Exhibit 4.4

                            FORM OF WARRANT AGREEMENT

                 ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

                                       and

          CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent


                         _______________________________


                                WARRANT AGREEMENT

                              Dated as of [ ], 2007


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                                WARRANT AGREEMENT
                                TABLE OF CONTENTS

                                                                           Page

SECTION 1.        Appointment of Warrant Agent............................ - 1 -
SECTION 2.        Warrant Certificates.................................... - 1 -
SECTION 3.        Execution of Warrant Certificates....................... - 1 -
SECTION 4.        Registration and Countersignature....................... - 1 -
SECTION 5.        Registration of Transfers and Exchanges;
                    Transfer Restrictions................................. - 2 -
SECTION 6.        Terms of Warrants....................................... - 3 -
      (a)   Exercise Price and Exercise Period............................ - 3 -
      (b)   Redemption of Warrants........................................ - 4 -
      (c)   Exercise Procedure............................................ - 4 -
      (d)   Registration Requirement...................................... - 5 -
      (e)   Expiry Upon Liquidation of Trust Account...................... - 5 -
SECTION 7.        Payment of Taxes........................................ - 6 -
SECTION 8.        Mutilated or Missing Warrant Certificates............... - 6 -
SECTION 9.        Reservation of Warrant Shares........................... - 6 -
SECTION 10.       Obtaining Stock Exchange Listings....................... - 6 -
SECTION 11.       Adjustment of Number of Warrant Shares.................. - 7 -
      (a)   Adjustment for Change in Capital Stock........................ - 7 -
      (b)   Adjustment for Rights Issue................................... - 7 -
      (c)   Adjustment for Other Distributions............................ - 8 -
      (d)   Adjustment for Common Stock Issue............................. - 9 -
      (e)   Adjustment for Convertible Securities Issue................... - 9 -
      (f)   Adjustment for Tender or Exchange Offer...................... - 10 -
      (g)   Consideration Received....................................... - 11 -
      (h)   Defined Terms; When De Minimis Adjustment May Be Deferred.... - 11 -
      (i)   When No Adjustment Required.................................. - 12 -
      (j)   Notice of Adjustment......................................... - 12 -
      (k)   Notice of Certain Transactions............................... - 12 -
      (l)   Reorganization of Company.................................... - 12 -
      (m)   Warrant Agent's Disclaimer................................... - 13 -
      (n)   When Issuance or Payment May Be Deferred..................... - 13 -
      (o)   Adjustment in Exercise Price................................. - 13 -
      (p)   Form of Warrants............................................. - 14 -
      (q)   Other Dilutive Events........................................ - 14 -
SECTION 12.  Fractional Interests........................................ - 14 -
SECTION 13.  Notices to Warrant Holders.................................. - 14 -
SECTION 14.  Merger, Consolidation or Change of Name of Warrant Agent.... - 15 -
SECTION 15.  Warrant Agent............................................... - 16 -
SECTION 16.  Change of Warrant Agent..................................... - 18 -
SECTION 17.  Notices to Company and Warrant Agent........................ - 18 -
SECTION 18.  Supplements and Amendments.................................. - 19 -
SECTION 19.  Successors.................................................. - 19 -
SECTION 20.  Termination................................................. - 19 -
SECTION 21.  Governing Law............................................... - 19 -
SECTION 22.  Benefits of This Agreement.................................. - 19 -
SECTION 23.  Counterparts................................................ - 19 -
SECTION 24.  Force Majeure............................................... - 20 -

Exhibit A         Form of Warrant Certificate
Exhibit B         Legend


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      WARRANT  AGREEMENT  dated  as  of [ ],  2007,  between  Alternative  Asset
Management  Acquisition  Corp.,  a Delaware  corporation  (the  "Company"),  and
Continental Stock Transfer & Trust Company,  a New York corporation,  as Warrant
Agent (the "Warrant Agent").

      WHEREAS,  the  Company  proposes  to issue (i)  4,625,000  warrants  to be
offered in a private  placement bearing the legend set forth in Exhibit B hereto
(the  "Sponsors'  Warrants"),  and (ii) up to 34,500,000  warrants to be offered
pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission (the "Public Warrants" and together with the Sponsors' Warrants,  the
"Warrants"),  which in each case entitle the holders  thereof to purchase shares
of common stock of the Company, $0.0001 par value per share ("Common Stock," and
the Common Stock issuable on exercise of the Warrants, the "Warrant Shares");

      WHEREAS,  the Company  desires  the Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing so to act, in  connection  with the
issuance,  transfer,  exchange  and  exercise of Warrants  and other  matters as
provided herein;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

      SECTION 1.  Appointment of Warrant Agent.  The Company hereby appoints the
Warrant  Agent  to  act  as  agent  for  the  Company  in  accordance  with  the
instructions  set forth  hereinafter  in this  Agreement,  and the Warrant Agent
hereby accepts such appointment.

      SECTION 2. Warrant Certificates.  The certificates evidencing the Warrants
(the "Warrant Certificates") to be delivered pursuant to this Agreement shall be
in  registered  form  only and shall be  substantially  in the form set forth in
Exhibit A attached hereto.

      SECTION 3. Execution of Warrant  Certificates.  Warrant Certificates shall
be  signed  on  behalf  of the  Company  by [its  Chairman  of the  Board or its
President or Chief Executive Officer or a Vice President and by its Secretary or
an Assistant  Secretary.] Each such signature upon the Warrant  Certificates may
be in the form of a facsimile  signature of the present or any future  [Chairman
of the Board, President,  Chief Executive Officer, Vice President,  Secretary or
Assistant Secretary] and may be imprinted or otherwise reproduced on the Warrant
Certificates  and for that  purpose the Company may adopt and use the  facsimile
signature of any person who shall have been  [Chairman of the Board,  President,
Chief  Executive  Officer,  Vice President,  Secretary or Assistant  Secretary,]
notwithstanding  the fact  that at the time the  Warrant  Certificates  shall be
countersigned  and  delivered or disposed of he or she shall have ceased to hold
such office.

      In case any  officer  of the  Company  who shall  have  signed  any of the
Warrant  Certificates  shall  cease  to  be  such  officer  before  the  Warrant
Certificates  so signed shall have been  countersigned  by the Warrant Agent, or
disposed  of by the  Company,  such  Warrant  Certificates  nevertheless  may be
countersigned  and delivered or disposed of as though such person had not ceased
to be such officer of the Company;  and any Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the  execution of
such Warrant Certificate,  shall be a proper officer of the Company to sign such
Warrant  Certificate,  although  at the date of the  execution  of this  Warrant
Agreement any such person was not such officer.

      Warrant  Certificates shall be dated the date of  countersignature  by the
Warrant Agent.

      SECTION 4. Registration and  Countersignature.  Warrant Certificates shall
be  countersigned  by the  Warrant  Agent and shall not be valid for any purpose
unless so countersigned.  The Warrant Agent shall, upon written  instructions of
the [Chairman of the Board,  the President or Chief  Executive  Officer,  a Vice
President,  the  Treasurer  or the  Chief  Financial  Officer]  of the  Company,
countersign, issue and deliver Warrants as provided in this Agreement.

      The  Company  and the  Warrant  Agent may deem and  treat  the  registered
holder(s)  of  the  Warrant   Certificates  as  the  absolute  owner(s)  thereof
(notwithstanding  any  notation of ownership  or other  writing  thereon


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made by anyone), for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.

      SECTION 5. Registration of Transfers and Exchanges; Transfer Restrictions.
The Warrant Agent shall from time to time,  subject to the  limitations  of this
Section 5, register the transfer of any outstanding  Warrant  Certificates  upon
the records to be maintained by it for that purpose, upon surrender thereof duly
endorsed or  accompanied  (if so  required  by the  Warrant  Agent) by a written
instrument or instruments of transfer in form satisfactory to the Warrant Agent,
duly  executed  by the  registered  holder  or  holders  thereof  or by the duly
appointed legal representative  thereof or by a duly authorized  attorney.  Upon
any such registration of transfer,  a new Warrant Certificate shall be issued to
the transferee(s) and the surrendered  Warrant Certificate shall be cancelled by
the Warrant Agent.  Cancelled Warrant  Certificates shall thereafter be disposed
of by the Warrant Agent in its customary manner.

      The Sponsors'  Warrants may not be sold or  transferred  prior to the date
that is 30 days after the date upon which the Company  completes an acquisition,
through a merger,  capital stock exchange,  asset  acquisition,  stock purchase,
reorganization or other similar business combination,  of one or more businesses
or assets  (its  "Initial  Business  Combination")  (such  date,  the  "Transfer
Restriction  Termination  Date") except to a Permitted  Transferee who agrees in
writing  with the Company (i) to be subject to such  transfer  restrictions  and
(ii) that such Sponsors' Warrants will be held in an escrow account  established
pursuant  to  the  Escrow  Agreement   referred  to  below  until  the  Transfer
Restriction  Termination Date. As used herein,  "Permitted Transferee" means (a)
immediate family members of the holder and trusts  established by the holder for
estate  planning  purposes or (b) affiliates of the holder.  Upon issuance,  the
Sponsors'  Warrants will be deposited  with  Continental  Stock Transfer & Trust
Company,  as escrow  agent (the  "Escrow  Agent")  pursuant  to the terms of the
Escrow  Agreement dated [_____],  2007 between the Company and the Escrow Agent,
(the "Escrow Agreement"),  where they will remain until the Transfer Restriction
Termination Date.

