<PAGE>



EXHIBIT 10.9.3


            STOCK PURCHASE WARRANT AND REGISTRATION RIGHTS AGREEMENT


         This STOCK PURCHASE WARRANT AND REGISTRATION RIGHTS AGREEMENT ("Warrant
Agreement") is issued this 29th day of May, 1998, by IMTEK OFFICE SOLUTIONS,
INC., a Delaware corporation (the "Company"), to SIRROM CAPITAL CORPORATION, a
Tennessee corporation (SIRROM CAPITAL CORPORATION and any subsequent assignee or
transferee hereof are hereinafter referred to collectively as "Holder" or
"Holders").


                                   AGREEMENT:

         1.       ISSUANCE OF WARRANT; TERM.

         (a)      For and in consideration of SIRROM CAPITAL CORPORATION making
a loan to the Company in an amount of Six Million and no/100ths Dollars
($6,000,000) pursuant to the terms of one or more secured promissory notes
(collectively the "Note") and related loan agreement of even date herewith (the
"Loan Agreement"), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby grants to
Holder the right to purchase 119,891 shares ("Base Amount") of the Company's
common stock (the "Common Stock"), which the Company represents to equal 1.5% of
the shares of capital stock outstanding on the date hereof, calculated on a
fully diluted basis and assuming exercise of this Warrant, provided that in the
event that any portion of the indebtedness evidenced by the Note is outstanding
on the following dates, the Base Amount shall be increased to the corresponding
number set forth below (the "Outstanding Debt Rachets"):

<TABLE>
<CAPTION>
                 DATE                                              BASE AMOUNT
----------------------------------------       ----------------------------------------------------
            <S>                                <C>
             May 29, 2001                             160,670 shares, which the Company
                                               represents to equal 2.0% of the shares of the
                                               Company's capital stock outstanding on the date
                                               hereof calculated on a fully diluted basis after
                                               exercise of this Warrant

             May 29, 2002                             201,868 shares, which the Company
                                               represents to equal 2.5% of the shares of the
                                               Company's capital stock outstanding on the date
                                               hereof calculated on a fully diluted basis after
                                               exercise of this Warrant

             May 29, 2003                             243,491 shares, which the
</TABLE>


                                       1

<PAGE>

<TABLE>
            <S>                                <C>
                                               Company represents to equal 3.0% of the shares of
                                               the Company's capital stock outstanding on the date
                                               hereof  calculated  on a fully  diluted basis after
                                               exercise of this Warrant
</TABLE>

and further provided that the initial Base Amount shall be increased to 569,885
shares, which the Company represents equals 6.75% of the shares of the Company's
capital stock outstanding on the date hereof calculated on a fully diluted basis
after exercise in the event the Company does not complete a bona fide
underwritten secondary public offering with net proceeds to the Company of at
least $15,000,000 by May 29, 1999. If the initial Base Amount is increased as
set forth above, the Outstanding Debt Rachets shall be adjusted to increase the
adjusted initial Base Amount by .5% for each year the Note remains outstanding
beyond May 29, 2001. By way of illustration, if the initial Base Amount adjusted
to 6.75% because the Company does not complete a bona fide underwritten
secondary public offering with net proceeds to the Company of at least
$15,000,000 by May 29, 1999, the Outstanding Debt Rachets for 2001, 2002, and
2003 shall be 7.25%, 7.75%, and 8.25%, respectively.

         (b)      The shares of Common Stock issuable upon exercise of this
Warrant are hereinafter referred to as the "Shares." This Warrant shall be
exercisable at any time and from time to time from the date hereof until July
31, 2003 (the "Expiration Date").

         2.       EXERCISE PRICE. The exercise price (the "Exercise Price") per
share for which all or any of the Shares may be purchased pursuant to the terms
of this Warrant Agreement shall be One Cent ($.01).

         3.       EXERCISE. The Warrants granted pursuant to this Warrant
Agreement may be exercised by the Holder hereof (but only on the conditions
hereinafter set forth) in whole or in part, upon delivery of written notice of
intent to exercise (the "Exercise Notice") to the Company in the manner and at
the address of the Company set forth in Section 14 hereof, together with this
Warrant and payment to the Company of the aggregate Exercise Price of the Shares
so purchased. The Exercise Notice shall set forth the number of Warrants to be
exercised and will contain a written acknowledgement that the Holder has read
and been afforded an opportunity to ask questions of the Company's management
regarding all financial and other information provided to Holder regarding the
Company. In addition to exercise of the Warrants, Holder shall permit the
Company to deliver to Holder all financial and other information regarding the
Company it believes necessary to enable Holder to make an informed investment
decision, and Holder shall make all customary investment representations
(including, without limitation, regarding securities compliance) which the
Company shall reasonably require. The Exercise Price shall be payable, at the
option of the Holder, (i) by certified or bank check, (ii) by the surrender of
the Note or portion thereof having an outstanding principal balance equal to the
aggregate Exercise Price or (iii) by the surrender of a portion of the Warrants
granted pursuant to this Warrant Agreement where the Shares subject to the
portion of the Warrants granted pursuant to this Warrant Agreement that are
surrendered have a fair market value equal to the aggregate Exercise Price. In
the absence of an established public market for the Common Stock, fair market
value shall be established by the Company's board of directors in a commercially
reasonable


