregate Fair Market Value equal to the
        aggregate Exercise Price for the Warrant Shares otherwise to be
        acquired, (ii) to deliver as payment, in whole or in part of the
        aggregate Exercise Price, shares of Class C Common Stock having the
        aggregate Fair Market Value equal to the aggregate Exercise Price for
        the Warrant Shares in respect of which the Exercise Price is not being
        paid in cash or (iii) to deliver as payment, in whole or in part of the
        aggregate Exercise Price, such number of Warrants which, if exercised,
        would result in a number of shares of Class C Common Stock having an
        aggregate Fair Market Value equal to (x) the aggregate Exercise Price
        for the Warrant Shares in respect of which the Exercise Price is not
        being paid in cash plus (y) the Exercise Price of the Warrants so
        delivered.

               (2)    The Exercise Price may be paid in cash or by certified or
        official bank check or bank cashier's check payable to the order of the
        Company or by any combination of such cash or check. The Company shall
        pay any and all documentary, stamp or similar issue or transfer taxes
        payable in respect of the issue or delivery of the Warrant Shares.

               (3)    If the Holder exercises this Warrant in part, this Warrant
        shall be surrendered by the Holder to the Company and a new Warrant of
        the same tenor and for the unexercised number of Warrant Shares shall be
        executed by the Company. The Company shall register the new Warrant in
        the name of the Holder or in such name or names of its transferee
        pursuant to paragraph (f) hereof as may be directed in writing by the
        Holder and


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        deliver the new Warrant to the Person or Persons entitled to receive the
        same.

               (4)    Upon surrender of this Warrant in conformity with the
        foregoing provisions, the Company shall transfer to the Holder of this
        Warrant (or its transferee) appropriate evidence of ownership of shares
        of Class C Common Stock or other securities or property (including any
        money) to which the Holder is entitled, registered or otherwise placed
        in, or payable to the order of, the name or names of the Holder or such
        transferee as may be directed in writing by the Holder.

        (c)    RESTRICTIVE LEGENDS. Certificates representing shares of Class C
Common Stock issued pursuant to this Warrant shall bear legends substantially in
the form of the legends set forth on the first page of this Warrant to the
extent that and for so long as such legends are required pursuant to the
Investors' Agreement, the 2001 Subscription Agreement or applicable securities
laws.

        (d)    RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant such number of its authorized but unissued shares of Class C Common
Stock as will be sufficient to permit the exercise in full of this Warrant. All
such shares shall be duly authorized and, when issued upon such exercise, shall
be validly issued, fully paid and non-assessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights, except to the extent set forth in the
Investors' Agreement.

        (e)    FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the Current Market Price per share of Class C Common Stock (as defined in
paragraph (h)(6)) at the date of such exercise.

        The Company further agrees that it will not change the par value of the
Class C Common Stock from $0.001 per share to any higher par value which exceeds
the Exercise Price then in effect, and will reduce the par value of the Class C
Common Stock upon any event described in paragraph (h) that would, but for this
provision, reduce the Exercise Price below the par value of the Common Stock.

        (f)    EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.

               (1)    This Warrant and the Warrant Shares are subject to the
        provisions of the Investors' Agreement, including the applicable
        restrictions


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        on transfer. Each holder of this Warrant by holding the same, consents
        and agrees that the registered holder hereof may be treated by the
        Company and all other persons dealing with this Warrant as the absolute
        owner hereof for any purpose and as the person entitled to exercise the
        rights represented hereby.

               (2)    Subject to compliance with the transfer restrictions set
        forth in the Investors' Agreement and with applicable securities laws,
        upon surrender of this Warrant to the Company, together with the
        attached Warrant Assignment Form duly executed, the Company shall,
        without charge, execute and deliver a new Warrant in the name of the
        assignee or assignees named in such instrument of assignment and, if the
        Holder's entire interest is not being assigned, in the name of the
        Holder and this Warrant shall promptly be canceled.

        (g)    LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date.