      The  holders of any  Sponsors'  Warrants  or Warrant  Shares  issued  upon
exercise of any Sponsors'  Warrants  further agree prior to any transfer of such
securities,  to give  written  notice to the  Company  expressing  its desire to
effect  such  transfer  and  describing  briefly  the  proposed  transfer.  Upon
receiving  such notice,  the Company shall present copies thereof to its counsel
and the holder agrees not to make any  disposition of all or any portion of such
securities unless and until:

      (a) there is then in effect a registration  statement under the Securities
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such registration statement, in which case the legends set forth
in  Exhibit B or  Section  6(c)  hereof,  as the case may be  (collectively  the
"Legends") with respect to such  securities  sold pursuant to such  registration
statement shall be removed; or

      (b) if  reasonably  requested  by the  Company,  (A) the holder shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company,  that such disposition will not require registration of such Securities
under  the  Securities  Act,  (B) the  Company  shall  have  received  customary
representations  and  warranties  regarding the  transferee  that are reasonably
satisfactory  to the  Company  signed  by the  proposed  transferee  and (C) the
Company shall have received an agreement by such transferee to the  restrictions
contained in the Legends.

      Each Public Warrant shall  initially be issued  together with one share of
Common  Stock as a unit (a  "Unit").  The  shares  of Common  Stock  and  Public
Warrants comprising a Unit shall not be separately transferable before the later
of (i) five  Business Days  following the earlier to occur of the  expiration of
the underwriters'  over-allotment option included in the underwriting  agreement
with  respect to the publicly  offered  Units and the exercise of such option in
full  and  (ii) the date on  which  the  Company  has  filed a Form 8-K with the
Securities  and  Exchange   Commission   containing  an  audited  balance  sheet
reflecting  the Company's  receipt of the gross  proceeds of the offering of the
Units and has issued a press release  announcing when such separate trading will
begin (the later of such dates, the "Detachment Date").  Prior to the Detachment
Date,  Public  Warrants may be  transferred  or exchanged only together with the
Unit in which such  Public  Warrant  is  included,  and only for the  purpose of
effecting,  or in  conjunction  with,  a  transfer  or  exchange  of such  Unit.
Furthermore, prior to the Detachment Date,


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each  transfer  of a Public  Unit on the  register  relating to such Units shall
operate also to transfer the Public Warrant included in such Unit.

      Subject  to the  terms  of this  Agreement,  Warrant  Certificates  may be
exchanged  at the  option of the  holder(s)  thereof,  when  surrendered  to the
Warrant  Agent at its  principal  corporate  trust  office,  which is  currently
located  at the  address  listed in  Section  17  hereof,  for  another  Warrant
Certificate or other Warrant  Certificates of like tenor and representing in the
aggregate a like number of Warrants.  Any holder  desiring to exchange a Warrant
Certificate  shall  deliver a written  request to the Warrant  Agent,  and shall
surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Warrant  Agent,  the Warrant  Certificate  or  Certificates  to be so exchanged.
Warrant Certificates  surrendered for exchange shall be cancelled by the Warrant
Agent.  Such cancelled  Warrant  Certificates  shall then be disposed of by such
Warrant Agent in its customary manner.

      The Warrant Agent is hereby authorized to countersign,  in accordance with
the  provisions  of this  Section 5 and of  Section 4  hereof,  the new  Warrant
Certificates required pursuant to the provisions of this Section 5.

      SECTION 6. Terms of Warrants.

      (a) Exercise Price and Exercise Period.

      The initial  exercise  price per share at which  Warrant  Shares  shall be
purchasable upon the exercise of Warrants (the "Exercise  Price") shall be $7.50
per share, and each Warrant shall be initially exercisable to purchase one share
of common stock of the Company, $0.0001 par value per share ("Common Stock").

      Subject  to the  terms of this  Agreement  (including  without  limitation
Section 6(d)  below),  each  Warrant  holder shall have the right,  which may be
exercised  commencing  at  the  opening  of  business  on the  first  day of the
applicable Warrant Exercise Period set forth below and until 5:00 p.m., New York
City time, on the last day of such Warrant Exercise Period,  to receive from the
Company  the number of fully paid and  nonassessable  Warrant  Shares  which the
holder may at the time be entitled to receive on exercise of such  Warrants  and
payment  of the  Exercise  Price  then in effect  for such  Warrant  Shares.  No
adjustments as to dividends will be made upon exercise of the Warrants.

      The "Warrant  Exercise  Period"  shall  commence  (subject to Section 6(d)
below), on the later of:

      (A) the date that is 15 months  after the date of the  prospectus  for the
offering of the Public Warrants; and

      (B)  the  date  on  which  the  Company  completes  its  Initial  Business
Combination

      and shall end on the earlier of:

            (i)  the  date  that is  five  years  from  the  date  of the  final
      prospectus for the offering of the Public Warrants; and

            (ii) the Business Day  preceding the date on which such Warrants are
      redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e)
      below;

            provided that the Sponsors'  Warrants may not be exercised  prior to
      the Transfer Restriction Termination Date.

      The  "Closing  Price"  of the  Common  Stock on any date of  determination
means;

      (i)   the closing  sale price for the  regular  trading  session  (without
            considering  after hours or other trading  outside  regular  trading
            session  hours) of the Common  Stock  (regular  way)



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            on the American Stock Exchange on that date (or, if no closing price
            is  reported,  the last  reported  sale price  during  that  regular
            trading session),

      (ii)  if the Common Stock is not listed for trading on the American  Stock
            Exchange on that date, as reported in the composite transactions for
            the principal United States securities  exchange on which the Common
            Stock is so listed,

      (iii) if the Common  Stock is not so  reported,  the last quoted bid price
            for the Common Stock in the  over-the-counter  market as reported by
            the OTC Bulletin  Board,  the National  Quotation  Bureau or similar
            organization, or

      (iv)  if the Common Stock is not so quoted,  the average of the  mid-point
            of the last bid and ask prices  for the  Common  Stock from at least
            three  nationally  recognized  investment  banking  firms  that  the
            Company selects for this purpose.

      Each Warrant not exercised  prior to 5:00 p.m., New York City time, on the
last day of the  Warrant  Exercise  Period  shall  become  void  and all  rights
thereunder and all rights in respect thereof under this Agreement shall cease as
of such time.

      (b) Redemption of Warrants.

      The  Company may call the  Warrants  for  redemption,  in whole and not in
part, at a price of $.01 per Warrant,  upon not less than 30 days' prior written
notice of  redemption  to each Warrant  holder,  at any time after such Warrants
have  become  exercisable  pursuant  to Section  6(a),  if, and only if, (i) the
Closing  Price has equaled or exceeded  $14.25 per share for any 20 trading days
within a  30-trading-day  period  ending on the third  Business Day prior to the
notice of redemption  to Warrant  holders and (ii) at all times between the date
of such notice of redemption and the redemption date a registration statement is
in effect covering the Warrant Shares issuable upon exercise of the Warrants and
a current prospectus relating to those Warrant Shares is available.

      Notwithstanding  the foregoing,  no Sponsors' Warrants shall be redeemable
at the  option of the  Company  so long as they are held by the  purchasers  set
forth in Schedule I hereto (the "Sponsors") or a Permitted Transferee;  provided
that the fact that one or more  Sponsors'  Warrants are  non-redeemable  because
they are held by a  Sponsor  or a  Permitted  Transferee  shall not  affect  the
Company's  right to redeem the Public  Warrants and all Sponsors'  Warrants that
are not held by a Sponsor or a Permitted  Transferee  pursuant to the  preceding
paragraph.

      (c) Exercise Procedure.

      A Warrant may be exercised  upon surrender to the Company at the principal
stock transfer  office of the Warrant Agent,  which is currently  located at the
address  listed  in  Section  17  hereof,  of the  certificate  or  certificates
evidencing the Warrants to be exercised with the form of election to purchase on
the reverse  thereof duly filled in and signed and such other  documentation  as
the Warrant Agent may reasonably request,  and upon payment to the Warrant Agent
for the  account  of the  Company  of the  Exercise  Price  (adjusted  as herein
provided  if  applicable)  for the number of Warrant  Shares in respect of which
such Warrants are then exercised.  Payment of the aggregate Exercise Price shall
be made in cash or by certified or official  bank check  payable to the order of
the Company in New York Clearing House Funds, or the equivalent  thereof.  In no
event will any Warrants be settled on a net cash basis.

      Subject to the  provisions  of Section 7 hereof,  upon such  surrender  of
Warrants and payment of the Exercise Price, the Company shall issue and cause to
be delivered  with all  reasonable  dispatch to and in such name or names as the
Warrant holder may designate,  a certificate or  certificates  for the number of
full Warrant  Shares  issuable upon the exercise of such Warrants  together with
cash as provided in Section 12 hereof. Such certificate or certificates shall be
deemed to have been  issued and any  person so  designated  to be named  therein
shall be deemed to have become a holder of record of such  Warrant  Shares as of
the date of the surrender of such Warrants and payment of the Exercise Price.



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      The Warrants shall be exercisable, at the election of the holders thereof,
either in full or from time to time in part and, in the event that a certificate
evidencing  Warrants  is  exercised  in respect of fewer than all of the Warrant
Shares  issuable on such exercise at any time prior to the date of expiration of
the Warrants,  a new  certificate  evidencing the remaining  Warrant or Warrants
will be  issued,  and the  Warrant  Agent is hereby  irrevocably  authorized  to
countersign and to deliver the required new Warrant  Certificate or Certificates
pursuant to the  provisions  of this Section 6 and of Section 4 hereof,  and the
Company,  whenever required by the Warrant Agent, shall supply the Warrant Agent
with  Warrant  Certificates  duly  executed  on behalf of the  Company  for such
purpose. The Warrant Agent may assume that any Warrant presented for exercise is
permitted to be so exercised  under  applicable  law and shall have no liability
for acting in reliance on such assumption.

      All Warrant  Certificates  surrendered  upon exercise of Warrants shall be
canceled by the Warrant Agent. Such canceled Warrant  Certificates shall then be
disposed of by the Warrant  Agent in its  customary  manner.  The Warrant  Agent
shall  account  promptly to the Company with respect to Warrants  exercised  and
concurrently pay to the Company all monies received by the Warrant Agent for the
purchase of the Warrant Shares through the exercise of such Warrants.