                                       2

<PAGE>

manner. Upon exercise of the Warrants granted pursuant to this Warrant
Agreement as aforesaid, the Company shall as promptly as practicable, and in
any event within fifteen (15) days thereafter, execute and deliver to the
Holder under this Warrant Agreement a certificate or certificates for the
total number of whole Shares for which the Warrants granted pursuant to this
Warrant Agreement are being exercised in such names and denominations as are
requested by such Holder. If the Warrants granted pursuant to this Warrant
Agreement shall be exercised with respect to less than all of the Shares, the
Holder shall be entitled to receive a new Warrant Agreement covering the
number of Shares in respect of which this Warrant Agreement shall not have
been exercised, which new Warrant Agreement shall in all other respects be
identical to this Warrant Agreement. The Company covenants and agrees that it
will pay when due any and all state and federal issue taxes which may be
payable in respect of the issuance of this Warrant Agreement or the issuance
of any Shares upon exercise of the Warrants granted pursuant to this Warrant
Agreement.

         4. COVENANTS AND CONDITIONS. The above provisions are subject to the
following:

                  (a) Neither the Warrants granted pursuant to this Warrant
         Agreement nor the Shares have been registered under the Securities Act
         of 1933, as amended ("Securities Act"), or any state securities laws
         ("Blue Sky Laws"). The Warrants granted pursuant to this Warrant
         Agreement have been acquired for investment purposes and not with a
         view to distribution or resale and may not be sold or otherwise
         transferred without (i) an effective registration statement for such
         Warrants under the Securities Act and such applicable Blue Sky Laws, or
         (ii) an opinion of counsel, which opinion and counsel shall be
         reasonably satisfactory to the Company and its counsel, that
         registration is not required under the Securities Act or under any
         applicable Blue Sky Laws (the Company hereby acknowledges that
         Chambliss, Bahner & Stophel, P.C. is acceptable counsel). Transfer of
         the Shares shall be restricted in the same manner and to the same
         extent as the Warrant and the certificates representing such Shares
         shall bear substantially the following legend:

                  THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW
                  AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT
                  UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL
                  HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE
                  OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION
                  UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE
                  SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
                  PROPOSED TRANSFER.

         The Holder hereof and the Company agree to execute such other documents
         and instruments as counsel for the Company reasonably deems necessary
         to effect the compliance of the issuance of the Warrants granted
         pursuant to this Warrant Agreement and any shares of Common Stock
         issued upon exercise hereof with applicable federal and state
         securities laws. Sirrom Capital Corporation hereby represents to the



                                       3
<PAGE>

         Company that it is an "accredited investor" as defined in Regulation D
         promulgated under the Act.

                  (b) The Company covenants and agrees that all Shares which may
         be issued upon exercise of the Warrants granted pursuant to this
         Warrant Agreement will, upon issuance and payment therefor, be legally
         and validly issued and outstanding, fully paid and nonassessable, free
         from all taxes, liens, charges and preemptive rights, if any, with
         respect thereto or to the issuance thereof. The Company shall at all
         times reserve and keep available for issuance upon the exercise of the
         Warrants granted pursuant to this Warrant Agreement such number of
         authorized but unissued shares of Common Stock as will be sufficient to
         permit the exercise in full of the Warrants granted pursuant to this
         Warrant Agreement.

                  (c) The Company covenants and agrees that it shall not sell
         any shares of the Company's capital stock at a price per share below
         the fair market value of such shares, without the prior written consent
         of the Holder hereof (which consent shall not be unreasonably
         withheld). In the event that the Company sells shares of Common Stock
         at a price per share below the fair market value of such shares (a
         "Below Market Transaction"), without the prior written consent of the
         Holder hereof, the Company covenants and agrees that the number of
         shares issuable upon exercise of the Warrants granted pursuant to this
         Warrant Agreement shall be equal to the product obtained by multiplying
         the number of shares issuable pursuant to this Warrant Agreement prior
         to the Below Market Transaction by a fraction, the numerator of which
         shall be the number of shares of Common Stock outstanding immediately
         prior to consummation of the Below Market Transaction plus the number
         of shares of Common Stock issued in the Below Market Transaction, and
         the denominator of which shall be the number of shares of Common Stock
         outstanding immediately prior to the Below Market Transaction plus the
         number of shares of Common Stock that the aggregate consideration
         received by the Company in the Below Market Transaction would purchase
         at fair market value. For purposes of this subsection, Common Stock
         shall be deemed to include that number of shares of Common Stock that
         would be obtained assuming (i) the conversion of any securities of the
         Company which, by their terms, are convertible into or exchangeable for
         Common Stock, and (ii) the exercise of all options to purchase or
         rights to subscribe for Common Stock or securities which, by their
         terms, are convertible into or exchangeable for Common Stock. In the
         absence of an established public market for the securities sold by the
         Company in a Below Market Transaction, fair market value shall be
         established by the Company's board of directors in a commercially
         reasonable manner.