        (h)    ANTI-DILUTION PROVISIONS. The Exercise Price of this Warrant and
the number of Class C Common Stock for which this Warrant may be exercised shall
be subject to adjustment from time to time upon the occurrence of certain events
as provided in this paragraph (h).

               (1)    In case the Company shall at any time after the date
        hereof (i) declare a dividend or make a distribution on Class C Common
        Stock payable in shares of Class C Common Stock, (ii) subdivide or split
        the outstanding shares of Class C Common Stock, (iii) combine or
        reclassify the outstanding shares of Class C Common Stock into a smaller
        number of shares, or (iv) issue any shares of its capital stock in a
        reclassification of shares of Class C Common Stock (including any such
        reclassification in connection with a consolidation or merger in which
        the Company is a party), the Exercise Price in effect at the time of the
        record date for such dividend or distribution or of the effective date
        of such subdivision, split, combination or reclassification shall be
        proportionately adjusted so that, giving effect to paragraph (h)(9), the
        exercise of this Warrant after such time shall entitle the holder to
        receive the aggregate number of shares of Class C Common Stock (or other
        securities into which such shares of Class C Common Stock have been
        reclassified pursuant to clause (iii) or (iv) above) which, if this
        Warrant had been exercised entirely with cash immediately prior to such
        time, such holder would have owned upon such exercise and been entitled
        to receive by virtue of such dividend, distribution, subdivision, split,
        combination or reclassification. Such adjustment shall be made
        successively whenever any event listed above shall occur.


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               (2)    In case the Company shall issue or sell any shares of
        Class C Common Stock (other than shares of Class C Common Stock issued
        (I) upon exercise of the Warrants, (II) pursuant to any stock option,
        co-investment or other stock related employee compensation plan of the
        Company approved by the Company's Board of Directors, (III) upon
        exercise or conversion of any security the issuance of which caused an
        adjustment under paragraphs (h)(3) or (h)(4) hereof or (IV) in any bona
        fide registered public offering), the Exercise Price to be in effect
        after such issuance or sale shall be determined by multiplying the
        Exercise Price in effect immediately prior to such issuance or sale by a
        fraction, the numerator of which shall be the sum of (x) the number of
        shares of Class C Common Stock outstanding immediately prior to the time
        of such issuance or sale multiplied by the Current Market Price per
        share of Class C Common Stock immediately prior to such issuance or sale
        and (y) the aggregate consideration, if any, to be received by the
        Company upon such issuance or sale, and the denominator of which shall
        be the product of the aggregate number of shares of Class C Common Stock
        outstanding immediately after such issuance or sale and the Current
        Market Price Per share of Class C Common Stock immediately prior to such
        issuance or sale but in no event will such fraction exceed 1. In case
        any portion of the consideration to be received by the Company shall be
        in a form other than cash, the fair market value of such noncash
        consideration shall be utilized in the foregoing computation. Such fair
        market value shall be determined by the Board of Directors of the
        Company.

               (3)    In case the Company shall fix a record date for the
        issuance of rights, options or warrants to the holders of its Class C
        Common Stock or other securities entitling such holders to subscribe for
        or purchase for a period expiring within 60 days of such record date
        shares of Class C Common Stock (or securities convertible into Class C
        Common Stock) at a price per share of Class C Common Stock (or having a
        conversion price per share of Class C Common Stock, if a security
        convertible into Class C Common Stock) less than the Current Market
        Price per share of Class C Common Stock on such record date, the maximum
        number of shares of Class C Common Stock issuable upon exercise of such
        rights, options or warrants (or conversion of such convertible
        securities) shall be deemed to have been issued and outstanding as of
        such record date and the Exercise Price shall be adjusted pursuant to
        paragraph (h)(2) hereof, as though such maximum number of shares of
        Class C Common Stock had been so issued for the aggregate consideration
        payable by the holders of such rights, options, warrants or convertible
        securities prior to their receipt of such shares of Class C Common
        Stock. In case any portion of such consideration shall be in a form
        other than cash, the fair market value of such noncash consideration
        shall be determined as set forth in paragraph (h)(2) hereof. Such
        adjustment shall be made successively whenever such record date is
        fixed; and in the event that such rights, options or warrants are not so
        issued