      The  Warrant  Agent shall keep  copies of this  Agreement  and any notices
given or  received  hereunder  available  for  inspection  by the  holders  with
reasonable prior written notice during normal business hours at its office.  The
Company  shall  supply the Warrant  Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may request.

      Certificates evidencing Warrant Shares issued upon exercise of a Sponsors'
Warrants shall contain the following legend:

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED,  SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

      SECURITIES  EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

      (d)  Registration  Requirement.  Notwithstanding  anything  else  in  this
Section 6, no Warrant  may be  exercised  unless at the time of  exercise  (i) a
registration statement covering the Warrant Shares to be issued upon exercise is
effective under the Act and (ii) a prospectus thereunder relating to the Warrant
Shares is current. The Company shall use its best efforts to have a registration
statement  in effect  covering  Warrant  Shares  issuable  upon  exercise of the
Warrants from the date the Warrants become exercisable and to maintain a current
prospectus  relating to those  Warrant  Shares until the Warrants  expire or are
redeemed.  In the event  that,  at the end of the  Warrant  Exercise  Period,  a
registration statement covering the Warrant Shares to be issued upon exercise is
not effective under the Act, all the rights of holders hereunder shall terminate
and all of the Warrants shall expire unexercised and worthless,  and as a result
purchasers of the Units will have paid the full Unit  purchase  price solely for
the share of Common Stock  included in each Unit. In no event shall the Warrants
be  settled  on a net cash  basis nor shall the  Company  be  required  to issue
unregistered shares upon the exercise of any Warrant.

      (e) Expiry Upon Liquidation of Trust Account.  If the Company is dissolved
because it fails to effect an Initial Business Combination, all of the rights of
holders  hereunder  shall  terminate  and  all  of  the  Warrants  shall  expire
unexercised  and  worthless,  and as a result  purchasers of the Units will have
paid the full Unit purchase  price solely for the share of Common Stock included
in each Unit.

      SECTION 7. Payment of Taxes.  The Company will pay all  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares upon the exercise
of Warrants;  provided,  however,  that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issue of any


                                     - 5 -
<PAGE>

Warrant Certificates or any certificates for Warrant Shares in a name other than
that of the  registered  holder of a Warrant  Certificate  surrendered  upon the
exercise of a Warrant, and the Company shall not be required to issue or deliver
such Warrant  Certificates  unless or until the person or persons requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      SECTION 8. Mutilated or Missing Warrant  Certificates.  In case any of the
Warrant Certificates shall be mutilated,  lost, stolen or destroyed, the Company
shall  issue  and  the  Warrant  Agent  shall   countersign,   in  exchange  and
substitution for and upon cancellation of the mutilated Warrant Certificate,  or
in  lieu of and  substitution  for  the  Warrant  Certificate  lost,  stolen  or
destroyed,  a  new  Warrant  Certificate  of  like  tenor  and  representing  an
equivalent number of Warrants, but only upon receipt of evidence satisfactory to
the Company and the Warrant  Agent of such loss,  theft or  destruction  of such
Warrant  Certificate  and indemnity,  also  satisfactory  to the Company and the
Warrant  Agent.  Applicants  for such  new  Warrant  Certificates  must pay such
reasonable charges as the Company may prescribe.

      SECTION 9.  Reservation of Warrant  Shares.  The Company will at all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its  authorized  but unissued  Common Stock or its  authorized and issued Common
Stock held in its  treasury,  for the  purpose  of  enabling  it to satisfy  any
obligation to issue Warrant Shares upon exercise of Warrants, the maximum number
of shares of Common Stock which may then be deliverable upon the exercise of all
outstanding   Warrants.   The  Warrant  Agent  shall  have  no  duty  to  verify
availability of such shares set aside by the Company.

      The Company or, if appointed, the transfer agent for the Common Stock (the
"Transfer  Agent")  and every  subsequent  transfer  agent for any shares of the
Company's Common Stock issuable upon the exercise of any of the Warrants will be
irrevocably  authorized  and  directed  at all times to reserve  such  number of
authorized shares as shall be required for such purpose. The Company will keep a
copy of this Agreement on file with the Transfer Agent and with every subsequent
transfer  agent for any shares of the Company's  Common Stock  issuable upon the
exercise of the Warrants.  The Warrant Agent is hereby irrevocably authorized to
requisition  from time to time from such Transfer  Agent the stock  certificates
required to honor outstanding  Warrants upon exercise thereof in accordance with
the terms of this  Agreement.  The Company will supply such Transfer  Agent with
duly executed  certificates for such purposes and will provide or otherwise make
available  any cash which may be payable as provided  in Section 12 hereof.  The
Company will furnish such  Transfer  Agent a copy of all notices of  adjustments
and certificates related thereto, transmitted to each holder pursuant to Section
13 hereof.

      Before  taking any action  which  would  cause an  adjustment  pursuant to
Section 11 hereof to reduce the Exercise Price below the then par value (if any)
of the  Warrant  Shares,  the  Company  will  take any  commercially  reasonable
corporate  action which may, in the opinion of its counsel (which may be counsel
employed by the Company), be necessary in order that the Company may validly and
legally issue fully paid and nonassessable  Warrant Shares at the Exercise Price
as so adjusted.

      The Company  covenants  that all Warrant  Shares  which may be issued upon
exercise of Warrants  will,  upon  payment of the  Exercise  Price  therefor and
issue, be fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof.

      SECTION 10. Obtaining Stock Exchange Listings.  The Company will from time
to time take all commercially  reasonable actions which may be necessary so that
the  Warrant  Shares,  immediately  upon their  issuance  upon the  exercise  of
Warrants,  will be listed on the  principal  securities  exchanges  and  markets
within the United  States of America,  if any,  on which other  shares of Common
Stock are then listed.

      SECTION 11. Adjustment of Number of Warrant Shares.

      The number of Warrant Shares issuable upon the exercise of each Warrant is
subject  to  adjustment  from time to time  upon the  occurrence  of the  events
enumerated in this Section 11. For purposes of this Section 11,  "Common  Stock"
means  shares now or  hereafter  authorized  of any class of common stock of the
Company and any


                                     - 6 -
<PAGE>

other stock of the Company,  however designated,  that has the right (subject to
any prior rights of any class or series of preferred  stock) to  participate  in
any  distribution  of the assets or earnings of the Company  without limit as to
per share amount.

      (a) Adjustment for Change in Capital Stock.

      If the Company:

            (1) pays a dividend or makes a  distribution  on its Common Stock in
      either case in shares of its Common Stock;

            (2) subdivides its outstanding shares of Common Stock into a greater
      number of shares;

            (3) combines its  outstanding  shares of Common Stock into a smaller
      number of shares;

            (4)  makes a  distribution  on its  Common  Stock in  shares  of its
      capital stock other than Common Stock; or

            (5) issues by reclassification of its Common Stock any shares of its
      capital stock,

then the number of shares of Common Stock issuable upon exercise of each Warrant
immediately prior to such action shall be  proportionately  adjusted so that the
holder of any Warrant  thereafter  exercised shall receive the aggregate  number
and kind of shares of  capital  stock of the  Company  which he would have owned
immediately following such action if such Warrant had been exercised immediately
prior to such action.

      The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately  after the effective date
in the case of a subdivision, combination or reclassification.

      Such adjustment shall be made successively whenever any event listed above
shall occur.

      (b) Adjustment for Rights Issue.

      If the Company distributes any rights,  options or warrants to all holders
of its Common Stock entitling them to purchase shares of Common Stock at a price
per share less than the Closing Price per share on the Business Day  immediately
preceding  the  ex-dividend  date for such  distribution  of rights,  options or
warrants,  the number of shares of Common Stock  issuable  upon exercise of each
Warrant shall be adjusted in accordance with the formula:

                                 N' = N x     O + A
                                          -------------
                                          O + (A x P/M)

      where:

      N'= the adjusted number of shares of  Common Stock  issuable upon exercise
          of each Warrant.

      N = the current  number of shares of  Common Stock  issuable upon exercise
          of each Warrant.

      O = the number of shares of Common Stock  outstanding  on  the record date
          for such distribution.

      A = the number of additional shares of Common Stock issuable  pursuant  to
          such rights or warrants.

      P = the purchase price per share of the additional shares.

      M = the Closing Price per share of Common Stock on the record date.

      The  adjustment  shall be made  successively  whenever  any  such  rights,
options or warrants are issued and shall become effective  immediately after the
record  date for the  determination  of  stockholders  entitled  to


                                     - 7 -
<PAGE>

receive  the rights,  options or  warrants.  If at the end of the period  during
which such rights, options or warrants are exercisable,  not all rights, options
or  warrants  shall have been  exercised,  the number of shares of Common  Stock
issuable upon exercise of each Warrant shall be  immediately  readjusted to what
it would  have been if "N" in the above  formula  had been the  number of shares
actually issued.

      (c) Adjustment for Other Distributions.

      If the Company  distributes  to all holders of its Common Stock any of its
assets (including cash) or debt securities or any rights, options or warrants to
purchase debt securities,  assets or other securities of the Company (other than
Common  Stock),  the number of shares of Common Stock  issuable upon exercise of
each Warrant shall be adjusted in accordance with the formula:

                                   N' = N x   M
                                            -----
                                            M - F

      where:

      N'= the  adjusted  number  of shares of  Common  Stock  issuable  upon
          exercise of each Warrant.

      N = the  current  number  of  shares of  Common  Stock  issuable  upon
          exercise of each Warrant.

      M = the Closing  Price per share of Common  Stock on the  Business Day
          immediately preceding the ex-dividend date for such distribution.

