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                                                                    Exhibit (4h)












                                     WARRANT

                           To Purchase Common Stock of

                         BRUSH ENGINEERED MATERIALS INC.




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THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.

No. of Shares of Common Stock:  78,571                                     No. 3

                                     WARRANT

                           To Purchase Common Stock of

                         BRUSH ENGINEERED MATERIALS INC.

         THIS IS TO CERTIFY THAT, UPPER COLUMBIA CAPITAL COMPANY, LLC, or
registered assigns, is entitled, at any time prior to the Expiration Date (as
hereinafter defined), to purchase from BRUSH ENGINEERED MATERIALS INC., an Ohio
corporation ("Company"), 78,571 shares of Common Stock (as hereinafter defined
and subject to adjustment as provided herein), in whole or in part, including
fractional parts, at a purchase price of $0.01 per share, all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

1. DEFINITIONS

         As used in this Warrant, the following terms have the respective
meanings set forth below (all capitalized used herein and not defined shall have
the same meanings ascribed to them in the Loan Agreement):

         "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by Company after the Closing Date, other than Warrant Stock.

         "Commission" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.

         "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, no par value per share, of Company as constituted
on the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of Company of
any other class (regardless of how denominated) issued to the holders of shares
of Common Stock upon any reclassification thereof which is also not preferred as
to dividends or assets over any other class of stock of Company and which is not
subject to redemption and (ii) shares of common stock of any successor or
acquiring corporation received by or distributed to the holders of Common Stock
of Company.

         "Convertible Securities" shall mean evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable, with or
without payment of additional consideration in cash or property, for Additional
Shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

         "Current Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified, (a) if there shall then be a public market
for the Common Stock, the average of

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the daily market prices for 10 consecutive Business Days commencing 10 Business
Days before such date. The daily market price for each such Business Day shall
be (i) the last sale price on such day on the principal stock exchange or NASDAQ
Stock Market ("NASDAQ") on which such Common Stock is then listed or admitted to
trading, (ii) if no sale takes place on such day on any such exchange or NASDAQ,
the average of the last reported closing bid and asked prices on such day as
officially quoted on any such exchange or NASDAQ, (iii) if the Common Stock is
not then listed or admitted to trading on any stock exchange or NASDAQ, the
average of the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the National Association of Securities
Dealers Automatic Quotation System or the National Quotation Bureau, Inc., (iv)
if neither such corporation at the time is engaged in the business of reporting
such prices, as furnished by any similar firm then engaged in such business, or
(v) if there is no such firm, as furnished by any member of the NASD selected
mutually by the Majority Holders and Company or, if they cannot agree upon such
selection, as selected by two such members of the NASD, one of which shall be
selected by the Majority Holders and one of which shall be selected by Company,
or (b) if there is no such public market, the fair market value thereof as
determined in good faith by Company's Board of Directors.

         "Current Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.

         "Demand Notice" shall have the meaning set forth in Section 9.3(a).

         "Demand Registration Period" shall mean any period of time during which
Company is eligible to register Warrant Stock under the Securities Act on Form
S-3 or any successor form thereto during the period beginning on the date of
this Warrant and ending on the first anniversary of this Warrant.

         "Disadvantageous Condition" shall mean, at any time, the existence of a
condition such that the filing of a registration statement or the use of an
effective registration to make resales would (i) interfere with or affect the
negotiation or completion of any plan or proposal by Company to engage in any
significant transaction at such time or (ii) require disclosure of information
that the Company has a bona fide business purpose for preserving as
confidential.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

         "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

         "Expiration Date" shall mean December 5, 2008.

         "Filing Date" shall mean the earlier of (i) the date on which Company
has filed with the Commission its Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 and (ii) March 31, 2004.

                                      -2-
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         "Guggenheim" shall mean any affiliates of Guggenheim Corporate Funding,
LLC who hold Warrants or Warrant Stock.

         "Holder" shall mean the Person in whose name the Warrant set forth
herein is registered on the books of Company maintained for such purpose.

         "Loan Agreement" shall mean the Loan Agreement dated as of December 4,
2003, by and among Company, the other credit parties party thereto as
guarantors, the lenders named therein and Guggenheim Corporate Funding, LLC, as
collateral agent for such lenders, as amended, supplemented or otherwise
modified from time to time.

         "Majority Holders" shall mean the holders of Warrants exercisable for
in excess of 50% of the aggregate number of shares of Common Stock then
purchasable upon exercise of all Warrants, whether or not then exercisable.

