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 




 
	 	
	 













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	
      - 6 -

    	 
	
      (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	
      - 8 -

    	 
	
      (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	
      - 19 -

    	 
			
	Exhibit A	 	Form of Warrant Certificate
	Exhibit B	 	Legend





 
	 	
	 














        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 23,000,000  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  




 
	 	
	 














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 the
 [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,  





 
	 	
-2-	 















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  closing  of the sale of the 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)  








 
	 	
-3-	 














	  	
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. 





 
	 	
-4-	 















        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  that is not a Sponsors’ Warrant.
 In the event that the Sponsors’  Warrants are exercised at a time when the Public
 Warrants  cannot be exercised  pursuant to this  paragraph  (d), any Warrant  Shares
 received  upon  exercise may only be  transferred  to Permitted Transferees who agree in
writing to be bound by similar restrictions on transfer until  such  time as the  Public
 Warrants  may be  exercised  pursuant  to this paragraph (d). 



        (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. 





 
	 	
-5-	 














        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 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.





 
	 	
-6-	 














        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 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.  








 
	 	
-7-	 













	 	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 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: 




 
	 	
-8-	 














	 	N’    =    N    x
              A    	 
	 	               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 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. 







 
	 	
-9-	 














	 	         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. 






	 	         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: 

	
      N' = N0 x 

    	AC + (SP'
< OS')
      
      

    	 
	      OS0 x SP'	 




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; 






	 	         Os0 =  	  	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. 








 
	 	
-10-	 














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



        (g)
Consideration Received. 



        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. 




 
	 	
-11-	 














        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. 



        (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 





 
	 	
-12-	 














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 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: 

	
      E’ = E x 

    	            N
      

    	 
	            N’ 
	 



        where: 




 
	 	
-13-	 














	 	                  E’ =  	  	the
adjusted Exercise Price. 






	 	                  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: 




 
	 	
-14-	 














        (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 



        (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. 




 
	 	
-15-	 














        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
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  




 
	 	
-16-	 















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. 



        (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. 



        ()
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. 




 
	 	
-17-	 














        (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 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 








 
	 	
-18-	 














        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
 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-	 














        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-	 















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 
	
      

    







 
	 	
	 














 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 411192 115 



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
                                                                  

             Chief Executive Officer

        

        

    





 
	 	
2	 
















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



By:
                                             __________________________

        Authorized Signatory 





 
	 	
3	 














[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. 




 
	 	
4	 
















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  Hanover - STC  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). 





 
	 	
	 














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