WARRANT AGREEMENT


     This WARRANT AGREEMENT (the "Agreement") is entered into as of May 30, 2001
by and  between  Evercom,  Inc.,  a Delaware  corporation  (the  "Company")  and
_________________________________________________ (the "Holder").

     Contemporaneously  with the  execution  of this  Agreement,  the  Holder is
acquiring  _________  shares of the Company's  Class A Common  Stock,  $0.01 par
value stock  ("Common  Stock")  and, in  connection  therewith,  the Company has
agreed to issue and sell to the Holder a Warrant, as hereinafter  described (the
"Warrant"),  to purchase _________ shares (the "Shares") of the Company's Common
Stock. The issuance of the Warrant by the Company shall occur  concurrently with
the Holder's acquisition of the shares of Common Stock.

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the  purpose of  defining  the terms and  provisions  of the Warrant and the
respective rights and obligations thereunder,  the Company and the Holder hereby
agree as follows:

     1. Transferability and Form of Warrant.

     1.1. Registration. The Warrant shall be numbered and shall be registered on
the books of the Company when issued. This Agreement, the Warrant and any Shares
issued  hereunder  are  subject to the rights and  obligations  of that  certain
Shareholders  Agreement (the "Shareholders  Agreement") dated as of December 27,
1996,  between the  Company,  and the  shareholders  and  warrantholders  of the
Company.

     1.2.  Non-Transferability.  The Warrant may be freely  traded  separate and
apart from the shares of Common  Stock.  However,  neither  the  Warrant nor the
right,  title or interest of the Holder in this  Agreement may be transferred or
assigned  unless such transfer or assignment is to an "accredited  investor," as
defined in Rule 501  promulgated  under the  Securities Act of 1933, as amended,
compliance  with  said  standard  to  be  demonstrated  by  evidence  reasonably
satisfactory to the Company; provided,  however, in the event the Holder assigns
or transfers its interest in this Agreement,  the assignee or transferee of said
interest shall be subject to all Section 1.3 restrictions and shall acquire only
such partial exercise rights as remain pursuant thereto.  This Agreement and all
rights and interests hereunder are assignable or transferable by the Holder only
in whole  and not in part.  Any  Shares  issued  pursuant  to a  Warrant  issued
hereunder  shall be  subject  to the  rights  and  obligations  of that  certain
Registration Rights Agreement dated as of December 27, 1996, between the Company
and its shareholders and warrantholders, and the Shareholders Agreement.

     1.3.  Securities Law Restrictions on Transfer of the Warrant.  Neither this
Agreement,  the Warrant,  any of the Shares,  nor any interest herein or therein
may  be  sold,  transferred,   or  otherwise  disposed  of  in  the  absence  of
registration  or  qualification,  as the case  may be,  of the  same  under  the
Securities Act of 1933, as amended,  and applicable state securities laws, or an
exemption therefrom.  The Warrant may be divided, upon request to the Company by
the  Holder,  into a  certificate  or  certificates  representing  the  right to
purchase  the same  aggregate  number of Shares.  Unless the  context  indicates
otherwise,  the term "Holder"  shall include any transferee or transferee of the
Warrant and the term  "Warrant"  shall include any and all warrants  outstanding
pursuant to this  Agreement,  including  those  evidenced  by a  certificate  or
certificates issued upon division, exchange,  substitution or permitted transfer
pursuant to this Agreement.

     1.4.  Form of Warrant.  The text of the Warrant and the form of election to
purchase Shares shall be  substantially as set forth in Exhibit 1.4A and Exhibit
1.4B  attached  hereto and  hereby  made a part  hereof.  The  Warrant  shall be
executed  on  behalf  of the  Company  by its  Chairman,  President  or any Vice
President.

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     A Warrant  bearing the signature of an  individual  who was at any time the
proper officer of the Company shall bind the Company,  notwithstanding that such
individual  shall have ceased to hold such office  prior to the delivery of such
Warrant or did not hold such office on the date of this Agreement.

     The  Warrant  shall be dated as of the  date of  signature  thereof  by the
Company either upon initial issuance or upon division, exchange, substitution or
transfer.

     1.5. Legend on Warrant Shares.  The Warrant and each certificate for Shares
initially  issued  upon --  exercise of the  Warrant,  shall bear the  following
legend:

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES  ACT").  SUCH
SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, MORTGAGED, PLEDGED
OR  OTHERWISE  DISPOSED  OF EXCEPT (I)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS, OR (II) UPON
RECEIPT OF AN OPINION OF THE COUNSEL TO THE TRANSFEROR, REASONABLY ACCEPTABLE TO
THE  ISSUER,  THAT  SUCH  SALE,  TRANSFER,  PLEDGE,   HYPOTHECATION,   OR  OTHER
DISPOSITION IS PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. BY ITS
ACCEPTANCE  HEREOF,  THE  HOLDER  OF  THIS  CERTIFICATE  REPRESENTS  THAT  IT IS
ACQUIRING  SUCH  SECURITIES  FOR  INVESTMENT  PURPOSES  ONLY AND NOT WITH A VIEW
TOWARD THE DISTRIBUTION OR RESALE THEREOF, AND AGREES TO COMPLY WITH THE WARRANT
AGREEMENT,  DATED AS OF MAY 30,  2001,  BY AND AMONG  EVERCOM,  INC., A DELAWARE
CORPORATION (THE "COMPANY") AND THE HOLDER,  THE  REGISTRATION  RIGHTS AGREEMENT
DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY, AND ITS SHAREHOLDERS AND
WARRANTHOLDERS,  AND THE SHAREHOLDERS AGREEMENT DATED AS OF DECEMBER 27, 1996 BY
AND AMONG THE COMPANY, AND ITS SHAREHOLDERS AND WARRANTHOLDERS.

     Any warrant or certificate  issued at any time in exchange or  substitution
for any warrant or  certificate  bearing  such legend  shall also bear the above
legend unless,  in the opinion of the Company's counsel or such other counsel as
shall be reasonably approved by the Company, the securities  represented thereby
are no longer subject to the restrictions referred to in such legend.

