<PAGE>


                                                                   EXHIBIT 4.2

                                                                Execution Copy



NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF
COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.


                    VOID AFTER 5:00 P.M. ON DECEMBER 31, 2013

                           AMERICAN VANTAGE COMPANIES
                               WARRANT CERTIFICATE

                           800,000 COMMON STOCK PURCHASE WARRANTS


<PAGE>

Warrant Certificate No. A-2                                  December 31, 2003

         THIS IS TO CERTIFY THAT, for value received, Enigma Media, Inc.
("WARRANTHOLDER") is the registered owner of the number of Common Stock Purchase
Warrants (each, a "WARRANT") set forth above, each Warrant entitling the owner
thereof to purchase from American Vantage Companies, a Nevada corporation (the
"COMPANY"), one duly authorized, validly issued, fully paid and non-assessable
share (each, a "WARRANT SHARE") of common stock, par value $0.01 per share
("COMMON STOCK"), of the Company, at a purchase price of Five Dollars ($5.00)
per Warrant Share (the "PURCHASE PRICE"), at any time on or after December 31,
2003 (the "COMMENCEMENT DATE") and terminating at 5:00 p.m., New York City time,
on December 31, 2013 (the "EXPIRATION DATE"), all subject to the terms and
conditions contained in this Warrant Certificate. The number of Warrants
evidenced by this Warrant Certificate (and the number and kind of securities
which may be purchased upon exercise hereof) set forth above, and the Purchase
Price per share set forth above, are as of the date hereof. As provided herein,
the Purchase Price and the number of shares of Common Stock or other securities
which may be purchased upon the exercise of the Warrants evidenced by this
Warrant Certificate are, upon the happening of certain events, subject to
modification and adjustment.

         This Warrant Certificate, together with any warrant certificate(s)
issued in replacement or substitution hereof (as provided for in this Warrant
Certificate) evidencing all or part of the Warrants evidenced hereby, are
sometimes collectively referred to herein as the "WARRANT CERTIFICATES." The
Warrants evidenced by this Warrant Certificate were issued in connection with
that certain Asset Purchase Agreement, dated as of the date hereof, by and among
American Vantage Media Corporation, a wholly-owned subsidiary of the Company,
Enigma Media, Inc. and the Company (the "PURCHASE AGREEMENT").

         The rights of the Warrantholder of this Warrant Certificate shall be
subject to the following further terms and conditions:

1.       EXERCISE OF WARRANTS.

         (a) The Warrants may be exercised, in whole or in part, at any time and
from time to time, during the period commencing on the Commencement Date and
terminating on the Expiration Date, by surrendering this Warrant Certificate,
with the form of exercise notice provided for herein, duly executed by the
Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at the
principal office of the Company, presently located at 4735 South Durango Drive,
Suite 105, Las Vegas, Nevada 89147, or at such other office or agency in the
United States as the Company may designate by notice in writing to the
Warrantholder (in either event, the "COMPANY OFFICES"), accompanied by payment
in full, in the form of cash, bank cashier's check or certified check payable to
the order of the Company, of the Purchase Price payable in respect of the
Warrants being exercised. If fewer than all of the Warrants are exercised, the
Company shall, upon each exercise prior to the Expiration Date, execute and
deliver to the Warrantholder a new Warrant Certificate (dated as of the date
hereof) evidencing the balance of the Warrants that remain exercisable.



                                       2
<PAGE>

         (b) On the day immediately following the date of a valid exercise of
any Warrants, the Warrantholder exercising same shall be deemed to have become
the holder of record for all purposes of the Warrant Shares to which such valid
exercise relates.

         (c) As soon as practicable, but not in excess of ten days, after the
exercise of all or part of the Warrants evidenced by this Warrant Certificate,
the Company, at its expense (including the payment by it of any applicable issue
taxes), will cause to be issued in the name of and delivered to the
Warrantholder a certificate or certificates evidencing the number of duly
authorized, validly issued, fully paid and non-assessable Warrant Shares to
which the Warrantholder shall be entitled upon such exercise.