         "NASD" shall mean the National Association of Securities Dealers, Inc.,
or any successor corporation thereto.

         "Other Property" shall have the meaning set forth in Section 4.3.

         "Outstanding" shall mean, when used with reference to Common Stock, at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

         "Restricted Common Stock" shall mean shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(a).

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Transfer" shall mean any disposition of any Warrant or Warrant Stock
or of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.

         "Transfer Notice" shall have the meaning set forth in Section 9.2.

         "Warrants" shall mean this Warrant and all other Warrants issued
pursuant to the Loan Agreement, and all warrants issued upon transfer, division
or combination of, or in substitution for, any thereof. All Warrants shall at
all times be identical as to terms and conditions and date, except as to the
number of shares of Common Stock for which they may be exercised.

         "Warrant Price" shall mean an amount equal to (i) the number of shares
of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

                                      -3-
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         "Warrant Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

         2.1. Manner of Exercise. From and after the Closing Date and until 5:00
P.M., New York time, on the Expiration Date, Holder may exercise this Warrant,
on any Business Day, for all or any part of the number of shares of Common Stock
purchasable hereunder.

         In order to exercise this Warrant, in whole or in part, Holder shall
deliver to Company at its principal office at 17876 St. Clair Avenue, Cleveland,
Ohio 44110, or at the office or agency designated by Company pursuant to Section
12, (i) a written notice of Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased, (ii)
payment of the Warrant Price and (iii) this Warrant. Such notice shall be
substantially in the form of the subscription form appearing at the end of this
Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon
receipt thereof, Company shall, as promptly as practicable, and in any event
within ten (10) Business Days thereafter, execute or cause to be executed and
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise. The stock certificate or certificates so delivered shall be, to
the extent possible, in such denomination or denominations as such Holder shall
request in the notice and shall be registered in the name of Holder or, subject
to Section 9, such other name as shall be designated in the notice. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other Person so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the notice is received by
Company so long as the cash or check or other payment provided below and this
Warrant are received by Company promptly thereafter and all taxes required to be
paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such
shares have been paid. If this Warrant shall have been exercised in part,
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Stock, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant, or, at the request of Holder, appropriate notation may be made on
this Warrant and the same returned to Holder. Notwithstanding any provision
herein to the contrary, Company shall not be required to register shares in the
name of any Person who acquired this Warrant (or part hereof) or any Warrant
Stock otherwise than in accordance with this Warrant.

         Payment of the Warrant Price shall be made at the option of the Holder
by (i) check, and/or (ii) by the Holder's surrender to Company of that number of
shares of Warrant Stock (or the right to receive such number of shares) or
shares of Common Stock having an aggregate Current Market Price equal to or
greater than the Current Warrant Price for all shares then being purchased
(including those being surrendered), or (iii) any combination thereof, duly
endorsed by or accompanied by appropriate instruments of transfer duly executed
by Holder or by Holder's attorney duly authorized in writing.

         2.2. Payment of Taxes. Company shall pay all expenses in connection
with, and all taxes and other governmental charges that may be imposed with
respect to, the issuance or


                                      -4-
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delivery of the shares of Common Stock issuable upon exercise of this Warrant,
unless such tax or charge is imposed by law upon Holder, in which case such
taxes or charges shall be paid by Holder. Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case Company shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been established to the
reasonable satisfaction of Company that no such tax or other charge is due.

         2.3. Fractional Shares. Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant. If any fraction
of a share of Common Stock would be deliverable upon exercise of this Warrant,
Company may, in lieu of delivering such fractional share, (a) make a cash
payment to the Holder in an amount equal to the same fraction of the Current
Market Price determined as of the Business Day immediately preceding the date of
exercise of this Warrant or (b) round up the number of shares to be delivered to
the nearest whole share.

         2.4. Continued Validity. A holder of shares of Common Stock issued upon
the exercise of this Warrant, in whole or in part (other than a holder who
acquires such shares after the same have been publicly sold pursuant to a
registration statement under the Securities Act or sold pursuant to Rule 144
thereunder), shall continue with respect to such shares to be entitled to all
rights and subject to all obligations to which it would have been entitled as
Holder under Sections 9, 10 and 14 of this Warrant. Company will, at the time of
each exercise of this Warrant, in whole or in part, upon the request of the
holder of the shares of Common Stock issued upon such exercise hereof,
acknowledge in writing, in form reasonably satisfactory to such holder, its
continuing obligation to afford to such holder all such rights and obligations;
provided, however, that if such holder shall fail to make any such request, such
failure shall not affect the continuing obligation of Company to afford to such
holder all such rights and obligations.