     1.6.  Investment Letter.  Simultaneously with the delivery to the Holder of
certificates  or other documents  representing  the Shares and/or any substitute
Warrant,  the Holder will  execute  and deliver to the Company a letter,  in the
following form of Exhibit 1.6 hereto, representing to the Company as follows:

     (a) The Holder is acquiring the Shares and the Warrant for the Holder's own
account (and not for the account of others),  for investment and not with a view
to the distribution or resale thereof;

     (b) The  Holder  is an  "accredited  investor",  as  defined  in  Rule  501
promulgated under the Securities Act of 1933, as amended (the "1933 Act");

     (c) The Holder  understands  that the Holder may not sell or dispose of the
Shares or the Warrant in the absence of either a  registration  statement  under
the 1933 Act or an exemption from the registration provisions of the 1933 Act;

     (d) The Holder  understands  that the Warrant and the Shares are subject to
restrictions on transfer as provided in the Shareholders Agreement;

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     (e) The Holder  understands  and agrees that if he should decide to dispose
of or transfer any of the Shares or the Warrant, he may dispose of them only (i)
to an "accredited  investor",  (ii) in compliance  with the 1933 Act, as then in
effect,  and (iii)  upon  delivery  to the  Company of an  opinion,  in form and
substance  reasonably  satisfactory  to the Company,  of  recognized  securities
counsel  to the  effect  that  the  disposition  or  transfer  is to be  made in
compliance with all applicable federal and state securities laws; and

     (f) The Holder understands that stop-transfer instructions to the foregoing
effect will be in effect with respect to the Shares and the Warrant.

     2.  Exchange  of  Warrant  Certificate.  Subject  in  all  respects  to the
limitations  on  transferability  and  divisibility  of  Section 1  hereof,  any
certificate  evidencing  all or a portion of the  Warrant may be  exchanged  for
another  certificate  or  certificates  entitling  the Holder to purchase a like
aggregate  number of Shares as the certificate or certificates  surrendered then
entitling such Holder to purchase. Any Holder desiring to exchange a certificate
evidencing  all or a portion of the Warrant,  shall make such request in writing
delivered  to  the  Company,  and  shall  surrender,   properly  endorsed,   the
certificate evidencing the portion of the Warrant to be so exchanged.

     Thereupon,  the Company shall,  within 5 business days, execute and deliver
to the person entitled thereto a new certificate  evidencing all or a portion of
the Warrant as so requested.

     3. Term of Warrants; Exercise of Warrants.

     (a)  Subject  to the terms of this  Agreement,  the  Holder  shall have the
right, at any time during the period  commencing at 9:00 a.m. New York, New York
time, on May 31, 2001 (the "Exercisability Date" ), and ending at 5:00 p.m., New
York, New York time, on December 31, 2007 (the "Termination  Date"), to purchase
from the Company up to the number of Shares  which the Holder may at the time be
entitled to purchase  pursuant to this  Agreement and the portion of the Warrant
(or certificate therefor) then held by it, upon surrender to the Company, at its
principal office in Dallas, Texas, of the certificate  evidencing the portion of
the Warrant to be exercised  together  with the purchase form duly filled in and
signed,  and upon payment to the Company of the portion of the Warrant Price, as
defined in and determined in accordance  with the provisions of Sections 6 and 7
hereof,  allocable to the number of Shares with respect to which such portion of
the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in
cash,  by cashier's  check or by wire  transfer or (ii) through the surrender of
debt,  preferred  equity  securities  or Common  Stock of the  Company  having a
principal amount,  liquidation preference,  or current market price, as the case
may be, equal to the aggregate  Warrant Price to be paid (to the extent then due
and  payable,  the Company  will pay the accrued  interest or  dividends on such
surrendered debt,  preferred equity  securities,  or Common Stock in cash at the
time of  surrender  and,  if not due and payable at the time of  surrender,  the
Company will issue a like debt instrument or preferred equity  securities in the
amount  of such  accrued  interest  or  dividend,  as the  case may be) or (iii)
through "cashless" or "net-issue" exercise provided in Section 3(b) below.

     (b) The holder of the Warrant may also exercise the Warrant in a "cashless"
or  "net-issue"  exercise by  delivery to the Company of (a) the written  notice
described in Section 3(a) above, (b) the Warrant and (c) written notice that the
holder  elects to make  payment of the  Warrant  Price,  in full or in part,  by
surrender of its right to purchase  certain  shares of Common Stock  pursuant to
the Warrant.  For purposes of this Section  3(b),  the value of the surrender of
the right to purchase a share of Common Stock shall be  attributed a value equal
to (i) the current  market  price per share of Common  Stock minus (ii) the then
Warrant Price per share of Common Stock. If the  determination of current market
price per share of Common  Stock is to be made for a "cashless"  or  "net-issue"
exercise in connection  with an initial  public  offering of Common  Stock,  the
current  market  price  per  share of  Common  Stock  shall  equal the per share
offering price without  deductions for any  compensation,  discounts or expenses
paid or incurred by the

<PAGE>


Company in connection  with such offering.  Otherwise,  the current market price
shall be determined in accordance with the provisions of Section 7.1(f) hereof.

     (c) Upon such  surrender  of the  Warrant  (or  certificate  therefor)  and
payment of such Warrant Price as aforesaid,  or after  "cashless" or "net issue"
exercise,  the Company shall,  within five (5) business days, issue and cause to
be  delivered  to or upon the written  order of the Holder,  and in such name or
names as the Holder may designate, certificate or certificates for the number of
full Shares so purchased  upon the exercise of the Warrant,  together with cash,
as provided in Section 8 hereof, with respect to any fractional Shares otherwise
issuable  upon such  surrender  and the cash,  property and other  securities to
which the  Holder is  entitled  pursuant  to the  provisions  of  Section 7. The
Warrant shall be exercisable,  at the election of the Holder, either in whole or
from time to time in part and, in the event that the certificate  evidencing the
Warrant is  exercised  with  respect  to less than all of the  Shares  specified
therein at any time prior to the Termination Date, a new certificate  evidencing
the remaining Warrant shall be issued by the Company.