      F = the  fair  market  value on the ex-dividend date for such distribution
          of the assets,  securities,  rights or warrants  distributable  to one
          share of Common  Stock after taking into  account,  in the case of any
          rights,  options or warrants,  the  consideration  required to be paid
          upon  exercise  thereof.  The  Board  of  Directors  shall  reasonably
          determine the fair market value in good faith.

      The adjustment shall be made  successively  whenever any such distribution
is made and shall  become  effective  immediately  after the record date for the
determination of stockholders entitled to receive such distribution.

      This  subsection  (c) does not apply to regular  quarterly  cash dividends
including  increases  thereof or  rights,  options or  warrants  referred  to in
subsection  (b) of this Section 11. If any  adjustment  is made pursuant to this
subsection (c) as a result of the issuance of rights, options or warrants and at
the end of the period  during  which any such  rights,  options or warrants  are
exercisable, not all such rights, options or warrants shall have been exercised,
the Warrant shall be  immediately  readjusted as if "F" in the above formula was
the fair  market  value on the  ex-dividend  date for such  distribution  of the
indebtedness  or assets  actually  distributed  upon  exercise  of such  rights,
options or warrants divided by the number of shares of Common Stock  outstanding
on the ex-dividend date for such distribution.  Notwithstanding  anything to the
contrary contained in this subsection (c), if "M-F" in the above formula is less
than $1.00, the Company may elect to, and if "M-F" or is a negative number,  the
Company shall, in lieu of the adjustment  otherwise  required by this subsection
(c),  distribute to the holders of the  Warrants,  upon  exercise  thereof,  the
evidences of indebtedness,  assets, rights, options or warrants (or the proceeds
thereof)  which would have been  distributed  to such holders had such  Warrants
been exercised immediately prior to the record date for such distribution.

      (d) Adjustment for Common Stock Issue.

      If the Company issues shares of Common Stock for a consideration per share
less than the Closing Price per share on the date the Company fixes the offering
price of such additional  shares,  the number of shares of Common Stock issuable
upon exercise of each Warrant shall be adjusted in accordance with the formula:

                                   N' = N x    A
                                            -------
                                            O + P/M



                                     - 8 -
<PAGE>

      where:

      N' = the adjusted number of shares of Common Stock issuable upon  exercise
           of each Warrant.

      N  = the current number of shares of Common Stock issuable  upon  exercise
           of each Warrant.

      O  = the  number  of  shares outstanding immediately prior to the issuance
           of such additional shares.

      P  = the  aggregate  consideration  received  for  the  issuance  of  such
           additional shares.

      M  = the  Closing  Price  per  share  on  the  date  of  issuance  of such
           additional shares.

      A  = the  number  of  shares outstanding immediately after the issuance of
           such additional shares.

      The adjustment  shall be made  successively  whenever any such issuance is
made, and shall become effective immediately after such issuance.

      This subsection (d) does not apply to:

            (1) any of the transactions  described in subsections (b) and (c) of
      this Section 11,

            (2) the exercise of Warrants, or the conversion or exchange of other
      securities  convertible or exchangeable  for Common Stock, or the issuance
      of Common  Stock upon the  exercise  of rights or  warrants  issued to the
      holders of Common Stock,

            (3) Common Stock (and options  exercisable  therefor)  issued to the
      Company's employees, officers, directors, consultants or advisors (whether
      or not still in such  capacity  on the date of  exercise)  under bona fide
      employee  benefit  plans or stock  option  plans  adopted  by the Board of
      Directors  of the Company and approved by the holders of Common Stock when
      required by law, if such Common  Stock would  otherwise be covered by this
      subsection (d),

            (4) Common Stock issued in a bona fide public offering for cash,

            (5) Common Stock issued in a bona fide private placement in which at
      least one  non-affiliate of the Company  participates,  including  without
      limitation   the   issuance   of  equity  as   consideration   or  partial
      consideration for acquisitions from persons that are not affiliates of the
      Company.

            (e) Adjustment for Convertible Securities Issue.

      If the Company issues any securities  convertible into or exchangeable for
Common  Stock  (other  than  securities  issued  in  transactions  described  in
subsections  (b) and (c) of this  Section 11) for a  consideration  per share of
Common  Stock  initially   deliverable  upon  conversion  or  exchange  of  such
securities less than the Closing Price per share on the date of issuance of such
securities,  the number of shares of Common Stock issuable upon exercise of each
Warrant shall be adjusted in accordance with this formula:

                                 N' = N x  O + D
                                          -------
                                          O + P/M

      where:

      N'= the adjusted number of shares of Common Stock issuable  upon  exercise
          of each Warrant.

      N = the current number of shares of Common Stock  issuable  upon  exercise
          of each Warrant.

      O = the  number  of  shares  outstanding immediately prior to the issuance
          of such securities.

      P = the  aggregate  consideration  received  for  the  issuance  of   such
          securities.


                                     - 9 -
<PAGE>

      M = the   Closing  Price  per  share  on  the  date  of  issuance  of such
          securities.

      D = the  maximum  number  of  shares  deliverable  upon  conversion  or in
          exchange  for  such  securities at the initial  conversion or exchange
          rate.

      The adjustment  shall be made  successively  whenever any such issuance is
made, and shall become effective immediately after such issuance.

      If all of the Common Stock deliverable upon conversion or exchange of such
securities have not been issued when such securities are no longer  outstanding,
then the number of shares of Common Stock issuable upon exercise of each Warrant
shall promptly be readjusted to what it would have been had the adjustment  upon
the issuance of such  securities  been made on the basis of the actual number of
shares of Common Stock issued upon conversion or exchange of such securities.

      This subsection (e) does not apply to:

            (1) convertible securities issued in a bona fide public offering for
      cash; or

            (2) convertible  securities  issued in a bona fide private placement
      in which at least one non-affiliate of the Company participates, including
      the  issuance  of  convertible  securities  as  consideration  or  partial
      consideration for acquisitions from persons that are not affiliates of the
      Company.

      (f) Adjustment  for Tender or Exchange  Offer.If the Company or any of its
subsidiaries  makes a payment in respect of a tender offer or exchange offer for
the Common Stock, if the cash and value of any other  consideration  included in
the payment  per share of the Common  Stock  exceeds  the  Closing  Price of the
Common Stock on the trading day next  succeeding  the last date on which tenders
or exchanges may be made pursuant to such tender or exchange  offer,  the number
of shares  of Common  Stock  issuable  upon  exercise  of each  Warrant  will be
increased based on the following formula:

                                     AC + (SP' x OS')
                            N' = N x ----------------
                                  0     OS  x SP'
                                          0

      where,

      N' =  the  adjusted   number   of shares of  Common  Stock  issuable  upon
            exercise of each Warrant;

      No =  the   current  number   of  shares of  Common  Stock  issuable  upon
            exercise of each warrant;

      AC =  the  aggregate  value  of all cash and any other  consideration  (as
            determined by the Board of Directors of the Company) paid or payable
            for shares purchased in such tender or exchange offer;

      Oso = the number  of  shares of Common Stock outstanding immediately prior
            to the date such tender or exchange offer expires;

      OS' = the  number  of shares of Common Stock outstanding immediately after
            the date such tender or exchange offer expires; and

      SP' = the  Closing  Price  of  the Common  Stock on the  trading  day next
            succeeding the date such tender or exchange offer expires.

      The  adjustment  shall be made  successively  and shall  become  effective
immediately following the date such tender or exchange offer expires.

      (g) Consideration Received.



                                     - 10 -
<PAGE>

      For purposes of any computation respecting consideration received pursuant
to subsections (d), (e) and (f) of this Section 11, the following shall apply:

            (1) in the case of the  issuance of shares of Common Stock for cash,
      the  consideration  shall be the amount of such cash,  provided that in no
      case shall any deduction be made for any  commissions,  discounts or other
      expenses  incurred by the Company  for any  underwriting  or other sale or
      disposition of the issue or otherwise in connection therewith;

            (2) in the case of the  issuance  of shares  of  Common  Stock for a
      consideration in whole or in part other than cash, the consideration other
      than  cash  shall  be  deemed  to be the  fair  market  value  thereof  as
      reasonably   determined   by  the  Board  of   Directors  of  the  Company
      (irrespective  of the  accounting  treatment  thereof) and  described in a
      Board resolution which shall be filed with the Warrant Agent; and

            (3) in the case of the issuance of  securities  convertible  into or
      exchangeable for shares,  the aggregate  consideration  received  therefor
      shall be deemed to be the  consideration  received  by the Company for the
      issuance of such securities plus the additional minimum consideration,  if
      any, to be received by the Company upon the conversion or exchange thereof
      for the maximum  number of shares used to calculate  the  adjustment  (the
      consideration in each case to be determined in the same manner as provided
      in clauses (1) and (2) of this subsection).

      (h) Defined Terms; When De Minimis Adjustment May Be Deferred.

      As used in this section 11:

      (1) "ex-dividend  date" means the first date on which the shares of Common
Stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive the issuance or distribution in question;

      (2)  "trading  day" means,  with  respect to the Common Stock or any other
security,  a day during  which (i)  trading  in the  Common  Stock or such other
security generally occurs,  (ii) there is no market disruption event (as defined
below)  and (iii) a Closing  Price for the Common  Stock or such other  security
(other  than a  Closing  Price  referred  to in the next to last  clause of such
definition) is available for such day; provided that if the Common Stock or such
other  security is not admitted for trading or quotation on or by any  exchange,
bureau or other organization, "trading day" will mean any Business Day;

      (3) "market  disruption  event" means, with respect to the Common Stock or
any other  security,  the  occurrence  or existence of more than  one-half  hour
period in the  aggregate  or any  scheduled  trading day for the Common Stock or
such other  security  of any  suspension  or  limitation  imposed on trading (by
reason of movements in price exceeding limits permitted by the stock exchange or
otherwise)  in the  Common  Stock  or such  other  security  or in any  options,
contract,  or  future  contracts  relating  to the  Common  Stock or such  other
security,  and such suspension or limitation occurs or exists at any time before
1:00 p.m. (New York time) on such day; and

      (4) "Business Day" means,  any day on which the American Stock Exchange is
open for trading and which is not a Saturday, a Sunday or any other day on which
banks in the City of New York,  New York,  are  authorized or required by law to
close.