3. TRANSFER DIVISION AND COMBINATION

         3.1. Transfer. Subject to compliance with Section 9, transfer of this
Warrant, in whole or in part, and all attendant rights hereunder, shall be
registered on the books of Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of Company referred to in
Section 2.1 or the office or agency designated by Company pursuant to Section
12, together with a written assignment of this Warrant substantially in the form
of Exhibit B hereto duly executed by Holder or its agent or attorney. Upon such
surrender, Company shall, subject to Section 9, execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance with Section 9, may be exercised by a new Holder for the purchase of
shares of Common Stock prior to the issuance of a new Warrant.

         3.2. Division and Combination. Subject to Section 9, this Warrant may
be divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of


                                      -5-
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Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by Holder or its agent or
attorney. Subject to compliance with Section 3.1 and with Section 9, as to any
transfer which may be involved in such division or combination, Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.

         3.3. Expenses. Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

         3.4. Maintenance of Books. Company agrees to maintain, at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.

4. ADJUSTMENTS

         The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 4.

         4.1. Stock Dividends Subdivisions and Combinations. If at any time
Company shall:

            (a) take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend payable in, or other distribution of,
Additional Shares of Common Stock,

            (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or

            (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Current Warrant Price
shall be adjusted to equal (A) the Current Warrant Price multiplied by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares for
which this Warrant is exercisable immediately after such adjustment.

         4.2. Certain Other Distributions. If at any time Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

            (a) cash,

                                      -6-
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            (b) any evidences of its indebtedness, any shares of its stock or
any other securities or property of any nature whatsoever (other than cash,
Convertible Securities or Additional Shares of Common Stock), or

            (c) any warrants or other rights to subscribe for or purchase any
evidences of its indebtedness, any shares of its stock or any other securities
or property of any nature whatsoever (other than cash, Convertible Securities or
Additional Shares of Common Stock),

Holder shall be entitled to receive such dividend or distribution upon exercise
of the Warrant as if Holder had exercised the Warrant at the time of the taking
of such record.

         4.3. Reorganization Reclassification Merger Consolidation or
Disposition of Assets. In case Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another Person (where
Company is not the surviving Person or where there is a change in or
distribution with respect to the Common Stock of Company), or sell, transfer or
otherwise dispose of all or substantially all its property, assets or business
to another Person (any such transaction, a "Change of Control Transaction") and,
pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring Person, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of Company, then each Holder shall have the right
thereafter to receive, upon exercise of such Warrant, the number of shares of
common stock of the successor or acquiring Person or of Company, if it is the
surviving Person, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring Person (if other than Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
this Warrant to be performed and observed by Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board of Directors of Company)
in order to provide for adjustments of shares of Common Stock for which this
Warrant is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 4. For purposes of this Section 4.3,
"common stock of the successor or acquiring Person" shall include stock of such
Person of any class which is not preferred as to dividends or assets over any
other class of stock of such corporation and which is not subject to redemption
and shall also include any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 4.3 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets. Notwithstanding the foregoing, if any Change of
Control Transaction occurs at any time that all obligations under the Loan
Agreement are satisfied and the Loan Agreement is terminated, then each Holder
shall be required to exercise its Warrant in connection with such Change of
Control Transaction and be entitled to receive the Other Property issuable to
holders of Common Stock of the Company.

                                      -7-
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         4.4. Other Action Affecting Common Stock. In case at any time or from
time to time Company shall take any action in respect of its Common Stock, other
than any action described in this Section 4, then, unless such action will not
have a materially adverse effect upon the rights of the Holders, the number of
shares of Common Stock or other stock for which this Warrant is exercisable
and/or the purchase price thereof shall be adjusted in such manner as may be
equitable in the circumstances.

5. NOTICES TO WARRANT HOLDERS

         5.1. Notice of Adjustments. Whenever the number of shares of Common
Stock for which this Warrant is exercisable, or whenever the price at which a
share of such Common Stock may be purchased upon exercise of the Warrants, shall
be adjusted pursuant to Section 4, Company shall forthwith prepare a certificate
to be executed by an executive officer of Company setting forth, in reasonable
detail, the event requiring the adjustment and the method by which such
adjustment was calculated, specifying the number of shares of Common Stock for
which this Warrant is exercisable and (if such adjustment was made pursuant to
Section 4.2 or 4.3) describing the number and kind of any other shares of stock
or Other Property for which this Warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. Company shall promptly cause a signed copy of such certificate to be
delivered to each Holder in accordance with Section 15.2. Company shall keep at
its office or agency designated pursuant to Section 12 copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by any Holder or any prospective purchaser of a
Warrant designated by a Holder thereof.

