EXHIBIT 4.3
                                   ----------

                      CHECKERS DRIVE-IN RESTAURANTS, INC.



                                WARRANT AGREEMENT



                                     BETWEEN


                      CHECKERS DRIVE-IN RESTAURANTS, INC.,
                    as the successor-in-interest by merger to
                            Rally=s Hamburgers, Inc.

                                       AND

                     AMERICAN STOCK TRANSFER & TRUST COMPANY


                                AS WARRANT AGENT



                           Dated as of August 9, 1999

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                       CHECKERS DRIVE-IN RESTAURANTS, INC.

                                WARRANT AGREEMENT

         THIS WARRANT AGREEMENT (the "Agreement"), dated as of August 9, 1999,
is made and entered into by and between Checkers Drive-In Restaurants, Inc., a
Delaware corporation (the "Company"), as successor-in-interest by merger to
Rally's Hamburgers, Inc., a Delaware corporation ("Rally's"), on the one hand,
and American Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agent"), on the other hand.

         WHEREAS, reference is hereby made to that certain rights offering in
November of 1996 (the "Rights Offering"), whereby the shareholders of Rally's
("Shareholders") were entitled to purchase units of Rally's securities (the
"Units"), each Unit consisting of one share of Rally's common stock (the
"Rally's Common Stock"), and one redeemable common stock purchase warrant (the
"Rally's Warrants"). In the Rights Offering Rally's issued approximately 4.8
million Rally's Warrants evidencing the right to purchase an aggregate of
approximately 4.8 million shares of Rally's Common Stock; and

         WHEREAS, on August 9, 1999, the Company completed its merger with
Rally's. In the merger, each outstanding Rally's Warrant was converted into a
Checkers warrant at a conversion ratio of 1.99 and was adjusted to reflect a
one-for-twelve reverse stock split; and

         WHEREAS, on September 20, 1999, the Company (i) reduced the exercise
price on the Rally's Warrants by two-thirds (2/3), resulting in holders of the
Rally's Warrants receiving one new Company warrant with an exercise price of
$4.52 per share for each 6.03 Rally's Warrant held, and (ii) extended the
Rally's Warrant term one year to September 26, 2001 (the "Warrants"); and

         WHEREAS, the Company desires the Warrant Agent act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange, exercise and redemption of the
Warrants.

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

         SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act as agent of the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.

         SECTION 2. WARRANTS AND FORM OF WARRANT CERTIFICATES.

                  (A) Each Warrant shall entitle the registered holder of the
certificate representing such Warrant to purchase upon the exercise thereof, one
share of the Company's Common Stock, par value $.001 per share (the "Common
Stock"), subject to the adjustments provided for in Section 9 hereof, at any
time until 5:00 p.m, Eastern time, on September 26, 2001 ("Expiration Date")
unless earlier redeemed pursuant to Section 11 hereof.

                  (B) The Warrant certificates shall be in registered form only.
The text of the Warrant certificate and the form of election to exercise a
Warrant on the reverse side thereof shall be substantially in the form of
EXHIBIT A attached hereto. Each Warrant certificate shall be dated as of the
date of issuance thereof by the Warrant Agent (whether upon initial issuance or
upon transfer or exchange) and shall be executed on behalf of the Company by the
manual or facsimile signature of its President or a Vice President, under its
corporate seal, affixed or in facsimile, and attested to by the manual or
facsimile signature of its Secretary or an Assistant Secretary. In case any
officer of the Company who shall have signed any Warrant certificate shall cease
to be such officer of the Company prior to the issuance thereof, such Warrant
certificate may nevertheless be issued and delivered with the same force and
effect as though the person who signed the same had not ceased to be such
officer of the Company. Any such Warrant certificate may be signed on behalf of
the Company by persons who, at the actual date of execution of such Warrant
certificate, are the proper officers of the Company, although at the nominal
date of such

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Warrant certificate any such person shall not have been such officer of the
Company.

         SECTION 3. EXERCISE OF WARRANTS AND WARRANT PRICE. Subject to the
provisions of this Agreement, each registered holder of one or more Warrant
certificates shall have the right, which may be exercised as in such Warrant
certificates expressed, to purchase from the Company (and the Company shall
issue and sell to such registered holder) the number of shares of Common Stock
to which the Warrants represented by such certificates are at the time entitled
hereunder.

         Each Warrant not exercised by its expiration date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement
shall cease on such date.

         A Warrant may be exercised by the surrender of the certificate
representing such Warrant to the Company, at the office of the Warrant Agent, or
at the office of a successor to the Warrant Agent, with the subscription form
set forth on the reverse thereof duly executed and properly endorsed with the
signatures properly guaranteed, and upon payment in full to the Warrant Agent
for the account of the Company of the Warrant Price (as hereinafter defined) for
the number of shares of Common Stock as to which the Warrant is exercised. Such
Warrant Price shall be paid in full in cash, or by certified check or bank draft
payable in United States currency to the order of the Warrant Agent.

         The price per share of Common Stock at which the Warrants may be
exercised (the "Warrant Price") shall be $4.52 (adjusted in accordance with
Section 9 hereof, taking into account prior adjustments). At any time, or from
time to time the Company may reduce either or both of the Warrant Price or
extend the expiration date for such period or periods of time as it may
determine. Notice of any such reduction in the Warrant Price or extension of the
expiration date shall be promptly provided to the Warrant Agent.