     4. Payment of Taxes. The Company shall pay all documentary  stamp taxes, if
any,  attributable  to the initial  issuance of the  Shares;  provided  that the
Company  shall not be required to pay any tax or taxes which may be payable with
respect to any secondary transfer of the Warrant or the Shares.

     5. Mutilated or Missing  Warrant.  In case the  certificate or certificates
evidencing  the Warrant  shall be  mutilated,  lost,  stolen or  destroyed,  the
Company shall,  at the request of the Holder,  issue and deliver in exchange and
substitution  for  and  upon  cancellation  of  the  mutilated   certificate  or
certificates, or in lieu of and substitution for the certificate or certificates
lost,  stolen or destroyed,  a new Warrant  certificate or  certificates of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence  satisfactory to the Company of such loss, theft or destruction of such
Warrant and of a bond of indemnity, if requested,  also satisfactory in form and
amount  at  the  applicant's  cost.   Applicants  for  such  substitute  Warrant
certificate  shall also comply with such other  reasonable  regulations  and pay
such other  reasonable  charges as the Company may prescribe,  not to exceed Two
Hundred Fifty and no/100 Dollars ($250) per occurrence.

     6. Warrant Price.

     6.1.  Warrant  Price.  The per Share price (the  "Warrant  Price") at which
Shares shall be purchasable upon the exercise of the Warrant is $750.00, subject
to adjustment pursuant to Section 7 hereof.

     7. Adjustment of Warrant Price and Number of Shares.

     7.1.  Adjustment of Warrant Price and Number of Shares.  After the issuance
of the Warrant, the number and kind of securities  purchasable upon the exercise
of the Warrant and the Warrant Price shall be subject to adjustment from time to
time upon the happening of certain events, as follows:

     (a) Adjustments for Change in Capital Stock. In the event the Company shall
(A) pay a stock  dividend or make a  distribution  to holders of Common Stock in
shares of its Common Stock, (B) subdivide its outstanding shares of Common Stock
into a larger  number of shares,  (C) combine its  outstanding  shares of Common
Stock into a smaller  number of shares,  (D) make a  distribution  on its Common
Stock in shares of its capital stock other than Common Stock or preferred stock,
(E)  issue by  reclassification  of its  shares of  Common  Stock any  shares of
capital  stock of the Company,  or (F) take any action which would result in any
of the  foregoing,  then the Warrant  Price and the number and kind of shares of
capital  stock of the Company  issuable  upon exercise of a Warrant as in effect
immediately prior to such action shall then be  proportionally  adjusted so that
the holder of any Warrant thereafter  exercised may receive the

<PAGE>


aggregate  number and kind of shares of capital  stock of the  Company  which he
would have owned  immediately  following  such  action if such  Warrant had been
exercised immediately prior to such action.

     An  adjustment  made  pursuant  to  this  Section  7.1(a)(i)  shall  become
effective  retroactively  immediately  after  the  record  date in the case of a
dividend or distribution of Common Stock and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.  If after an adjustment a holder of a Warrant upon exercise of
it may receive  shares of two or more  classes of capital  stock of the Company,
the Company shall determine the allocation of the adjusted Warrant Price between
the classes of capital stock. After such allocation,  the exercise privilege and
the Warrant Price of each class of capital stock shall  thereafter be subject to
adjustment  on terms  comparable  to those  applicable  to Common  Stock in this
Section.

     (b) Adjustment  for Rights Issue.  If the Company  distributes  any rights,
options  or  warrants  to any holder of its Common  Stock  entitling  them for a
period expiring within 60 days after the record date mentioned below to purchase
shares of Common  Stock at a price per share less than the current  market price
per share on that record date, the Warrant Price shall be adjusted in accordance
with the formula:


                               N x P
                        O + ---------
                                 M
                  W' = W x  ---------
                               O + N


         Where:

                  W' = the adjusted Warrant Price

                  W  = the current Warrant Price

                  O = the number of shares of Common Stock  outstanding on the
                      record date

                  N  = the number of additional shares of Common Stock offered

                  P  = the offering price per share of the additional shares

                  M  = the current market price per share of Common Stock on the
                       record date

     The adjustment shall be made successively whenever any such rights, options
or warrants are issued and shall become effective  immediately  after the record
date for the  determination  of  stockholders  entitled  to  receive  the right,
options or  warrants.  If at the end of the  period  during  which such  rights,
options or warrants are exercisable,  not all rights,  options or warrants shall
have been exercised,  the Warrant Price shall be immediately  readjusted to what
it would  have been if "N" in the above  formula  had been the  number of shares
actually issued.

     (c) Adjustment for Other  Distributions.  If the Company distributes to any
holder of its Common Stock any of its assets (including but not limited to cash,
debt  securities,  preferred  stock,  or any rights or warrants to purchase debt
securities,  preferred stock,  assets or other  securities of the Company),  the
Warrant Price shall be adjusted in accordance with the formula:

                              M - F
                  W' = W x ----------
                                M


<PAGE>



         Where:

                  W' = the adjusted Warrant Price

                  W  = the current Warrant Price

                  M  = the  current   market  price  per  share  of  Common
                       Stock outstanding on the record date mentioned below

                  F = the Fair Market Value on the record date of the net
                      assets, securities, rights or warrants applicable to one
                      share of Common Stock.

     The adjustment shall be made successively whenever any such distribution is
made and  shall  become  effective  immediately  after the  record  date for the
determination  of  stockholders  entitled  to  receive  the  distribution.  This
subsection  does  not  apply to  rights,  options  or  warrants  referred  to in
subsection (b) of this Section 7.1.