         5.       TRANSFER OF WARRANTS. Subject to the provisions of Section 4
hereof, the Warrants granted pursuant to this Warrant Agreement may be
transferred, in whole or in part, to any person or business entity, by
presentation of this Warrant Agreement to the Company with written instructions
for such transfer. Prior to transferring any Warrant to any person, Holder shall
cause the prospective transferee to be bound by this Warrant Agreement and to
execute and deliver a counterpart of this Warrant Agreement to the Company,
pursuant to which such transferee will, with respect to the Warrants acquired by
such transferee, be bound by the



                                       4
<PAGE>

obligations of the transferor under this Warrant Agreement. Upon such
presentation for transfer, the Company shall promptly execute and deliver a new
Warrant or Warrants in the form hereof in the name of the assignee or assignees
and in the denominations specified in such instructions. The Company shall pay
all expenses incurred by it in connection with the preparation, issuance and
delivery of Warrants under this Section.

         6.       WARRANT HOLDER NOT SHAREHOLDER; RIGHTS OFFERING; PREEMPTIVE
RIGHTS. Except as otherwise provided herein, this Warrant Agreement does not
confer upon the Holder, as such, any right whatsoever as a shareholder of the
Company. Notwithstanding the foregoing, if the Company should offer to all of
the Company's shareholders the right to purchase any securities of the Company,
then all shares of Common Stock that are subject to this Warrant Agreement shall
be deemed to be outstanding and owned by the Holder and the Holder shall be
entitled to participate in such rights offering. The Company shall not grant any
preemptive rights with respect to any of its capital stock without the prior
written consent of the Holder.

         7.       OBSERVATION RIGHTS. The Holder of this Warrant Agreement shall
receive prior written notice of and be entitled to attend or may send a
representative to attend in person (or in the case of a telephonic meeting, join
in the conference call) all meetings of the Company's Board of Directors in a
non-voting observation capacity and shall receive a copy of all correspondence
and information delivered to the Company's Board of Directors, from the date
hereof until such time as the indebtedness evidenced by the Note has been paid
in full.

         8.       ADJUSTMENT UPON CHANGES IN STOCK.

                  (a)      If all or any portion of the Warrants granted
         pursuant to this Warrant Agreement shall be exercised subsequent to any
         stock split, stock dividend, recapitalization, combination of shares of
         the Company, or other similar event, occurring after the date hereof,
         then the Holder exercising any such Warrants shall receive, for the
         aggregate Exercise Price, the aggregate number and class of shares
         which such Holder would have received if the Warrants granted pursuant
         to this Warrant Agreement had been exercised immediately prior to such
         stock split, stock dividend, recapitalization, combination of shares,
         or other similar event. If any adjustment under this Section 8(a),
         would create a fractional share of Common Stock or a right to acquire a
         fractional share of Common Stock, such fractional share shall be
         disregarded and the number of shares subject to this Warrant Agreement
         shall be the next higher number of shares, rounding all fractions
         upward. Whenever there shall be an adjustment pursuant to this Section
         8(a), the Company shall forthwith notify the Holder or Holders of this
         Warrant Agreement of such adjustment, setting forth in reasonable
         detail the event requiring the adjustment and the method by which such
         adjustment was calculated.

                  (b)      If all or any portion of the Warrants granted
         pursuant to this Warrant Agreement shall be exercised subsequent to any
         merger, consolidation, exchange of shares, separation, reorganization
         or liquidation of the Company, or other similar event, occurring after
         the date hereof, as a result of which shares of Common Stock shall be
         changed into the same or a different number of shares of the same or



                                       5
<PAGE>

         another class or classes of securities of the Company or another
         entity, or the holders of Common Stock are entitled to receive cash or
         other property, then the Holder exercising such Warrants shall receive,
         for the aggregate Exercise Price, the aggregate number and class of
         shares, cash or other property which such Holder would have received if
         such Warrants had been exercised immediately prior to such merger,
         consolidation, exchange of shares, separation, reorganization or
         liquidation, or other similar event. If any adjustment under this
         Section 8(b) would create a fractional share of Common Stock or a right
         to acquire a fractional share of Common Stock, such fractional share
         shall be disregarded and the number of shares subject to this Warrant
         Agreement shall be the next higher number of shares, rounding all
         fractions upward. Whenever there shall be an adjustment pursuant to
         this Section 8(b), the Company shall forthwith notify the Holder or
         Holders of this Warrant Agreement of such adjustment, setting forth in
         reasonable detail the event requiring the adjustment and the method by
         which such adjustment was calculated.