      No  adjustment  in the  number of shares of  Common  Stock  issuable  upon
exercise of each Warrant  need be made unless the  adjustment  would  require an
increase or decrease of at least 1% in such number. Any adjustments that are not
made  shall  be  carried  forward  and  taken  into  account  in any  subsequent
adjustment.

      All  calculations  under this Section 11 shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.


                                     - 11 -
<PAGE>

      (i) When No Adjustment Required.

      No adjustment  need be made for a transaction  referred to in  subsections
(b),  (c),  (d),  (e)  or (f) of  this  Section  11 if  Warrant  holders  are to
participate,  without requiring the Warrants to be exercised, in the transaction
on a basis and with notice that the Board of Directors of the Company reasonably
determines to be fair and  appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction.

      No  adjustment  need be made for a change in the par value or no par value
of the Common Stock.

      To the extent the Warrants  become  convertible  into cash,  no adjustment
need be made  thereafter  as to the amount of cash into which such  Warrants are
exercisable. Interest will not accrue on the cash.

      (j) Notice of Adjustment.

      Whenever the number of shares of Common Stock  issuable  upon  exercise of
each  Warrant is adjusted,  the Company  shall  provide the notices  required by
Section 13 hereof.

      (k) Notice of Certain Transactions.

      If:

            (1) the Company takes any action that would require an adjustment in
      the Exercise Price pursuant to subsections  (a), (b), (c), (d), (e) or (f)
      of this Section 11 and if the Company does not arrange for Warrant holders
      to participate pursuant to subsection (i) of this Section 11;

            (2) the Company takes any action that would  require a  supplemental
      Warrant Agreement pursuant to subsection (l) of this Section 11; or

            (3) there is a liquidation or dissolution of the Company,

the Company shall mail to Warrant  holders a notice stating the proposed  record
date  for a  dividend  or  distribution  or the  proposed  effective  date  of a
subdivision,  combination,  reclassification,  consolidation,  merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least 15
days before such date.  Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.

      (l) Reorganization of Company.

      If the Company consolidates or merges with or into, or transfers or leases
all or substantially  all its assets to, any person,  upon  consummation of such
transaction the Warrants shall automatically become exercisable for the kind and
amount of  securities,  cash or other assets which the holder of a Warrant would
have owned immediately  after the  consolidation,  merger,  transfer or lease if
such holder had exercised the Warrant  immediately  before the effective date of
the transaction;  provided that (i) if the holders of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities,  cash or
other assets  receivable upon such  consolidation  or merger,  then the kind and
amount of  securities,  cash or other assets for which each Warrant shall become
exercisable  shall be deemed to be the  weighted  average of the kind and amount
received  per share by the  holders  of Common  Stock in such  consolidation  or
merger  that  affirmatively  make such  election or (ii) if a tender or exchange
offer shall have been made to and  accepted by the holders of Common Stock under
circumstances  in which,  upon completion of such tender or exchange offer,  the
maker  thereof,  together  with members of any group (within the meaning of Rule
13d-5(b)(1)  under the Exchange Act) of which such maker is a part, and together
with any  affiliate or associate of such maker (within the meaning of Rule 12b-2
under the  Exchange  Act) and any  members  of any such  group of which any such
affiliate or associate is a part, own  beneficially  (within the meaning of Rule
13d-3 under the Exchange Act) more than 50% of the outstanding  shares of Common
Stock,  the holder of a Warrant shall be entitled to receive the highest  amount
of cash,  securities or other  property to which such holder would actually have
been entitled as a shareholder  if such Warrant holder had exercised the Warrant
prior to the


                                     - 12 -
<PAGE>

expiration of such tender or exchange offer,  accepted such offer and all of the
Common Stock held by such holder had been  purchased  pursuant to such tender or
exchange offer,  subject to adjustments (from and after the consummation of such
tender or exchange  offer) as nearly  equivalent as possible to the  adjustments
provided for in this Section 11.  Concurrently with the consummation of any such
transaction,  the  corporation  or other entity  formed by or surviving any such
consolidation  or merger if other than the Company,  or the person to which such
sale or conveyance shall have been made, shall enter into a supplemental Warrant
Agreement so providing and further  providing for adjustments  which shall be as
nearly  equivalent as may be practical to the  adjustments  provided for in this
Section. The successor Company shall mail to Warrant holders a notice describing
the supplemental Warrant Agreement.

      If the issuer of securities  deliverable  upon exercise of Warrants  under
the  supplemental  Warrant  Agreement is an affiliate of the formed,  surviving,
transferee  or lessee  corporation,  that issuer shall join in the  supplemental
Warrant Agreement.

      If this  subsection (l) applies,  subsections  (a), (b), (c), (d), (e) and
(f) of this Section 11 do not apply.

      (m) Warrant Agent's Disclaimer.

      The Warrant Agent has no duty to determine  when an adjustment  under this
Section  11 should be made,  how it  should  be made or what it should  be.  The
Warrant Agent has no duty to determine  whether any provisions of a supplemental
Warrant  Agreement  under  subsection  (l) of this Section 11 are  correct.  The
Warrant  Agent  makes  no  representation  as to the  validity  or  value of any
securities or assets  issued upon exercise of Warrants.  The Warrant Agent shall
not be responsible for the Company's failure to comply with this Section.

      (n) When Issuance or Payment May Be Deferred.

      In any case in which this Section 11 shall  require that an  adjustment in
the number of shares of Common Stock  issuable  upon exercise of each Warrant be
made effective as of a record date for a specified  event, the Company may elect
to defer  until the  occurrence  of such event (i)  issuing to the holder of any
Warrant  exercised  after such record date the Warrant  Shares and other capital
stock of the Company,  if any,  issuable  upon such  exercise over and above the
Warrant  Shares and other  capital stock of the Company,  if any,  issuable upon
such exercise on the basis of the number of shares of Common Stock issuable upon
exercise  of each  Warrant  and (ii) paying to such holder any amount in cash in
lieu of a fractional  share  pursuant to Section 12 hereof;  provided,  however,
that the Company  shall  deliver to such holder a due bill or other  appropriate
instrument  evidencing  such holder's right to receive such  additional  Warrant
Shares,  other capital stock and cash upon the occurrence of the event requiring
such adjustment.

      (o) Adjustment in Exercise Price.

      Upon each event that provides for an adjustment of the number of shares of
Common Stock issuable upon exercise of each Warrant pursuant to this Section 11,
each Warrant  outstanding prior to the making of the adjustment shall thereafter
have an adjusted  Exercise  Price  (calculated  to the  nearest  ten  millionth)
obtained from the following formula:
                                            N
                                 E' = e x -----
                                            N'

      where:

      E'  = the adjusted Exercise Price.


                                     - 13 -
<PAGE>

      E   = the Exercise Price prior to adjustment.

      N'  = the  adjusted  number  of Warrant Shares issuable upon exercise of a
            Warrant by payment of the adjusted Exercise Price.

      N   = the number of Warrant Shares  previously  issuable  upon exercise of
            a Warrant by payment of the Exercise Price prior to adjustment.

      Following any  adjustment to the Exercise  Price  pursuant to this Section
11, the amount  payable,  when  adjusted  and  together  with any  consideration
allocated  to the  issuance  of the  Warrants,  shall never be less than the par
value per Warrant Share at the time of such adjustment. Such adjustment shall be
made successively whenever any event listed above shall occur.

      (p) Form of Warrants.

      Irrespective  of any  adjustments in the number or kind of shares issuable
upon the exercise of the Warrants or the Exercise Price, Warrants theretofore or
thereafter issued may continue to express the same number and kind of shares and
Exercise Price as are stated in the Warrants initially issuable pursuant to this
Agreement.

      (q) Other Dilutive Events.

      In case any event  shall  occur  affecting  the  Company,  as to which the
provisions of this Section 11 are not strictly applicable,  but would impact the
holders of Warrants  adversely as compared to holders of Common  Stock,  and the
failure to make any  adjustment  would not fairly  protect the  purchase  rights
represented  by the  Warrants  in  accordance  with  the  essential  intent  and
principles of this Section then, in each such case,  the Company shall appoint a
firm of independent  public  accountants,  investment banking or other appraisal
firm of  recognized  national  standing  which shall give their opinion upon the
adjustment,  if  any,  on a basis  consistent  with  the  essential  intent  and
principles  established  in this  Section 11,  necessary  to  preserve,  without
dilution, the purchase rights represented by the Warrants.

      SECTION 12.  Fractional  Interests.  The Company  shall not be required to
issue  fractional  Warrant Shares on the exercise of Warrants.  If more than one
Warrant  shall be  presented  for  exercise in full at the same time by the same
holder,  the number of full  Warrant  Shares  which shall be  issuable  upon the
exercise  thereof  shall be  computed  on the basis of the  aggregate  number of
Warrant  Shares  purchasable  on exercise of the Warrants so  presented.  If any
fraction of a Warrant Share would, except for the provisions of this Section 12,
be issuable on the exercise of any Warrants (or specified portion thereof),  the
Company  shall pay an amount in cash equal to the fair  market  value on the day
immediately preceding the date the Warrant is presented for exercise, multiplied
by such fraction.