     (d)  Adjustment  for Common Stock Issue.  If the Company  issues  shares of
Common Stock for a  consideration  per share less than the current  market price
per share on the date the Company  fixes the offering  price of such  additional
shares, the Warrant Price shall be adjusted in accordance with the formula:


                                  P
                     W' = W x ---------
                                O + M
                              ---------
                                  A


         Where:

                  W' = the adjusted Warrant Price

                  W  = the then current Warrant Price

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

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

                  M  = the current market price per share on the date of
                       issuance of such additional shares

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

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

     This subsection (d) does not apply to:

               (1) any of the transactions  described in subsections (b) and (c)
          of this Section 7.1 or

               (2) Common Stock issued in a bona fide public  offering  pursuant
          to a firm commitment underwriting or



<PAGE>



               (3) Shares of Common Stock issued pursuant to existing options or
          the exchange of convertible securities on the date hereof.

     (e) Adjustment for Convertible  Securities or Options Issue. If the Company
issues any  securities  convertible  into or  exchangeable  for Common  Stock or
options,  rights or warrants to subscribe for, purchase or otherwise acquire any
class of Common Stock or convertible securities (other than securities issued in
transactions  described  in  subsections  (b) and (c) of this Section 7.1) for a
consideration per share of Common Stock initially deliverable upon conversion or
exchange of such  securities less than the current market price per share on the
date of issuance  of such  securities,  the  Warrant  Price shall be adjusted in
accordance with this formula:


                                 P
                             O + _
                                 M
                  W' = W x  ---------
                             O + D

         Where:

                  W' = the adjusted Warrant Price

                  W  = the then current Warrant Price

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

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

                  M = the current market price per share on the date of issuance
                      of such securities or to be received upon the exercise of
                      such securities

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

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

     No  further  adjustment  in the  Warrant  Price  shall  be  made  upon  the
subsequent  issue of  convertible  securities or shares of Common Stock upon the
exercise of options or conversion or exchange of such convertible securities.

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

     This  subsection (e) does not apply to convertible  securities  issued in a
bona fide public offering pursuant to a firm commitment underwriting.

     (f) Current Market Price.

          (1) In Section  3(b) and  subsections  (b),  (c),  (d) and (e) of this
     Section  7.1(a) the current  market  price per share of Common Stock on any
     date is:


<PAGE>


          (i) if the Common  Stock is not  registered  under the  Exchange  Act,
     then,  based upon the Fair Market Value of 100% of the Company if sold as a
     going concern and without  regard to any discount for the lack of liquidity
     or on the  basis  that  the  relevant  shares  of the  Common  Stock do not
     constitute a majority or controlling interest in the Company; or

          (ii) if the Common Stock is  registered  under the  Exchange  Act, the
     average of the Quoted Prices of the Common Stock for 20 consecutive trading
     days before the date in question. The "Quoted Price" of the Common Stock is
     the last  reported  sales  price of the Common  Stock as reported by Nasdaq
     National Market, or if the Common Stock is listed on a national  securities
     exchange,  the  last  reported  sales  price  of the  Common  Stock on such
     exchange  (which shall be for  consolidated  trading if  applicable to such
     exchange), or if neither so reported or listed, the last reported bid price
     of the Common  Stock.  In the absence of one or more such  quotations,  the
     current  market  price of the Common  Stock shall be  determined  as if the
     Common Stock was not registered under the Exchange Act.

          (2) Fair Market  Value.  Fair Market Value means the value  obtainable
     upon a sale in an arm's length transaction to a third party under usual and
     normal  circumstances,  with  neither  the buyer nor the  seller  under any
     compulsion  to act, with equity to both, as determined by the Board in good
     faith; provided,  however, that if the holder of this Warrant shall dispute
     the Fair Market Value as determined by the Board, such holder may undertake
     to have it and the Company retain an Independent  Expert. The determination
     of Fair Market Value by the Independent Expert shall be final,  binding and
     conclusive  on the Company and such  holder.  All costs and expenses of the
     Independent  Expert  shall be borne by such  holder  unless the Fair Market
     Value as determined by the Independent Expert exceeds the Fair Market Value
     as  determined by the Board by 5% but less than 10%, in which case the cost
     of the  Independent  Expert shall be shared  equally by such holder and the
     Company,  and unless the Fair Market Value as determined by the Independent
     Expert  exceeds the Fair Market Value as  determined by the Board by 10% or
     more,  in  which  case the cost of the  Independent  Expert  shall be borne
     solely by the Company.

          (3) Independent Expert. Independent Expert means an investment banking
     firm reasonably agreeable to the Company and the holder of this Warrant who
     does not (and whose  affiliates  do not) have a  financial  interest in the
     Company or any of its affiliates.

     (g)  Consideration  Received.  For purposes of any  computation  respecting
consideration  received pursuant to subsections (d) and (e) of this Section 7.1,
the following shall apply:

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

          (2) in the case of the  issuance  of  shares  of  Common  Stock  for a
     consideration in whole or in part other than cash, the consideration  other
     than cash shall be deemed to be the Fair Market Value thereof;

          (3) in the case of the  issuance  of  securities  convertible  into or
     exchangeable  for shares,  the aggregate  consideration  received  therefor
     shall be deemed to be the  consideration  received  by the  Company for the
     issuance of such securities plus the additional minimum  consideration,  if
     any, to be received by the Company upon the

<PAGE>



     conversion  or  exchange  thereof  (the  consideration  in each  case to be
     determined  in the same  manner as  provided in clauses (1) and (2) of this
     subsection).

     (h) When De  Minimis  Adjustment  May Be  Deferred.  No  adjustment  in the
Warrant  Price need be made unless the  adjustment  would require an increase or
decrease of at least 1% in the Warrant Price.  Any adjustments that are not made
shall be carried forward and taken into account in any subsequent adjustment.

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

     (i) Notice of  Adjustment.  Whenever  the Warrant  Price is  adjusted,  the
Company shall provide the notice required by Section 11 hereof.

     (j)  Voluntary  Reduction.  The  Company  from time to time may  reduce the
Warrant  Price by any amount for any period of time if the period is at least 20
days and if the reduction is irrevocable during the period;  provided,  however,
that in no event may the Warrant  Price be less than the par value of a share of
Common Stock.

