<PAGE>

                                                                     EXHIBIT 4.3

                                                                  Execution Copy

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR
DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION.

WARRANT TO PURCHASE 40,000 SHARES OF COMMON STOCK

                                                                 August 28, 2002

THIS CERTIFIES THAT, for value received, GENERAL ELECTRIC CAPITAL CORPORATION
("Holder") is entitled to subscribe for and purchase Forty Thousand (40,000)
shares (the "Shares") of the fully paid and nonassessable Common Stock, par
value $.01 per share (the "Common Stock") of AMICUS THERAPEUTICS, INC., A
DELAWARE corporation (the "Company"), at the Warrant Price (as hereinafter
defined), subject to the provisions and upon the terms and conditions
hereinafter set forth.

1. Warrant Price. The Warrant Price shall initially be Seventy-Five Cents ($.75)
per Share, subject to adjustment as provided in Section 7 below.

2. Conditions to Exercise. The purchase right represented by this Warrant may be
exercised at any time, or from time to time, in whole or in part during the term
commencing on the date hereof and ending at 5:00 P.M. Pacific time on the tenth
anniversary of the date of this Warrant.

3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.

(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented
by this Warrant may be exercised by the Holder hereof, in whole or in part, by
the surrender of this Warrant (with a duly executed Notice of Exercise in the
form attached hereto) at the principal office of the Company (as set forth in
Section 18 below) and by payment to the Company, by check, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of Shares
then being purchased. In the event of any exercise of the rights represented by
this Warrant, certificates for the Shares of stock so purchased shall be in the
name of, and delivered to, the Holder hereof, or as such Holder may direct
(subject to the terms of transfer contained herein and upon payment by such
Holder hereof of any applicable transfer taxes). Such delivery shall be made
within 30 days after exercise of the Warrant and at the Company's expense and,
unless this Warrant has been fully exercised or expired, a new Warrant having
terms and conditions substantially identical to this Warrant and representing
the portion of the Shares, if any, with respect to which this Warrant shall not
have been exercised, shall also be issued to the Holder hereof within 30 days
after exercise of the Warrant.

<PAGE>

(b) Net Issue Exercise. Holder may also elect to receive Shares equal to the
value of this Warrant (or of any portion thereof remaining unexercised) by
surrender of this Warrant at the principal office of the Company together with
notice of such election, in which event the Company shall issue to Holder the
number of Shares computed using the following formula:

      X = Y (A-B)
          -------
             A

      Where:

      X = the number of Shares to be issued to Holder.

      Y = the number of Shares purchasable under this Warrant (at the date
          of such calculation).

      A = the Fair Market Value of one share of Common Stock (at the date
          of such calculation).

      B = Warrant Price (as adjusted to the date of such calculation).

(c) Fair Market Value. For purposes of this Section 3, Fair Market Value of one
share of the Company's Common Stock shall mean:

      (i) In the event of an exercise in connection with an initial public
      offering, the per share Fair Market Value for the Common Stock shall be
      the offering price at which the underwriters initially sell Common Stock
      to the public; or

      (ii) The average of the closing bid and asked prices of Common Stock
      quoted in the Over-The-Counter Market Summary, the last reported sale
      price quoted on the Nasdaq National Market System ("NMS") or on the
      principal stock exchange on which the Common Stock is listed, whichever
      is applicable, as published in the Western Edition of the Wall Street
      Journal for the ten (10) trading days prior to the date of determination
      of Fair Market Value; or

      (iii) In the event of an exercise in connection with a merger, acquisition
      or other consolidation in which the Company is not the surviving entity,
      the per share Fair Market Value shall be the value to be received per
      share of Common Stock by all holders of the Common Stock in such
      transaction as determined by the Board of Directors; or

      (iv) In any other instance, the per share Fair Market Value shall be as
      determined in good faith by the Company's Board of Directors.

      In the event of 3(c)(iii) or 3(c)(iv), above, the Company's Board of
      Directors shall prepare a certificate, to be signed by an authorized
      officer of the Company, setting forth in reasonable detail the basis for
      and method of determination of the per share Fair Market Value. The Board
      will also certify to the Holder that this per share Fair Market Value will
      be applicable to all holders of the Company's Common Stock. Such
      certification must be made to Holder at least thirty (30) business days
      prior to the proposed effective date of the merger, consolidation, sale,
      or other triggering event as defined in 3(c)(iii) or 3(c)(iv).