         Subject to the further provisions of this Section 3 and of Section 6
hereof, upon such surrender of Warrant certificates and payment of the
applicable Warrant Price as aforesaid, the Company shall issue and cause to be
delivered, with all reasonable dispatch to or upon the written order of the
registered holder of such Warrants and in such name or names as such registered
holder may designate, a certificate or certificates for the number of securities
so purchased upon the exercise of such Warrants, together with cash, as provided
in Section 10 of this Agreement, in respect of any fraction of a share or
security otherwise issuable upon such surrender. All shares of Common Stock
issued upon the exercise of a Warrant shall be validly issued, fully paid and
nonassessable and shall be listed on any and all national securities exchanges
upon which any other shares of the Common Stock or securities otherwise issuable
are then listed.

         Certificates representing such securities shall be deemed to have been
issued and any person so designated to be named therein shall be deemed to have
become a holder of record of such securities as of the date of the surrender of
such Warrants and payment of the Warrant Price as aforesaid; provided, however,
that if, at the date of surrender of such Warrants and payment of the applicable
Warrant Price, the transfer books for the Common Stock or other securities
purchasable upon the exercise of such Warrants shall be closed, the certificates
for the securities in respect of which such Warrants are then exercised shall be
issuable as of the date on which such books shall next be opened and until such
date the Company shall be under no duty to deliver any certificate for such
securities. The rights of purchase represented by each Warrant certificate shall
be exercisable, at the election of the registered holders thereof, either as an
entirety or from time to time for part of the number of securities specified
therein and, in the event that any Warrant certificate is exercised in respect
of less than all of the securities specified therein at any time prior to the
expiration date of the Warrant certificate, a new Warrant certificate or
certificates will be issued to such registered holder for the remaining number
of securities specified in the Warrant certificate so surrendered.

         SECTION 4. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent shall
maintain books (the "Warrant Register") for the registration and the
registration of transfer of the Warrants. The Warrant certificates shall be
countersigned manually or by facsimile by the Warrant Agent (or by any successor
to the Warrant Agent then acting as such under this Agreement) and shall not be
valid for any purpose unless so countersigned. Warrant certificates may be so
countersigned, however, by the Warrant Agent and delivered by the Warrant Agent
notwithstanding that the persons whose manual or facsimile signatures appear
thereon as proper officers of the Company shall have ceased to be such officers
at the time of such countersignature or delivery.

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<PAGE>

         Prior to due presentment for registration of transfer of any Warrant
certificate, the Company and the Warrant Agent may deem and treat the person in
whose name such Warrant certificate shall be registered upon the Warrant
Register (the "registered holder") as the absolute owner of such Warrant
certificate and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant certificate made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, of any distribution or notice to the holder thereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

         SECTION 5. TRANSFER AND EXCHANGE OF WARRANTS. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of the certificate evidencing such Warrant for
transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant
certificate representing an equal aggregate number of Warrants shall be issued
to the transferee and the surrendered Warrant certificate shall be canceled by
the Warrant Agent. The Warrant certificates so canceled shall be delivered by
the Warrant Agent to the Company from time to time upon request.

         Warrant certificates may be surrendered to the Warrant Agent, together
with a written request for exchange, and thereupon the Warrant Agent shall issue
in exchange therefor one or more new Warrant certificates as requested by the
registered holder of the Warrant certificate or certificates so surrendered,
representing an equal aggregate number of Warrants.

         The Warrant Agent shall not be required to effect any registration of
transfer or exchange which will result in the issuance of a Warrant certificate
for a fraction of a warrant.

         No service charge shall be made for any exchange or registration of
transfer of Warrant certificates.

         The Warrant Agent is hereby authorized to countersign and to deliver,
in accordance with the terms of this Agreement, the new Warrant certificates
required to be issued pursuant to the provisions hereof, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrant certificates duly executed on behalf of the Company for such purpose.

         SECTION 6. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes attributable to the initial issuance of the shares of Common Stock
issuable upon the exercise of Warrants; provided, however, that the Company
shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issuance or delivery of any certificates for shares
of Common Stock in a name other than that of the registered holder of Warrants
in respect of which such shares are issued, and in such case neither the Company
nor the Warrant Agent shall be required to issue or deliver any certificate for
shares of Common Stock or any Warrant certificate until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company's satisfaction that such tax has been paid.

         SECTION 7. MUTILATED OR MISSING WARRANTS. In case any of the Warrant
certificates shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue, and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant
certificate, or in lieu of and substitution for the Warrant certificate lost,
stolen or destroyed, a new Warrant certificate representing an equal aggregate
number of Warrants, but only upon receipt of evidence satisfactory to the
Company and the Warrant Agent of such loss, theft or destruction of such Warrant
certificate and reasonable indemnity, if requested, also satisfactory to them.
Applicants for such substitute Warrant certificates shall also comply with such
other reasonable conditions and pay such reasonable charges as the Company or
the Warrant Agent may prescribe.

         SECTION 8. RESERVATION OF COMMON STOCK. There have been reserved, and
the Company shall at all times keep reserved, out of the authorized and unissued
shares of Common Stock, a number of shares sufficient to provide for the
exercise of the rights of purchase represented by the Warrants then outstanding,
and the transfer agent for the Common Stock 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 are hereby irrevocably authorized and
directed at all


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times to reserve such number of authorized and unissued shares as shall be
requisite for such purpose.