         (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of any of the Warrants but, in lieu thereof, the Company shall,
upon exercise of all the Warrants, round up any fractional Warrant Share to the
nearest whole share of Common Stock.

2. ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES. The Company covenants and
agrees that:

         (a) all Warrant Shares which may be issued upon the exercise of all or
part of the Warrants will, upon issuance in accordance with the terms hereof, be
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof;

         (b) at all times prior to the Expiration Date, the Company shall keep
reserved for issuance a sufficient number of authorized shares of Common Stock
to permit the exercise in full of the Warrants evidenced by this Warrant
Certificate; and

         (c) if any shares of Common Stock to be reserved for the purpose of the
issuance of Warrant Shares upon the exercise of Warrants require registration
with, or approval of, any governmental authority under any federal or state law
before such shares may be validly issued or delivered upon exercise, then the
Company will promptly use its best efforts to effect such registration or obtain
such approval, as the case may be.

3. ADJUSTMENTS OF PURCHASE PRICE, NUMBER AND CHARACTER OF WARRANT SHARES, AND
NUMBER OF WARRANTS. The Purchase Price and the number and kind of securities
purchasable upon the exercise of each Warrant shall be subject to adjustment
from time to time upon the happening of the events enumerated in this Section 3.

         (a) Stock Dividends, Subdivisions and Combinations. In the event the
Company shall, at any time on or before the Expiration Date, (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock or
such other stock to holders of all its outstanding shares of Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares, (iii) combine the outstanding shares of Common Stock into a
smaller number of shares of Common Stock or (iv) issue by reclassification of
its shares of Common Stock other securities of the Company (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number and kind of Warrant


                                       3
<PAGE>

Shares purchasable upon exercise of each Warrant outstanding immediately prior
thereto shall be adjusted so that the Warrantholder shall be entitled to receive
the kind and number of shares of Common Stock or other securities of the Company
which the Warrantholder would have owned or have been entitled to receive after
the happening of any of the events described above had such Warrant been
exercised in full immediately prior to the earlier of the happening of such
event or any record date in respect thereto. In the event of any adjustment of
the number of Warrant Shares purchasable upon the exercise of each then
outstanding Warrants pursuant to this Paragraph 3(a), the Purchase Price shall
be adjusted to be the amount resulting from dividing the number of shares of
Common Stock (including fractional shares of Common Stock) covered by such
Warrant immediately after such adjustment into the total amount payable upon
exercise of such Warrant in full immediately prior to such adjustment. An
adjustment made pursuant to this Paragraph 3(a) shall become effective
immediately after the effective date of such event retroactive to the record
date for any such event. Such adjustment shall be made successively whenever any
event listed above shall occur.

         (b) Adjustments Pursuant to Purchase Agreement. The Purchase Price may
be increased in accordance with the provisions of Section 11 of the Purchase
Agreement.

         (c) Notice of Adjustments. Whenever the Purchase Price shall be
adjusted pursuant to this Section 3, the Company shall promptly deliver a
certificate signed by the President or a Vice President and by the Chief
Financial Officer, Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Company, setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated (including a description of the basis on
which the Board of Directors of the Company made any determination hereunder),
by first class mail postage prepaid to each Warrantholder.

         (d) Adjustments to Other Securities. In the event that at any time, as
a result of an adjustment made pursuant to this Section 3, the Warrantholder
shall become entitled to purchase any shares or securities of the Company other
than the shares of Common Stock, thereafter the number of such other shares or
securities so purchasable upon exercise of each Warrant and the purchase price
for such shares or securities shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock contained in Paragraph 3(a) hereof.

4. DEFINITION OF COMMON STOCK. The Common Stock issuable upon exercise of the
Warrants shall be the Common Stock as constituted on the date hereof except as
otherwise provided in Section 3.

5. REPLACEMENT OF SECURITIES. If this Warrant Certificate shall be lost, stolen,
mutilated or destroyed, the Company shall, on such terms as to indemnity or
otherwise as the Company may in its discretion reasonably impose, issue a new
certificate of like tenor or date representing in the aggregate the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder. Any such new certificate shall


                                       4
<PAGE>

constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone.