     Whenever the Warrant  Price is reduced,  the Company  shall mail to Warrant
holders a notice of the reduction. The Company shall mail the notice at least 15
days before the date the reduced  Warrant Price takes  effect.  The notice shall
state the reduced Warrant Price and the period it will be effect.

     A  reduction  of the  Warrant  Price does not change or adjust the  Warrant
Price otherwise in effect for purposes of subsections (a), (b), (c), (d) and (e)
of this Section 7.1.

     (k)  Adjustment  in Number of Shares.  Upon each  adjustment of the Warrant
Price pursuant to this Section 7.1, each Warrant outstanding prior to the making
of the  adjustment in the Warrant Price shall  thereafter  evidence the right to
receive  upon  payment of the  adjusted  Warrant  Price that number of shares of
Common Stock (calculated to the nearest  hundredth)  obtained from the following
formula:
                              W
                    N' = N x ---
                              W'


         Where:

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

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

                  W' = the adjusted Warrant Price

                  W = the Warrant Price prior to adjustment.

     (l) In  calculating  any adjustment  hereunder,  the Warrant Price shall be
calculated  to the nearest cent and the number of Shares  purchasable  hereunder
shall be calculated to the nearest .001 of a share.

     (m) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant to this  Section 7, the Holder  shall  become  entitled to purchase any
securities  of the Company  other than Class A Common  Stock,  the Company shall
duly reserve such  securities  for  issuance


<PAGE>



and thereafter the number of such other  securities so purchasable upon exercise
of the Warrant and the Warrant Price of such securities  shall be subject to the
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable  to the  provisions  with  respect to the Shares  contained  in this
Section 7.

     (n) In any case in which the  provisions  of this  Section 7.1 require that
the adjustment shall be effective  immediately after a record date for an event,
the  Company  may defer  until the  occurrence  of such event (1) issuing to the
holder of the Warrant or portion  thereof  exercised  after such record date and
before  the  occurrence  of such  event the  additional  shares of Common  Stock
issuable upon such exercise by reason of the  adjustment  required by such event
over and above the shares of Common Stock  issuable  upon such  exercise  before
giving effect to such adjustment, and (2) paying to such holder any cash in lieu
of a fractional  share of Common Stock  pursuant to Section 8 hereof;  provided,
however,  that  the  Company  shall  deliver  to the  holder a due bill or other
appropriate  instrument  evidencing  such holder's  right to receive  additional
shares,  other capital stock and cash upon the occurrence of the event requiring
such adjustment.

     7.2.  Statement on Warrants.  Irrespective of any adjustment in the Warrant
Price or the  number  or kind of Shares  purchasable  upon the  exercise  of the
Warrant, the Warrant certificate or certificates theretofore issued may continue
to  express  the same  price and  number and kind of shares as are stated in the
Warrant initially issuable pursuant to this Agreement.

     7.3.  Reservation.  The  Company  shall  at  all  times  reserve  and  keep
available,  free  from  preemptive  rights,  so  long  as  the  Warrant  remains
outstanding,  out of its authorized but unissued Common Stock the full number of
shares of Common  Stock  deliverable  upon the exercise of the Warrant and shall
take all such action and obtain all such  permits or orders as may be  necessary
to enable the Company lawfully to issue such Common Stock.

     The Company or, if appointed,  the transfer agent for the Common Stock (the
"Transfer  Agent")  and every  subsequent  transfer  agent for any shares of the
Company's  capital  stock  issuable  upon the  exercise  of any of the rights of
purchase  aforesaid will be irrevocably  authorized and directed at all times to
reserve such number of authorized  shares as shall be required for such purpose.
The Company will keep a copy of this  Agreement on file with the Transfer  Agent
and with every subsequent transfer agent for any shares of the Company's capital
stock  issuable upon the exercise of the rights of purchase  represented  by the
Warrants.  The Company will furnish such Transfer Agent a copy of all notices of
adjustments  and  certificates  related  thereto,  transmitted  to  each  holder
pursuant to Section 11 hereof.

     Before  taking any action  which  would  cause an  adjustment  pursuant  to
Section 7.1 hereof to reduce the Warrant Price below the then par value (if any)
of the Shares,  the Company  will take any  corporate  action  which may, in the
opinion of its  counsel  (which  may be counsel  employed  by the  Company),  be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Shares at the Warrant Price as so adjusted.

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

     7.4. Change in Control; Merger; Reorganization. Notwithstanding anything to
the  contrary  contained  herein,  in the event of (i) a Change of  Control  (as
hereinafter defined), (ii) any acquisition of the Corporation by means of merger
or other form of corporate  reorganization  in which  outstanding  shares of the
Corporation  are exchanged  for  securities or other  consideration  issued,  or
caused to be issued, by the acquiring  corporation or its subsidiary (other than
a mere  reincorporation  transaction),  or (iii) the sale or  transfer of all or
substantially  all of the  assets of the  Company to another  person,  (each,  a
"Major  Event"),  the Company shall provide written notice of such occurrence to
the Holder  (the  "Change of Control  Notice") at least ten (10)  business  days


<PAGE>


prior to the  occurrence  of such Major Event.  The Holder may,  within ten (10)
business  days of receipt  of a Change of Control  Notice  (the  "Notice  Cutoff
Date"), exercise the Warrant and purchase, in accordance with the procedures set
forth in  Section 3 hereof,  up to such  number of Shares as the  Holder  may be
entitled to purchase hereunder,  provided however,  the Holder (i) may condition
the exercise of the Warrant and the purchase of the Shares upon  consummation of
the Major Event,  (ii) may require that the acquisition of the Shares and tender
of the Warrant Price occur  contemporaneously with the consummation of the Major
Event,  and (iii)  may  offset  and/or  credit  against  the  Warrant  Price any
consideration  to be received by the Holder as part of the  consummation  of the
Major Event.

     For  purposes  of  this  Agreement,   Change  of  Control  shall  mean  the
acquisition by any person or group (as such term is defined in Section  13(d)(3)
of the  Securities  Exchange  Act of  1934,  as  amended,  (the  "1934  Act") of
beneficial  ownership (as such term is defined in Rule 13d-3  promulgated  under
the 1934 Act) of more than 25% of the outstanding  shares of Common Stock of the
Company.