         Prior to the issuance of any shares of Common Stock upon exercise of
the Warrants, the Company shall secure the listing of such shares on any and all
national securities exchanges upon which any of the other shares of the Common
Stock are then listed. So long as any unexpired Warrants remain outstanding, the
Company will file such post-effective amendments to the registration statement
or supplements to the prospectus filed pursuant to the Securities Act of 1933,
as amended (the "Act"), with respect to the Warrants (or such other registration
statements or post-effective amendments or supplements) as may be necessary to
permit trading in the Warrants and to permit the Company to deliver to each
person exercising a Warrant a prospectus meeting the requirements of Section
10(a)(3) of the Act, and otherwise complying therewith; and the Company will,
from time to time, furnish the Warrant Agent with such prospectuses in
sufficient quantity to permit the Warrant Agent to deliver such a prospectus to
each holder of a Warrant upon the exercise thereof. The Company will keep a copy
of this Agreement on file with the transfer agent for the Common Stock 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 Warrant Agent is hereby irrevocably authorized to requisition from
time to time from such transfer agent stock certificates required to honor
outstanding Warrants. The Company will supply such transfer agent with duly
executed certificates for such purpose and will itself provide or otherwise make
available any cash as provided in Section 10 of this Agreement. All Warrant
certificates surrendered in the exercise of the rights thereby evidenced shall
be canceled by the Warrant Agent and shall thereafter be delivered to the
Company, and such canceled Warrant certificates shall constitute sufficient
evidence of the number of shares of Common Stock which have been issued upon the
exercise of such Warrants. Promptly after the expiration date of the Warrants,
the Warrant Agent shall certify to the Company the aggregate number of such
Warrants which expired unexercised, and after the expiration date of the
Warrants, no shares of Common Stock shall be subject to reservation in respect
of such Warrants.

         SECTION 9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES OF COMMON
STOCK. The number and kind of securities purchasable upon the exercise of the
Warrants and the applicable Warrant Price shall be subject to adjustment from
time to time upon the happening of certain events, as follows:

         9.1 ADJUSTMENTS. The number of shares of Common Stock purchasable upon
the exercise of each Warrant and the applicable Warrant Price shall be subject
to adjustment as follows:

                  (a) In case the Company shall (i) pay a dividend in Common
         Stock or make a distribution in Common Stock, (ii) subdivide its
         outstanding Common Stock, (iii) combine its outstanding Common Stock
         into a smaller number of shares of Common Stock, or (iv) issue, by
         reclassification of its Common Stock, other securities of the Company,
         the number of shares of Common Stock purchasable upon exercise of a
         Warrant immediately prior thereto shall be adjusted so that the holder
         of a Warrant shall be entitled to receive the kind and number of shares
         of Common Stock or other securities of the Company which such holder
         would have owned or would have been entitled to receive immediately
         after the happening of any of the events described above, had the
         Warrant been exercised immediately prior to the happening of such event
         or any record date with respect thereto. Any adjustment made pursuant
         to this subsection 9.1(a) shall become effective immediately after the
         effective date of such event retroactive to the record date, if any,
         for such event.

                  (b) In case the Company shall issue rights, options, warrants
         or convertible securities to all or substantially all holders of its
         Common Stock, without any charge to such holders, entitling them to
         subscribe for or purchase Common Stock at a price per share which is
         lower at the record date mentioned below than the then Current Market
         Price (as defined in Section 10 hereof), the number of shares of Common
         Stock thereafter purchasable upon the exercise of each Warrant shall be
         determined by multiplying the number of shares of Common Stock
         theretofore purchasable upon exercise of a Warrant by a fraction of
         which the numerator shall be the number of shares of Common Stock
         outstanding immediately prior to the issuance of such rights, options,
         warrants or convertible securities plus the number of additional shares
         of Common Stock offered for subscription or purchase, and of which the
         denominator shall be the number of shares of Common Stock outstanding
         immediately prior to the issuance of such rights, options, warrants or
         convertible securities plus the number of shares which the aggregate
         offering price of the total


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         number of shares offered would purchase at such Current Market Price.
         Such adjustment shall be made whenever such rights options, warrants or
         convertible securities are issued and shall become effective
         immediately and retroactive to the record date for the determination of
         shareholders entitled to receive such rights, options, warrants or
         convertible securities.

                  (c) In case the Company shall distribute to all or
         substantially all holders of its Common Stock, evidences of its
         indebtedness or assets (excluding cash dividends or distributions out
         of earnings) or rights, options, warrants or convertible securities
         containing the right to subscribe for or purchase Common Stock
         (excluding those referred to in subsection 9.1 (b) above), then in each
         case the number of shares of Common Stock thereafter purchasable upon
         the exercise of each Warrant shall be determined by multiplying the
         number of shares of Common Stock theretofore purchasable upon exercise
         of such Warrant by a fraction, of which the numerator shall be the then
         Current Market Price on the date of such distribution, and of which the
         denominator shall be such Current Market Price on such date minus the
         then fair value (as determined by the Board of Directors, which
         determination, if reasonable and based upon the Board of Directors'
         good faith business judgment, shall be binding upon the registered
         holders) of the portion of the assets or evidences of indebtedness so
         distributed or of such subscription rights, options, warrants or
         convertible securities applicable to one share. Such adjustment shall
         be made whenever any such distribution is made and shall become
         effective on the date of distribution retroactive to the record date
         for the determination of shareholders entitled to receive such
         distribution.