5.2. Notice of Corporate Action. If at any time:

            (a) Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or other distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property, or to receive
any other right, or

            (b) there shall be any capital reorganization of Company, any
reclassification or recapitalization of the capital stock of Company or any
consolidation or merger of Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of
Company to, another Person, or

            (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of Company;

then, in any one or more of such cases, Company shall give to Holder (i) at
least 30 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 30 days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such

                                      -8-
<PAGE>

dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be delivered to Holder in accordance with
Section 15.2.

6. NO IMPAIRMENT

         Company shall not intentionally take any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, Company will (a) take all such action necessary in order that Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, including such action as is necessary
for the Current Warrant Price to be not less than the par value of the shares of
Common Stock issuable upon exercise of this Warrant, and (b) use its
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable Company to perform its obligations under this Warrant.

7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL
   OF ANY GOVERNMENTAL AUTHORITY

         From and after the Closing Date, Company shall at all times reserve and
keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.

         Before taking any action which would cause an adjustment reducing the
Current Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, Company shall take any corporate
action which may be necessary in order that Company may validly and legally
issue fully paid and non-assessable shares of such Common Stock at such adjusted
Current Warrant Price. Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Current Warrant Price, Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

                                      -9-
<PAGE>

         If any shares of Common Stock required to be reserved for issuance upon
exercise of Warrants require registration or qualification with any governmental
authority or other governmental approval or filing under any federal or state
law (other than registration rights as provided in Section 9) before such shares
may be so issued, Company will in good faith and as expeditiously as possible
and at its expense endeavor to cause such shares to be duly registered.

8. TAKING OF RECORD STOCK AND WARRANT TRANSFER BOOKS

         In the case of all dividends or other distributions by Company to the
holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, Company will in each such case
take such a record and will take such record as of the close of business on a
Business Day. Company will not at any time, except upon dissolution, liquidation
or winding up of Company, close its stock transfer books or warrant transfer
books so as to result in preventing or delaying the exercise or transfer of any
Warrant.

9. RESTRICTIONS ON TRANSFERABILITY

         The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by
the provisions of this Section 9.

         9.1. Restrictive Legend. (a) Except as otherwise provided in this
Section 9, each certificate for Warrant Stock initially issued upon the exercise
of this Warrant, and each certificate for Warrant Stock issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933, as amended, and may not be
         transferred in violation of such Act or the rules and regulations
         thereunder."

            (b) Except as otherwise provided in this Section 9, each Warrant
shall be stamped or otherwise imprinted with a legend in substantially the
following form:

                  "This Warrant and the securities represented hereby have not
         been registered under the Securities Act of 1933, as amended, and may
         not be transferred in violation of such Act, the rules and regulations
         thereunder or the provisions of this Warrant."

         9.2. Notice of Proposed Transfers, Requests for Registration. Prior to
or promptly following any Transfer of any Warrants or any shares of Restricted
Common Stock, the holder of such Warrants or Restricted Common Stock shall give
written notice (a "Transfer Notice") to Company of such Transfer accompanied by
an opinion of counsel reasonably acceptable to Company, in form and substance
reasonably acceptable to Company, to the effect that such Transfer will not be
in violation of the Securities Act or any other applicable securities laws. Each
certificate, if any, evidencing such shares of Restricted Common Stock issued
upon such


                                      -10-
<PAGE>

Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each
Warrant issued upon such Transfer shall bear the restrictive legend set forth in
Section 9.1(b), unless in the opinion of counsel to such holder which is
reasonably acceptable to Company such legend is not required in order to ensure
compliance with the Securities Act.

         The holders of Warrants and Warrant Stock shall have the right to
request registration of such Warrant Stock pursuant to Section 9.3 and Section
9.4.