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        or expire unexercised, or in the event of a change in the number of
        shares of Class C Common Stock to which the holders of such rights,
        options or warrants are entitled (other than pursuant to adjustment
        provisions therein which are no more favorable in their entirety than
        those contained in this paragraph (h)), the Exercise Price shall again
        be adjusted to be the Exercise Price which would then be in effect if
        such record date had not been fixed, in the former event, or the
        Exercise Price which would then be in effect if such holder had
        initially been entitled to such changed number of shares of Class C
        Common Stock, in the latter event.

               (4)    In case the Company shall sell or issue rights, options
        (other than options issued pursuant to a plan described in clause II of
        paragraph (h)(2)) or warrants entitling the holders thereof to subscribe
        for or purchase shares of Class C Common Stock (or securities
        convertible into shares of Class C Common Stock) or shall issue
        convertible securities and the price per share of Class C Common Stock
        of such rights, options, warrants or convertible securities (including,
        in the case of rights, options, warrants or convertible securities, the
        price at which they may be exercised or converted) is less than the
        Current Market Price per share of Class C Common Stock, the maximum
        number of shares of Class C Common Stock issuable upon exercise of such
        rights, options or warrants or upon conversion of such convertible
        securities shall be deemed to have been issued and outstanding as of the
        date of such sale or issuance, and the Exercise Price shall be adjusted
        pursuant to paragraph (h)(2) hereof as though such maximum number of
        shares of Class C Common Stock had been so issued for an aggregate
        consideration equal to the aggregate consideration paid for such rights,
        options, warrants or convertible securities and the aggregate
        consideration payable by the holders of such rights, options, warrants
        or convertible securities prior to their receipt of such shares of Class
        C Common Stock. In case any portion of such consideration shall be in a
        form other than cash, the fair market value of such noncash
        consideration shall be determined as set forth in paragraph (h)(2)
        hereof. Such adjustment shall be made successively whenever such rights,
        options, warrants or convertible securities are issued; and in the event
        that such rights, options or warrants expire unexercised, or in the
        event of a change in the number of shares of Class C Common Stock to
        which the holders of such rights, options, warrants or convertible
        securities are entitled (other than pursuant to adjustment provisions
        therein which are no more favorable in their entirety than those
        contained in this paragraph (h)), the Exercise Price shall again be
        adjusted to be the Exercise Price which would then be in effect if such
        rights, options, warrants or convertible securities had not been issued,
        in the former event, or the Exercise Price which would then be in effect
        if such holders had initially been entitled to such changed number of
        shares of Class C Common Stock, in the latter event. No adjustment of
        the Exercise Price shall be made pursuant to this paragraph (h)(4) to
        the extent that the Exercise Price shall have been adjusted pursuant to
        paragraph (h)(3)


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        upon the setting of any record date relating to such rights, options,
        warrants or convertible securities and such adjustment fully reflects
        the number of shares of Class C Common Stock to which the holders of
        such rights, options, warrants or convertible securities are entitled
        and the price payable therefor.

               (5)    In case the Company shall fix a record date for the making
        of a distribution to holders of shares of Class C Common Stock
        (including any such distribution made in connection with a consolidation
        or merger in which the Company is a party) of evidences of indebtedness,
        cash, assets or other property (other than dividends payable in shares
        of Class C Common Stock or rights, options or warrants referred to in,
        and for which an adjustment is made pursuant to, paragraphs (h)(1),
        (h)(3) or (h)(4) hereof), the Exercise Price to be in effect after such
        record date shall be determined by multiplying the Exercise Price in
        effect immediately prior to such record date by a fraction, the
        numerator of which shall be the Current Market Price per share of Class
        C Common Stock on such record date, less the fair market value
        (determined as set forth in paragraph (h)(2) hereof) of the portion of
        the assets, cash, other property or evidence of indebtedness so to be
        distributed which is applicable to one share of Class C Common Stock,
        and the denominator of which shall be such Current Market Price per
        share of Class C Common Stock. Such adjustments shall be made
        successively whenever such a record date is fixed; and in the event that
        such distribution is not so made, the Exercise Price shall again be
        adjusted to be the Exercise Price which would then be in effect if such
        record date had not been fixed.