         9.       PUT AGREEMENT.

                  (a) The Company hereby irrevocably grants and issues to Holder
         the right and option to sell to the Company (the "Put") the Warrants
         granted pursuant to this Warrant Agreement for a period of sixty (60)
         days immediately prior to the Expiration Date, at a purchase price (the
         "Put Price") equal to the Fair Market Value (as hereinafter defined) of
         the shares of Common Stock issuable to Holder upon exercise of such
         Warrants.

                  (b) Holder may exercise the Put by delivery of written notice
         (the "Put Notice") of such exercise to the Company in the manner and at
         the address of the Company set forth in Section 14 hereof. The Company
         shall pay to Holder, in cash or by wire transfer of immediately
         available funds, the Put Price within thirty (30) days of the receipt
         of the Put Notice.

                  (c) For purposes of this Section 9, the Fair Market Value of
         the shares of Common Stock of the Company issuable pursuant to this
         Warrant Agreement shall be determined as follows:

                               (i) The Company and the Holder shall each appoint
                  an independent, experienced appraiser who is a member of a
                  recognized professional association of business appraisers.
                  The two appraisers shall determine the value of the shares of
                  Common Stock which would be issued upon the exercise of the
                  Warrants granted pursuant to this Warrant Agreement, assuming
                  that the sale would be between a willing buyer and a willing
                  seller, both of whom have full knowledge of the financial and
                  other affairs of the Company, and neither of whom is under any
                  compulsion to sell or to buy.

                              (ii) If the higher of the two appraisals is not
                  ten percent (10%) greater than the lower of the appraisals,
                  the Fair Market Value shall be the average of the two
                  appraisals. If the higher of the two appraisals is equal to or
                  greater than ten percent (10%) more than the lower of the two
                  appraisals, then a



                                       6
<PAGE>

                  third appraiser shall be appointed by the two appraisers, and
                  if they cannot agree on a third appraiser, the American
                  Arbitration Association shall appoint the third appraiser. The
                  third appraiser, regardless of who appoints him or her, shall
                  have the same qualifications as the first two appraisers.

                             (iii) The Fair Market Value after the appointment
                  of the third appraiser shall be the mean of the three
                  appraisals.

                              (iv) The fees and expenses of the appraisers shall
                  be paid one-half by the Company and one-half by the Holder.

         10.      REGISTRATION.

                  (a) The Company and the Holders of the Shares agree that if at
         any time after the date hereof the Company shall propose to file a
         registration statement with respect to any of its Common Stock on a
         form suitable for a secondary offering (including its initial public
         offering), it will give notice in writing to such effect to the
         registered holder(s) of the Shares at least fifteen (15) days prior to
         such filing, and, at the written request of any such registered holder,
         made within ten (10) days after the receipt of such notice, will
         include therein at the Company's cost and expense (including the fees
         and expenses of counsel to such holder(s), but excluding underwriting
         discounts, commissions and filing fees attributable to the Shares
         included therein) such of the Shares as such holder(s) shall request;
         provided, however, that if the offering being registered by the Company
         is underwritten and if the representative of the underwriters advises
         the Company in writing (a copy of which is provided to the Holder
         requesting inclusion of the Shares therein) that, in its opinion, the
         inclusion therein of the Shares would materially and adversely affect
         the sale of the securities to be sold by the Company thereunder, then
         the Company shall be required to include in such registration only that
         number of securities which the underwriters determine in their sole
         discretion will not jeopardize the success of the offering selected in
         the following order of priority: (i) in the case of a primary
         registration on behalf of the Company (A) first, the securities that
         the Company intends to be including in such registration, and (B)
         second, Shares that Holder and all other parties requested to be
         included in such registration (pro rata according to the securities
         proposed to be included in the registration by such other parties or
         Holder); or (ii) in the case of a secondary registration for the
         account of any holders (including Holder) of the Company's security's,
         (A), first, the securities requested to be included therein by the
         holders initially requesting such registration and the Shares requested
         to be included in such registration by Holder (pro rata according to
         the securities proposed to be included in the registration by such
         other parties or Holder), and (B) second, securities hold by all other
         parties requested to be included in such registration (pro rata
         according to the securities proposed to be included in the registration
         by such other parties).