         9.3. Demand Registration. (a) Subject to the provisions of this Section
9.3, on one occasion during the Demand Registration Period, the Majority Holders
or Guggenheim may request by written notice (the "Demand Notice") to Company
that Company register under the Securities Act the resale of such shares of
Warrant Stock held by the Majority Holders or Guggenheim, as the case may be,
pursuant to a registration statement on Form S-3 or any successor form thereto.
Upon receipt of the Demand Notice, Company shall promptly notify all holders of
Warrants and Warrant Stock in writing of the receipt of such Demand Notice and
each such holder, in lieu of exercising its rights under Section 9.4, may elect
by written notice to Company within 15 days after receipt of such notice from
Company to have its shares of Warrant Stock included in such registration. In
such event, and subject to the other provisions of this Section 9, Company shall
use its commercially reasonable efforts to prepare documentation and effect
registration under the Securities Act of all shares of the Warrant Stock that
Company has been requested to register pursuant to this Section 9.3, all to the
extent required to permit the disposition of such Warrant Stock in accordance
with the intended methods of disposition of the holders thereof.

            (b) Notwithstanding anything to the contrary in this Section 9.3, if
Company determines reasonably and in good faith that a Disadvantageous Condition
exists, (i) Company will have the right to defer the filing of a registration
statement requested pursuant to this Section 9.3; provided, however, that in no
event may Company defer filing hereunder for more than 45 days from the first
date of such determination by Company and (ii) Company may suspend, for up to 45
days, use of a registration statement filed pursuant to this Section 9.3 that
has been declared effective by the Commission. Company will provide notice to
the holders of Warrants and Warrant Stock of the Company's determination that a
Disadvantageous Condition exists. Company shall use its reasonable efforts to
cause the period during which a registration statement filed pursuant to this
Section 9.3 is to remain effective pursuant to Section 9.5 to be extended by the
number of days of any such suspension on account of a Disadvantageous Condition.

            (c) Notwithstanding anything to the contrary in this Section 9.3,
Company will not be required to effect a registration pursuant to this Section
9.3, (i) unless Company is then eligible to register Warrant Stock under the
Securities Act on Form S-3 or any successor form thereto and (ii) in any
particular jurisdiction in which Company would be required to execute a general
consent to service of process in effecting such registration.

         9.4. Incidental Registration. If Company at any time proposes to file
on its behalf and/or on behalf of any of its security holders (the "demanding
security holders") a registration statement under the Securities Act on any form
(other than a registration statement on Form S-4 or S-8 or any successor form
for securities to be offered in a transaction of the type referred to in


                                      -11-
<PAGE>

Rule 145 under the Securities Act or to employees of Company pursuant to any
employee benefit plan, respectively) for the general registration of securities
to be sold for cash with respect to its Common Stock or any other class of
equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company,
it will give written notice to all holders of Warrants or Warrant Stock at least
30 days before the initial filing with the Commission of such registration
statement, which notice shall set forth the intended method of disposition of
the securities proposed to be registered by Company. The notice shall offer to
include in such filing the aggregate number of shares of Warrant Stock, and the
number of shares of Common Stock for which this Warrant is exercisable, as such
holders may request.

         Each holder of any such Warrants or any such Warrant Stock desiring to
have Warrant Stock registered under this Section 9.4 shall advise Company in
writing within 15 days after the date of receipt of such offer from Company,
setting forth the amount of such Warrant Stock for which registration is
requested. Company shall thereupon include in such filing the number of shares
of Warrant Stock for which registration is so requested, subject to the next
sentence, and shall use its best efforts to effect registration under the
Securities Act of such shares. If the managing underwriter of a proposed public
offering shall advise Company in writing that, in its opinion, the distribution
of the Warrant Stock requested to be included in the registration concurrently
with the securities being registered by Company or such demanding security
holder would materially and adversely affect the distribution of such securities
by Company or such demanding security holder, then all selling security holders
shall reduce the amount of securities each intended to distribute through such
offering on a pro rata basis.

         9.5. Registration Procedures. If Company is required by the provisions
of this Section 9 to use its commercially reasonable efforts to effect the
registration of any of its securities under the Securities Act, Company will,
(i) in the case of a registration of securities pursuant to Section 9.3, as
expeditiously as possible after the Filing Date, and (ii) in the case of a
registration of securities pursuant to Section 9.4, as expeditiously as
possible:

            (a) prepare and file with the Commission a registration statement
with respect to such securities and use its commercially reasonable efforts to
cause such registration statement to become and remain effective for a period of
time required for the disposition of such securities by the holders thereof, but
not to exceed 120 days;

            (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement until
the earlier of such time as all of such securities have been disposed of in a
public offering or the expiration of 120 days;