      SECTION  13.  Notices  to  Warrant  Holders.  Upon any  adjustment  of the
Exercise Price  pursuant to Section 11, the Company shall  promptly  thereafter,
and in any event within five days,  (i) cause to be filed with the Warrant Agent
a certificate  executed by the Chief  Financial  Officer of the Company  setting
forth the number of Warrant Shares  issuable upon exercise of each Warrant after
such adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculations are based, and (ii) cause to be given
to each of the  registered  holders of the Warrant  Certificates  at his address
appearing  on the  Warrant  register  written  notice  of  such  adjustments  by
first-class mail, postage prepaid.  Where appropriate,  such notice may be given
in advance and included as a part of the notice  required to be mailed under the
other  provisions of this Section 13. The Warrant Agent shall be fully protected
in relying on any such certificate and on any adjustment  therein  contained and
shall not be deemed to have  knowledge  of such  adjustment  unless and until it
shall have received such certificate.

      In case:

      (a) the Company  shall  authorize the issuance to all holders of shares of
Common Stock of rights,  options or warrants to subscribe for or purchase shares
of Common Stock or of any other subscription rights or warrants; or


                                     - 14 -
<PAGE>

      (b) the Company shall authorize the  distribution to all holders of shares
of Common Stock of evidences of its  indebtedness  or assets (other than regular
cash dividends or dividends  payable in shares of Common Stock or  distributions
referred to in subsection (b) of Section 11 hereof); or

      (c) of any consolidation or merger to which the Company is a party and for
which  approval  of any  shareholders  of the  Company  is  required,  or of the
conveyance or transfer of the properties and assets of the Company substantially
as an entirety,  or of any  reclassification  or change of Common Stock issuable
upon  exercise of the  Warrants  (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 a tender offer or exchange offer for shares of
Common Stock; or

      (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Company; or

      (e) the  Company  proposes  to take any action not  specified  above which
would require an adjustment of the Exercise Price pursuant to Section 11 hereof;

then the Company  shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of the Warrant Certificates at his
address  appearing on the Warrant  register,  at least 10 calendar days prior to
the applicable record date hereinafter specified,  or as promptly as practicable
under the circumstances in the case of events for which there is no record date,
by first-class mail,  postage prepaid,  a written notice stating (i) the date as
of which the  holders  of record of  shares of Common  Stock to be  entitled  to
receive any such rights, options, warrants or distribution are to be determined,
or (ii) the initial  expiration  date set forth in any tender  offer or exchange
offer  for  shares  of  Common  Stock,  or  (iii)  the  date on  which  any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up is expected to become  effective or consummated,  and the date as of which it
is expected  that  holders of record of shares of Common Stock shall be entitled
to exchange such shares for securities or other  property,  if any,  deliverable
upon  such  reclassification,   consolidation,   merger,  conveyance,  transfer,
dissolution,  liquidation or winding up. The failure to give the notice required
by this  Section 13 or any defect  therein  shall not  affect  the  legality  or
validity of any distribution,  right, option,  warrant,  consolidation,  merger,
conveyance,  transfer, dissolution,  liquidation or winding up, or the vote upon
any action.

      Nothing contained in this Agreement or in any of the Warrant  Certificates
shall be construed as conferring  upon the holders  thereof the right to vote or
to consent or to receive  notice as  shareholders  in respect of the meetings of
shareholders or the election of Directors of the Company or any other matter, or
any rights whatsoever as shareholders of the Company.

      SECTION 14. Merger,  Consolidation or Change of Name of Warrant Agent. Any
corporation  into which the Warrant  Agent may be merged or with which it may be
consolidated,  or any corporation  resulting from any merger or consolidation to
which the Warrant Agent shall be a party, or any  corporation  succeeding to all
or  substantially  all the  corporate  trust or agency  business  of the Warrant
Agent,  shall be the  successor  to the  Warrant  Agent  hereunder  without  the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor  warrant agent under the provisions of Section 16. In case at the
time such  successor to the Warrant Agent shall succeed to the agency created by
this Agreement,  and in case at that time any of the Warrant  Certificates shall
have been  countersigned  but not  delivered,  any such successor to the Warrant
Agent may adopt the  countersignature of the original Warrant Agent; and in case
at that time any of the Warrant  Certificates shall not have been countersigned,
any successor to the Warrant  Agent may  countersign  such Warrant  Certificates
either  in the  name of the  predecessor  Warrant  Agent  or in the  name of the
successor to the Warrant Agent; and in all such cases such Warrant  Certificates
shall have the full force and effect provided in the Warrant Certificates and in
this Agreement.

      In case at any time the name of the Warrant  Agent shall be changed and at
such time any of the Warrant  Certificates shall have been countersigned but not
delivered,  the  Warrant  Agent  whose  name  has been  changed  may  adopt  the
countersignature  under  its  prior  name,  and in case at that  time any of the
Warrant  Certificates shall not have been  countersigned,  the Warrant Agent may
countersign such Warrant Certificates either


                                     - 15 -
<PAGE>

in its prior name or in its  changed  name,  and in all such cases such  Warrant
Certificates  shall  have the full  force and  effect  provided  in the  Warrant
Certificates and in this Agreement.

      SECTION 15.  Warrant  Agent.  The Warrant Agent  undertakes the duties and
obligations  imposed by this  Agreement  (and no implied  duties or  obligations
shall be read into this Agreement  against the Warrant Agent) upon the following
terms and  conditions,  by all of which the Company and the holders of Warrants,
by their acceptance thereof, shall be bound:

      (a) The statements  contained herein and in the Warrant Certificates shall
be  taken  as  statements  of the  Company  and the  Warrant  Agent  assumes  no
responsibility  for the  correctness  of any of the same except such as describe
the  Warrant  Agent or  action  taken or to be taken by it.  The  Warrant  Agent
assumes no  responsibility  with  respect  to the  distribution  of the  Warrant
Certificates except as herein otherwise provided.

      (b) The  Warrant  Agent  shall not be  responsible  for any failure of the
Company to comply with any of the  covenants  contained in this  Agreement or in
the Warrant Certificates to be complied with by the Company.

      (c) The  Warrant  Agent may  consult  at any time with  counsel of its own
selection (who may be counsel for the Company) and the Warrant Agent shall incur
no  liability or  responsibility  to the Company or to any holder of any Warrant
Certificate in respect of any action taken,  suffered or omitted by it hereunder
in good faith and in accordance  with the opinion or the advice of such counsel.
The Warrant  Agent may execute any of the trusts or powers  hereunder or perform
any duties  hereunder  either  directly or through  agents or attorneys  and the
Warrant Agent shall not be  responsible  for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder.

      (d) The  Warrant  Agent  may  conclusively  rely,  as to the  truth of the
statements  and  the  correctness  of  the  opinions  expressed  therein,   upon
certificates  or opinions  furnished to the Warrant Agent and  conforming to the
requirements  of this  Agreement.  The Warrant Agent shall incur no liability or
responsibility  to the Company or to any holder of any Warrant  Certificate  for
any action taken in reliance on any Warrant Certificate,  certificate of shares,
notice,  resolution,  waiver,  consent,  order,  certificate,  or  other  paper,
document or instrument  (whether in its original or facsimile  form) believed by
it to be genuine and to have been signed,  sent or presented by the proper party
or parties.

      (e) The Company agrees to pay to the Warrant Agent such  compensation  for
all services rendered by the Warrant Agent in the  administration  and execution
of this Agreement as the Company and the Warrant Agent shall agree in writing to
reimburse the Warrant Agent for all expenses, taxes and governmental charges and
other  charges  of any kind and  nature  incurred  by the  Warrant  Agent in the
execution of this Agreement  (including fees and expenses of its counsel) and to
indemnify  the Warrant  Agent (and any  predecessor  Warrant  Agent) and save it
harmless against any and all claims (whether  asserted by the Company,  a holder
or any other person),  damages,  losses,  expenses  (including  taxes other than
taxes  based  on  the  income  of the  Warrant  Agent),  liabilities,  including
judgments,  costs and counsel fees and expenses, for anything done or omitted by
the Warrant Agent in the execution of this  Agreement  except as a result of its
negligence  or willful  misconduct.  The  provisions of this Section 15(e) shall
survive the expiration of the Warrants and the termination of this Agreement.

      (f) The  Warrant  Agent  shall be under no  obligation  to  institute  any
action,  suit or legal  proceeding or to take any other action likely to involve
expense  unless  the  Company  or one or  more  registered  holders  of  Warrant
Certificates  shall  furnish  the  Warrant  Agent with  security  and  indemnity
satisfactory  to it for any costs and expenses  which may be incurred,  but this
provision shall not affect the power of the Warrant Agent to take such action as
it may consider proper,  whether with or without any such security or indemnity.
All rights of action  under this  Agreement  or under any of the Warrants may be
enforced  by the Warrant  Agent  without  the  possession  of any of the Warrant
Certificates or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent and any recovery of judgment shall
be for the ratable benefit of the registered  holders of the Warrants,  as their
respective rights or interests may appear.


                                     - 16 -
<PAGE>

      (g) The Warrant Agent, and any stockholder,  director, officer or employee
of it, may buy,  sell or deal in any of the Warrants or other  securities of the
Company or become pecuniarily interested in any transaction in which the Company
may be  interested,  or contract  with or lend money to the Company or otherwise
act as  fully  and  freely  as  though  it were not  Warrant  Agent  under  this
Agreement.  Nothing  herein shall  preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

      (h) The Warrant Agent shall act hereunder solely as agent for the Company,
and its duties shall be determined solely by the provisions  hereof. The Warrant
Agent shall not be liable for anything  which it may do or refrain from doing in
connection  with  this  Agreement  except  for its  own  negligence  or  willful
misconduct. The Warrant Agent shall not be liable for any error of judgment made
in good  faith by it,  unless  it shall be  proved  that the  Warrant  Agent was
negligent in ascertaining the pertinent facts.  Notwithstanding anything in this
Agreement  to the  contrary,  in no event shall the Warrant  Agent be liable for
special,  indirect,  punitive  or  consequential  loss  or  damage  of any  kind
whatsoever  (including  but not  limited to lost  profits),  even if the Warrant
Agent has been advised of the likelihood of the loss or damage and regardless of
the form of the action.