                  (b) Whenever the Company undertakes to effect the registration
         of any of the Shares, the Company shall, as expeditiously as reasonably
         possible:


                                       7
<PAGE>

                               (i) Prepare and file with the Securities and
                  Exchange Commission (the "Commission") a registration
                  statement covering such Shares and use its best efforts to
                  cause such registration statement to be declared effective by
                  the Commission as expeditiously as possible and to keep such
                  registration effective until the earlier of (A) the date when
                  all Shares covered by the registration statement have been
                  sold or (B) one hundred eighty (180) days from the effective
                  date of the registration statement; provided, that before
                  filing a registration statement or prospectus or any amendment
                  or supplements thereto, the Company will furnish to each
                  Holder of Shares covered by such registration statement and
                  the underwriters, if any, copies of all such documents
                  proposed to be filed (excluding exhibits, unless any such
                  person shall specifically request exhibits), which documents
                  will be subject to the review of such Holders and
                  underwriters, and the Company will not file such registration
                  statement or any amendment thereto or any prospectus or any
                  supplement thereto (including any documents incorporated by
                  reference therein) with the Commission if (A) the
                  underwriters, if any, shall reasonably object to such filing
                  or (B) if information in such registration statement or
                  prospectus concerning a particular selling Holder has changed
                  and such Holder or the underwriters, if any, shall reasonably
                  object.

                              (ii) Prepare and file with the Commission such
                  amendments and post-effective amendments to such registration
                  statement as may be necessary to keep such registration
                  statement effective during the period referred to in Section
                  10(b)(i) and to comply with the provisions of the Securities
                  Act with respect to the disposition of all securities covered
                  by such registration statement, and cause the prospectus to be
                  supplemented by any required prospectus supplement, and as so
                  supplemented to be filed with the Commission pursuant to Rule
                  424 under the Securities Act.

                             (iii) Furnish to the selling Holder(s) such numbers
                  of copies of such registration statement, each amendment
                  thereto, the prospectus included in such registration
                  statement (including each preliminary prospectus), each
                  supplement thereto and such other documents as they may
                  reasonably request in order to facilitate the disposition of
                  the Shares owned by them.

                              (iv) Use its reasonable efforts to register and
                  qualify under such other securities laws of such jurisdictions
                  as shall be reasonably requested by any selling Holder and do
                  any and all other acts and things which may be reasonably
                  necessary or advisable to enable such selling Holder to
                  consummate the disposition of the Shares owned by such Holder,
                  in such jurisdictions; provided, however, that the Company
                  shall not be required in connection therewith or as a
                  condition thereto to qualify to transact business, to subject
                  itself to taxation, or to file a general consent to service of
                  process in any such states or jurisdictions.


                                       8
<PAGE>

                               (v) Promptly notify each selling Holder of the
                  happening of any event as a result of which the prospectus
                  included in such registration statement contains an untrue
                  statement of a material fact or omits any fact necessary to
                  make the statements therein not misleading and, at the request
                  of any such Holder, the Company will prepare a supplement or
                  amendment to such prospectus so that, as thereafter delivered
                  to the purchasers of such Shares, such prospectus will not
                  contain an untrue statement of a material fact or omit to
                  state any fact necessary to make the statements therein not
                  misleading.

                              (vi) Provide a transfer agent and registrar for
                  all such Shares not later than the effective date of such
                  registration statement.

                             (vii) Enter into such customary agreements
                  (including underwriting agreements in customary form for a
                  primary offering) and take all such other actions as the
                  underwriters, if any, reasonably request in order to expedite
                  or facilitate the disposition of such Shares (including,
                  without limitation, effecting a stock split or a combination
                  of shares).

                            (viii) Make available for inspection by any selling
                  Holder or any underwriter participating in any disposition
                  pursuant to such registration statement and any attorney,
                  accountant or other agent retained by any such selling Holder
                  or underwriter, all financial and other records, pertinent
                  corporate documents and properties of the Company, and cause
                  the officers, directors, employees and independent accountants
                  of the Company to supply all information reasonably requested
                  by any such seller, underwriter, attorney, accountant or agent
                  in connection with such registration statement.

                              (ix) Promptly notify the selling Holder(s) and the
                  underwriters, if any, of the following events and (if
                  requested by any such person) confirm such notification in
                  writing: (A) the filing of the prospectus or any prospectus
                  supplement and the registration statement and any amendment or
                  post-effective amendment thereto and, with respect to the
                  registration statement or any post-effective amendment
                  thereto, the declaration of the effectiveness of such
                  documents, (B) any requests by the Commission for amendments
                  or supplements to the registration statement or the prospectus
                  or for additional information, (C) the issuance or threat of
                  issuance by the Commission of any stop order suspending the
                  effectiveness of the registration statement or the initiation
                  of any proceedings for that purpose and (D) the receipt by the
                  Company of any notification with respect to the suspension of
                  the qualification of the Shares for sale in any jurisdiction
                  or the initiation or threat of initiation of any proceeding
                  for such purposes.