            (c) furnish to such selling security holders such number of copies
of a summary prospectus or other prospectus, including a preliminary prospectus,
in conformity with the requirements of the Securities Act, and such other
documents, as such selling security holders may reasonably request;

                                      -12-
<PAGE>

            (d) use its commercially reasonable efforts to register or qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States and
Puerto Rico as each holder of such securities shall reasonably request
(provided, however, that Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any jurisdiction in which it is not
then qualified or to file any general consent to service or process), and do
such other reasonable acts and things as may be required of it to enable such
holder to consummate the disposition in such jurisdiction of the securities
covered by such registration statement;

            (e) furnish, at the request of any holder requesting registration of
Warrant Stock pursuant to Section 9.3, on the date that such shares of Warrant
Stock are delivered to the underwriters for sale pursuant to such registration,
on the date that the registration statement with respect to such shares of
Warrant Stock becomes effective, (1) an opinion, dated such date, of the
independent counsel representing Company for the purposes of such registration,
addressed to the underwriters in customary form and covering matters of the type
customarily covered in such legal opinions; and (2) a comfort letter dated such
date, from the independent certified public accountants of Company, addressed to
the underwriters and, if such accountants refuse to deliver such letter to such
holder, then to Company in a customary form and covering matters of the type
customarily covered by such comfort letters as the underwriters or such holders
shall reasonably request;

            (f) enter into customary agreements (including an underwriting
agreement in customary form on the same terms as any underwriting agreement
required by the underwriter to be entered into on the part of the selling
security holders) and take such other actions as are reasonably required in
order to facilitate the disposition of such securities; and

            (g) otherwise use its commercially reasonable efforts to comply with
all applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, but not later than 18
months after the effective date of the registration statement, an earnings
statement covering the period of at least 12 months beginning with the first
full month after the effective date of such registration statement, which
earnings statements shall satisfy the provisions of Section 11(a) of the
Securities Act.

         It shall be a condition precedent to the obligation of Company to take
any action pursuant to this Section 9 in respect of the securities which are to
be registered at the request of any holder of Warrants or Warrant Stock that
such holder shall furnish to Company such information regarding the securities
held by such holder and the intended method of disposition thereof as Company
shall reasonably request and as shall be required in connection with the action
taken by Company.

         9.6. Expenses. All expenses incurred in complying with Section 9,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), printing expenses, fees and
disbursements of counsel for Company, the reasonable fees and expenses of one
counsel for the selling security holders (selected by those holding a majority
of the shares being registered), expenses of any special audits incident to or
required by any such registration and expenses of complying with the securities
or blue sky laws of any jurisdictions pursuant to Section 9.5(d), shall be paid
by Company, except that

                                      -13-
<PAGE>

            (a) In the event Company, in its sole discretion shall determine to
allow a registration statement to remain effective for a period longer than 120
days, all such expenses in connection with any amendment or supplement to the
registration statement or prospectus filed more than 120 days after the
effective date of such registration statement because any holder of Warrant
Stock has not effected the disposition of the securities requested to be
registered shall be paid by such holder; and

            (b) Company shall not be liable for any fees, discounts or
commissions to any underwriter or any fees or disbursements of counsel for any
underwriter in respect of the securities sold by such holder of Warrant Stock.

         9.7. Indemnification and Contribution. (a) In the event of any
registration of any of the Warrant Stock under the Securities Act pursuant to
this Section 9, Company shall indemnify and hold harmless the holder of such
Warrant Stock, such holder's directors and officers, and each other Person
(including each underwriter) who participated in the offering of such Warrant
Stock and each other Person, if any, who controls such holder or such
participating Person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such holder
or any such director or officer or participating Person or controlling Person
may become subject under the Securities Act or any other statute or at common
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any alleged untrue statement
of any material fact contained, on the effective date thereof, in any
registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse such holder or such
director, officer or participating Person or controlling Person for any legal or
any other expenses reasonably incurred by such holder or such director, officer
or participating Person or controlling Person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
alleged untrue statement or alleged omission made in such registration
statement, preliminary prospectus, prospectus or amendment or supplement in
reliance upon and in conformity with written information furnished to Company by
such holder specifically for use therein or based upon any holder's failure to
deliver any amendment or supplement provided by Company to the extent such
amendment or supplement would have cured the defect giving rise to such loss,
claim, damage or liability. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such holder or such
director, officer or participating Person or controlling Person, and shall
survive the transfer of such securities by such holder.