      (i)  The  Warrant  Agent  shall  not at any  time  be  under  any  duty or
responsibility  to any holder of any Warrant  Certificate to make or cause to be
made any  adjustment  of the Exercise  Price or number of the Warrant  Shares or
other  securities or property  deliverable as provided in this Agreement,  or to
determine whether any facts exist which may require any of such adjustments,  or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method  employed in making the same.  The Warrant Agent shall not
be  accountable  with  respect to the validity or value or the kind or amount of
any Warrant  Shares or of any  securities  or property  which may at any time be
issued or delivered  upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other  securities  will when issued be validly issued
and fully  paid and  nonassessable,  and makes no  representation  with  respect
thereto.

      (j)  Notwithstanding  anything in this Agreement to the contrary,  neither
the Company nor the Warrant  Agent shall have any  liability  to any holder of a
Warrant  Certificate or other Person as a result of its inability to perform any
of its  obligations  under  this  Agreement  by  reason  of any  preliminary  or
permanent  injunction  or other  order,  decree or  ruling  issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission,  or any statute,  rule, regulation or executive order promulgated
or enacted by any governmental  authority  prohibiting or otherwise  restraining
performance  of such  obligation;  provided  that (i) the  Company  must use its
reasonable  best  efforts  to have any such  order,  decree or ruling  lifted or
otherwise  overturned as soon as possible and (ii) nothing in this Section 15(j)
shall affect the Company's obligation under Section 6(d) to use its best efforts
to have a registration  statement in effect covering the Warrant Shares issuable
upon exercise of the Warrants and to maintain a current  prospectus  relating to
those Warrant Shares.

      (k) Any application by the Warrant Agent for written instructions from the
Company may, at the option of the Warrant Agent, set forth in writing any action
proposed to be taken or omitted by the Warrant  Agent under this  Agreement  and
the date on and/or after which such action shall be taken or such omission shall
be effective.  The Warrant Agent shall not be liable for any action taken by, or
omission of, the Warrant  Agent in accordance  with a proposal  included in such
application on or after the date specified in such application (which date shall
not be less than three  Business  Days after the date any officer of the Company
actually receives such application, unless any such officer shall have consented
in writing to any earlier  date)  unless prior to taking any such action (or the
effective  date in the  case of an  omission),  the  Warrant  Agent  shall  have
received  written  instructions in response to such  application  specifying the
action to be taken or omitted.

      (l) No  provision of this  Agreement  shall  require the Warrant  Agent to
expend or risk its own funds or otherwise  incur any financial  liability in the
performance of any of its duties hereunder or in the exercise of its rights.

      (m) In addition to the foregoing, the Warrant Agent shall be protected and
shall incur no  liability  for, or in respect of, any action taken or omitted by
it in  connection  with its  administration  of this  Agreement  if such acts or
omissions are not the result of the Warrant  Agent's  reckless  disregard of its
duty,  gross  negligence or willful  misconduct and are in reliance upon (i) the
proper execution of the certification  concerning  beneficial ownership


                                     - 17 -
<PAGE>

appended to the form of assignment and the form of the election  attached hereto
unless the Warrant Agent shall have actual  knowledge  that,  as executed,  such
certification  is  untrue,  or (ii)  the  non-execution  of  such  certification
including,  without limitation,  any refusal to honor any otherwise  permissible
assignment or election by reason of such non-execution.

      SECTION 16.  Change of Warrant  Agent.  The Warrant  Agent may at any time
resign as Warrant Agent upon written notice to the Company. If the Warrant Agent
shall become  incapable of acting as Warrant Agent,  the Company shall appoint a
successor  to such  Warrant  Agent.  If the  Company  shall  fail  to make  such
appointment  within a period of 30 days after it has been notified in writing of
such resignation or of such incapacity by the Warrant Agent or by the registered
holder of a  Warrant  Certificate,  then the  registered  holder of any  Warrant
Certificate  or the Warrant Agent may apply,  at the expense of the Company,  to
any court of competent  jurisdiction  for the  appointment of a successor to the
Warrant Agent.  Pending appointment of a successor to such Warrant Agent, either
by the  Company or by such a court,  the duties of the  Warrant  Agent  shall be
carried  out by the  Company.  The  holders  of a  majority  of the  unexercised
Warrants shall be entitled at any time to remove the Warrant Agent and appoint a
successor to such Warrant  Agent.  If a Successor  Warrant  Agent shall not have
been appointed  within 30 days of such removal,  the Warrant Agent may apply, at
the  expense of the  Company,  to any court of  competent  jurisdiction  for the
appointment of a successor to the Warrant  Agent.  Such successor to the Warrant
Agent need not be  approved by the Company or the former  Warrant  Agent.  After
appointment  the  successor  to the Warrant  Agent shall be vested with the same
powers,  rights,  duties and responsibilities as if it had been originally named
as Warrant Agent without  further act or deed; but the former Warrant Agent upon
payment of all fees and expenses due it and its agents and counsel shall deliver
and transfer to the successor to the Warrant Agent any property at the time held
by it hereunder and execute and deliver any further assurance,  conveyance,  act
or deed  necessary for the purpose.  Failure to give any notice  provided for in
this Section 16, however,  or any defect therein,  shall not affect the legality
or validity of the appointment of a successor to the Warrant Agent.

      SECTION 17.  Notices to Company and  Warrant  Agent.  Any notice or demand
authorized by this  Agreement to be given or made by the Warrant Agent or by the
registered  holder of any  Warrant  Certificate  to or on the  Company  shall be
sufficiently  given or made when and if  deposited  in the mail,  first class or
registered,  postage  prepaid,  addressed  (until  another  address  is filed in
writing by the Company with the Warrant Agent), as follows:

                   Alternative Asset Management Acquisition Corp.
                   [                                         ]
                   [                                         ]
                   Fax No.: [                  ]
                   Attention:  Chief Executive Officer

      In case the Company  shall fail to maintain such office or agency or shall
fail to give  such  notice of the  location  or of any  change  in the  location
thereof,  presentations may be made and notices and demands may be served at the
principal corporate trust office of the Warrant Agent.

      Any notice pursuant to this Agreement to be given by the Company or by the
registered  holder(s) of any Warrant  Certificate  to the Warrant Agent shall be
sufficiently given when and if deposited in the mail, first-class or registered,
postage  prepaid,  addressed  (until another  address is filed in writing by the
Warrant Agent with the Company) to the Warrant Agent as follows:

                   Continental Stock Transfer & Trust Company
                   17 Battery Place
                   New York, NY  10004
                   Attention:  Compliance Department

      SECTION 18. Supplements and Amendments.  The Company and the Warrant Agent
may from time to time supplement or amend this Agreement without the approval of
any holders of Warrant Certificates in order to cure any ambiguity or to correct
or  supplement  any  provision  contained  herein  which  may  be  defective  or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions


                                     - 18 -
<PAGE>

arising  hereunder which the Company and the Warrant Agent may deem necessary or
desirable and which shall not in any way  adversely  affect the interests of the
holders of Warrant  Certificates  theretofore  issued.  Upon the  delivery  of a
certificate  from an  appropriate  officer of the Company  which states that the
proposed supplement or amendment is in compliance with the terms of this Section
18,  the  Warrant   Agent  shall   execute   such   supplement   or   amendment.
Notwithstanding  anything in this  Agreement to the contrary,  the prior written
consent of the Warrant Agent must be obtained in connection  with any supplement
or amendment which alters the rights or duties of the Warrant Agent. The Company
and the  Warrant  Agent may amend any  provision  herein with the consent of the
holders of Warrants exercisable for a majority of the Warrant Shares issuable on
exercise of all outstanding Warrants that would be affected by such amendment.

      SECTION 19. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.

      SECTION 20. Termination. This Agreement will terminate on any earlier date
if all Warrants have been exercised or expired without exercise.  The provisions
of Section 15 hereof shall survive such termination.

      SECTION 21.  Governing  Law. This  Agreement and each Warrant  Certificate
issued  hereunder  shall be deemed to be a  contract  made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
internal laws of said State. The parties agree that, all actions and proceedings
arising out of this Agreement or any of the  transactions  contemplated  hereby,
shall be brought in the United States  District Court for the Southern  District
of New York or in a New York State Court in the County of New York and that,  in
connection with any such action or proceeding,  submit to the  jurisdiction  of,
and venue in, such court. Each of the parties hereto also irrevocably waives all
right to trial by jury in any action,  proceeding or counterclaim arising out of
this Agreement or the transactions contemplated hereby.

      SECTION 22. Benefits of This Agreement. Nothing in this Agreement shall be
construed  to give to any  person or  corporation  other than the  Company,  the
Warrant Agent and the registered  holders of the Warrant  Certificates any legal
or equitable  right,  remedy or claim under this  Agreement,  and this Agreement
shall be for the sole and  exclusive  benefit of the Company,  the Warrant Agent
and the registered holders of the Warrant Certificates.

      SECTION 23. Counterparts.  This Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

      SECTION  24.  Force  Majeure.  In no  event  shall  the  Warrant  Agent be
responsible  or  liable  for any  failure  or  delay in the  performance  of its
obligations  under  this  Agreement  arising  out of or caused by,  directly  or
indirectly,  forces beyond its reasonable control,  including without limitation
strikes, work stoppages,  accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or  malfunctions  of  utilities,  communications  or computer  (software or
hardware) services.


                                     - 19 -
<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                  ALTERNATIVE ASSET MANAGEMENT
                                  ACQUISITION CORP.