(d) Automatic Exercise. To the extent this Warrant is not previously exercised
and the Fair Market Value exceeds the Warrant Price at such time, it shall be
automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even
if not surrendered) immediately before its expiration, involuntary termination
or cancellation.

                                     - 2 -
<PAGE>

4. Representations and Warranties of Holder and the Company.

(a) Representations and Warranties by Holder. The Holder represents and warrants
to the Company with respect to this purchase as follows:

      (i) The Holder has substantial experience in evaluating and investing in
      private placement transactions of securities of companies similar to the
      Company so that the Holder is capable of evaluating the merits and risks
      of its investment in the Company and has the capacity to protect its
      interests.

      (ii) Except for transfers to a Holder's affiliates, the Holder is
      acquiring this Warrant and the Shares issuable upon exercise of the
      Warrant (collectively the "Securities") for investment for its own account
      and not with a view to, or for resale in connection with, any distribution
      thereof. The Holder understands that the Securities have not been
      registered under the Securities Act of 1933, as amended (the "Act") by
      reason of a specific exemption from the registration provisions of the Act
      which depends upon, among other things, the bona fide nature of the
      investment intent as expressed herein.

      (iii) The Holder acknowledges that the Securities must be held
      indefinitely unless subsequently registered under the Act or an exemption
      from such registration is available. The Holder is aware of the provisions
      of Rule 144 promulgated under the Act.

      (iv) The Holder is an "accredited investor" within the meaning of
      Regulation D promulgated under the Act.

      (v) The Holder has had an opportunity to discuss the Company's business,
      management and financial affairs with its management and an opportunity to
      review the Company's facilities. The Holder understands that such
      discussions, as well as the written information issued by the Company,
      were intended to describe the aspects of the Company's business and
      prospects which the Company believes to be material but were not
      necessarily a thorough or exhaustive description. The Holder is relying
      solely on its own investigation of the Company's business and prospects
      and not on any representation made by the Company other than as provided
      in Section 4(b) hereof.

(b) Company hereby represents and warrants to Holder that, except as set forth
in the schedule attached to this Warrant as Exhibit A (the "Disclosure
Schedule"), the statements in the following paragraphs of this Section 4(b) are
true and correct as of the date hereof.

            (i) Corporate Organization and Authority. Company (a) is a
corporation duly organized, validly existing, and in good standing in its
jurisdiction of incorporation, (b) has the corporate power and authority to own
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted; and (c) is qualified as a foreign corporation in all
jurisdictions where such qualification is required, except where failure to be
qualified would not have a material adverse effect on the Company.

            (ii) Corporate Power. Company has all requisite legal and corporate
power and authority to execute, issue and deliver the Warrant, to issue the
Common Stock issuable

                                     - 3 -
<PAGE>

upon exercise or conversion of the Warrant, and to carry out and perform its
obligations under the Warrant and any related agreements.

            (iii) Authorization; Enforceability. All corporate action on the
part of Company, its officers, directors and shareholders necessary for the
authorization, execution, delivery and performance of its obligations under this
Warrant and for the authorization, issuance and delivery of the Warrant and
Common Stock issuable upon exercise of the Warrant has been and this Warrant
constitutes the legally binding and valid obligation of Company enforceable in
accordance with its terms.

            (iv) Valid Issuance of Warrant and Common Stock. The Warrant has
been validly issued and is free of restrictions on transfer other than
restrictions on transfer set forth herein and under applicable state and federal
securities laws. The Common Stock issuable upon conversion of this Warrant, when
issued, sold and delivered in accordance with the terms of this Warrant for the
consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under this Warrant and under applicable state and
federal securities laws. Subject to applicable restrictions on transfer, the
issuance and delivery of the Warrant and the Common Stock issuable upon
conversion of the Warrant are not subject to any preemptive or other similar
rights or any liens or encumbrances except as specifically set forth in the
Company's Certificate of Incorporation or this Warrant. Provided that the Holder
continues to be an "accredited investor" within the meaning of Regulation D
promulgated under the Act, the offer, sale and issuance of the Warrant and
Common Stock, as contemplated by this Warrant, are exempt from the prospectus
and registration requirements of applicable United States federal and state
security laws, and neither Company nor any authorized agent acting on its behalf
has or will take any action hereafter that would cause the loss of such
exemption.

