<PAGE>


                                                                    EXHIBIT 10.4

                                                               EXECUTION VERSION

                                WARRANT AGREEMENT

                                 by and between

                              ACP HOLDING COMPANY

                                       and

                              THE BANK OF NEW YORK

                                as Warrant Agent

                                    For up to
                               38,000,000 Warrants

                           Dated as of October 8, 2003

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
Article 1     DEFINITIONS ..............................................................................    1
Article 2     ISSUANCE OF WARRANTS .....................................................................    4
        2.1   Initial Issuance .........................................................................    4
        2.2   Initial Share Amount .....................................................................    4
        2.3   Form of Warrant Certificates .............................................................    4
        2.4   Execution of Warrant Certificates ........................................................    4
        2.5   Countersignature of Warrant Certificates .................................................    4
        2.6   Tax Treatment ............................................................................    5
Article 3     EXERCISE PERIOD ..........................................................................    5
Article 4     EXERCISE OF WARRANTS .....................................................................    5
        4.1   The Exercise Price .......................................................................    5
        4.2   Manner of Exercise .......................................................................    6
        4.3   When Exercise Effective ..................................................................    6
        4.4   Delivery of Certificates, Etc ............................................................    6
        4.5   Fractional Shares ........................................................................    7
        4.6   Contingent Exercise ......................................................................    7
Article 5     ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE ...    8
        5.1   Adjustment for Change in Capital Stock ...................................................    8
        5.2   Distributions ............................................................................    8
        5.3   Adjustments for Mergers and Consolidations ...............................................    9
        5.4   No De Minimis Adjustments; Calculation to Nearest Cent and One-hundredth of Share ........    9
        5.5   Notice of Adjustment; Warrant Agent's Disclaimer .........................................    9
        5.6   Other Notices ............................................................................   10
        5.7   No Change in Warrant Terms on Adjustment .................................................   10
        5.8   Other Adjustments ........................................................................   10
        5.9   Other Events .............................................................................   10
Article 6     MERGER, CONSOLIDATION, ETC ...............................................................   11
Article 7     NOTIFICATION OF CERTAIN EVENTS ...........................................................   11
        7.1   Corporate Action .........................................................................   11
</TABLE>

                                       i
<PAGE>


<TABLE>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>

        7.2   Available Information ...................................................................    12
Article 8     RESERVATION OF STOCK ....................................................................    12
Article 9     LOSS OR MUTILATION ......................................................................    13
Article 10    WARRANT REGISTRATION ....................................................................    13
        10.1  Registration ............................................................................    13
        10.2  Transfer or Exchange ....................................................................    13
        10.3  Valid and Enforceable ...................................................................    14
        10.4  Endorsement .............................................................................    14
        10.5  No Service Charge .......................................................................    14
        10.6  Treatment of Holders of Warrant Certificates ............................................    14
        10.7  Cancellation ............................................................................    14
Article 11    WARRANT AGENT ...........................................................................    14
        11.1  Obligations Binding .....................................................................    14
        11.2  No Liability ............................................................................    15
        11.3  Instructions ............................................................................    15
        11.4  Agents ..................................................................................    15
        11.5  Cooperation .............................................................................    16
        11.6  Agent Only ..............................................................................    16
        11.7  Right to Counsel ........................................................................    16
        11.8  Compensation ............................................................................    16
        11.9  Accounting ..............................................................................    17
        11.10 No Conflict .............................................................................    17
        11.11 Resignation; Termination ................................................................    17
        11.12 Change of Warrant Agent .................................................................    18
        11.13 Successor Warrant Agent .................................................................    18
Article 12    REMEDIES, ETC ...........................................................................    18
Article 13    MISCELLANEOUS ...........................................................................    19
        13.1  Notices .................................................................................    19
        13.2  Governing Law and Consent to Forum ......................................................    19
        13.3  Benefits of this Agreement ..............................................................    20
        13.4  Agreement of Holders of Warrant Certificates ............................................    20
        13.5  Counterparts ............................................................................    20
</TABLE>

                                       ii
<PAGE>


<TABLE>
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<S>                                                                                                       <C>
        13.6  Amendments ..............................................................................    20
        13.7  Consent to Jurisdiction .................................................................    20
        13.8  Headings ................................................................................    21

EXHIBITS

Exhibit A: Form of Warrant Certificate ................................................................   A-1
</TABLE>

                                       iii

<PAGE>


                                                               EXECUTION VERSION

                                WARRANT AGREEMENT

      THIS WARRANT AGREEMENT is made and entered into as of October 8, 2003 by
and between ACP Holding Company, a Delaware corporation (the "COMPANY"), and The
Bank of New York, a New York banking corporation, as Warrant Agent (the "WARRANT
AGENT").

                                   WITNESSETH:

      WHEREAS, in connection with the financial restructuring of the Company,
pursuant to the Joint Prepackaged Plan of Reorganization of the Company, NFC
Castings, Inc., Neenah Foundry Company ("NEENAH") and certain of its
subsidiaries, dated as of July 1, 2003, including the Plan supplement and other
supplements, appendices and schedules to the Plan, in each case, as amended or
supplemented on or before the Effective Date (the "PLAN"), the Company is
issuing warrants which are exercisable to purchase up to 38,000,000 shares of
Common Stock (as defined herein), subject to adjustment as provided herein (the
"WARRANTS"), to the holders of certain allowed claims against Neenah (the
"CLAIMS"), in the amounts set forth next to their names in Schedule I hereto, in
partial exchange for such Claims and in accordance with the Plan;

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

      WHEREAS, the Company desires to enter into this Agreement to set forth the
terms and conditions of the Warrants and the rights of the holders thereof;

      NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements set forth herein, the Company and the Warrant Agent hereby
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      As used herein, the following terms have the following respective
meanings:

      "Agreement" means this Warrant Agreement, as the same may be amended or
modified from time to time hereafter.

<PAGE>


      "Bankruptcy Court" means the United States Bankruptcy Court for the
District of Delaware that has jurisdiction of the chapter 11 case of the Company
under title 11 of the United States Code.

      "Business Day" means any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in New York City, New York are authorized
or required by law to be closed; provided, that, in determining the period
within which certificates or Warrants are to be issued and delivered at a time
when shares of Common Stock (or Other Securities) are listed or admitted to
trading on any national securities exchange or in the over-the-counter market
and in determining the Fair Value of any securities listed or admitted to
trading on any national securities exchange or in the over-the-counter market,
"Business Day" shall mean any day when the principal exchange on which such
securities are then listed or admitted to trading is open for trading or, if
such securities are traded in the over-the-counter market in the United States,
such market is open for trading; and provided, further, that any reference in
this Agreement to "days" (unless Business Days are specified) shall mean
calendar days.

      "Claims" has the meaning specified in the recitals hereto.

      "Commission" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act of 1933, as amended,
or the Exchange Act, whichever is the relevant statute for the particular
purpose.

      "Common Stock" means the Company's Common Stock, par value $0.01 per
share.

      "Company" has the meaning specified in the preamble hereof.

      "Effective Date" means the date on which the Plan became effective.