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

     9. Fractional Interests.  The Company shall be required to issue fractional
Shares on the exercise of the Warrant.

     10. No Rights as Stockholder. Nothing contained in this Agreement or in the
Warrant shall be construed as conferring  upon the Holder or its  transferee any
rights as a stockholder of the Company.

     11. Notices. Any notice pursuant to this Agreement by the Company or by the
Holder  shall be in  writing  and shall be  deemed  to have  been duly  given if
delivered  personally with written  receipt  acknowledged or mailed by certified
mail five days after mailing, return receipt requested:

                  If to the Holder:

                  SHAREHOLDER
                  COMPANY
                  ADDRESS
                  CITY, STATE ZIP
                  CONFIDENTIAL

                  If to the Company:

                  8201 Tristar Drive
                  Irving, Texas  75063
                  Attention:  Chief Executive Officer

     Each party hereto may from time to time change the address to which notices
to it are to be delivered or mailed  hereunder by notice in accordance  herewith
to the other party.

     Upon any  adjustment  of the Warrant  Price  pursuant to Section  7.1,  the
Company  shall  promptly  thereafter  (i) cause to be filed  with the  Company a
certificate of a firm of independent public  accountants of recognized  standing
selected  by the  Board of  Directors  of the  Company  (who may be the  regular
auditors of the Company)  setting forth the Warrant Price after such  adjustment
and setting forth in reasonable  detail the method of calculation  and the facts
upon

<PAGE>



which such  calculations  are based and  setting  forth the number of Shares (or
portion  thereof)  issuable  after such  adjustment in the Warrant  Price,  upon
exercise  of a  Warrant  and  payment  of  the  adjusted  Warrant  Price,  which
certificate  shall be conclusive  evidence of the correctness of the matters set
forth therein,  and (ii) cause to be given to each of the registered  holders of
the Warrants at his address  appearing on the Warrant register written notice of
such adjustments by first class mail, postage prepaid.  Where appropriate,  such
notice may be given in advance and included as a part of the notice  required to
be mailed under the other provisions of this Section 11.

     In case:  (a) the Company  shall  authorize  the issuance to all holders of
shares of Common  Stock of  rights,  options or  warrants  to  subscribe  for or
purchase shares of Common Stock or of any other subscription rights or warrants;
(b) the Company  shall  authorize the  distribution  to all holders of shares of
Common  Stock of  evidences  of its  indebtedness  or  assets  (other  than cash
dividends or cash distributions  payable out of consolidated  earnings or earned
surplus or dividends payable in shares of Common Stock or distributions referred
to in subsection (1) of Section 7.1 hereof); (c) of the voluntary or involuntary
dissolution,  liquidation  or  winding  up of the  Company;  or (d) the  Company
proposes to take any action  (other than actions of the  character  described in
Section  7.1(a)) which would require an adjustment of the Warrant Price pursuant
to Section 7; then the Company shall cause to be given to each of the registered
holders of the  Warrants at his address  appearing on the Warrant  register,  at
least 20 days prior to the  applicable  record date  hereinafter  specified,  or
promptly in the case of events for which there is no record date, by first-class
mail,  postage  prepaid,  a written  notice stating (i) the date as of which the
holders of record of shares of Common  Stock to be  entitled to receive any such
rights,  options,  warrants or  distribution  are to be determined,  or (ii) the
initial  expiration  date set forth in any tender  offer or  exchange  offer for
shares of Common Stock.  The failure to give the notice required by this Section
11 or any defect  therein  shall not  affect the  legality  or  validity  of any
distribution,   right,  option,  warrant,  conveyance,   transfer,  dissolution,
liquidation or winding up, or the vote upon any action.

     12.  Successors.  All the covenants and  provisions of this Agreement by or
for the benefit of the Company or the Holder shall bind and inure to the benefit
of their respective successors, heirs and permitted assigns.

     13.  Benefits  of this  Agreement.  Except as  otherwise  provided  herein,
nothing  in  this  Agreement  shall  be  construed  to  give  to any  person  or
corporation  other than the Company and the Holder any legal or equitable right,
remedy or claim under this  Agreement,  and this Agreement shall be for the sole
and exclusive benefit of the Company and the Holder.

     14. Further  Assurances.  The Company hereby agrees promptly to execute, at
the Holder's reasonable request after the issuance of the Warrant, any documents
or materials related to the transactions contemplated by this Agreement.

     15. Time of Essence.  Time is of the essence in interpreting and performing
this Agreement.

     16.  Severability.  In case any provision in this  Agreement  shall be held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the  remaining  provisions  hereof  will not in any way be  affected or impaired
hereby.

     17. Jury Trial;  Jurisdiction.  The parties waive the right to a jury trial
with respect to any  controversy  or claim between or among the parties  hereto,
including but not limited to those arising out of or relating to this Agreement,
including any claim based on or arising from an alleged tort.

     18.  Governing Law. This Agreement  shall be governed by and interpreted in
accordance   with  the  laws  of  the  State  of  Delaware.   The  parties,   in
acknowledgment  that  they

<PAGE>


have been  represented  by counsel and that this  Agreement  has been  carefully
negotiated, agree that the construction and interpretation of this Agreement and
other documents entered into in connection herewith shall not be affected by the
identity of the party under whose  direction or at whose expense this  Agreement
and such documents were prepared or drafted.

     19.  Attorneys'  Fees.  In the  event  of any  disputes  arising  hereunder
concerning the interpretation or enforcement of this Agreement, a party shall be
entitled to recover  from the party  determined  to be in breach its  attorneys'
fees, costs and expenses.

     20. Specific Performance. Each of the parties shall be entitled to specific
performance  in the  event of a breach by the  other  party of their  respective
obligations  hereunder.  Such  remedy  shall be in  addition  to,  but shall not
replace, any other remedies,  which might be available under this Agreement,  at
law or in equity, including without limitation, actions for attorney's fees.