            (v) No Conflict with Other Instruments. The execution, delivery, and
performance of this Warrant will not result in any violation of, be in conflict
with, or constitute a default under, with or without the passage of time or the
giving of notice (a) any provision of Company's Certificate of Incorporation or
by-laws; (b) any provision of any judgment, decree, or order to which the
Company is a party or by which it is bound or an event which results in the
creation of any material lien, charge or encumbrance upon any material assets of
Company; (c) any contract, obligation, or commitment to which Company is a party
or by which it is bound; or (d) any statute, rule, or governmental regulation
applicable to Company.

            (vi) Capitalization. As of the date hereof, the authorized capital
stock of Company consists of 10,000,000 shares of Common Stock, $.01 par value,
of which 2,304,041 shares are issued and outstanding, and 3,333,334 shares of
Preferred Stock, $.01 par value, all of which have been designated Series A
Preferred Stock and are issued and outstanding. The outstanding shares have been
duly authorized and validly issued (including, without limitation, issued in
compliance with applicable federal and state securities laws), are fully paid
and nonassessable and have been issued in compliance with the registration and
prospectus delivery requirements of the Securities Act and the registration and
qualification requirements of all applicable state securities laws, or in
compliance with applicable exemptions therefrom. The Company has reserved 40,000
Shares of Common Stock for issuance upon exercise of this Warrant. Except as set
forth in Section 4(b) of the Disclosure Schedule, there are no outstanding

                                     - 4 -
<PAGE>

warrants, options, conversion privileges, preemptive rights or other rights or
agreements to purchase or otherwise acquire or issue any equity securities or
convertible securities of Company, nor has the issuance of any of the aforesaid
rights to acquire securities of Company been authorized.

            (vii) Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
Company is required in connection with the offer, sale or issuance of the
Warrant (and the Common Stock issuable upon the exercise of this Warrant), or
the consummation of any other transaction contemplated hereby, except for the
following: (a) the filing of a notice on Form D under the Act and (b) the
compliance with other applicable state securities laws, which compliance will
have occurred within the appropriate time periods therefore. Provided that the
Holder continues to be an "accredited investor" within the meaning of Regulation
D promulgated under the Act, the offer, sale and issuance of the Warrant and the
Shares of Common Stock in conformity with the terms of this Warrant are exempt
from the registration requirements of the Act and any applicable state laws.

5. LEGENDS.

(a) Each certificate representing the Securities shall be endorsed with the
following legend:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE
            REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION" LETTER FROM THE
            SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A
            TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
            EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY THE COMPANY) AN
            OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
            SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

            The Company need not enter into its stock records a transfer of
Securities unless the conditions specified in the foregoing legend are
satisfied. The Company may also instruct its transfer agent not to allow the
transfer of any of the Shares unless the conditions specified in the foregoing
legend are satisfied.

            (b) Removal of Legend and Transfer Restrictions. The legend relating
to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant
shall be removed and the Company shall issue a certificate without such legend
to the Holder of the Securities if (i) the Securities are registered under the
Act and a prospectus meeting the requirements of Section 10 of the Act is
available and such securities are sold pursuant to that registration statement,
or (ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive
opinion of the staff of the SEC reasonably satisfactory to the Company, or other
evidence reasonably satisfactory to the Company, to the

                                     - 5 -
<PAGE>

effect that public sale, transfer or assignment of the Securities may be made
pursuant to Rule 144(k) under the Act or otherwise without registration and
without compliance with any restriction such as Rule 144 under the Act.

6. Condition of Transfer or Exercise of Warrant. It shall be a condition to any
transfer or exercise of this Warrant that at the time of such transfer or
exercise, the Holder shall provide the Company with a representation in writing
that the Holder or transferee, including any affiliate transferee of Holder, is
acquiring this Warrant and the Shares of Stock to be issued upon exercise for
investment purposes only and not with a view to any sale or distribution, or
will provide the Company with a statement of pertinent facts covering any
proposed distribution. As a further condition to any transfer of this Warrant or
any or all of the Shares of Stock issuable upon exercise of this Warrant, other
than a transfer registered under the Act, the Company may request a legal
opinion, in form and substance satisfactory to the Company and its counsel,
reciting the pertinent circumstances surrounding the proposed transfer and
stating that such transfer is exempt from the registration and prospectus
delivery requirements of the Act. The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder. Each
certificate evidencing the Shares issued upon exercise of the Warrant or upon
any transfer of the Shares (other than a transfer registered under the Act or
any subsequent transfer of Shares so registered) shall, at the Company's option,
if the Shares are not freely saleable under Rule 144(k) under the Act, contain a
legend in form and substance satisfactory to the Company and its counsel,
restricting the transfer of the Shares to sales or other dispositions exempt
from the requirements of the Act and the transferee shall agree to be bound by
the provisions of this Section 6. As further condition to each transfer, at the
request of the Company, the Holder shall surrender this Warrant to the Company
and the transferee shall receive and accept a Warrant, of like tenor and date,
executed by the Company.