                               (x) Use its reasonable efforts to prevent the
                  entry of any order suspending the effectiveness of the
                  registration statement and obtain at the earliest possible
                  moment the withdrawal of any such order, if entered.


                                       9
<PAGE>

                              (xi) Cooperate with the selling Holder(s) and the
                  underwriters, if any, to facilitate the timely preparation and
                  delivery of certificates representing the Shares to be sold
                  and not bearing any restrictive legends, and enable such
                  Shares to be in such lots and registered in such names as the
                  underwriters may request at least two (2) business days prior
                  to any delivery of the Shares to the underwriters.

                             (xii) Provide a CUSIP number for all the Shares not
                  later than the effective date of the registration statement.

                            (xiii) Prior to the effectiveness of the
                  registration statement and any post-effective amendment
                  thereto and at each closing of an underwritten offering, (A)
                  make such representations and warranties to the selling
                  Holder(s) and the underwriters, if any, with respect to the
                  Shares and the registration statement as are customarily made
                  by issuers in primary underwritten offerings; (B) use its
                  reasonable efforts to obtain "cold comfort" letters and
                  updates thereof from the Company's independent certified
                  public accountants addressed to the selling Holders and the
                  underwriters, if any, such letters to be in customary form and
                  covering matters of the type customarily covered in "cold
                  comfort" letters by underwriters in connection with primary
                  underwritten offerings; (C) deliver such documents and
                  certificates as may be reasonably requested (1) by the holders
                  of a majority of the Shares being sold, and (2) by the
                  underwriters, if any, to evidence compliance with clause (A)
                  above and with any customary conditions contained in the
                  underwriting agreement or other agreement entered into by the
                  Company; and (D) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and which opinions shall be
                  reasonably satisfactory to the underwriters, if any), covering
                  the matters customarily covered in opinions requested in
                  underwritten offerings and such other matters as may be
                  reasonably requested by the selling Holders and underwriters
                  or their counsel. Such counsel shall also state that no facts
                  have come to the attention of such counsel which cause them to
                  believe that such registration statement, the prospectus
                  contained therein, or any amendment or supplement thereto, as
                  of their respective effective or issue dates, contains any
                  untrue statement of any material fact or omits to state any
                  material fact necessary to make the statements therein not
                  misleading (except that no statement need be made with respect
                  to any financial statements, notes thereto or other financial
                  data or other expertized material contained therein). If for
                  any reason the Company's counsel is unable to give such
                  opinion, the Company shall so notify the Holders of the Shares
                  and shall use its best efforts to remove expeditiously all
                  impediments to the rendering of such opinion.

                             (xiv) Otherwise use its reasonable efforts to
                  comply with all applicable rules and regulations of the
                  Commission, and make generally available to its security
                  holders earnings statements satisfying the provisions of
                  Section 11(a) of the Securities Act,



                                       10
<PAGE>

                  no later than forty-five (45) days after the end of any
                  twelve-month period (or ninety (90) days, if such period is a
                  fiscal year) (A) commencing at the end of any fiscal quarter
                  in which the Shares are sold to underwriters in a firm or best
                  efforts underwritten offering, or (B) if not sold to
                  underwriters in such an offering, beginning with the first
                  month of the first fiscal quarter of the Company commencing
                  after the effective date of the registration statement, which
                  statements shall cover such twelve-month periods.

                  (c) After the date hereof, the Company shall not grant to any
         holder of securities of the Company any registration rights which have
         a priority greater than or equal to those granted to Holders pursuant
         to this Warrant without the prior written consent of the Holder(s).

                  (d) The Company's obligations under Section 10(a) above with
         respect to each Holder of Shares are expressly conditioned upon such
         Holder's (i) agreeing to sell its securities on the basis provided in
         any underwriting arrangements approved by the persons entitled to
         approve such arrangements; (ii) furnishing to the Company in writing
         such information concerning such Holder and the terms of such Holder's
         proposed offering as the Company shall reasonably request for inclusion
         in the registration statement and (iii) completing and executing all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements and this Warrant Agreement. If any
         registration statement including any of the Shares is filed, then the
         Company shall indemnify each Holder thereof (and each underwriter for
         such holder and each person, if any, who controls such underwriter
         within the meaning of the Securities Act) from any loss, claim, damage
         or liability arising out of, based upon or in any way relating to any
         untrue statement of a material fact contained in such registration
         statement or any omission to state therein a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading, except for any such statement or omission based on
         information furnished in writing by such holder of the Shares expressly
         for use in connection with such registration statement; and such Holder
         shall indemnify the Company (and each of its officers and directors who
         has signed such registration statement, each director, each person, if
         any, who controls the Company within the meaning of the Securities Act,
         each underwriter for the Company and each person, if any, who controls
         such underwriter within the meaning of the Securities Act) and each
         other such holder against any loss, claim, damage or liability arising
         from any such statement or omission which was made in reliance upon
         information furnished in writing to the Company by such holder of the
         Shares expressly for use in connection with such registration
         statement.