      "Exchange Act" means the Securities Exchange Act of 1934, or any successor
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be amended and in effect at the time. Any reference herein to
a particular section of the Securities Exchange Act of 1934 shall include a
reference to the comparable section, if any, of any such successor Federal
statute.

      "Exercise Period" means the period commencing on the Effective Date (as
defined in the Plan) and ending at 5:00 P.M., New York time, on the tenth
anniversary of the Effective Date.

      "Exercise Price" has the meaning specified in Section 4.1 hereof.

      "Fair Value" means (i) with respect to Common Stock or any Other Security,
in each case, if such security is listed on one or more stock exchanges or
quoted on the National Market System or Small Cap Market of NASDAQ (in either
case, the "NASDAQ Market"), the average of the closing or last reported sales
prices of a share of Common Stock or, if an Other Security in the minimum
denomination in which such security is traded, on the primary national or
regional stock exchange on which such

                                       2
<PAGE>


security is listed or on the NASDAQ Market if quoted thereon or (ii) if the
Common Stock or Other Security, as the case may be, is not so listed or quoted
but is traded in the over-the-counter market (other than the NASDAQ Market), the
average of the closing bid and asked prices of a share of such Common Stock or
Other Security, in each case quoted for the 30 Business Days (or such lesser
number of Business Days as such Common Stock (or Other Security) shall have been
so listed, quoted or traded) next preceding the date of measurement; provided,
however, that if no such sales price or bid and asked prices have been quoted
during the preceding 30-day period or there is otherwise no established trading
market for such security, then "Fair Value" means the value of such Common Stock
or Other Security as determined reasonably and in good faith by the Board of
Directors of the Company. Anything herein to the contrary notwithstanding, in
case the Company shall issue any shares of Common Stock, rights, options, or
Other Securities in connection with the acquisition by the Company of the stock
or assets of any other Person or the merger of any other Person into the
Company, the Fair Value of the Common Stock or Other Securities so issued shall
be determined as of the date the number of shares of Common Stock, rights,
options or Other Securities was determined (as set forth in a written agreement
between the Company and the other party to the transaction) rather than on the
date of issuance of such shares of Common Stock, rights, options or Other
Securities.

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company.

      "Original Issue Date" means the Effective Date.

      "Other Securities" or "Other Security" means any stock (other than Common
Stock) and other securities of the Company or any other Person (corporate or
otherwise) that the holders of the Warrants at any time shall be entitled to
receive or shall have received, upon the exercise of the Warrants, in lieu of or
in addition to Common Stock, or that at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities.

      "Other Shares" has the meaning specified in Section 5.2 hereof.

      "Person" means any individual, partnership, association, joint venture,
corporation, limited liability company, business trust, unincorporated
organization, government or department, agency or subdivision thereof, or other
person or entity, and shall include any successor (by merger or otherwise) of
any such Person.

      "Plan" has the meaning specified in the recitals hereto.

      "Warrant Agent" has the meaning specified in the preamble hereof.

      "Warrant Certificates" has the meaning specified in Section 2.3 hereof.

      "Warrants" has the meaning set forth in the recitals hereto.

                                       3
<PAGE>

                                    ARTICLE 2

                              ISSUANCE OF WARRANTS

      2.1 Initial Issuance. On the date hereof (the "ORIGINAL ISSUE DATE"), the
Company shall, pursuant to the Plan, deliver to the Company's disbursing agent
under the Plan for re-distribution to the holders of the certain claims against
the Company a global certificate for an aggregate of up to 38,000,000 Warrants.

      2.2 Initial Share Amount. The number of shares of Common Stock available
to be purchased upon exercise of the Warrants shall be one share of Common Stock
for each exercised Warrant, subject to adjustments from and after the Original
Issue Date as provided in Article 5 of this Agreement.

      2.3 Form of Warrant Certificates. The Warrants shall be evidenced by
certificates substantially in the form attached hereto as Exhibit A (the
"WARRANT CERTIFICATES") or may, if the Company so directs, be issued in
book-entry form. Each Warrant Certificate shall be dated as of the Original
Issue Date or, in the event of a division, exchange, substitution or transfer of
any of the Warrants, on the date of such event. The Warrant Certificate may have
such further legends and endorsements stamped, printed, lithographed or engraved
thereon as the Company may deem appropriate (which do not affect the rights,
duties or responsibilities of the Warrant Agent) and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation pursuant thereto or with any
applicable rule or regulation of any securities exchange, market or trading
facility on which the Warrants may be listed or admitted for trading.

      2.4 Execution of Warrant Certificates. Warrant Certificates shall be
executed on behalf of the Company by its President and Chief Executive Officer
or Vice President -- Finance, Treasurer, Secretary and Chief Financial Officer,
either manually or by facsimile signature printed thereon. In case any such
officer of the Company whose signature shall have been placed upon any Warrant
Certificate shall cease to be such officer of the Company before
countersignature by the Warrant Agent or issuance and delivery thereof, such
Warrant Certificate nevertheless may be countersigned by the Warrant Agent and
issued and delivered with the same force and effect as though such person had
not ceased to be such officer of the Company.

      The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any Person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose.

      2.5 Countersignature of Warrant Certificates. Upon the execution of this
Agreement, the Company will execute and deliver to the Warrant Agent one or more
Warrant Certificates representing the number of Warrants issued pursuant to the
Plan. Upon receipt of written instructions from an authorized signatory of the
Company, Warrant Certificates shall be manually countersigned by an authorized
signatory of the Warrant Agent and shall not be valid for any purpose unless so
countersigned. Such

                                       4
<PAGE>


manual countersignature shall constitute conclusive evidence of such
authorization. No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the manual signature of the Warrant Agent. The Warrant
Agent is hereby authorized to countersign, in accordance with the provisions of
this Section 2.5, and deliver any new Warrant Certificates, as directed in
writing by the Company pursuant to Section 2.1 and as and when directed in
writing by the Company pursuant to the provisions of Articles 9 and 10. Each
Warrant Certificate shall, when manually countersigned by an authorized
signatory of the Warrant Agent, entitle the registered holder thereof to
exercise the rights as the holder of the number of Warrants set forth thereon,
subject to the provisions of this Agreement.

      2.6 Tax Treatment.

      (a) The Company and Neenah have determined that the Warrants issued hereby
are part of an investment unit within the meaning of Section 1273(c)(2) of the
Internal Revenue Code of 1986, as amended (the "CODE"), which includes Neenah's
11 % Second Secured Notes due 2010 (the "NOTES"). Notwithstanding anything to
the contrary contained herein, the Company and Neenah have further determined
for United States federal, state and local income tax purposes, with respect to
such an investment unit with a principal amount of $1,000, the "issue price" of
the Warrants and the Notes equals $1.34 and $915.36, respectively.

      (b) For U.S. federal, state and local income tax purposes, the Company and
Neenah intend that the issuance of the Warrants in partial exchange for Claims
(against Neenah) pursuant to the Plan be governed by Section 1.1032-3 of the
U.S. Treasury Regulations, so that Neenah is deemed to have acquired the
Warrants from the Company immediately before it distributes the Warrants to the
holders of Claims in partial exchange for such Claims.