7. Adjustment for Certain Events. The number and kind of securities purchasable
upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:

      (a) Reclassification or Merger. In case of any reclassification or change
of securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), the Company, or
such successor or purchasing corporation, as the case may be, shall duly execute
and deliver to the Holder a new Warrant (in form and substance satisfactory to
the Holder of this Warrant), or the Company shall make appropriate provision
without the issuance of a new Warrant, so that the Holder shall have the right
to receive, at a total purchase price not to exceed that payable upon the
exercise of the unexercised portion of this Warrant, and in lieu of the Shares
of Common Stock theretofore issuable upon exercise of this Warrant, the kind and
amount of shares of stock, other securities, money and property receivable upon
such reclassification, change, merger or sale by a Holder of the number of
shares of stock then purchasable under this Warrant, or in the case of such a
merger or sale in which the consideration paid consists all or in part of assets
other than cash or securities of the successor or purchasing corporation or the
parent entity of that successor or

                                     - 6 -
<PAGE>

purchasing corporation, at the option of the Holder, the securities of the
successor or purchasing corporation having a value at the time of the
transaction equivalent to the value of the Common Stock purchasable upon
exercise of this Warrant at the time of the transaction. Any new Warrant shall
provide for adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 7. The provisions of this
subparagraph (a) shall similarly apply to successive reclassifications, changes,
mergers and transfers.

      (b) Subdivision or Combination of Shares. If the Company at any time while
this Warrant remains outstanding and unexpired shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately
decreased and the number of Shares issuable hereunder shall be proportionately
increased in the case of a subdivision and the Warrant Price shall be
proportionately increased and the number of Shares issuable hereunder shall be
proportionately decreased in the case of a combination.

      (c) Stock Dividends and Other Distributions. If the Company at any time
while this Warrant is outstanding and unexpired shall (i) pay a dividend with
respect to Common Stock payable in Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of shareholders entitled to
receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by a
fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 7(a) and 7(b)), then, in each such case,
provision shall be made by the Company such that the Holder of this Warrant
shall receive upon exercise of this Warrant a proportionate share of any such,
dividend or distribution as though it were the Holder of the number of Shares
then issuable upon exercise of this Warrant as of the record date fixed for the
determination of the shareholders of the Company entitled to receive such
dividend or distribution.

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

8. Notice of Adjustments. Whenever any Warrant Price or the kind or number of
securities issuable under this Warrant shall be adjusted pursuant to Section 7
hereof, the Company shall prepare a certificate signed by an officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon
exercise of the Warrant after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by certified or registered mail, return
receipt required, postage prepaid) within thirty (30) days of such adjustment to
the Holder of this Warrant as set forth in Section 18 hereof.

                                     - 7 -
<PAGE>

9. Transferability of Warrant. This Warrant is transferable on the books of the
Company at its principal office by the registered Holder hereof upon surrender
of this Warrant properly endorsed, subject to compliance with Section 6 and
applicable federal and state securities laws. The Company shall issue and
deliver to the transferee a new Warrant representing the Warrant so transferred.
Upon any partial transfer, the Company will issue and deliver to the Holder a
new Warrant with respect to the Warrant not so transferred. Holder shall not
have any right to transfer any portion of this Warrant to any direct competitor
of the Company.

10. Registration Rights. The Company agrees to grant certain registration rights
to Holder pursuant to Amendment No. 1 to Investor Rights Agreement dated as of
the date hereof among the Company and the parties set forth therein (the
"Amendment Agreement") with respect to the Shares obtained by Holder upon
exercise of the Warrant.

11. No Fractional Shares. No fractional Share of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional Share the
Company shall make a cash payment therefor upon the basis of the Warrant Price
then in effect.

12. 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
Holder for any United States or State of the United States documentary stamp tax
or other incidental expense with respect to the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder.

13. No Shareholder Rights Until Exercise. This Warrant does not entitle the
Holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.