     21. Registration  Rights. The Shares issuable upon exercise of this Warrant
are subject to certain  rights and  restrictions  pursuant  to the  Registration
Rights Agreement and the Shareholders Agreement.

     22.  Representations  of Company.  The Company  represents  and warrants to
Holder as follows:

     22.1.  Corporate   Organization  and  Good  Standing.   The  Company  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Delaware and is duly  qualified and in good standing in all
other states where the nature of its business or  operations or the ownership of
its property requires such qualification.

     22.2.  Corporate  Approval.  The  Company  has  full  corporate  power  and
authority  to execute and deliver this  Agreement  and all other  documents  and
agreements  to  be  executed  and   delivered  by  it  hereunder   ("Transaction
Documents") and to consummate the transactions contemplated hereby. The board of
directors of the Company has duly and validly approved the execution,  delivery,
and performance of this Agreement and the transactions  contemplated  herein. No
other corporate or legal proceedings on the part of the Company are necessary to
approve and  authorize  the  execution  and delivery of this  Agreement  and the
consummation   of  the   transactions   contemplated   hereby.   This  Agreement
constitutes,   and  the  other  Transaction  Documents,   when  executed,   will
constitute,  the legal,  valid,  and binding  obligation  and  agreement  of the
Company  enforceable  against the Company in accordance with its terms,  subject
only to the general law of creditors' rights.

     23.  Certain  Terms.  As used herein,  the  following  terms shall have the
meanings set forth below:

     "Common Stock" shall mean (A) the class of stock  designated as the Class A
Common  Stock  and  Class B  Common  Stock  of the  Company  at the date of this
Agreement,  or (B) any other class of stock resulting from successive changes or
reclassifications of such Common Stock.

     "Common Stock Equivalents"  shall mean (without  duplication with any other
Common Stock or Common Stock Equivalents) rights, warrants, options, convertible
securities or indebtedness,  exchangeable  securities or indebtedness,  or other
rights,  exercisable  for or  convertible  or  exchangeable  into,  directly  or
indirectly,  Common Stock and securities convertible or exchangeable into Common
Stock,  whether at the time of issuance,  upon the passage of time,  or upon the
occurrence of some future event.

<PAGE>


                      [SEE FOLLOWING PAGES FOR SIGNATURES]


<PAGE>


Corporation or Trust:                                         Address:
                                                              -------




 (name of entity)



By:
   ------------------------                                    -----------------
Print Name:                                                    Tax Payer Id. No.
           ----------------
Title:
       --------------------


Partnership:                                                  Address:
                                                              -------


(name of partnership)

      ----------------------


By:
   -------------------------                                  ------------------
         (name of general partner)                             Tax Payer Id. No.



By:
   -----------------------
Print Name:
           ---------------
Title:
       -------------------



Individual(s):                                                Address:
                                                              -------
(indicate style of ownership if more
than one (1) individual (e.g. JTWROS)

--------------------------------


Print Name:

---------------------                                         ----------------
                                                             Social Security No.




Print Name:
           --------------------                                ---------------
                                                             Social Security No.
Style of Ownership:

         -------------------

                         SIGNATURE PAGE FOR THE HOLDER

<PAGE>



"Company"
                                          EVERCOM, INC.,
                                       a Delaware corporation


                                         By:
                                       -----------------------------------------
                                        Name:  Richard Falcone
                                        Title:  Chief Executive Officer




<PAGE>


--------------------------------------------------------------------------------
                           Exhibit 1.4A - Page 1 of 2
--------------------------------------------------------------------------------

EXHIBIT 1.4A to
Warrant Agreement

WARRANT NO.
            ------------------------

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES
     ACT"). SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED,  TRANSFERRED,  EXCHANGED,
     MORTGAGED,  PLEDGED OR  OTHERWISE  DISPOSED  OF EXCEPT (I)  PURSUANT  TO AN
     EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND ANY APPLICABLE  STATE
     SECURITIES  LAWS,  OR (II) UPON RECEIPT OF AN OPINION OF THE COUNSEL TO THE
     TRANSFEROR,  REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SALE, TRANSFER,
     PLEDGE,  HYPOTHECATION,  OR OTHER  DISPOSITION  IS PURSUANT TO AN AVAILABLE
     EXEMPTION FROM SUCH  REGISTRATION.  BY ITS ACCEPTANCE HEREOF, THE HOLDER OF
     THIS  CERTIFICATE  REPRESENTS  THAT IT IS  ACQUIRING  SUCH  SECURITIES  FOR
     INVESTMENT  PURPOSES  ONLY AND NOT WITH A VIEW TOWARD THE  DISTRIBUTION  OR
     RESALE THEREOF,  AND AGREES TO COMPLY WITH THE WARRANT AGREEMENT,  DATED AS
     OF MAY __, 2001, BY AND AMONG EVERCOM,  INC., A DELAWARE  CORPORATION  (THE
     "COMPANY")   AND    ____________________________    (THE   "HOLDER"),   THE
     REGISTRATION  RIGHTS  AGREEMENT  DATED AS OF DECEMBER 27, 1996 BY AND AMONG
     THE COMPANY, AND ITS SHAREHOLDERS AND WARRANTHOLDERS,  AND THE SHAREHOLDERS
     AGREEMENT  DATED AS OF DECEMBER 27, 1996 BY AND AMONG THE COMPANY,  AND ITS
     SHAREHOLDERS AND WARRANTHOLDERS."