                                    ARTICLE 3

                                 EXERCISE PERIOD

      Each Warrant shall entitle the holder thereof to purchase from the Company
one (1) share of Common Stock (subject to the adjustments provided herein), at
any time during the Exercise Period. Any Warrant not exercised during the
Exercise Period shall become null and void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under the Warrant Certificate or
this Agreement shall cease.

                                    ARTICLE 4

                              EXERCISE OF WARRANTS

      4.1 The Exercise Price. The exercise price of each Warrant is $0.01 per
share of Common Stock (the "EXERCISE PRICE"). The Exercise Price is subject to
adjustment pursuant to Article 5 hereof.

                                       5
<PAGE>


      4.2 Manner of Exercise. (a) During the Exercise Period, all or any whole
number of Warrants represented by a Warrant Certificate may be exercised by the
registered holder thereof during normal business hours on any Business Day, by
surrendering such Warrant Certificate, with the subscription form set forth
therein duly completed and executed by such holder, by hand, by overnight
courier or by mail to the Warrant Agent at its office addressed to The Bank of
New York, 101 Barclay Street, Floor 8W, New York, New York 10286, Attn:
Corporate Trust Administration. Such Warrant Certificate shall be accompanied by
payment in full in respect of each Warrant that is exercised, which shall be
made by certified or official bank or bank cashier's check payable to the order
of the Company, or by wire transfer of immediately available funds to an account
designated by the Warrant Agent for the benefit of the Company, except as
otherwise provided herein. Such payment shall be in an amount equal to the
product of the number of shares of Common Stock (without giving effect to any
adjustment therein) designated in such subscription form multiplied by the
Exercise Price for the Warrants being exercised (plus such additional
consideration as may be provided herein). Upon such surrender and payment prior
to the expiration of the Exercise Period, such holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, registered,
fully paid and nonassessable shares of Common Stock (or Other Securities)
determined as provided in Articles 2 and 3, and as and if adjusted pursuant to
Article 5.

      4.3 When Exercise Effective. Each exercise of any Warrant pursuant to
Section 4.2 shall be deemed to have been effected immediately prior to the close
of business on the Business Day on which the Warrant Certificate representing
such Warrant, duly executed, with accompanying payment, shall have been
delivered as provided in Section 4.2, and at such time the Person or Persons in
whose name or names the certificate or certificates for Common Stock (or Other
Securities) shall be issuable upon such exercise as provided in Section 4.4
shall be deemed to have become the holder or holders of record thereof.

      4.4 Delivery of Certificates. Etc. (a) As promptly as practicable after
the exercise of any Warrant, and in any event within three (3) Business Days
thereafter, the Company at its expense (other than as to payment of taxes or
governmental charges which will be paid by the holder) will cause to be issued
and delivered to such holder, or as such holder may otherwise direct in writing
(subject to Article 11),

            (i)   a certificate or certificates for the number of shares of
                  Common Stock (or Other Securities) to which such holder is
                  entitled, and

            (ii)  if less than all the Warrants represented by a Warrant
                  Certificate are exercised, a new Warrant Certificate or
                  Certificates of the same tenor and for the aggregate number of
                  Warrants that were not exercised, executed and countersigned
                  in accordance with Sections 2.4 and 2.5.

                                       6
<PAGE>


      (b) The Warrant Agent shall countersign any new Warrant Certificate,
register it in such name or names as may be directed in writing by such holder,
and shall deliver it to the Person entitled to receive the same in accordance
with this Section 4.4. The Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrant Certificates executed on behalf of the
Company for such purpose.

      (c) Upon any exercise of Warrants, the Warrant Agent shall, from time to
time, as promptly as practicable, advise the Treasurer of the Company or his or
her designee of (i) the number of Warrants exercised, (ii) the instruction of
each holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the Common Stock to which such holder is entitled upon such
exercise, (iii) the timing of delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise, and (iv) such
other information as the Company shall reasonably require.

      (d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Common Stock to a Person other than a registered
holder; and in the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Warrant Certificate or share of Common
Stock until such tax or other charge shall have been paid or it has been
established to the Company's reasonable satisfaction that no such tax or other
charge is due. The Warrant Agent shall have no duty or obligation under this
Section 4 or any other similar provision of this Agreement unless and until it
is satisfied that all such taxes and/or governmental charges have been paid in
full.

      4.5 Fractional Shares. No fractional shares of Common Stock (or Other
Securities) shall be issued upon the exercise of any Warrant. If more than one
Warrant Certificate shall be delivered for exercise at one time by the same
holder, the number of full shares or securities that shall be issuable upon
exercise shall be computed on the basis of the aggregate number of Warrants
exercised. As to any fraction of a share of Common Stock (or Other Securities),
the Company shall pay a cash adjustment in respect thereto in an amount equal to
the product of the Fair Value per share of Common Stock (or Other Securities) as
of the Business Day next preceding the date of such exercise multiplied by such
fraction of a share. The Warrant Agent shall have no duty or obligation under
this Section 4.5 (including but not limited to the payment, calculation or
valuation of any fraction of a share of Common Stock) unless and until the
Company has provided or caused to be provided to the Warrant Agent sufficient
cash necessary to satisfy the Company's obligations with respect to any fraction
of a share of Common Stock.

      4.6 Contingent Exercise. Each holder shall have the right to exercise its
Warrants contingent upon and subject to the effectiveness of a registration
statement relating to the shares of Common Stock available to be purchased upon
exercise of such holder's Warrants.

                                       7
<PAGE>


                                    ARTICLE 5

                    ADJUSTMENT OF THE AMOUNT OF COMMON STOCK
                  ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE

      5.1 Adjustment for Change in Capital Stock. If the Company shall (i)
declare or pay a dividend on its outstanding shares of Common Stock or make a
distribution to holders of its Common Stock, in either case in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
then the number of shares of Common Stock issuable for each Warrant shall be
proportionally increased or decreased, as applicable, and the Exercise Price in
effect immediately prior thereto shall be proportionally decreased or increased,
as applicable, so that the holder of any Warrants thereafter exercised shall be
entitled to receive the number and kind of shares of Common Stock or other
securities that the holder would have owned or been entitled to receive after
the happening of any of the events described above had such Warrants been
exercised immediately prior to the happening of such event or any record date
with respect thereto. Each adjustment made pursuant to this Section 5.1 shall
become effective on the date of the dividend payment, subdivision, combination
or issuance retroactive to the record date with respect thereto, if any, for
such event. All such adjustments shall be made successively.