14. Registry of Warrant. The Company shall maintain a registry showing the name
and address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange or exercise, in accordance with its terms, at such
office or agency of the Company, and the Company and Holder shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.

15. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft, or
destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant, having terms and conditions substantially identical to this
Warrant, in lieu hereof.

16. Miscellaneous.

      (a) Issue Date. The provisions of this Warrant shall be construed and
      shall be given effect in all respect as if it had been issued and
      delivered by the Company on the date hereof.

      (b) Successors. This Warrant shall be binding upon any successors or
      assigns of the Company.

                                     - 8 -
<PAGE>

      (c) Governing Law. This Warrant shall be governed by and construed in
      accordance with the laws of the State of Connecticut.

      (d) Headings. The headings used in this Warrant are used for convenience
      only and are not to be considered in construing or interpreting this
      Warrant.

      (e) Saturdays, Sundays, Holidays. If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday or a Sunday or shall be a legal holiday in the
      State of Connecticut, then such action may be taken or such right may be
      exercised on the next succeeding day not a legal holiday.

      (f) Waiver of Jury Trial. Each of the parties hereto hereby waives to the
      fullest extent permitted by applicable law, any right it may have to a
      trial by jury in respect of any litigation directly or indirectly arising
      out of, under or in connection with this Warrant or the Shares.

      (g) Attorney's Fees. In the event of any dispute between the parties
      concerning the terms and provisions of this Warrant, the party prevailing
      in such dispute shall be entitled to collect from the other party all
      costs incurred in such dispute, including reasonable attorney's fees.

17. No Impairment. The Company will not, by amendment of its Certificate of
Incorporation or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder hereof against impairment.

18. Addresses. Any notice required or permitted hereunder shall be in writing
and shall be mailed by overnight courier, registered or certified mail, return
receipt required, and postage prepaid, or otherwise delivered by hand or by
messenger, addressed as set forth below, or at such other address as the Company
or the Holder hereof shall have furnished to the other party.

            If to the Company:       AMICUS THERAPEUTICS, INC.
                                     675 U.S. Highway One
                                     North Brunswick, NJ 08902
                                     Attn: Greg Weinhoff, M.D.

            If to the Holder:        GENERAL ELECTRIC CAPITAL CORPORATION
                                     401, Merritt 7, Suite 23
                                     Norwalk, CT 06851-1177
                                     Attn: Credit Manager

                                     - 9 -
<PAGE>

IN WITNESS WHEREOF, AMICUS THERAPEUTICS, INC. has caused this Warrant to be
executed by its officers thereunto duly authorized.

Dated as of August 28, 2002.

                                    By:  /s/ Gregory M. Weinhoff
                                        ----------------------------------------
                                    Name: Gregory M. Weinhoff

                                    Title: President and Chief Executive Officer
<PAGE>

NOTICE OF EXERCISE
TO:

1.    The undersigned Warrantholder ("Holder") elects to acquire Shares of
      Common Stock, par value $.01 per share (the "Common Stock")
      of________________________________, (the "Company"), pursuant to
      the terms of the Warrant dated_________________, 200_, (the "Warrant").

2.    The Holder exercises its rights under the Warrant as set forth below:

          ( )   The Holder elects to purchase____________Shares of Common Stock
                as provided in Section 3(a) of the Warrant and tenders

herewith a check in

            the   amount of $___________as payment of the purchase price.

          ( )   The Holder  elects to convert the  purchase  rights into Shares
                of Common Stock as provided in Section 3(b) of the Warrant.

3.    The Holder surrenders the Warrant with this Notice of Exercise.

The Holder represents that it is acquiring the aforesaid Shares of Common Stock
for investment and not with a view to or for resale in connection with
distribution and that the Holder has no intention of distributing or reselling
the Shares.

Please issue a certificate representing the Shares of the Common Stock in the
name of the Holder or in such other name as is specified below:

          Name:
          Address:

          Taxpayer I.D.:

                                                 ______________________________
                                                 (Holder)

                                                 By:___________________________
                                                 Title:________________________
                                                 Date:_________________________


<PAGE>

                                                                       Exhibit A

Section 4(b)

AGREEMENTS TO ACQUIRE COMMON STOCK

Total                                                     2,304,041

OPTION GRANTS

Total Option Awards                                         225,111

Preemptive Rights pursuant to the Investor Rights Agreement dated as of April
15, 2002, among the Company and the parties set forth therein.