6. REGISTRATION. This Warrant Certificate, as well as all other warrant
certificates representing Warrants shall be numbered and shall be registered in
a register (the "WARRANT REGISTER") maintained at the Company Offices as they
are issued. The Warrant Register shall list the name, address and Social
Security or other Federal Identification Number, if any, of all Warrantholders.
The Company shall be entitled to treat the Warrantholder as set forth in the
Warrant Register as the owner in fact of the Warrants as set forth therein for
all purposes and shall not be bound to recognize any equitable or other claim to
or interest in such Warrants on the part of any other person, and shall not be
liable for any registration of transfer of Warrants that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration of transfer, or with such knowledge of
such facts that its participation therein amounts to bad faith.

7. TRANSFER.

         (a) Restriction on Transfer. NEITHER THE WARRANTS REPRESENTED BY THIS
WARRANT CERTIFICATE NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS HAVE BEEN ACQUIRED, AND ANY
SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH
WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND SUCH STATE SECURITIES LAWS.

         (b) Rights to Assign. Anything in Paragraph 7(a) to the contrary
notwithstanding, this Warrant may be transferred or assigned to (i) one or more
stockholders of the Warrantholder that is an "Accredited Investor" under the
Securities Act or (ii) any affiliate (within the meaning of the Securities Act)
of any such stockholder, which affiliate is an Accredited Investor, in each case
without an opinion of counsel to the Warrantholder, but subject to the Company's
receipt of such documentation of the transferee being an Accredited Investor and
such other documentation as the Company may reasonably require. The term
"Warrantholder" as used herein shall include any transferee to whom this Warrant
has been transferred in accordance with this Paragraph 7(b). The Warrantholder
shall transfer or assign the Warrants by surrendering this Warrant Certificate,
with the Assignment Form, substantially in the form provided herein, completed
and duly executed by the Warrantholder or by the Warrantholder's duly authorized
attorney-in-fact, at the Company Offices. The Company shall execute and deliver
a new Warrant Certificate in the name of the assignee or assignees set forth in
the Assignment Form and this Warrant Certificate shall promptly be canceled. If
fewer than all of the Warrants are assigned, the Company shall execute and
deliver to the Warrantholder a new Warrant Certificate (dated as of the date
hereof) evidencing the balance of the Warrants that remain exercisable by the
Warrantholder.



                                       5
<PAGE>

8. EXCHANGE OF WARRANT CERTIFICATES. This Warrant Certificate may be exchanged
for two or more certificates entitling the Warrantholder to purchase a like
aggregate number of Warrant Shares as this Warrant Certificate entitles the
Warrantholder to purchase. A Warrantholder desiring to so exchange this Warrant
Certificate shall make such request in writing delivered to the Company, and
shall surrender this Warrant Certificate therewith. Thereupon, the Company shall
execute and deliver to the person entitled thereto a new certificate or
certificates, as the case may be, as so requested.

9. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed given when delivered in person, against written receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and, if to the Company, at the Company Offices or such other address as the
Company shall give notice thereof to the Warrantholder in accordance with this
Section 9.

10.      REGISTRATION RIGHTS.

         (a) Defined Terms. As used in this Section 10, terms defined elsewhere
herein shall have their assigned meanings and each of the following terms shall
have the following meanings (such definitions to be applicable to both the
plural and singular of the terms defined):

                  (i) Registerable Securities. The term "REGISTERABLE
         SECURITIES" shall mean (A) with respect to a registration statement to
         be filed under Subparagraph 10(b), any of the Warrant Shares which
         shall have been issued as a result of the exercise of any of the
         Warrants by the Warrantholder at any time prior to the second trading
         day after a registration statement filed pursuant to Subparagraph 10(b)
         shall have been declared effective and (B) with respect to a
         registration statement filed under Subparagraph 10(c), any of the
         Warrant Shares which shall have been issued as a result of the exercise
         of any of the Warrants by the Warrantholder at any time prior to the
         Company's receipt of the Rightsholder Piggyback Notice delivered
         pursuant to Subparagraph 10(c)(i), and in each case, any shares of
         Common Stock or other securities received in connection with any stock
         split, stock dividend, merger, reorganization, recapitalization,
         reclassification or other distribution paid or issued pursuant to such
         Warrant Shares. For the purposes of this Section 10, securities will
         cease to be Registerable Securities when (A) a registration statement
         under the Securities Act of 1933, as amended (the "SECURITIES ACT")
         covering such Registerable Securities has been declared effective, (B)
         such Registerable Securities are distributed to the public pursuant to
         the Securities Act or pursuant to an exemption from the registration
         requirements of the Securities Act, including, without limitation,
         Rules 144 and 144A promulgated under the Securities Act or (C) such
         Registerable Securities have been otherwise transferred and the
         Company, in accordance with applicable law and regulations, has
         delivered new certificates or other evidences of ownership for such
         securities which are not subject to any stop transfer order or other
         restriction on transfer.