               (6)    For the purpose of any computation under paragraph (e) or
        paragraph (h)(2), (3), (4) or (5) hereof, on any determination date, the
        Current Market Price per share of Class C Common Stock shall be deemed
        to be the average (weighted by daily trading volume) of the Daily Prices
        (as defined below) per share of Class C Common Stock for the 20
        consecutive trading days ending three days prior to such date. "DAILY
        PRICE" means (1) if the shares of Class C Common Stock then are listed
        and traded on the New York Stock Exchange, Inc. ("NYSE"), the closing
        price on such day as reported on the NYSE Composite Transactions Tape;
        (2) if the shares of Class C Common Stock then are not listed and traded
        on the NYSE, the closing price on such day as reported by the principal
        national securities exchange on which the shares are listed and traded;
        (3) if the shares of Class C Common Stock then are not listed and traded
        on any such securities exchange, the last reported sale price on such
        day on the National Market of the National Association of Securities
        Dealers, Inc. Automated Quotation System ("NASDAQ"); (4) if the shares
        of Class C Common Stock then are not listed and traded on any such
        securities exchange and not traded on the NASDAQ National Market, the
        average of the highest reported bid and lowest reported asked price on
        such day as reported by NASDAQ; or (5) if such shares are not listed and
        traded on any such securities exchange, not


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        traded on the NASDAQ National Market and bid and asked prices are not
        reported by NASDAQ, then the average of the closing bid and asked
        prices, as reported by The Wall Street Journal for the over-the-counter
        market. If on any determination date the shares of Class C Common Stock
        are not quoted by any such organization, the Current Market Price per
        shares of Class C Common Stock shall be the fair market value of such
        shares on such determination date as determined by the Board of
        Directors, without regard to considerations of the lack of liquidity,
        applicable regulatory restrictions or any of the transfer restrictions
        or other obligations imposed on such shares set forth in the Investors'
        Agreement. For purposes of any computation under this paragraph (h), the
        number of shares of Class C Common Stock outstanding at any given time
        shall not include shares owned or held by or for the account of the
        Company.

               (7)    No adjustment in the Exercise Price shall be required
        unless such adjustment would require an increase or decrease of at least
        one percent in such price; provided that any adjustments which by reason
        of this paragraph (h)(7) are not required to be made shall be carried
        forward and taken into account in any subsequent adjustment. All
        calculations under this paragraph (h) shall be made to the nearest one
        hundredth of a cent or to the nearest hundredth of a share, as the case
        may be.

               (8)    In the event that, at any time as a result of the
        provisions of this Warrant, the holder of this Warrant upon subsequent
        exercise shall become entitled to receive any shares of capital stock or
        other securities of the Company other than shares of Class C Common
        Stock, the number of such other shares so receivable upon exercise of
        this Warrant shall thereafter be subject to adjustment from time to time
        in a manner and on terms as nearly equivalent as practicable to the
        provisions contained herein.

               (9)    Upon each adjustment of the Exercise Price as a result of
        the calculations made in paragraphs (h)(1), (2), (3), (4) or (5) hereof,
        the number of shares of Class C Common Stock for which this Warrant is
        exercisable immediately prior to the making of such adjustment shall
        thereafter evidence the right to purchase, at the adjusted Exercise
        Price, that number of shares of Class C Common Stock obtained by (i)
        multiplying the number of shares covered by this Warrant immediately
        prior to this adjustment of the number of shares by the Exercise Price
        in effect immediately prior to such adjustment of the Exercise Price and
        (ii) dividing the product so obtained by the Exercise Price in effect
        immediately after such adjustment of the Exercise Price.