      5.2 Distributions. If after the date hereof the Company shall distribute
to all holders of its shares of Common Stock evidences of its indebtedness,
shares of another class of capital stock other than Common Stock ("OTHER
SHARES"), assets (excluding cash distributions made as a dividend payable out of
earnings or out of surplus legally available for dividends under the laws of the
jurisdiction of incorporation of the Company) or rights to subscribe to shares
of Common Stock, then in each such case, unless the Company elects to reserve
such indebtedness, assets, rights or shares for distribution to each holder of a
Warrant upon the exercise of the Warrants so that such holder will receive upon
such exercise, in addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of such indebtedness, assets, rights or shares
which such holder would have received if such holder had, immediately prior to
the record date for the distribution of such indebtedness, assets, rights or
shares, exercised the Warrants and received Common Stock, the Exercise Price in
effect immediately prior to such distribution shall be decreased to an amount
determined by multiplying such Exercise Price by a fraction, the numerator of
which is the Fair Value of a share of the Common Stock at the date of such
distribution less the fair value of the evidences of indebtedness, Other Shares,
assets or subscription rights as the case may be, so distributed (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be conclusive, and described in a reasonably detailed statement filed with
the Warrant Agent) and the denominator of which is the Fair Value of a share of
Common Stock at such date. Such adjustment shall be made whenever any such
distribution is made, and shall become effective retroactively on the date

                                       8
<PAGE>


immediately after the record date for the determination of stockholders entitled
to receive such distribution.

      5.3 Adjustments for Mergers and Consolidations. In case the Company, after
the date hereof, shall merge or consolidate (other than a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any change in the shares of Common Stock) with another Person,
then, in the case of any such transaction, proper provision shall be made so
that, upon the basis and terms and in the manner provided in this Agreement, the
holders of the Warrants, upon the exercise thereof at any time after the
consummation of such transaction (subject to the Exercise Period), shall be
entitled to receive (at the aggregate Exercise Price in effect at the time of
the transaction for all Common Stock or Other Securities issuable upon such
exercise immediately prior to such consummation), in lieu of the Common Stock or
Other Securities issuable upon such exercise prior to such consummation, the
greatest amount of securities, cash or other property to which such holder would
have been entitled as a holder of Common Stock (or Other Securities) upon such
consummation if such holder had exercised the rights represented by the Warrants
held by such holder immediately prior thereto.

      5.4 No De Minimis Adjustments; Calculation to Nearest Cent and
One-hundredth of Share. No adjustment in the Exercise Price shall be required
under this Article 5 unless such adjustment would require an increase or
decrease of at least one percent (1%) of such price. All calculations under this
Article 5 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

      5.5 Notice of Adjustment; Warrant Agent's Disclaimer. (a) Whenever the
Exercise Price and securities issuable shall be adjusted as provided in this
Article 5, the Company shall forthwith file with the Warrant Agent a statement,
signed by the President and Chief Executive Officer or Vice President --
Finance, Treasurer, Secretary and Chief Financial Officer of the Company,
stating in detail the facts and computations requiring such adjustment, the
method of calculation thereof, the Exercise Price that will be effective after
such adjustment and the impact of such adjustment on the number and kind of
securities issuable upon exercise of the Warrants. The Company shall also cause
the Warrant Agent to mail (first class, postage prepaid) a notice setting forth
any such adjustments to each registered holder of Warrants at its last address
appearing on the Warrant register.

      (b) Except as provided in paragraph (a) above, the Warrant Agent shall
have no duty with respect to any statement filed with it except to keep the same
on file and available for inspection by registered holders of Warrants during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any holder of a Warrant to determine whether any facts
exist which may require any adjustment to the Exercise Price or securities
issuable, or with respect to the nature or extent of any adjustment of the
Exercise Price or securities issuable when made or with respect to the method
employed in making such adjustment. The Warrant Agent shall not be responsible
for the Company's failure to comply with any provision of this Article 5. The
Warrant Agent shall have no duty or obligation with respect to this Article 5
unless

                                       9
<PAGE>


and until it has received specific instructions (and sufficient cash, if
required) from the Company with respect to its duties and obligations under such
Article.

      5.6 Other Notices. In case the Company after the date hereof shall propose
to take any action of the type described in Section 5.1 or 5.2 of this Article
5, the Company shall give notice to the Warrant Agent and to each registered
holder of a Warrant in the manner set forth in Section 5.5 of this Article 5,
which notice shall specify the date on which a record shall be taken with
respect to any such action. Such notice shall be given at least ten (10) days
prior to the record date with respect thereto. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of any such
action. Where appropriate, such notice may be given in advance and may be
included as part of a notice required to be mailed under the provision of
Section 5.5 of this Article 5.

      5.7 No Change in Warrant Terms on Adjustment. Irrespective of any
adjustments in the Exercise Price or the number of shares of Common Stock (or
any inclusion of Other Securities) issuable upon exercise, Warrants theretofore
or thereafter issued may continue to express the same prices and number of
shares as are stated in the similar Warrants issuable initially, or at some
subsequent time, pursuant to this Agreement, and the Exercise Price and such
number of shares issuable upon exercise specified thereon shall be deemed to
have been so adjusted.

      5.8 Other Adjustments. After taking into account the provisions of this
Article 5, the Company shall be entitled, but not required, to make such
reductions in the Exercise Price, in addition to those required by Section 5.2,
as it shall determine to be advisable in order that any dividend in or
distribution of shares of Common Stock or shares of capital stock or any class
other than Common Stock, subdivision, reclassification or combination of shares
of Common Stock, issuance of rights or warrants, or any other transaction having
similar effect, shall not be treated as a distribution of property by the
Company to its shareholders under Section 305 of the Internal Revenue Code of
1986, as amended, or any successor provision and shall not be taxable to any
stockholder or holder of Warrants for federal, state or local income tax
purposes.

      5.9 Other Events. If any event occurs that would adversely affect each
holder's rights but not expressly provided for by this Section (including,
without limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features), then the Company's Board of
Directors will make an appropriate adjustment in the Exercise Price so as to
protect each holder's rights; provided, however, that no such adjustment will
increase the Exercise Price or decrease the number of shares of Common Stock
obtainable as otherwise determined pursuant to this Section 5.9.

                                       10
<PAGE>


                                    ARTICLE 6

                           MERGER, CONSOLIDATION, ETC.

      Notwithstanding anything contained herein to the contrary, the Company
will not effect a merger or consolidation unless, prior to the consummation of
such transaction, each Person (other than the Company) which may be required to
deliver any Common Stock, Other Securities, securities, cash or property upon
the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to the Warrant Agent, the obligations of the Company under
this Agreement and under each of the Warrants, including, without limitation,
the obligation to deliver such shares of Common Stock, Other Securities, cash or
property as may be required pursuant to Article 5 hereof or the certificate or
articles of incorporation or other constituent document, and shall provide for
adjustments equivalent to the adjustments provided for in Article 5 hereof.