            (b) Each holder of any Warrant Stock, by acceptance thereof, agrees
to indemnify and hold harmless Company, its directors and officers and each
other Person, if any, who controls Company within the meaning of the Securities
Act against any losses, claims, damages or liabilities, joint or several, to
which Company or any such director or officer or any such Person may become
subject under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon information in writing provided to Company by
such holder of such Warrant


                                      -14-
<PAGE>

Stock specifically for use in any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, and contained, on the
effective date thereof, in any registration statement under which securities
were registered under the Securities Act at the request of such holder, but in
an amount not to exceed the net proceeds received by such holder in the
offering.

            (c) If the indemnification provided for in this Section 9 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The liability of any holder of Warrant Stock
hereunder shall not exceed the net proceeds received by it in the offering.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9.7(c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

            9.8. Termination of Restrictions. Notwithstanding the foregoing
provisions of Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock issuable upon the exercise of the Warrants) and the
legend requirements of Section 9.1 shall terminate as to any particular Warrant
or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable
upon the exercise of the Warrants) (i) when and so long as such security shall
have been effectively registered under the Securities Act and disposed of
pursuant thereto or (ii) when Company shall have received an opinion of counsel
reasonably satisfactory to it that such shares may be transferred without
registration thereof under the Securities Act. Whenever the restrictions imposed
by Section 9 shall terminate as to this Warrant, as hereinabove provided, the
Holder hereof shall be entitled to receive from Company, at the expense of
Company, a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

           "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT
                             CONTAINED IN SECTION 9

                                      -15-
<PAGE>

               HEREOF TERMINATED ON __________, ____, AND ARE OF
                          NO FURTHER FORCE AND EFFECT."

         All Warrants issued upon registration of transfer, division or
combination of, or in substitution for, any Warrant or Warrants entitled to bear
such legend shall have a similar legend endorsed thereon. Whenever the
restrictions imposed by this Section shall terminate as to any share of
Restricted Common Stock, as hereinabove provided, the holder thereof shall be
entitled to receive from Company, at Company's expense, a new certificate
representing such Common Stock not bearing the restrictive legend set forth in
Section 9.1(a).

         9.9. Listing on Securities Exchange. If Company shall list any shares
of Common Stock on any securities exchange, it will, at its expense, list
thereon, maintain and, when necessary, increase such listing of, all shares of
Common Stock issued or, to the extent permissible under the applicable
securities exchange rules, issuable upon the exercise of this Warrant so long as
any shares of Common Stock shall be so listed during the Exercise Period.

         9.10. Certain Limitations on Registration Rights. Notwithstanding the
other provisions of Section 9, Company shall not be obligated to register the
Warrant Stock of any holder if, in the opinion of counsel to Company reasonably
satisfactory to the holder and its counsel (or, if the holder has engaged an
investment banking firm, to such investment banking firm and its counsel), the
sale or other disposition of such holder's Warrant Stock, in the manner proposed
by such holder (or by such investment banking firm), may be effected without
registering such Warrant Stock under the Securities Act.

         9.11. Selection of Managing Underwriters. The managing underwriter or
underwriters for any offering of Warrant Stock to be registered pursuant to
Section 9.3 shall be selected by the holders of a majority of the shares being
so registered (other than any shares being registered pursuant to Section 9.4)
and shall be reasonably acceptable to Company.

10. SUPPLYING INFORMATION

         Company shall cooperate with each Holder of a Warrant and each holder
of Restricted Common Stock in supplying such information as may be reasonably
necessary for such holder to complete and file any information reporting forms
presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of any Warrant
or Restricted Common Stock.

11. LOSS OR MUTILATION

         Upon receipt by Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of such Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
Company will execute and deliver in lieu hereof a new Warrant of like tenor to
such Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to Company for cancellation.

                                      -16-
<PAGE>

12. OFFICE OF COMPANY

         As long as any of the Warrants remain outstanding, Company shall
maintain an office or agency (which may be the principal executive offices of
Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.

13. BUSINESS INFORMATION

         Company will file on or before the required date all regular or
periodic reports (pursuant to the Exchange Act) with the Commission and will
deliver to Holder promptly upon their becoming available one copy of each
report, notice or proxy statement sent by Company to its stockholders generally.

14. LIMITATION OF LIABILITY

         No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such Holder for
the purchase price of any Common Stock or as a stockholder of Company, whether
such liability is asserted by Company or by creditors of Company.