               (10)   The Company shall notify all Holders of (x) the fixing of
        a record date for the purpose of payment of a cash dividend to holders
        of shares of Class C Common Stock, and (y) the record date or effective
        date, as the case may be, of any action which requires or might require
        an adjustment or readjustment pursuant to this paragraph (h), in each
        case as


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        soon as reasonably practicable, but in no event less than 20 days prior
        to any such record date or effective date.

               (11)   Not less than 10 nor more than 30 days prior to the record
        date or effective date, as the case may be, of any action which requires
        or might require an adjustment or readjustment pursuant to this
        paragraph (h), the Company shall forthwith file in the custody of its
        Secretary or an Assistant Secretary at its principal executive office
        and with its stock transfer agent or its warrant agent, if any, an
        officers' certificate showing the adjusted Exercise Price determined as
        herein provided, setting forth in reasonable detail the facts requiring
        such adjustment and the manner of computing such adjustment. Each such
        officers' certificate shall be signed by the chairman, president or
        chief financial officer of the Company and by the secretary or any
        assistant secretary of the Company. Each such officers' certificate
        shall be made available at all reasonable times for inspection by the
        Holder or any holder of a Warrant executed and delivered pursuant to
        paragraph (f) and the Company shall, forthwith after each such
        adjustment, mail a copy, by first-class mail, of such certificate to the
        Holder.

               (12)   The Holder shall, at its option, be entitled to receive,
        in lieu of the adjustment pursuant to paragraph (h)(5) otherwise
        required thereof, on the date of exercise of the Warrants, the evidences
        of indebtedness, other securities, cash, property or other assets which
        such Holder would have been entitled to receive if it had exercised its
        Warrants for shares of Class C Common Stock immediately prior to the
        record date with respect to such distribution. The Holder may exercise
        its option under this paragraph (h)(12) by delivering to the Company a
        written notice of such exercise within seven Business Days of its
        receipt of the certificate of adjustment required pursuant to paragraph
        (h)(11) to be delivered by the Company in connection with such
        distribution.

               (i)    CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
        consolidation of the Company with, or merger of the Company into, any
        other Person, any merger of another Person into the Company (other than
        a merger which does not result in any reclassification, conversion,
        exchange or cancellation of outstanding shares of Class C Common Stock)
        or any sale or transfer of all or substantially all of the assets of the
        Company or of the Person formed by such consolidation or resulting from
        such merger or which acquires such assets, as the case may be, the
        Holder shall have the right thereafter to exercise this Warrant for the
        kind and amount of securities, cash and other property receivable upon
        such consolidation, merger, sale or transfer by a holder of the number
        of shares of Class C Common Stock for which this Warrant may have been
        exercised immediately prior to such consolidation, merger, sale or
        transfer, assuming (i) such holder of shares of Class C Common Stock is
        not a Person with which the Company consolidated or into which the
        Company merged or


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        which merged into the Company or to which such sale or transfer was
        made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a
        constituent Person and (ii) in the case of a consolidation, merger, sale
        or transfer which includes an election as to the consideration to be
        received by the holders, such holder of shares of Class C Common Stock
        failed to exercise its rights of election, as to the kind or amount of
        securities, cash and other property receivable upon such consolidation,
        merger, sale or transfer (provided that if the kind or amount of
        securities, cash and other property receivable upon such consolidation,
        merger, sale or transfer is not the same for each share of Class C
        Common Stock held immediately prior to such consolidation, merger, sale
        or transfer by a Person other than a constituent Person or an Affiliate
        thereof and in respect of which such rights of election shall not have
        been exercised ("NON-ELECTING SHARE"), then for the purpose of this
        paragraph (i) the kind and amount of securities, cash and other property
        receivable upon such consolidation, merger, sale or transfer for each
        non-electing share shall be deemed to be the kind and amount so
        receivable per share by a plurality of the non-electing shares).
        Adjustments for events subsequent to the effective date of such a
        consolidation, merger and sale of assets shall be as nearly equivalent
        as may be practicable to the adjustments provided for in this Warrant.
        In any such event, effective provisions shall be made in the certificate
        or articles of incorporation of the resulting or surviving corporation,
        in any contract of sale, conveyance, lease or transfer, or otherwise so
        that the provisions set forth herein for the protection of the rights of
        the Holder shall thereafter continue to be applicable; and any such
        resulting or surviving corporation shall expressly assume the obligation
        to deliver, upon exercise, such shares of stock, other securities, cash
        and property. The provisions of this paragraph (i) shall similarly apply
        to successive consolidations, mergers, sales, leases or transfers.