                                       6
<PAGE>

                  (ii) Rightsholder. The term "RIGHTSHOLDER" shall include the
         Warrantholder, all successors and assigns of the Warrantholder and all
         transferees of Registerable Securities where such transfer
         affirmatively includes the transfer and assignment of the rights of the
         transferor-Warrantholder under this Warrant Certificate with respect to
         the transferred Registerable Securities and such transferee has agreed
         in writing to assume all of the transferor-Warrantholder's agreements,
         obligations and liabilities under this Section 10 with respect to the
         transferred Registerable Securities.

                  (iii) Interpretations of Terms. The words "hereof," "herein"
         and "hereunder" and words of similar import when used in this Section
         10 shall refer to this Section 10 as a whole and not to any particular
         provision of this Section 10, and subsection, paragraph, clause,
         schedule and exhibit references are to this Section 10 unless otherwise
         specified.

                  (b) Demand Registration.

                  (i) Initial Right to Demand. Subject to Subparagraphs
         10(b)(iii), 10(b)(iv) and 10(b)(v) hereof, at any time on or after the
         Commencement Date, Rightsholders holding Registerable Securities
         constituting at least 250,000 Warrant Shares (including any securities
         issued pursuant to Section 3) issuable pursuant to the exercise of the
         Warrants delivered pursuant to the Purchase Agreement, may make a
         written request (an "INITIAL DEMAND REQUEST") to the Company for
         registration under the Securities Act of all of their Registerable
         Securities (the "INITIAL DEMAND REGISTRATION"). Within ten days after
         receipt of an Initial Demand Request, the Company shall deliver a
         written notice (the "COMPANY DEMAND NOTICE") of such Initial Demand
         Request to all other Rightsholders. The Company will include in such
         Initial Demand Registration all Registerable Securities with respect to
         which the Company has been given written requests (each, "TAG-ALONG
         REQUEST") for inclusion therein within 20 days after the giving of the
         Company Demand Notice. The Initial Demand Request shall be required to
         specify the aggregate number of the Registerable Securities to be
         included in the Initial Demand Registration, the number of Registerable
         Securities to be registered for each of the Rightsholders and the
         intended method(s) of disposition thereof, including whether or not
         such Initial Demand Registration or portion thereof is to relate to an
         underwritten offering, the name of the managing underwriter(s), if any,
         and the terms of any such underwriting. Each and every Tag-Along
         Request shall be required to specify the amount of Registerable
         Securities to be registered in the Initial Demand Registration and the
         intended method(s) of disposition thereof, including whether or not the
         Registerable Securities subject to such Tag-Along Request or portion
         thereof is to relate to an underwritten offering, the name of the
         managing underwriter(s), if any, and the terms of any such
         underwriting.