                  (d) No adjustment in the number of shares of Common Stock
         purchasable pursuant to the Warrants shall be required unless such
         adjustment would require an increase or decrease of at least one
         percent in the number of shares of Common Stock then purchasable upon
         the exercise of the Warrants; provided, however that any adjustments
         which by reason of this subsection 9.1(d) are not required to be made
         immediately shall be carried forward and taken into account in any
         subsequent adjustment.

                  (e) Whenever the number of shares of Common Stock purchasable
         upon the exercise of a Warrant is adjusted as herein provided, the
         applicable Warrant Price payable upon exercise of the Warrant shall be
         adjusted by multiplying such Warrant Price immediately prior to such
         adjustment by the fraction, of which the numerator shall be the number
         of shares of Common Stock purchasable upon the exercise of such Warrant
         immediately prior to such adjustment, and of which the denominator
         shall be the number of shares of Common Stock so purchasable
         immediately thereafter.

                  (f) To the extent not covered by subsections 9.1 (b) or (c)
         hereof, in case the Company shall sell or issue Common Stock or rights,
         options, warrants or convertible securities containing the right to
         subscribe for or purchase shares of Common Stock at a price per share
         (determined, in the case of such rights, options, warrants or
         convertible securities, by dividing (i) the total amount received or
         receivable by the Company in consideration of the sale or issuance of
         such rights, options, warrants or convertible securities, plus the
         total consideration payable to the Company upon exercise or conversion
         thereof, by (ii) the total number of shares covered by such rights,
         options, warrants or convertible securities) lower than the then
         Current Market Price in effect immediately prior to such sale or
         issuance, then the number of Shares thereafter purchasable upon the
         exercise of the Warrants shall be determined by multiplying the number
         of Shares theretofore purchasable upon exercise of the Warrants by a
         fraction, of which the numerator shall be the applicable Warrant Price
         and the denominator shall be that price calculated to the nearest cent)
         determined by dividing (I) an amount equal to the sum of (A) the number
         of shares of Common Stock outstanding immediately prior to such sale or
         issuance multiplied by the applicable Warrant Price, plus (B) the
         consideration received by the Company upon such sale or issuance, by
         (II) the total number of shares of Common Stock outstanding immediately
         after such sale or issuance. For the purpose of such adjustments, the
         Common Stock which the holders of any such rights, options, warrants or
         convertible securities shall be entitled to subscribe for or purchase
         shall be deemed issued and outstanding as of the date of such sale or
         issuance and the consideration received by the Company therefor shall
         be deemed to be the consideration received by the Company for such
         rights, options, warrants or convertible securities, plus the
         consideration or premiums stated in such rights, options, warrants or
         convertible securities to be paid for the Common Stock covered thereby.
         In case the Company shall sell or issue Common Stock or rights,
         options, warrants or convertible securities containing the right to
         subscribe for or purchase Common Stock for a consideration


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         consisting, in whole or in part, of property other than cash or its
         equivalent, then in determining the "price per share" of Common Stock
         and the "consideration received by the Company" for purpose of the
         first sentence of this subsection 9.1(f), the Board of Directors shall
         determine the fair value of said property, and such determination, if
         reasonable and based upon the Board of Directors' good faith business
         judgment, shall be binding upon the Warrantholder. In determining the
         "price per share" of Common Stock, any underwriting discounts or
         commissions shall not be deducted from the price received by the
         Company for sales of securities registered under the Act.

                  (g) Whenever the number of shares of Common Stock purchasable
         upon the exercise of a Warrant or the Warrant Price is adjusted as
         herein provided, the Company shall cause to be promptly mailed to the
         Warrant Agent and each registered holder of a Warrant by first class
         mail, postage prepaid, notice of such adjustment or adjustments and,
         with regard to the Warrant Agent only, a certificate of the chief
         financial officer of the Company setting forth the number of shares of
         Common Stock purchasable upon the exercise of a Warrant and the
         applicable Warrant Price after such adjustment, a brief statement of
         the facts requiring such adjustment and the computation by which such
         adjustment was made.

                  (h) For the purpose of this Section 9, the term "Common Stock"
         shall mean (i) the class of stock designated as the Common Stock of the
         Company at the date of this Agreement, or (ii) any other class of stock
         resulting from successive changes or reclassification of such Common
         Stock consisting solely of changes in par value, or from par value to
         no par value, or from no par value to par value. In the event that at
         any time, as a result of an adjustment made pursuant to this Section 9,
         a registered holder shall become entitled to purchase any securities of
         the Company other than Common Stock, (i) if the registered holder's
         right to purchase is on any other basis than that available to all
         holders of the Company's Common Stock, the Company shall obtain an
         opinion of an investment banking firm valuing such other securities and
         (ii) thereafter the number of such other securities so purchasable upon
         exercise of a Warrant and the applicable Warrant Price of such
         securities shall be subject to adjustment from time to time in a manner
         and on terms as nearly equivalent as practicable to the provisions with
         respect to the Common Stock contained in this Section 9.