                                    ARTICLE 7

                         NOTIFICATION OF CERTAIN EVENTS

      7.1 Corporate Action. In the event of:

      (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend (excluding cash distributions made as a dividend payable
out of earnings or out of surplus legally available for dividends under the laws
of the jurisdiction of incorporation of the Company) or other distribution of
any kind, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right or interest of any kind; or

      (b) (i) any capital reorganization of the Company, (ii) any
reclassification of the capital shares of the Company (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 split-up or combination), (iii) the consolidation or merger of
the Company with or into any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any change in the shares of Common Stock), (iv) the sale or transfer
of the properties and assets of the Company as, or substantially as, an entirety
to another Person, or (v) an exchange offer for Common Stock (or Other
Securities); or

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

the Company shall cause to be filed with the Warrant Agent and mailed to each
holder of a Warrant a notice specifying (x) the date or expected date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of any such dividend, distribution or right,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend,

                                       11
<PAGE>


distribution, or right are to be determined, and the amount and character of
such dividend, distribution or right, or (y) the date or expected date on which
any such reorganization, reclassification, consolidation, merger, sale,
transfer, exchange offer, dissolution, liquidation or winding up is expected to
become effective, and the time, if any such time is to be fixed, as of which
holders of record of Common Stock (or Other Securities) shall be entitled to
exchange their shares of Common Stock (or Other Securities) for the securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation
or winding up. Such notice shall be delivered not less than twenty (20) days
prior to such date therein specified, in the case of any such date referred to
in clause (x) of the preceding sentence, and not less than thirty (30) days
prior to such date therein specified, in the case of any such date referred to
in clause (y) of the preceding sentence. Failure to give such notice within the
time provided or any defect therein shall not affect the legality or validity of
any such action.

      7.2 Available Information. The Company shall promptly file with the
Warrant Agent copies of its annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that the Company, in each
case, is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act. If the Company is not required to make such filings, the
Company shall promptly deliver to the Warrant Agent copies of any annual,
quarterly or other reports and financial statements that are generally provided
to holders of equity or debt securities of the Company (other than bank or
similar institutional debt) in their capacity as holders of such securities.
Delivery of such reports, information and documents to the Warrant Agent is for
informational purposes only and the Warrant Agent's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Warrant Agent is
entitled to rely exclusively on Officers' Certificates).

                                    ARTICLE 8

                              RESERVATION OF STOCK

      The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock (or out of
authorized Other Securities), solely for issuance and delivery upon exercise of
Warrants, the full number of shares of Common Stock (and Other Securities) from
time to time issuable upon the exercise of all Warrants and any other
outstanding warrants, options or similar rights, from time to time outstanding.
All shares of Common Stock (and Other Securities) shall be duly authorized and,
when issued upon such exercise, shall be duly and validly issued, and (in the
case of shares) fully paid and nonassessable, and free from all taxes, liens,
charges, security interests, encumbrances and other restrictions created by or
through the Company.

                                       12
<PAGE>


                                    ARTICLE 9

                               LOSS OR MUTILATION

      Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of an indemnity bond reasonably
satisfactory to them in form or amount, and (in the case of mutilation) upon
surrender and cancellation thereof, then, in the absence of written notice to
the Company or the Warrant Agent that the Warrants represented thereby have been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Warrant Agent and, upon the Company's request, an authorized signatory of the
Warrant Agent shall manually countersign and deliver, to the registered holder
of the lost, stolen, destroyed or mutilated Warrant Certificate, in exchange for
or in lieu thereof, a new Warrant Certificate of the same tenor and for a like
aggregate number of Warrants. Upon the issuance of any new Warrant Certificate
under this Article 9, the Company may require the payment of a sum sufficient to
cover any stamp tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the reasonable fees and expenses of
the Warrant Agent) in connection therewith. Every new Warrant Certificate
executed and delivered pursuant to this Article 9 in lieu of any lost, stolen or
destroyed Warrant Certificate shall be entitled to the same benefits of this
Agreement equally and proportionately with any and all other Warrant
Certificates, whether or not the allegedly lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone. The provisions of this
Article 9 are exclusive and shall preclude (to the extent lawful) all other
rights or remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.

                                   ARTICLE 10

                              WARRANT REGISTRATION

      10.1 Registration. The Warrant Certificates shall be issued in registered
form only and shall be registered in the names of the record holders of the
Warrant Certificates to whom they are to be delivered (any such delivery to a
registered holder of a Warrant will be at its last address as shown on the
register of the Company). The Warrant Agent shall maintain or cause to be
maintained a register in which, subject to such reasonable regulations as it may
prescribe, the Warrant Agent shall provide for the registration of Warrants and
of transfers or exchanges of Warrant Certificates as provided in this Agreement.
Such register shall be maintained at the office of the Warrant Agent located at
the respective address therefor as provided in Section 13.1. Such register shall
be open for inspection upon notice at all reasonable times by the Warrant Agent
and each holder of a Warrant.

      10.2 Transfer or Exchange. At the option of the holder, Warrant
Certificates may be exchanged or transferred for other Warrant Certificates for
a like aggregate number of Warrants, upon surrender of the Warrant Certificates
to be

                                       13
<PAGE>


exchanged at the office of the Warrant Agent maintained for such purpose at the
respective address therefor as provided in Section 13.1, and upon payment of the
taxes and charges herein provided. Whenever any Warrant Certificates are so
surrendered for exchange or transfer, the Company shall execute, and an
authorized signatory of the Warrant Agent shall manually countersign and
deliver, the Warrant Certificates that the holder making the exchange is
entitled to receive.

      10.3 Valid and Enforceable. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.

      10.4 Endorsement. Every Warrant Certificate surrendered for registration
of transfer or exchange shall (if so required by the Company or the Warrant
Agent) be duly endorsed, or be accompanied by an instrument of transfer in form
reasonably satisfactory to the Company and the Warrant Agent and duly executed
by the registered holder thereof or such holder's officer or representative duly
authorized in writing.

      10.5 No Service Charge. No service charge shall be made to the Warrant
Holder for any registration of transfer or exchange of Warrant Certificates.

      10.6 Treatment of Holders of Warrant Certificates. The Company and the
Warrant Agent may treat the registered holder of a Warrant Certificate as the
absolute owner thereof for any purpose and as the Person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.

      10.7 Cancellation. Any Warrant Certificate surrendered for registration of
transfer, exchange or the exercise of the Warrants represented thereby shall, if
surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
cancelled by the Warrant Agent. Any such Warrant Certificate shall not be
reissued and, except as provided in this Article 10 in case of an exchange or
transfer, in Article 9 in case of a mutilated Warrant Certificate and in Article
4 in case of the exercise of less than all the Warrants represented thereby, no
Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent
shall deliver to the Company from time to time or otherwise dispose of such
cancelled Warrant Certificates in a reasonably prompt manner.

                                   ARTICLE 11

                                 WARRANT AGENT

      11.1 Obligations Binding. The Warrant Agent undertakes the duties and
obligations expressly imposed by this Agreement (and no implied duties or
obligations) upon the terms and conditions set forth in this Article 11. The
Company,

                                       14
<PAGE>


and the holders of Warrants by their acceptance thereof, shall be bound by all
of such terms and conditions.