                  (e) For purposes of this Section 10, all of the Shares shall
         be deemed to be issued and outstanding.


                                       11
<PAGE>

         11.      CERTAIN NOTICES. In case at any time the Company shall propose
to:

                  (a) declare any cash dividend upon its Common Stock;

                  (b) declare any dividend upon its Common Stock payable in
         stock or make any special dividend or other distribution to the holders
         of its Common Stock;

                  (c) offer for subscription to the holders of any of its Common
         Stock any additional shares of stock in any class or other rights;

                  (d) reorganize, or reclassify the capital stock of the
         Company, or consolidate, merge or otherwise combine with, or sell of
         all or substantially all of its assets to, another corporation;

                  (e) voluntarily or involuntarily dissolve, liquidate or wind
         up of the affairs of the Company; or

                  (f) redeem or purchase any shares of its capital stock or
         securities convertible into its capital stock;

         then, in any one or more of said cases, the Company shall give to the
         Holder of the Warrant Agreement, by certified or registered mail, (i)
         at least twenty (20) days' prior written notice of the date on which
         the books of the Company shall close or a record shall be taken for
         such dividend, distribution or subscription rights or for determining
         rights to vote in respect of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up,
         and (ii) in the case of such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up, at
         least twenty (20) days' prior written notice of the date when the same
         shall take place. Any notice required by clause (i) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Common Stock shall be entitled
         thereto, and any notice required by clause (ii) shall specify the date
         on which the holders of Common Stock shall be entitled to exchange
         their Common Stock for securities or other property deliverable upon
         such reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, as the case may be.




                                       12
<PAGE>

         12.      RIGHTS OF CO-SALE.

                  (a) None of Edwin C. Hirsch, Michael L. Lowe, Robert J. Brown,
         Brad C. Thompson, Andrew J. Walter or Robert W. Hoover (the "Management
         Shareholders") shall enter into any transaction that would result in
         the sale by it of any Common Stock now or hereafter owned by him,
         unless prior to such sale such Management Shareholder shall give
         written notice (the "Co-Sale Notice") to Holder addressed and delivered
         as set forth in Section 14 hereof, of its intention to effect such sale
         in order that Holder may exercise its rights under this Section 12 as
         hereinafter described. Such notice shall set forth (i) the number of
         shares to be sold by such Management Shareholder, (ii) the principal
         terms of the sale, including the price at which the shares are intended
         to be sold, and (iii) an offer by such Management Shareholder to use
         his best efforts to cause to be included with the shares to be sold by
         it in the sale, on a share-by-share basis and on the same terms and
         conditions, the Shares issuable or issued to Holder pursuant this
         Warrant Agreement.

                  (b) If Holder has not accepted such offer in writing within a
         period of ten (10) days from the date of receipt of the Co-Sale Notice,
         then such Management Shareholder shall thereafter be free for a period
         of ninety (90) days to sell the number of shares specified in the
         Co-Sale Notice, at a price no greater than the price set forth in the
         Co-Sale Notice and on otherwise no more favorable terms to such
         Management Shareholder than as set forth in the Co-Sale Notice, without
         any further obligation to Holder in connection with such sale. In the
         event that such Management Shareholder fails to consummate such sale
         within such ninety-day period, the shares specified in Co-Sale Notice
         shall continue to be subject to this Section 12.

                  (c) If Holder accepts such offer in writing within ten-day
         period, then such acceptance shall be irrevocable unless such
         Management Shareholder shall be unable to cause to be included in his
         sale the number of Shares of stock held by Holder and set forth in the
         written acceptance. In that event, such Management Shareholder and
         Holder shall participate in the sale equally, with such Management
         Shareholder and Holder each selling half the total number of such
         shares to be sold in the sale.

         13.      ARTICLE AND SECTION HEADINGS. Numbered and titled article and
section headings are for convenience only and shall not be construed as
amplifying or limiting any of the provisions of this Warrant Agreement.

         14.      NOTICE. Any and all notices, elections or demands permitted or
required to be made under this Warrant Agreement shall be in writing, signed by
the party giving such notice, election or demand and shall be delivered
personally, telecopied, or sent by certified mail or overnight via nationally
recognized courier service (such as Federal Express), to the other party at the
address set forth below, or at such other address as may be supplied in writing
and of which receipt has been acknowledged in writing. The date of personal
delivery or telecopy or two (2) business days after the date of mailing (or the
next business day after delivery to such courier service), as



                                       13
<PAGE>

the case may be, shall be the date of such notice, election or demand. For the
purposes of this Warrant Agreement:

The Address of Lender is:                  Sirrom Capital Corporation
                                           Suite 200
                                           500 Church Street
                                           Nashville, TN 37219
                                           Attention: John Harrison
                                           Telecopy No.: 615/726-1208

with a copy (which shall                   Chambliss, Bahner & Stophel, P.C.
not constitute notice) to:                 1000 Tallan Building
                                           Two Union Square
                                           Chattanooga, TN 37402
                                           Attention: J. Patrick Murphy, Esq.
                                           Telecopy No.: 423/265-9574

The Address of Borrower is:                Imtek Office Solutions, Inc.
                                           2111 Van Deman Street
                                           Suite 100
                                           Baltimore, MD  21224
                                           Attention: Brad Thompson
                                           Telecopy No.: 410/633-5215

with a copy (which shall                   McGuire, Woods, Battle
not constitute notice) to:                   & Boothe, LLP
                                           The Blaustein Building
                                           1 North Charles Street
                                           Baltimore, MD  21201
                                           Attention: Patrick M. Shelley, Esq.
                                           Telecopy No.: 410/659-4599

         15.      SEVERABILITY. If any provisions(s) of this Warrant Agreement
or the application thereof to any person or circumstances shall be invalid or
unenforceable to any extent, the remainder of this Warrant Agreement and the
application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.

         16.      ENTIRE AGREEMENT. This Warrant Agreement between the Company
and Holder represents the entire agreement between the parties concerning the
subject matter hereof, and all oral discussions and prior agreement are merged
herein.

         17.      GOVERNING LAW AND AMENDMENTS. This Warrant Agreement shall be
construed and enforced under the laws of the State of Tennessee applicable to
contracts to be wholly performed in such State. No amendment or modification
hereof shall be effective except in a writing executed by each of the parties
hereto.

         18.      COUNTERPARTS. This Warrant Agreement may be executed in any
number of counterparts and be different parties to this Warrant Agreement in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
Warrant Agreement.


                                       14
<PAGE>

         19.      CONSENT TO JURISDICTION; EXCLUSIVE VENUE. The Company hereby
irrevocably consents to the jurisdiction of the United States District Court for
the Middle District of Tennessee and of all Tennessee state courts sitting in
Davidson County, Tennessee, for the purpose of any litigation to which Holder
may be a party and which concerns this Warrant Agreement. It is further agreed
that venue for any such action shall lie exclusively with courts sitting in
Davidson County, Tennessee, unless Holder agrees to the contrary in writing.

         20.      WAIVER OF TRIAL BY JURY. HOLDER AND THE COMPANY HEREBY
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY
ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR
OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS
WARRANT AGREEMENT.



                                       15
<PAGE>

         21.      EQUITY PARTICIPATION. This Warrant Agreement is issued in
connection with the Loan Agreement. It is intended that this Warrant Agreement
constitute an equity participation under and pursuant to T.C.A. 47-24-101, ET
SEQ. and that equity participation be permitted under said statutes and not
constitute interest on the Note. If under any circumstances whatsoever,
fulfillment of any obligation of this Warrant Agreement, the Loan Agreement, or
any other agreement or document executed in connection with the Loan Agreement,
shall violate the lawful limit of any applicable usury statute or any other
applicable law with regard to obligations of like character and amount, then the
obligation to be fulfilled shall be reduced to such lawful limit, such that in
no event shall there occur, under this Warrant Agreement, the Loan Agreement, or
any other document or instrument executed in connection with the Loan Agreement,
any violation of such lawful limit, but such obligation shall be fulfilled to
the lawful limit. If any sum is collected in excess of the lawful limit, such
excess shall be applied to reduce the principal amount of the Note.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

                                    COMPANY:

                                    IMTEK OFFICE SOLUTIONS, INC.,
                                    a Delaware corporation


                                    By:
                                       ------------------------------
                                    Title:
                                          ---------------------------

                                    HOLDER:

                                    SIRROM CAPITAL CORPORATION,
                                    a Tennessee corporation


                                    By:
                                       ------------------------------
                                    Title:
                                          ---------------------------


         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Warrant Agreement to be executed as of the date first above written for the
purpose of agreeing to the terms and conditions of Section 12 hereof.

                                    MANAGEMENT SHAREHOLDERS:


                                     /s/  Edwin C. Hirsch
                                    -----------------------------
                                          Edwin C. Hirsch

                                    /s/   Michael L. Lowe
                                    -----------------------------
                                          Michael L. Lowe

                                    /s/   Robert J. Brown
                                    -----------------------------
                                          Robert J. Brown


                                       16
<PAGE>


                                    /s/   Brad C. Thompson
                                    -----------------------------
                                          Brad C. Thompson

                                    /s/   Andrew J. Walter
                                    -----------------------------
                                          Andrew J. Walter

                                    /s/   Robert W. Hoover
                                    -----------------------------
                                          Robert W. Hoover




                                       17