                                  By:_______________________________
                                  Name:
                                  Title:


                                  CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
                                  Warrant Agent

                                  By:_______________________________
                                  Name:
                                  Title:




                                     - 20 -
<PAGE>


                                   Schedule I
                                   ----------

--------------------------------------------------------------------------------
Sponsor                                           Sponsor Warrants
-------                                           ----------------
--------------------------------------------------------------------------------
Solar Capital, LLC                                    712,000
--------------------------------------------------------------------------------
Hanover Overseas Limited                             1,067,250
--------------------------------------------------------------------------------
STC Investment Holdings LLC                          1,423,000
--------------------------------------------------------------------------------
Jakal Investments, LLC                                712,000
--------------------------------------------------------------------------------
Steven Shenfeld                                       355,000
--------------------------------------------------------------------------------
Mark Klein                                            355,750
--------------------------------------------------------------------------------




                                       1
<PAGE>

                                                                       EXHIBIT A

                                                                [Form of Warrant
                                                                  Certificate]

                                     [Face]

 NUMBER                                                                WARRANTS

_________                                                              _________

               THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
                  5:00 P.M. NEW YORK CITY TIME, _________, 2012

                 ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.
              Incorporated Under the Laws of the State of Delaware

                                                                CUSIP 02149U 119

                               WARRANT CERTIFICATE

      This  Warrant  Certificate  certifies  that  ________________________,  or
registered  assigns,  is  the  registered  holder  of  _________  warrants  (the
"Warrants")  to purchase  shares of Common Stock,  $.0001 par value (the "Common
Stock"),   of  Alternative  Asset  Management   Acquisition  Corp.,  a  Delaware
corporation  (the "Company").  Each Warrant  entitles the holder,  upon exercise
during the period  set forth in the  Warrant  Agreement  referred  to below,  to
purchase from the Company that number of fully paid and non-assessable shares of
Common Stock (each, a "Warrant  Share") as set forth below at the exercise price
(the "Exercise  Price") as determined  pursuant to the Warrant Agreement payable
in lawful money of the United  States of America upon  surrender of this Warrant
Certificate  and  payment of the  Exercise  Price at the office or agency of the
Warrant  Agent,  but only subject to the  conditions set forth herein and in the
Warrant  Agreement.  Defined  terms  used in this  Warrant  Certificate  but not
defined herein shall have the meanings given to them in the Warrant Agreement.

      Each   Warrant   is   initially   exercisable   for  one  fully  paid  and
non-assessable share of Common Stock. The number of Warrant Shares issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.

      The initial  Exercise  Price per share of Common  Stock for any Warrant is
equal to $7.50 per share.  The Exercise Price is subject to adjustment  upon the
occurrence of certain events set forth in the Warrant Agreement.

      Warrants may be exercised only during the Warrant  Exercise Period subject
to the  conditions  set forth in the  Warrant  Agreement  and to the  extent not
exercised by the end of such Warrant  Exercise Period such Warrants shall become
void.

      Reference  is  hereby  made to the  further  provisions  of  this  Warrant
Certificate  set forth on the reverse hereof and such further  provisions  shall
for all purposes have the same effect as though fully set forth at this place.

      This Warrant  Certificate  shall not be valid unless  countersigned by the
Warrant Agent, as such term is used in the Warrant Agreement.

      This Warrant  Certificate  shall be governed and  construed in  accordance
with the internal laws of the State of New York,  without regard to conflicts of
laws principles thereof.

                                         ALTERNATIVE ASSET MANAGEMENT
                                         ACQUISITION CORP.

                                         By:
                                             -----------------------------------
                                             Mark D. Klein



                                       1
<PAGE>


                                             Chief Executive Officer
Countersigned:
Dated:____________, 20__
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent

By:  _______________________________
     Authorized Signatory


                                       2
<PAGE>

                          [Form of Warrant Certificate]

                                    [Reverse]

      The  Warrants  evidenced by this  Warrant  Certificate  are part of a duly
authorized issue of Warrants  entitling the holder on exercise to receive shares
of Common  Stock,  par value  $0.0001  per share,  of the Company  (the  "Common
Stock"), and are issued or to be issued pursuant to a Warrant Agreement dated as
of [_______], 2007 (the "Warrant Agreement"), duly executed and delivered by the
Company to Continental  Stock Transfer & Trust Company,  a New York corporation,
as warrant  agent (the  "Warrant  Agent"),  which  Warrant  Agreement  is hereby
incorporated  by reference in and made a part of this  instrument  and is hereby
referred to for a description of the rights, limitation of rights,  obligations,
duties and  immunities  thereunder  of the  Warrant  Agent,  the Company and the
holders  (the words  "holders"  or "holder"  meaning the  registered  holders or
registered  holder) of the  Warrants.  A copy of the  Warrant  Agreement  may be
obtained by the holder hereof upon written request to the Company. Defined terms
used in this Warrant  Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.

      Warrants may be exercised at any time during the Warrant  Exercise  Period
set forth in the Warrant  Agreement.  The holder of Warrants  evidenced  by this
Warrant Certificate may exercise them by surrendering this Warrant  Certificate,
with the form of election to purchase set forth hereon  properly  completed  and
executed,  together  with  payment of the  Exercise  Price as  specified  in the
Warrant Agreement, at the principal corporate trust office of the Warrant Agent.
In the event that upon any exercise of Warrants  evidenced  hereby the number of
Warrants  exercised  shall be less than the total  number of Warrants  evidenced
hereby, there shall be issued to the holder hereof or his assignee a new Warrant
Certificate evidencing the number of Warrants not exercised. No adjustment shall
be made for any  dividends on any Common Stock  issuable  upon  exercise of this
Warrant.

      Notwithstanding  anything else in this Warrant  Certificate or the Warrant
Agreement,  no Warrant may be  exercised  unless at the time of  exercise  (i) a
registration statement covering the Warrant Shares to be issued upon exercise is
effective under the Act and (ii) a prospectus thereunder relating to the Warrant
Shares is current. In no event shall the Warrants be settled on a net cash basis
during the  Warrant  Exercise  Period nor shall the Company be required to issue
unregistered shares upon the exercise of any Warrant.

      The Warrant Agreement  provides that upon the occurrence of certain events
the  number of  Warrant  Shares  set forth on the face  hereof  may,  subject to
certain conditions, be adjusted. No fractions of a share of Common Stock will be
issued upon the exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant Agreement.

      Warrant  Certificates,  when surrendered at the principal  corporate trust
office of the Warrant  Agent by the  registered  holder  thereof in person or by
legal  representative or attorney duly authorized in writing,  may be exchanged,
in the manner and subject to the limitations  provided in the Warrant Agreement,
but without  payment of any service charge,  for another Warrant  Certificate or
Warrant  Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

      Upon  due  presentation  for  registration  of  transfer  of this  Warrant
Certificate  at the office of the  Warrant  Agent a new Warrant  Certificate  or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection therewith.

      The  Company  and the  Warrant  Agent may deem and  treat  the  registered
holder(s)  thereof  as  the  absolute  owner(s)  of  this  Warrant   Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone),  for the purpose of any exercise  hereof,  of any  distribution  to the
holder(s)  hereof,  and for all other purposes,  and neither the Company nor the
Warrant  Agent  shall be  affected  by any notice to the  contrary.  Neither the
Warrants nor this Warrant  Certificate  entitles any holder hereof to any rights
of a stockholder of the Company.


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<PAGE>

                              Election to Purchase

                    (To Be Executed Upon Exercise Of Warrant)

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented by this Warrant Certificate,  to receive __________ shares of Common
Stock and herewith  tenders  payment for such shares to the order of Alternative
Asset Management  Acquisition  Corp. in the amount of $______ in accordance with
the terms hereof. The undersigned requests that a certificate for such shares be
registered    in   the   name   of    ________________,    whose    address   is
____________________________    and   that   such   shares   be   delivered   to
_________________ whose address is  ___________________________.  If said number
of shares is less than all of the shares of Common Stock purchasable  hereunder,
the  undersigned  requests  that  a new  Warrant  Certificate  representing  the
remaining  balance of such shares be registered  in the name of  ______________,
whose address is  _______________________,  and that such Warrant Certificate be
delivered to __________________, whose address is _____________________.


Dated: __________________

                                         _______________________________________
                                         (SIGNATURE)

                                         _______________________________________
                                         _______________________________________
                                         _______________________________________
                                         (ADDRESS)

                                         _______________________________________
                                         (TAX IDENTIFICATION NUMBER)


Signatures(s) Guaranteed:

__________________________
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE  GUARANTEE  MEDALLION  PROGRAM,  PURSUANT TO
S.E.C. RULE 17Ad-15).



                                       2
<PAGE>




                                                                       EXHIBIT B

                                     LEGEND

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE OFFERED,  SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION  FROM  REGISTRATION  IS AVAILABLE.  IN ADDITION,  THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT  IS 30  DAYS  AFTER  THE  DATE  UPON  WHICH  ALTERNATIVE  ASSET  MANAGEMENT
ACQUISITION CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN SECTION 5 OF THE WARRANT  AGREEMENT  REFERRED TO HEREIN)  EXCEPT TO A
PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING
WITH THE  COMPANY  TO BE  SUBJECT  TO SUCH  TRANSFER  PROVISIONS  AND MAY NOT BE
EXERCISED DURING SUCH PERIOD.  FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH
TRANSFER  RESTRICTIONS,  THEY WILL BE HELD IN AN ESCROW  ACCOUNT  MAINTAINED  BY
CONTINENTAL  STOCK  TRANSFER & TRUST  COMPANY AS ESCROW  AGENT  UNDER THE ESCROW
AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).

SECURITIES  EVIDENCED  BY THIS  CERTIFICATE  AND  SHARES OF COMMON  STOCK OF THE
COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

No. _____                                                       _______ Warrants



                                       1