                                       7
<PAGE>

                  (ii) Subsequent Rights to Demand. Subject to Subparagraphs
         10(b)(iii), 10(b)(iv) and 10(b)(v) hereof, at any time after the
         effective date of any registration statement filed pursuant to an
         Initial Demand Request or the first Subsequent Demand Request under
         this Subparagraph 10(b)(ii), Rightsholders holding Registerable
         Securities constituting at least 100,000 Warrant Shares (including any
         securities issued pursuant to Section 3) issuable pursuant to the
         exercise of the Warrants delivered pursuant to the Purchase Agreement
         may make a written request (a "SUBSEQUENT DEMAND REQUEST") to the
         Company for registration under the Securities Act of all of their
         Registerable Securities (a "SUBSEQUENT DEMAND Registration"); provided,
         however, that the Company shall not be required to effect more than two
         Subsequent Demand Registrations. With respect to each Subsequent Demand
         Request, the Company shall deliver a Company Demand Notice to each
         other Rightsholder and shall include in the Subsequent Demand
         Registration all Registerable Securities held by each such Rightsholder
         who has given a Tag-Along Request in the same manner and under the same
         terms and conditions as provided in Subparagraph 10(b)(i) for the
         Initial Demand Registration.

                  (iii) Demand Registration on Form S-3. Subject to the
         provisions of Subparagraphs 10(b)(i), 10(b)(ii), 10(b)(iv) and 10(b)(v)
         hereof, the Company shall prepare, and as soon as practicable, but in
         no event later than 60 days after the Company's receipt of an Initial
         Demand Request or Subsequent Demand Request(s), file with the
         Securities and Exchange Commission (the "COMMISSION") a registration
         statement on Form S-3 covering the resale of the Registerable
         Securities requested to be included therein; provided, however, that
         the Company shall not be obligated to effect an Initial Demand
         Registration or Subsequent Demand Registrations at any time if the
         Company is not then eligible to use Form S-3 for registration of the
         Registerable Securities hereunder. The Company represents to the
         Warrantholder that it is presently eligible to file a registration
         statement on Form S-3 covering the resale of the Registrable Securities
         and agrees that it will use its reasonable efforts to maintain such
         eligibility.

                  (iv) Registration Expenses; Effective Demand Registration.
         Subject to the provisions of Subparagraphs 10(b)(i), 10(b)(ii),
         10(b)(iii) and 10(b)(v) hereof, the Registration Expenses (as defined
         in Paragraph 10(e) hereof) incurred by the Company in connection with
         (A) an Initial Demand Registration shall be borne by the Company, but
         the Company shall not be responsible for the payment of any
         underwriter's discount, commission or selling concession in connection
         with any of the Registerable Securities and (B) a Subsequent Demand
         Registration shall be borne by the Rightsholders whose Registerable
         Securities are included in such Subsequent Demand Registration,
         allocable to each Rightsholder's Registerable Securities included
         therein. The Company shall not be deemed to have effected an Initial
         Demand Registration or Subsequent Demand Registration unless and until
         such Initial Demand Registration or Subsequent Demand Registration is
         declared effective

                  (v) Priority on Demand Registrations.



                                       8
<PAGE>

                           (A) Whenever the Company shall effect an Initial
                  Demand Registration or a Subsequent Demand Registration
                  (collectively, a "DEMAND REGISTRATION") in connection with an
                  underwritten offering by one or more Rightsholders, no other
                  securities, including other Registerable Securities, shall be
                  included in such Demand Registration, unless (x) the managing
                  underwriter(s) with respect to such Demand Registration shall
                  have advised the Company and each Rightsholder whose
                  Registerable Securities were included in the Initial Demand
                  Request or Subsequent Demand Request(s) (collectively, the
                  "DEMAND REQUEST"), in writing, that the inclusion of such
                  other securities would not adversely affect such underwritten
                  offering or (y) each of the Rightsholders shall each have
                  consented in writing to the inclusion of such other
                  securities. In the event of such written advice of the
                  managing underwriter(s) or unanimous consent of such
                  Rightsholders, the Company will include in such Demand
                  Registration securities in the following order of priority
                  until the maximum number of securities included in the written
                  advice of the managing underwriter(s) or unanimous consent of
                  such Rightsholders shall be reached: (1) first, pro rata
                  (based upon the amount of Registerable Securities) among the
                  Registerable Securities included in the Demand Request which
                  are subject to the underwritten offering, (2) second, pro rata
                  (based upon the amount of Registerable Securities) among the
                  Registerable Securities of the Rightsholders who have given a
                  Tag-Along Request with respect to such Demand Registration
                  where the method of distribution shall be pursuant to an
                  underwritten offering, (3) third, pro rata (based upon the
                  amount of Registerable Securities) among all other
                  Registerable Securities included in the Demand Request and
                  Tag-Along Request(s) and (4) fourth, pro rata (based upon the
                  amount of securities owned which carry registration rights)
                  among all other securities to which the Company has granted
                  registration rights and for which a request for inclusion in
                  the Demand Registration shall have been made.