      11.2 No Liability. The Warrant Agent shall not by countersigning Warrant
Certificates or by any other act hereunder be accountable with respect to or be
deemed to make any representations as to the validity or authorization of the
Warrants or the Warrant Certificates (except as to its countersignature
thereon), as to the validity, authorization or value (or kind or amount) of any
Common Stock or of any Other Securities or other property delivered or
deliverable upon exercise of any Warrant, or as to the purchase price of such
Common Stock, securities or other property. The Warrant Agent shall not (i) be
liable for any recital or statement of fact contained herein or in the Warrant
Certificates or for any action taken, suffered or omitted by the Warrant Agent
in good faith in the belief that any Warrant Certificate or any other document
or any signature is genuine or properly authorized, (ii) be responsible for
determining whether any facts exist that may require any adjustment of the
purchase price and the number of shares of Common Stock purchasable upon
exercise of Warrants, or with respect to the nature or extent of any such
adjustments when made, or with respect to the method of adjustment employed,
(iii) be responsible for any failure on the part of the Company to issue,
transfer or deliver any Common Stock or Other Securities or property upon the
surrender of any Warrant for the purpose of exercise or to comply with any other
of the Company's covenants and obligations contained in this Agreement or in the
Warrant Certificates or (iv) be liable for any action taken, suffered or omitted
to be taken in connection with this Agreement except for its own bad faith,
gross negligence or willful misconduct (each as finally determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). Anything to the contrary notwithstanding, in no event shall the
Warrant Agent be liable for special, punitive, indirect, consequential or
incidental 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
such loss or damage. Any liability of the Warrant Agent under this Agreement
will be limited to the amount of fees paid by the Company to the Warrant Agent.

      11.3 Instructions. The Warrant Agent is hereby authorized to accept advice
or instructions with respect to the performance of its duties hereunder from the
President and Chief Executive Officer or Vice President -- Finance, Treasurer,
Secretary and Chief Financial Officer of the Company and to apply to any such
officer for advice or instructions. The Warrant Agent shall be fully protected
and authorized in relying upon the most recent advice or instructions received
by any such officer. The Warrant Agent shall not be liable for any action taken,
suffered or omitted by it in accordance with the advice or instructions of any
such officer, except to the extent that it is determined in a final judgment by
a court of competent jurisdiction that such action or omission resulted directly
from the Warrant Agent's gross negligence, bad faith or willful misconduct.

      11.4 Agents. The Warrant Agent may execute and exercise any of the rights
and powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys, agents or employees and shall not be liable for the
negligence or misconduct of any such person appointed with due care by it
hereunder. The Warrant

                                       15
<PAGE>


Agent shall not be under any obligation or duty to institute, appear in, or
defend any action, suit or legal proceeding in respect hereof, but this
provision shall not affect the power of the Warrant Agent to take such action as
the Warrant Agent may consider necessary. The Warrant Agent shall promptly
notify the Company in writing of any claim made or action, suit or proceeding
instituted against the Warrant Agent (of which it receives written notice)
arising out of or in connection with this Agreement.

      11.5 Cooperation. The Company will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further acts, instruments and assurances as may reasonably be required by the
Warrant Agent in order to enable the Warrant Agent to carry out or perform its
duties under this Agreement. Whenever in the performance of its duties hereunder
the Warrant Agent is unsure of or has questions as to what action it is required
to take under this Agreement, the Warrant Agent shall promptly seek
clarification thereof from the Company, and the Warrant Agent shall be fully
protected and incur no liability in not taking any such action prior to
receiving a written response from the Company.

      11.6 Agent Only. The Warrant Agent shall act solely as agent for the
Company in accordance with the terms and conditions hereof. The Warrant Agent
shall not be liable except for the performance of such duties as are
specifically set forth herein, and no implied covenants or obligations shall be
read into this Agreement against the Warrant Agent, whose duties and obligations
shall be determined solely by the express provisions hereof.

      11.7 Right to Counsel. The Warrant Agent may at any time consult with
legal counsel satisfactory to it (who may be legal counsel for the Company), and
the Warrant Agent shall incur no liability or responsibility to the Company or
to any Warrant holder for any action taken, suffered or omitted by the Warrant
Agent in good faith in accordance with the opinion or advice of such counsel.

      11.8 Compensation. The Company agrees to pay the Warrant Agent reasonable
compensation for all services rendered by it hereunder and to reimburse the
Warrant Agent for its reasonable expenses and counsel fees and other
disbursements incurred in the preparation, delivery, amendment, administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company further agrees to indemnify the Warrant Agent and hold it
harmless against any and all liabilities, including, but not limited to, any
loss, damage, judgment, fine, penalty, claim, demand, settlement, cost or
expense (including, without limitation, reasonable counsel fees and expenses),
incurred without the Warrant Agent's bad faith, gross negligence or willful
misconduct (each as finally determined by a final, non-appealable order,
judgment, decree or ruling of a court of competent jurisdiction), for any action
taken, suffered or omitted by the Warrant Agent in connection with the
acceptance, administration, exercise and performance of its duties under this
Agreement and the Warrants, including the costs and expenses of defending
against any claim of liability in the premises. The indemnities provided herein
shall survive the termination of this Agreement, the termination and the
expiration of the Warrants, and the resignation or

                                       16
<PAGE>


removal of the Warrant Agent. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company.

      11.9 Accounting. The Warrant Agent shall account promptly to the Company
with respect to Warrants exercised and concurrently pay to the Company all
moneys received by the Warrant Agent on behalf of the Company on the purchase of
shares of Common Stock (or Other Securities) through the exercise of Warrants.
The Warrant Agent shall advise the Company by telephone at the end of each day
on which a payment for the exercise of Warrants is received of the amount so
deposited to such account. The Warrant Agent shall as soon as practicable
confirm such telephone advice to the Company in writing.

      11.10 No Conflict. Subject to applicable law, the Warrant Agent and any
stockholder, affiliate, director, officer or employee of the Warrant Agent 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.
Subject to applicable law, nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other Person.

      11.11 Resignation; Termination. The Warrant Agent may resign its duties
and be discharged from all further duties and liabilities hereunder (except
liabilities arising as a result of the Warrant Agent's bad faith, gross
negligence or willful misconduct) after giving thirty (30) days' prior written
notice to the Company. The Company may remove the Warrant Agent upon thirty (30)
days' written notice, and the Warrant Agent shall thereupon in like manner be
discharged from all further duties and liabilities hereunder, except as to
liabilities determined by a court of competent jurisdiction to have been caused
by the Warrant Agent's bad faith, negligence or willful misconduct. The Company
shall cause to be mailed promptly (by first class mail, postage prepaid) to each
registered holder of a Warrant at such holder's last address as shown on the
register of the Company, at the Company's expense, a copy of such notice of
resignation or notice of removal, as the case may be. Upon such resignation or
removal the Company shall promptly appoint in writing a new warrant agent. If
the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation by the resigning
Warrant Agent or after such removal, then the holder of any Warrant may apply to
any court of competent jurisdiction for the appointment of a new warrant agent.
Pending appointment of a successor to the Warrant Agent, either by the Company
or by such a court, the duties of the Warrant Agent shall be carried out by the
Company. Any successor warrant agent, whether appointed by the Company or by
such a court, shall be (i) a Person, incorporated under the laws of the United
States or of any state thereof and authorized under such laws to conduct
shareholder services business, be subject to supervision and examination by
Federal or state authority, and have a combined capital and surplus of not less
than $50,000,000 as set forth in its most recent published annual report of
condition; or (ii) an affiliate of such a Person described above. After
acceptance in writing of such appointment by the new warrant agent it shall be
vested with the same powers, rights,

                                       17
<PAGE>


duties and responsibilities as if it had been originally named herein as the
Warrant Agent, without any further assurance, conveyance, act or deed; but if
for any reason it shall be necessary or expedient to execute and deliver any
further assurance, conveyance, act or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed and delivered
by the resigning or removed Warrant Agent. Not later than the effective date of
any such appointment the Company shall file notice thereof with the resigning or
removed Warrant Agent and shall forthwith cause a copy of such notice to be
mailed (by first class, postage prepaid) to each registered holder of a Warrant
at such holder's last address as shown on the register of the Company. Failure
to give any notice provided for in this Section 11.11, or any defect in any such
notice, shall not affect the legality or validity of the resignation of the
Warrant Agent or the appointment of a new warrant agent, as the case may be.