               (j)    NOTICES. Any notice, demand or delivery authorized by this
        Warrant shall be in writing and shall be given to the Holder or the
        Company as the case may be, at its address (or telecopier number) set
        forth below, or such other address (or telecopier number) as shall have
        been furnished to the party giving or making such notice, demand or
        delivery:

        If to the Company:  Condor Systems, Inc.
                            2133 Samaritan Drive
                            San Jose, California 95124
                            Attention: Chief Financial Officer
                            Fax: (408) 377-4421

        If to the Holder:   To the address of such holder set forth on the
                            signature page hereof.

        Each such notice, demand or delivery shall be effective (i) if given by
Telecopy, when such telecopy is transmitted to the telecopy number specified


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herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.

               (k)    RIGHTS OF THE HOLDER. Prior to the exercise of any
        Warrant, the Holder shall not, by virtue hereof, be entitled to any
        rights of a shareholder of the Company, including, without limitation,
        the right to vote, to receive dividends or other distributions or to
        receive any notice of meetings of shareholders or any notice of any
        proceedings of the Company except as may be specifically provided for
        herein.

               (l)    REGISTRATION RIGHTS. The Holder of this Warrant is
        entitled to the registration rights, if any, which may be available to
        such Holder of Warrants and Warrant Shares under the Investors'
        Agreement.

               (m)    GOVERNING LAW. THIS WARRANT AND ALL RIGHTS ARISING
        HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS
        OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES
        OF SUCH STATE.

               (n)    AMENDMENTS; WAIVERS. Any provision of this Warrant may be
        amended or waived if, and only if, such amendment or waiver is in
        writing and signed, in the case of an amendment, by the Holder and the
        Company, or in the case of a waiver, by the party against whom the
        waiver is to be effective. No failure or delay by either party in
        exercising any right, power or privilege hereunder shall operate as a
        waiver thereof nor shall any single or partial exercise thereof preclude
        any other or further exercise thereof or the exercise of any other
        right, power or privilege. The rights and remedies herein provided shall
        be cumulative and not exclusive of any rights or remedies provided by
        law.




                                       12
<PAGE>   13

        IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed by its duly authorized officer and to be dated as of the day and year
first written above.


                                        CONDOR SYSTEMS, INC.


                                        By: _______________________
                                            Name:
                                            Title:


Acknowledged and Agreed:


DLJ MERCHANT BANKING PARTNERS II, L.P.,
     a Delaware Limited Partnership

By:  DLJ Merchant Banking II, Inc.,
      as managing general partner

By:  _______________________________
     Name:
     Title:
     Address: c/o DLJ Merchant Banking II, Inc.
     277 Park Avenue
     New York, NY 10172
     Fax: 212-892-7272





                                       13
<PAGE>   14


                            WARRANT SUBSCRIPTION FORM


To:  Condor Systems, Inc.

        The undersigned irrevocably exercises the Warrant for the purchase of
___________ shares of Class C Common Stock (the "SHARES"), par value $0.001 per
share, of Condor Systems, Inc. (the "COMPANY") at $_____ per Share (the Exercise
Price currently in effect pursuant to the Warrant) and herewith makes payment of
$___________ (such payment being made in cash or by certified or official bank
or bank cashier's check payable to the order of the Company or by any permitted
combination of such cash or check), all on the terms and conditions specified in
the within Warrant, surrenders this Warrant and all right, title and interest
therein to the Company and directs that the Shares deliverable upon the exercise
of this Warrant be registered or placed in the name and at the address specified
below and delivered thereto.