                  (i) Upon the expiration of any rights, options, warrants or
         conversion privileges, if such shall not have been exercised, the
         number of shares of Common Stock purchasable upon exercise of a Warrant
         and the applicable Warrant Price, to the extent a Warrant has not then
         been exercised shall, upon such expiration, be readjusted and shall
         thereafter be such as they would have been had they been originally
         adjusted (or had the original adjustment not been required, as the case
         may be) on the basis of (A) the fact that the only shares of Common
         Stock so issued were the shares of Common Stock, if any, actually
         issued or sold upon the exercise of such rights, options, warrants or
         conversion privileges, and (B) the fact that such shares of Common
         Stock, if any, were issued or sold for the consideration actually
         received by the Company upon such exercise plus the consideration, if
         any, actually received by the Company for the issuance, sale or grant
         of all such privileges, options, warrants or conversion privileges
         whether or not exercised; provided, however, that no such readjustment
         shall have the effect of increasing the applicable Warrant Price by an
         amount in excess of the amount of the adjustment initially made in
         respect of the issuance, sale or grant of such rights, options,
         warrants or conversion privileges.

         9.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in Section 9.1
hereof, no adjustment in respect of any dividends or distributions out of
earnings shall be made during the term of a Warrant or upon the exercise of a
Warrant.

         9.3 NO ADJUSTMENT IN CERTAIN CASES. No adjustments shall be made
pursuant to Section 9 hereof in connection with the issuance of the shares of
Common Stock underlying the Warrants. No adjustments shall be made pursuant to
Section 9 hereof in connection with the grant or exercise of presently
authorized or outstanding options to purchase, or the issuance of shares of
Common Stock on the exercise thereof under any of the Company's stock option
plans, including, but not limited to, the Rally's 1990 Stock Option Plan and
1995 Stock Option Plan for Non-Employee Directors.

         9.4 PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION,
CONSOLIDATION, ETC. In case of any


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consolidation of the Company with or merger of the Company into another
corporation or in case of any sale or conveyance to another corporation of the
property, assets or business of the Company as an entirety or substantially as
an entirety, the Company or such successor or purchasing corporation, as the
case may be, shall execute with the Warrant Agent an agreement that the
registered holders of the Warrants shall have the right thereafter, upon payment
of the Warrant Price in effect immediately prior to such action, to purchase,
upon exercise of each Warrant, the kind and amount of shares and other
securities and property which it would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had each Warrant been exercised immediately prior to such action. In the event
of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of
1986, as amended, in which the Company is the surviving corporation, the right
to purchase shares of Common Stock under the Warrants shall terminate on the
date of such merger and thereupon the Warrants shall become null and void, but
only if the controlling corporation shall agree to substitute for the Warrants
its warrants which entitle the holders thereof to purchase upon their exercise
the kind and amount of shares and other securities and property which they would
have owned or been entitled to receive had the Warrants been exercised
immediately prior to such merger. Any such agreements referred to in this
subsection 9.4 shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 9
hereof. The provisions of this subsection 9.4 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

         9.5 PAR VALUE OF SHARES OF COMMON STOCK. Before taking any action which
would cause an adjustment reducing the applicable Warrant Price below the then
par value of the Common Stock issuable upon exercise of the Warrants, the
Company will take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully paid
and nonassessable Common Stock at such adjusted applicable Warrant Price.

         9.6 INDEPENDENT PUBLIC ACCOUNTANTS. The Company may retain a firm of
independent public accountants of recognized national standing (which may be any
such firm regularly employed by the Company) to make any computation required
under this Section 9.0 and a certificate signed by such firm shall be conclusive
evidence of the correctness of any computation made under this Section 9.

         9.7 STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments
in the applicable Warrant Price or the number of securities issuable upon
exercise of Warrants, Warrant certificates theretofore or thereafter issued may
continue to express the same price and number of securities as are stated in the
similar Warrant certificates initially issuable pursuant to this Agreement.
However, the Company may, at any time in its sole discretion (which shall be
conclusive), make any change in the form of Warrant certificate that it may deem
appropriate and that does not affect the substance thereof; and any Warrant
certificate thereafter issued, whether upon registration of transfer of, or in
exchange or substitution for, an outstanding Warrant certificate, may be in the
form so changed.

         9.8 NO RIGHTS AS SHAREHOLDER; NOTICES TO HOLDERS OF WARRANTS. If, at
any time prior to the expiration of a Warrant and prior to its exercise, any one
or more of the following events shall occur: (a) any action which would require
an adjustment pursuant to subsection 9.1 or 9.4 hereof, or (b) a dissolution,
liquidation or winding up of the Company (other than in connection with a
consolidation, merger or sale of its property, assets and business as an
entirety or substantially as an entirety) shall be proposed:

then the Company shall give notice in writing of such event to the registered
holders of the Warrants, as provided in Section 18 hereof, at least 20 days
prior (and pursuant to the provisions of subsection 9.1(e) with respect to
adjustments pursuant to subsection 9.1(f) and 9.1(i)) to the date fixed as a
record date or the date of closing the transfer books for the determination of
the shareholders entitled to any relevant dividend, distribution, subscription
rights or other rights or for the determination of shareholders entitled to vote
on such proposed dissolution, liquidation or winding up. Such notice shall
specify such record date or the date of closing the transfer books, as the case
may be. Failure to mail or receive such notice or any defect therein shall not
affect the validity of any action taken with respect thereto.