      11.12 Change of Warrant Agent. If 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 may adopt the
countersignature under its prior name and deliver Warrant Certificates so
countersigned; and if 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 this Agreement.

      11.13 Successor Warrant Agent. Any Person into which the Warrant Agent or
any new warrant agent may be merged or any Person resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a
party or any Person succeeding to all or substantially all the agency business
of the Warrant Agent or any new warrant agent shall be a successor Warrant Agent
under this Agreement without any further act, provided that such Person would be
eligible for appointment as a new warrant agent under the provisions of Section
11.11 of this Article 11. The Company shall promptly cause the successor Warrant
Agent to mail notice of its succession as Warrant Agent (by first class mail,
postage prepaid) to each registered holder of a Warrant at its last address as
shown on the register of the Company.

                                   ARTICLE 12

                                 REMEDIES, ETC.

      Prior to the exercise of the Warrants represented thereby, no holder of a
Warrant Certificate, as such, shall be entitled to any rights of a stockholder
of the Company, including, but not limited to, the right to vote, to receive
dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of stockholders, and no such holder shall be entitled to
receive notice of any proceedings of the Company except as provided in this
Agreement. Nothing contained in this Agreement shall be construed as imposing
any liabilities on such holder to purchase any securities or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by
creditors or stockholders of the Company or otherwise.

                                       18
<PAGE>


                                   ARTICLE 13

                                 MISCELLANEOUS

      13.1 Notices. Any notice, demand or delivery authorized by this Agreement
shall be sufficiently given or made if sent by first class mail, postage
prepaid, delivered by hand or delivered by overnight courier, in each case
addressed to any registered holder of a Warrant at such holder's last known
address appearing on the register of the Company or the Warrant Agent, and to
the Company or the Warrant Agent as follows, or delivered by facsimile (in the
case of notices to any registered holder, to the last known facsimile number of
such holder appearing on the register of the Company or the Warrant Agent):

If to the Company:

                ACP Holding Company
                2121 Brooks Avenue
                Neenah, Wisconsin 54956
                Attn: William M. Barrett
                Facsimile: (920) 729-3633

If to the Warrant Agent:

                The Bank of New York
                101 Barclay Street, Floor 8W
                New York, New York 10286
                Attn: Corporate Trust Administration
                Facsimile: (212) 815-5707

or such other address as shall have been furnished in writing, in accordance
with this Section 13.1, to the party giving or making such notice, demand or
delivery.

      13.2 Governing Law and Consent to Forum. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE
INTERNAL LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK. EACH OF THE COMPANY
AND THE WARRANT AGENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE COURT SITTING IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO SERVE
PROCESS IN ANY MANNER

                                       19
<PAGE>


PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

      13.3 Benefits of this Agreement. This Agreement shall be binding upon and
inure to the benefit of the Company and the Warrant Agent and their respective
successors and assigns, and the registered and beneficial holders from time to
time of the Warrants and of holders of the Common Stock, where applicable.
Nothing in this Agreement is intended or shall be construed to confer upon any
other Person, any right, remedy or claim under or by reason of this Agreement or
any part hereof.

      13.4 Agreement of Holders of Warrant Certificates. Every holder of a
Warrant Certificate, by accepting the same, covenants and agrees with the
Company, the Warrant Agent and with every other holder of a Warrant Certificate
that the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement,
and the Company and the Warrant Agent may deem and treat the Person in whose
name the Warrant Certificate is registered as the absolute owner for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

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

      13.6 Amendments. This Agreement may be amended by the parties hereto,
without the consent of the holder of any Warrant Certificate, for the purpose of
curing any manifest error, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may mutually deem necessary or desirable; provided, that such
action shall not adversely affect the interests of the holders of the Warrant
Certificates. Any other amendment shall require the consent of the holders of
Warrants representing a majority in number of the then outstanding Warrants.

      Any such modification or amendment will be conclusive and binding on all
present and future holders of Warrant Certificates whether or not they have
consented to such modification or amendment or waiver and whether or not
notation of such modification or amendment is made upon such Warrant
Certificates. Any instrument given by or on behalf of any holder of a Warrant
Certificate in connection with any consent to any modification or amendment will
be conclusive and binding on all subsequent holders of such Warrant Certificate.

      13.7 Consent to Jurisdiction. Notwithstanding anything to the contrary
contained in Section 13.2 hereof, (a) the parties hereby expressly acknowledge
and agree that, to the extent permitted by applicable law, the Bankruptcy Court
shall have exclusive jurisdiction to hear and determine any and all disputes
concerning the distribution of Warrants hereunder to holders of Claims pursuant
to the Plan, and (b) the Warrant Agent

                                       20
<PAGE>


hereby consents to the jurisdiction of the Bankruptcy Court with respect to any
such disputes and waives any argument of lack of such jurisdiction.

      13.8 Headings. The table of contents hereto and the descriptive headings
of the several sections hereof are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

                                       21
<PAGE>


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

                                        ACP HOLDING COMPANY

                                        By: /s/ Gary La Chey
                                            --------------------------------
                                            Name:
                                            Title:

THE BANK OF NEW YORK

By: /s/ Patricia Gallagher
    ------------------------
    Name: Patricia Gallagher
    Title: Vice President

                                       22
<PAGE>


                                   SCHEDULE I

<TABLE>
<CAPTION>
Name of Holder                                  Number of Warrants Issued to Holder
--------------                                  -----------------------------------
<S>                                             <C>
MacKay Shields LLC                                            9,879,031

Citigroup Mezzanine III, L.P.                                 4,096,665

Trust Company of the West                                     3,113,554

Metropolitan Life Insurance Company                             217,547

Exis Differential Holdings, Ltd.                                 90,644

Citigroup Mezzanine III, L.P. as holder of
PIK Notes under rollover pursuant to the Plan                 3,751,628

Other holders of existing subordinated notes
who exercised their rights in the
Rights Offering                                              16,850,931

Total                                                        38,000,000
</TABLE>

<PAGE>


                                    EXHIBIT A

                           FORM OF WARRANT CERTIFICATE

                                      A-1
<PAGE>


CUSIP No. [    ]

Warrant No. 1                                         Number of Warrant(s): [  ]

Exercisable During the Period that Commences at 9:00 a.m., New York City time,
on [          ], 2003 and Terminates at 5:00 p.m., New York City time, on [ ],
20[ ] except as provided below.