15. MISCELLANEOUS

         15.1. Nonwaiver and Expenses. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies.
If Company fails to make, when due, any payments provided for hereunder, or
fails to comply with any other provision of this Warrant, Company shall pay to
Holder such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys' fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

         15.2. Notice Generally. Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either delivered in person with receipt acknowledged or sent by registered
or certified mail, return receipt requested, postage prepaid, or by telecopy and
confirmed by telecopy answerback, addressed as follows:

            (a) If to any Holder or holder of Warrant Stock, at its last known
address appearing on the books of Company maintained for such purpose.

            (b) If to Company at

                           Brush Engineered Materials Inc.
                           17876 St. Clair Avenue
                           Cleveland, Ohio 44110

                                      -17-
<PAGE>

                           Attention: Secretary
                           Telecopy Number: (216) 481-2523

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three (3) Business Days after the same shall have been deposited
in the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

         15.3. Indemnification. Company agrees to indemnify and hold harmless
Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against Holder in any manner relating to or arising out of (i) Holder's exercise
of this Warrant and/or ownership of any shares of Warrant Stock issued in
consequence thereof, or (ii) any litigation to which Holder is made a party in
its capacity as a stockholder of Company; provided, however, that Company will
not be liable hereunder to the extent that any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees,
expenses or disbursements resulted from Holder's gross negligence, bad faith or
willful misconduct in its capacity as a stockholder or warrantholder of Company.

         15.4. Remedies. Each holder of Warrant and Warrant Stock, in addition
to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under Section 9
of this Warrant. Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of Section 9 of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

         15.5. Successors and Assigns. Subject to the provisions of Sections 3.1
and 9, this Warrant and the rights evidenced hereby shall inure to the benefit
of and be binding upon the successors of Company and the successors and assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant and, with respect to Section 9
hereof, holders of Warrant Stock, and shall be enforceable by any such Holder or
holder of Warrant Stock.

         15.6. Amendment. This Warrant and all other Warrants may be modified or
amended or the provisions hereof waived with the written consent of Company and
the Majority Holders, provided that no such Warrant may be modified or amended
to reduce the number of shares of Common Stock for which such Warrant is
exercisable or to increase the price at which such shares may be purchased upon
exercise of such Warrant (before giving effect to any adjustment as provided
therein) without the prior written consent of the Holder thereof.

                                      -18-
<PAGE>


         15.7. Severability. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Warrant.

         15.8. Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

         15.9. Governing Law. This Warrant shall be governed by the laws of the
State of New York, without regard to the provisions thereof relating to conflict
of laws.

         15.10. Waiver of Jury Trial. Company hereby irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
on contract, tort or otherwise) arising out of or relating to this Warrant or
the enforcement of all rights and defenses under this Warrant.



                                      -19-
<PAGE>




         IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed
and its corporate seal to be impressed hereon and attested by its Secretary or
an Assistant Secretary.

Dated:  December 4, 2003

                                               BRUSH ENGINEERED MATERIALS INC.


                                               By:____________________________
                                                   Name:  John Grampa
                                                   Title:  VP, Finance

Attest:


By:_________________________
     Name:
     Title:




                                      -20-
<PAGE>










                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                [To be executed only upon exercise of Warrant]
         The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of __________ shares of Common Stock of Brush
Engineered Materials Inc. and herewith makes payment therefor, all at the price
and on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to _______________ whose address is _______________ and, if such
shares of Common Stock shall not include all of the shares of Common Stock
issuable as provided in this Warrant, that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered to
the undersigned.

                                    ---------------------------------
                                    (Name of Registered Owner)


                                    ---------------------------------
                                    (Signature of Registered Owner)


                                    ---------------------------------
                                    (Street Address)


                                    ---------------------------------
                                    (City)   (State)  (Zip Code)


NOTICE:           The signature on this subscription must correspond with the
                  name as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.


<PAGE>



                                    EXHIBIT B

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:
<TABLE>
<CAPTION>
                                                    No. of Shares of
Name and Address of Assignee                          Common Stock
<S>                                                 <C>
</TABLE>




and does hereby irrevocably constitute and appoint _________________________
attorney-in-fact to register such transfer on the books of Brush Engineered
Materials Inc. maintained for the purpose, with full power of substitution in
the premises.

Dated:                             Print Name:
      ---------------------                   -----------------
                                   Signature:
                                              -----------------
                                   Witness:
                                           --------------------
NOTICE:           The signature on this subscription must correspond with the
                  name as written upon the face of the within Warrant in every
                  particular, without alteration or enlargement or any change
                  whatsoever.






                                       i