         Section 10. FRACTIONAL INTERESTS. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of a Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 10, be issuable on the exercise of a Warrant (or specified portion
thereof), the Company


                                      -8-
<PAGE>

shall in lieu thereof pay an amount in cash equal to the then Current Market
Price multiplied by such fraction. For purposes of this Agreement, the term
"Current Market Price" shall mean (i) if the Common Stock is traded in the
over-the-counter market and not in the NASDAQ National Market System nor on any
national securities exchange, the average of the per share closing bid prices of
the Common Stock on the 30 consecutive trading days immediately preceding the
date in question, as reported by NASDAQ or an equivalent generally accepted
reporting service, or (ii) if the Common Stock is traded in the NASDAQ National
Market System or on a national securities exchange, the average for the 30
consecutive trading days immediately preceding the date in question of the daily
per share closing prices of the Common Stock in the NASDAQ National Market
System or on the principal stock exchange on which it is listed, as the case may
be. For purposes of clause (i) above, if trading in the Common Stock is not
reported by NASDAQ, the bid price referred to in said clause shall be the lowest
bid price as reported in the "pink sheets" published by National Quotation
Bureau, Incorporated. The closing price referred to in clause (ii) above shall
be the last reported sale price or, in the case no such reported sale takes
place on such day, the average of the reported closing bid and asked prices, in
either case in the NASDAQ National Market System or on the national securities
exchange on which the Common Stock is then listed.

         SECTION 11. REDEMPTION.

                  (A) The then outstanding Warrants may be redeemed, at the
option of the Company, at $.01 per warrant, at any time after the Daily Market
Price per share of the Common Stock for a period of 20 out of 30 consecutive
trading days ending not more than 30 days prior to the date of the notice given
pursuant to Section 11(B) hereof has equaled or exceeded $36.18, as adjusted
from time to time as provided in Section 9 hereof, and prior to expiration of
the Warrants. The Daily Market Price of the Common Stock shall be determined by
the Company in the manner set forth in Section 11(E) as of the end of each
trading day (or, if no trading in the Common Stock occurred on such day, as of
the end of the immediately preceding trading day in which trading occurred) and
verified to the Warrant Agent before the Company may give notice of redemption.
All outstanding Warrants must be redeemed if any are redeemed, and any right to
exercise an outstanding Warrant shall terminate at 5:00 p.m. (New York City
Time) on the business day immediately preceding the date fixed for redemption. A
trading day shall mean a day in which trading of securities occurred on the New
York Stock Exchange.

                  (B) The Company may exercise its right to redeem the Warrants
only by giving the notice set forth in the following sentence by the end of the
thirtieth (30th) trading day after the provisions of Section 11(A) have been
satisfied. In case the Company shall exercise its right to redeem, it shall give
notice to the Warrant Agent and the registered holders of the outstanding
Warrants, by mailing to such registered holders a notice of redemption, first
class, postage prepaid, at their addresses as they shall appear on the records
of the Warrant Agent. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given whether or not the registered
holder actually receives such notice.

                  (C) The notice of redemption shall specify the redemption
price, the date fixed for redemption (which shall be between the thirtieth
(30th) and forty-fifth (45th) day after such notice is mailed), the place where
the Warrant certificates shall be delivered and the redemption price shall be
paid, and that the right to exercise the Warrant shall terminate at 5:00 p.m.
(New York City Time) on the business day immediately preceding the date fixed
for redemption.

                  (D) Appropriate adjustment shall be made to the redemption
price and to the minimum Daily Market Price prerequisite to redemption set forth
in Section II(A) hereof, in each case on the same basis as provided in Section 9
hereof with respect to adjustment of the Warrant Price.

                  (E) For purposes of this Agreement, the term "Daily Market
Price" shall mean (i) if the Common Stock is traded in the over-the-counter
market and not in the NASDAQ National Market System nor on any national
securities exchange, the closing bid price of the Common Stock on the trading
day in question, as reported by NASDAQ or an equivalent generally accepted
reporting service, or (ii) if the Common Stock is traded in the NASDAQ National
Market System or on a national securities exchange, the daily per share closing
price of the Common Stock in the NASDAQ National Market System or on the
principal stock exchange on which it is listed on the trading day in question,
as the case may be. For purposes of clause (i) above, if trading in the Common
Stock is not reported by NASDAQ, the bid price referred to in said clause shall
be the lowest bid price as reported in the

                                      -9-
<PAGE>

"pink sheets" published by National Quotation Bureau, Incorporated. The closing
price referred to in clause (ii) above shall be the last reported sale price or,
in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices, in either case in the NASDAQ National
Market System or on the national securities exchange on which the Common Stock
is then listed.

         SECTION 12. RIGHTS AS WARRANTHOLDERS. Nothing contained in this
Agreement or in any of the Warrants shall be construed as conferring upon the
holders thereof, as such, any of the rights of shareholders of the Company,
including without limitation, the right to receive dividends or other
distributions, to exercise any preemptive rights, to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the
election of directors or the Company or any other matter. Anything herein to the
contrary notwithstanding, the Company shall cause copies of all financial
statements and reports, proxy statements and other documents as it shall send to
its shareholders to be sent by the same class mail as sent to its shareholders,
postage prepaid, on the date of the mailing to such shareholders, to each
registered holder of Warrants at his address appearing on the Warrant Register
as of the record date for the determination of the shareholders entitled to such
documents.