                               WARRANT TO PURCHASE

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE,

                                       OF

                               ACP HOLDING COMPANY

      This certifies that

      or registered assigns, is the registered owner of the number of warrants
set forth above (the "WARRANTS"), each of which represents the right, at any
time after [      ], 2003 (the "ORIGINAL ISSUE DATE") and on or before 5:00
p.m., New York City time, on [      ], 20[ ] (the "EXERCISE PERIOD"), to
purchase from ACP Holding Company, a Delaware corporation (the "COMPANY"), at
the price per share of $0.01 (the "EXERCISE PRICE"), one share of Common Stock,
$0.01 par value, of the Company as such stock was constituted as of the Original
Issue Date, subject to adjustment as provided in the Warrant Agreement
hereinafter referred to, upon surrender hereof, with the subscription form on
the reverse hereof duly executed, by hand or by mail to The Bank of New York,
101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate
Trust Administration, or to any successor thereto, as the warrant agent under
the Warrant Agreement, at the office of such successor maintained for such
purpose (any such warrant agent being herein called the "WARRANT AGENT") (or,
if such exercise shall be in connection with an underwritten public offering of
shares of such Common Stock (or Other Securities) (as such term and other
capitalized terms used herein are defined in the Warrant Agreement) subject to
the Warrant Agreement, at the location at which the Company shall have agreed to
deliver such securities), and simultaneous payment in full (by certified or
official bank or bank cashier's check payable to the order of the Company, or by
wire transfer of immediately available funds to an account designated by the
Warrant Agent for the benefit of the Company) of the Exercise Price in respect
of

<PAGE>


each Warrant represented by this Warrant Certificate that is so exercised, all
subject to the terms and conditions hereof and of the Warrant Agreement.

      Upon any partial exercise of the Warrants represented by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate representing the Warrants that were not exercised.

      No fractional shares may be issued upon the exercise of rights to purchase
hereunder, and as to any fraction of a share otherwise issuable, the Company
will make a cash payment in lieu of such issuance, as provided in the Warrant
Agreement.

      This Warrant Certificate is issued under and in accordance with a Warrant
Agreement, dated as of October [ ], 2003 (the "WARRANT AGREEMENT"), between
the Company and The Bank of New York, as Warrant Agent, and is subject to the
terms and provisions contained therein. The 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
registered holders of the Warrants. The holder of this Warrant Certificate
consents to all terms and provisions of the Warrant Agreement by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent and may be obtained by writing to the Warrant Agent.

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent.

Dated: [   ],2003

                                             ACP HOLDING COMPANY

                                             By: ___________________________
                                                 Name:
                                                 Title:

Countersigned:

THE BANK OF NEW YORK

By: __________________________
    Name:
    Title:

                                       2
<PAGE>


                         REVERSE OF WARRANT CERTIFICATE

                              ACP HOLDING COMPANY

      The transfer of this Warrant Certificate and all rights hereunder is
registrable by the registered holder hereof, in whole or in part, on the
register of the Company upon surrender of this Warrant Certificate at the office
or agency of the Company or the office of the Warrant Agent maintained for such
purpose at 101 Barclay Street, Floor 8W, New York, New York 10286, Attention:
Corporate Trust Administration, duly endorsed or accompanied by a written
instrument of transfer duly executed and in form satisfactory to the Company and
the Warrant Agent, by the registered holder hereof or his attorney duly
authorized in writing and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer or registration thereof. Upon any
partial transfer the Company will cause to be delivered to such holder a new
Warrant Certificate or Certificates with respect to any portion not so
transferred.

      This Warrant Certificate may be exchanged at the office or agency of the
Company or the office of the Warrant Agent maintained for such purpose at 101
Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust
Administration, for Warrant Certificates representing the same aggregate number
of Warrants, each new Warrant Certificate to represent such number of Warrants
as the holder hereof shall designate at the time of such exchange.

      Prior to the exercise of the Warrants represented hereby, the holder of
this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company, including, but not limited to, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of stockholders, and shall not be entitled to
receive notice of any proceedings of the Company except as provided in the
Warrant Agreement. Nothing contained herein shall be construed as imposing any
liabilities upon the holder of this Warrant Certificate to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors or stockholders of the Company or
otherwise.

      This Warrant Certificate shall be void and all rights represented hereby
shall cease unless exercised before the close of business on [      ], 20[ ].

      This Warrant Certificate shall not be valid for any purpose until it shall
have been manually countersigned by an authorized signatory of the Warrant
Agent.

      Witness the facsimile seal of the Company and the signature of its duly
authorized officer.

                                       3
<PAGE>


                                SUBSCRIPTION FORM

                 (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT)

To: ACP HOLDING COMPANY, a Delaware corporation
    THE BANK OF NEW YORK, a New York banking corporation, as Warrant Agent

Attention: ___________________

      The undersigned (i) irrevocably exercises [ ] Warrants represented by the
within Warrant Certificate, (ii) purchases one share of common stock, par value
$0.01 per share, of ACP Holding Company (before giving effect to the adjustments
provided in the Warrant Agreement referred to in the within Warrant Certificate)
for each Warrant so exercised and herewith makes payment in full of the purchase
price of $0.01 per share, in respect of each Warrant so exercised as provided in
the Warrant Agreement (such payment being by certified or official bank or bank
cashier's check payable to the order of ACP Holding Company, or by wire transfer
of immediately available funds to an account designated by the Warrant Agent for
the benefit of ACP Holding Company), all on the terms and conditions specified
in the within Warrant Certificate and the Warrant Agreement, (iii) surrenders
this Warrant Certificate and all right, title and interest therein to ACP
Holding Company and (iv) directs that the securities or other property
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Dated: [     ], 20[ ]

                                       _________________________________________
                                       (Owner)*

                                       _________________________________________
                                       (Signature of Authorized Representative)

                                       _________________________________________
                                       (Street Address)

                                       _________________________________________
                                       (City) (State) (Zip Code)

                                       4
<PAGE>


Securities or property to be
issued and delivered to:

                                             __________________________________
                                             Signature Guaranteed**

    Please insert social
    security or other
    identifying number
    __________________

Name ___________________________________________________________________________

Street Address _________________________________________________________________

City, State and Zip Code _______________________________________________________

      *The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

      **The signature must be guaranteed by a Securities Transfer Association
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.

                                       5
<PAGE>


                                    FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned registered holder of the within
Warrant Certificate hereby sells, assigns and transfers unto the Assignee named
below all of the rights of the undersigned under the within Warrant Certificate,
with respect to the number of warrants set forth below:

       Name of                           No. of
       Assignee       Address           Warrants
       --------       -------           --------

Please insert
social security or
other identifying
number of Assignee
_____________________

and does hereby irrevocably constitute and appoint _______ attorney to make such
transfer on the books of ACP Holding Company maintained for the purpose, with
full power of substitution in the premises.

Dated: [     ], 20[ ]

                                           Name ______________________________*

                                           Signature of Authorized
                                           Representative ____________________

                                           Signature Guaranteed _____________**

      * The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

      ** The signature must be guaranteed by a Securities Transfer Association
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.

                                       6