                           WARRANT TO PURCHASE SHARES
                           OF CLASS A COMMON STOCK OF
                          EVERCOM, INC. $.01 PAR VALUE

                      Exercisable commencing May 31, 2001;
                          Void after December 31, 2007;


THIS  CERTIFIES  that,  for  value   received,   _______________________________
____________________________________________________  ("Holder"),  or registered
assigns,  is  entitled,  subject to the terms and  conditions  set forth in this
Warrant, to purchase from Evercom, Inc., a Delaware corporation (the "Company"),
up to ___________ shares of Class A Common Stock, $0.01 par value ("Shares"), of
the  Company  commencing  at 9:00  a.m.,  Eastern  time,  on May 31,  2001,  and
continuing  up to 5 p.m.  Eastern time on December  31, 2007,  at an initial per
share price of $750.00.  This Warrant is issued pursuant to a Warrant  Agreement
between the Holder and the Company dated as of May __, 2001,  the terms of which
are  incorporated by reference herein and made a part of this instrument and are
referred to for a description of the rights, limitation of rights,  obligations,
duties and immunities  thereunder of the Company and the holders of the Warrant.
This Warrant is also subject to the terms and  obligations  of the  Shareholders
Agreement  dated December 27, 1996 by and among the Company,  the Holder and the
other warrantholders and shareholders of the Company.

     This Warrant may be exercised by the holder hereof,  in whole or in part by
the  presentation  and  surrender  of this  Warrant with the form of Election to
Purchase duly executed, at the principal office of the Company (or at such other
address as the Company may  designate by notice in writing to the holder  hereof
at the address of such holder  appearing on the books of the Company),  and upon
payment to the Company of the purchase price in cash, by cashier's  check, or by
wire  transfer or partially in cash,  cashier's  check or wire  transfer and the
remainder

<PAGE>


pursuant to Section 3 of the Warrant  Agreement.  Certificates for the Shares so
purchased shall be delivered or mailed to the Holder promptly after this Warrant
shall have been so exercised,  and,  unless this Warrant has expired or has been
exercised in full, a new Warrant  identical in form but  representing the number
of Shares with respect to which this Warrant shall not have been exercised shall
also be issued to the holder hereof.

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Warrant  Price  set  forth on the  face  hereof  may,  subject  to  certain
conditions, be adjusted. If the Warrant Price is adjusted, the Warrant Agreement
provides that the number of shares of Common Stock issuable upon the exercise of
each  Warrant  shall be  adjusted.  Fractions  of a share of Common Stock may be
issued upon the exercise of any Warrant.

     Nothing  contained  herein  shall be construed to confer upon the holder of
this Warrant, as such, any of the rights of a shareholder of the Company.

Dated:  May __, 2001                             EVERCOM, INC.,
                                                 a Delaware corporation



                                                By:
                                                --------------------------------
                                                Name:  Richard Falcone
                                                Title:  Chief Executive Officer



<PAGE>

--------------------------------------------------------------------------------
                           Exhibit 1.4B - Page 1 of 2
--------------------------------------------------------------------------------

EXHIBIT 1.4B to
Warrant Agreement





                              ELECTION TO PURCHASE



-------------------:

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented  by the within  Warrant for, and to purchase  thereunder,  _________
Shares provided for therein,  and requests that  certificates  for the Shares be
issued in the name of:

     (Please  Print Name,  Address and Tax  Identification  Number) and, if said
number of Shares shall not be the total number of Shares purchasable  hereunder,
that a new Warrant  certificate for the balance of the Shares  purchasable under
the within  Warrant  certificate  be registered  in the name of the  undersigned
Holder or its assignee as below  indicated and  delivered to the address  stated
below:

Dated: ________________, _________


                  Name of Holder or Assignee (Please Print):



                  Address:
                           -----------------------------------------------------

                  Signature:
                            ----------------------------------------------------


     Signature  Guaranteed:  Note: The above  signature must correspond with the
name as written upon the face of this Warrant  certificate in every  particular,
without  alteration or enlargement or any change  whatever,  unless this Warrant
has been assigned.

                 (To be signed only upon assignment of Warrant)




     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto


________________________

________________________

________________________

________________________

_______________________


<PAGE>




(Name and  Address  of  Assignee  must be  Printed  or  Typewritten)  the within
Warrant,  hereby  irrevocably  constituting  and appointing  ___________________
Attorney to transfer  said Warrant on the books of the Company,  with full power
of substitution in the premises.

Dated: _________________, __________



                                                  Signature of Registered Holder




Signature Guaranteed: Note:         The above  signature of this assignment 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 whatever.



<PAGE>


--------------------------------------------------------------------------------
                           Exhibit 1.6B - Page 2 of 2
--------------------------------------------------------------------------------

EXHIBIT 1.6 to
Warrant Agreement




                             [letterhead of Holder]




____________________, 19 _____



EVERCOM, INC.:



         The undersigned warrantholder ("Holder") hereby represents and warrants
to you as follows:


     (a)  The Holder is  acquiring  the Shares and the Warrant for  Holder's own
          account (and not for the account of others),  for  investment  and not
          with a view to the distribution or resale thereof;

     (b)  The  Holder  is an  "accredited  investor",  as  defined  in Rule  501
          promulgated  under the  Securities  act of 1933, as amended (the "1933
          Act");

     (c)  The  Holder  understands  that  Holder  may not sell or dispose of the
          Shares  or the  Warrant  in  the  absence  of  either  a  registration
          statement  under the 1933 Act or an  exemption  from the  registration
          provisions of the 1933 Act;

     (d)  The Holder  understands that the Warrant and the Shares are subject to
          restrictions on transfer as provided in the Shareholders Agreement;

     (e)  The Holder  understands and agrees that if he should decide to dispose
          of or  transfer  any of the Shares or the  Warrant,  he may dispose of
          them only (i) to an "accredited investor", (ii) in compliance with the
          1933 Act, as then in effect, and (iii) upon delivery to the Company of
          an  opinion,  in form and  substance  reasonably  satisfactory  to the
          Company,  of  recognized  securities  counsel to the  effect  that the
          disposition  or  transfer  is  to  be  made  in  compliance  with  all
          applicable federal and state securities laws; and

     (f)  The  Holder  understands  that   stop-transfer   instructions  to  the
          foregoing  effect will be in effect with respect to the Shares and the
          Warrant.


<PAGE>



     IN WITNESS  WHEREOF,  the  undersigned  has caused  this  letter to be duly
executed, all as of the day and year first above written.


[HOLDER]





By:
    ---------------------------------------------

Title:
       ------------------------------------------