                                      -OR-

        The undersigned irrevocably exercises the Warrant for the purchase of
___________ shares of Class C Common Stock (the "SHARES"), par value $0.001 per
share, of Condor Systems, Inc. (the "COMPANY") at $_____ per Share (the Exercise
Price currently in effect pursuant to the Warrant) (provided that in lieu of
payment of $_________, the undersigned will receive a number of Shares reduced
by a number of shares of Class C Common Stock having an aggregate Fair Market
Value (as defined in the Warrant) equal to the aggregate Exercise Price for the
Shares), all on the terms and conditions specified in the within Warrant,
surrenders this Warrant and all right, title and interest therein to the Company
and directs that the Shares deliverable upon the exercise of this Warrant be
registered or placed in the name and at the address specified below and
delivered thereto.

                                      -OR-

        The undersigned irrevocably exercises the Warrant for the purchase of
__________ shares of Class C Common Stock (the "SHARES"), par value $0.001 per
share, of Condor Systems, Inc. (the "COMPANY") at $_______ per Share (the
Exercise Price currently in effect pursuant to the Warrant), and herewith makes
payment of $_____ of the aggregate Exercise Price for the Shares in cash,
certified or official bank or bank cashier's check (or a combination of cash and
check), and herewith delivers as payment of $____ of the aggregate Exercise
Price that number of shares of Class C Common Stock having an aggregate Fair
Market Value (as defined in the Warrant) equal to such non-cash portion of the
aggregate Exercise Price for the Shares, all on the terms and conditions
specified in the within Warrant, surrenders this Warrant and all right, title
and interest therein to the Company and directs that the Shares deliverable upon
the exercise


                                       14
<PAGE>   15

of this Warrant be registered or placed in the name and at the address specified
below and delivered thereto.

                                      -OR-

        The undersigned irrevocably exercises the Warrant for the purchase of
__________ shares of Class C Common Stock, par value $0.001 per share, of Condor
Systems, Inc. (the "COMPANY") at $____ per share (the Exercise Price currently
in effect pursuant to the Warrant), and herewith makes payment of $_____ of the
aggregate Exercise Price for the Shares in cash, certified or official bank or
bank cashier's check (or a combination of cash and check), and herewith delivers
as payment of $____ of the aggregate Exercise Price that number of Warrants
which, if exercised, would result in a number of shares of Class C Common Stock
having an aggregate Fair Market Value (as defined in the Warrant) equal to (x)
such non-cash portion of the aggregate Exercise Price for the Shares, plus (y)
the Exercise Price currently in effect of the Warrants delivered herewith, all
on the terms and conditions specified in the within Warrant, surrenders this
Warrant and all right, title and interest therein to the Company and directs
that the Shares deliverable upon the exercise of this Warrant be registered or
placed in the name and at the address specified below and delivered thereto.






                                       15
<PAGE>   16

        Date: __________ __, ____.



                                        ________________________________________
                                            (Signature of Owner)

                                        ________________________________________
                                            (Street Address)

                                        ________________________________________
                                            (City) (State) (Zip Code)






                                       16
<PAGE>   17


        Securities and/or check to be issued to:

        Please insert social security or identifying number:

        Name:

        Street Address:

        City, State and Zip Code:

        Any unexercised portion of the Warrant evidenced by the

        within Warrant to be issued to:


        Please insert social security or identifying number:

        Name:

        Street Address:

        City, State and Zip Code:




                                       17
<PAGE>   18

                             WARRANT ASSIGNMENT FORM


                                                               Dated____________

               FOR VALUE RECEIVED, _______________________________

               hereby sells, assigns and transfers unto,

               _______________________________________ (the "ASSIGNEE"),
               (please type or print in block letters)

               ______________________________________________________
               (insert address)

               its right to purchase up to _____ shares of Class C Common Stock
               represented by this Warrant and does hereby irrevocably
               constitute and appoint _______________________ Attorney, to
               transfer the same on the books of the Company, with full power of
               substitution in the premises.

                    Signature __________________________