         SECTION 13. DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS. The
Warrant Agent shall account promptly to the Company with respect to Warrants
exercised, and shall promptly pay to the Company all monies received by it upon
the exercise of such Warrants, and shall keep copies of this Agreement available
for inspection by holders of Warrants during normal business hours

         SECTION 14. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.
Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent shall be a party, or any corporation succeeding to
the corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto provided that such
corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 16 of this Agreement. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement and any of the Warrant certificates shall have been countersigned but
not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent and deliver such Warrant
certificates so countersigned, and in case at that time any of the Warrant
certificates shall not have been countersigned, any successor to the Warrant
Agent may countersign such Warrant certificates either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent, and in
all such cases the Warrants represented by such Warrant certificates shall have
the full force provided in the Warrant certificates and in this Agreement. Any
such successor Warrant Agent shall promptly give notice of its succession as
Warrant Agent to the Company and to the registered holder of each Warrant
certificate.

         In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrant certificates shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrant certificates so countersigned, and, in case at that
time any of the Warrant certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant certificates either in its prior name
or in its changed name, and, in all such cases, the Warrants represented by such
Warrant certificates shall have the full force provided in the Warrant
certificates and in this Agreement.

         SECTION 15. DUTIES OF WARRANT AGENT. The Warrant Agent hereby
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, all of which shall bind the Company and the
holders of Warrants by their acceptance thereof.

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

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

                                      -10-
<PAGE>

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

                  (D) The Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant for any action
taken in reliance on any notice, resolution, waiver, consent, order, certificate
or other paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

                  (E) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges incurred by the Warrant Agent in the
execution of this Agreement and to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement, except as a result of the Warrant Agent's
negligence, willful misconduct or bad faith.

                  (F) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action on
behalf of the Company or any registered holder, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper. All rights of action under this Agreement or under any of
the Warrants may be enforced by the Warrant Agent without the possession of any
of the Warrants or the production thereof at any trial or other proceeding
relative thereto, and any such action, suit or proceeding instituted by the
Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of
judgment shall be for the ratable benefit of all the registered holders of the
Warrants, as their respective rights or interests may appear.

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

                  (H) The Warrant Agent shall act hereunder solely as agent and
not in a ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement, except for its
own negligence, willful misconduct or bad faith.

                  (I) Any request, direction, election, order or demand of the
Company shall be sufficient if evidenced by an instrument signed in the name of
the Company by its President, a Vice President or chief financial officer
(unless other evidence in respect thereof is therein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Warrant
Agent by a copy thereof certified by the Secretary or an Assistant Secretary of
the Company.

         SECTION 16. CHANGE OF WARRANT AGENT. The Warrant Agent may resign and
be discharged from its duties under this Agreement by giving the Company at
least 30 days' prior notice in writing, and by mailing notice in writing to the
registered holders at their addresses appearing on the Warrant Register, of such
resignation, specifying a date when such resignation shall take effect. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and by like mailing of notice to the registered holders of the Warrants.
If the Warrant Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company shall fail to make such appointment within 30 days after such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by the registered
holder of a Warrant (who shall, with such notice, submit his Warrant certificate
for inspection by the Company), then the registered holder of any Warrant may
apply to any court of competent jurisdiction for the appointment of a successor
to the Warrant Agent. Any successor Warrant Agent, whether

                                      -11-
<PAGE>


appointed by the Company or by such a court, shall be registered and otherwise
authorized to serve as a transfer agent pursuant to the Securities Exchange Act
of 1934, as amended. If at any time the Warrant Agent shall cease to be eligible
in accordance with the provisions of this Section 16, it shall resign
immediately in the manner and with the effect specified in this Section 16.
After acceptance in writing of the appointment, the successor Warrant Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed; but
the former Warrant Agent shall deliver and transfer to the successor Warrant
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Upon
request of any successor Warrant Agent, the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
powers, rights, duties and responsibilities. Failure to file or mail any notice
provided in this Section 16, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Warrant Agent or
the appointment of the successor Warrant Agent, as the case may be.

         SECTION 17. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment
of any transfer agent for the Common Stock or of any subsequent transfer agent
for shares of the Common Stock or other shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such transfer agent.

         SECTION 18. NOTICES. All notices, requests and other communications
pursuant to this Agreement shall be in writing and shall be sufficiently given
or made when delivered or three business days after deposit in the U.S. mail, by
first class mail, postage prepaid, addressed as follows:

                  (a) if to the Company, to (until another address is filed in
writing by the Company with the Warrant Agent):

                           Checkers Drive-In Restaurants, Inc.
                           14255 49th Street North, Building 1
                           Clearwater, Florida 33762
                           Attention: President

                  (b) if to the Warrant Agent, to (until another address is
filed in writing by the Warrant Agent with the Company):

                           American Stock Transfer & Trust Company
                           40 Wall Street, 46th Floor
                           New York, New York 10005
                           Attention: Checkers Drive-In Restaurants, Inc.
                                      Warrant Agent

                  (c) if to the registered holder of a Warrant, to the address
of such holder as shown in the Warrant Register.

         SECTION 19. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Warrants in order to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which shall not be
inconsistent with the provisions of the Warrants, or which shall not adversely
affect the interests of the holders of Warrants (including reducing the Warrant
Price or extending the redemption or expiration date).

         SECTION 20. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent or the
registered holders of the Warrants shall bind and inure to the benefit of their
respective successors and assigns hereunder.

         SECTION 21. GOVERNING LAW. This Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be construed in accordance with the laws of said State.

                                      -12-
<PAGE>

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

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

         SECTION 24. DESCRIPTIVE HEADINGS. The descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                                      -13-
<PAGE>

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

CHECKERS DRIVE-IN RESTAURANTS, INC.


By:  /s/ ANDREW D. SIMONS
     ----------------------------------
Its: Vice President and General Counsel
     ----------------------------------

AMERICAN STOCK TRANSFER & TRUST COMPANY


By:  /s/ HERBERT J. LEMMER
     ----------------------------------
Its: Vice President
     ----------------------------------

                                      -14-
<PAGE>


W A R R A N T S

WARRANT TO PURCHASE
SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M., NEW YORK CITY TIME,
ON SEPTEMBER 26, 2001

CHECKERS DRIVE-IN RESTAURANTS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 162809 13 1

This certifies that, for value received,the registered holder hereof or assigns
(the "Holder"),




is entitled to purchase from Checkers Drive-In Restaurants, Inc., a Delaware
corporation (the "Company"), at any time before 5:00 p.m., New York City Time,
on September 26, 2001, at the purchase price per share of $4.52 (the "Warrant
Price"), the number of shares of Common Stock of the Company set forth above
(the "Shares"). The number of Shares purchasable upon exercise of each Warrant
evidenced hereby and the Warrant Price per Share shall be subject to adjustment
from time to time as set forth in the Warrant Agreement referred to below. This
Warrant is subject to redemption by the Company, at $.01 per Warrant, upon not
less than 30 nor more than 45 days' notice, at any time after the Daily Market
Price (determined pursuant to the Warrant Agreement) per Share of Common Stock
has equaled or exceeded $36.18 for a period of at least 20 out of 30 consecutive
trading days during the 30 trading days prior to the date of the notice of
redemption, and prior to expiration of the Warrants. The Warrant redemption
price and the Daily Market Price referred to above shall be subject to
adjustment from time to time as set forth in the Warrant Agreement.

The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided thereon) and simultaneous
payment of the Warrant Price (subject to adjustment) at the principal office in
American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York,
New York 10005 (the "Warrant Agent"). Payment of such price shall be made at the
option of the Holder in cash or by certified check or bank draft payable to the
Warrant Agent, all as provided in the Warrant Agreement.

The Warrants evidenced hereby are issued under and in accordance with a Warrant
Agreement dated as of August 9, 1999, between the Company and the Warrant Agent
and are subject to the terms and provisions contained in such Warrant Agreement,
to all of which the Holder of this Warrant certificate by acceptance hereof
consents. A copy of the Warrant Agreement may be obtained for inspection by the
Holder hereof upon written request to the Warrant Agent.

Upon any partial exercise of the Warrants evidenced hereby, there shall be
countersigned and issued to the Holder a new Warrant certificate in respect of
the Shares as to which the Warrants evidenced hereby have not been exercised.
This Warrant certificate may be exchanged at the office of the Warrant Agent by
surrender of this Warrant certificate properly endorsed (with a signature
guarantee) either separately or in combination with one or more other Warrants
or one or more new Warrants to purchase the same aggregate number of Shares as
were evidenced by the Warrant or Warrants exchanged. No fractional Shares will
be issued upon the exercise of rights to purchase hereunder, but the Company
shall pay the cash value of any fraction upon the exercise of one or more
Warrants. The Warrants evidenced hereby are transferable at the office of the
Warrant Agent in the manner and subject to the limitations set forth in the
Warrant Agreement.

The Holder hereof may be treated by the Company, the Warrant Agent and all other
persons dealing with this Warrant certificate as the absolute owner hereof for
all purposes and as the person entitled to exercise the rights represented
hereby, any notice to the contrary notwithstanding, and until such transfer is
entered on such books, the Company may treat the Holder hereof as the owner for
all purposes.

This Warrant certificate does not entitle the Holder hereof to any
of the rights of a stockholder of the Company.

                                      -15-
<PAGE>


This Warrant certificate shall not be valid or obligatory for any purpose until
it has been countersigned by the Warrant Agent.

Dated:             , 2000


Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY

Warrant Agent
By:
Authorized Signatory

CHECKERS DRIVE-IN RESTAURANTS, INC.

ATTEST:

By:

SECRETARY/TREASURER

PRESIDENT



CHECKERS DRIVE-IN RESTAURANTS, INC.

PURCHASE FORM

Mailing Address:

CHECKERS DRIVE-IN RESTAURANTS, INC.
14255 49TH Street North, Building 1
Clearwater, Florida 33762

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

(Please Print or Type Name, Address and Social Security number)

and if said number of Shares shall not be all the 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 his Assignee as below indicated and delivered to the address stated
below.

Dated:

Name of Holder or Assignee:


           (Please Print)

                                      -16-
<PAGE>

Address:

Signature:

Note: The above signature must correspond with the name as it appears upon the
face of the within Warrant certificate in every particular, without alteration
or enlargement or any change whatever, unless these Warrants have been assigned.

Signature(s) Guaranteed:

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

                                      -17-