                           (B) Whenever the Company shall effect a Demand
                  Registration in connection with an offering of Registerable
                  Securities of Rightsholders for which the intended method(s)
                  of distribution shall not include an underwritten offering,
                  and the Rightsholders of a majority of the Registerable
                  Securities which were subject to the Demand Request shall
                  advise the Company in writing that, in the opinion of such
                  Rightsholders, the number of securities proposed to be sold in
                  such Demand Registration would adversely affect such offering
                  and the Board of Directors of the Company concurs with such
                  conclusion, the Company will include in such Demand
                  Registration securities in the following order of priority
                  until the maximum number of securities included in the written
                  advice of such Rightsholders shall be reached: (1) first, pro
                  rata (based upon the amount of Registerable Securities) among
                  the Registerable Securities included in the Demand Request,
                  (2) second, pro rata (based upon the amount of Registerable
                  Securities) among the Registerable Securities of the
                  Rightsholders who have given a Tag-Along Request with respect
                  to such Demand Registration where the method of distribution


                                       9
<PAGE>

                  shall be pursuant to an underwritten offering, (3) third, pro
                  rata (based upon the amount of Registerable Securities) among
                  all other Registerable Securities included in the Demand
                  Request and Tag-Along Request(s) and (4) fourth, pro rata
                  (based upon the amount of securities owned which carry
                  registration rights) among all other securities to which the
                  Company has granted registration rights and for which a
                  request for inclusion in the Demand Registration shall have
                  been made.

                  (vi) Delay in Effecting Demand Registration. Notwithstanding
         anything in the foregoing to the contrary, the Company shall not be
         obligated to effect a Demand Registration at any time when the Company,
         in the good faith judgment of the Board of Directors of the Company
         made no later than 30 days after the giving of the Demand Request with
         respect to such Demand Registration, reasonably believes that the
         filing thereof at the time requested, or the offering of securities
         pursuant thereto, would be materially detrimental to the interests of
         the Company or the Company's stockholders. The effectuation of a Demand
         Registration cannot be suspended, pursuant to the provisions of the
         preceding sentence, on more than one occasion in any twelve-month
         period or for more than 90 days after the date of the Board's
         determination referenced in the preceding sentence.

                  (vii) Approval of Underwriter by the Company. If the Demand
         Registration is to involve an underwritten offering, the managing
         underwriter(s) and each selling agent selected by those Rightsholders
         participating in each such underwritten offering shall be subject to
         the written approval of the Company, which approval may not be
         unreasonably withheld or delayed.

         (c) Piggy-Back Registration.

                  (i) Right to Piggy-Back. If, at any time on or after the
         Commencement Date, the Company proposes to file a registration
         statement under the Securities Act with respect to an offering by the
         Company or any other party of any class of equity security similar to
         any Registerable Securities (other than a registration statement on
         Form S-4 or S-8 or any successor form or a registration statement filed
         solely in connection with an exchange offer, a business combination
         transaction or an offering of securities solely to the existing
         stockholders or employees of the Company), then the Company, on each
         such occasion, shall give written notice (each, a "COMPANY PIGGY-BACK
         NOTICE") of such proposed filing to all of the Rightsholders owning
         Registerable Securities at least fifteen days before the anticipated
         filing date of such registration statement, and such Company Piggy-Back
         Notice also shall be required to offer to such Rightsholders the
         opportunity to register such aggregate number of Registerable
         Securities as each such Rightsholder may request. Each such
         Rightsholder shall have the right, exercisable for the five days
         immediately following the giving of a Company Piggy-Back Notice, to
         request, by written notice (each, a "RIGHTSHOLDER PIGGY-BACK NOTICE")
         to the Company, the inclusion of all or any portion of the Registerable
         Securities of such Rightsholder in such registration statement. The
         Company shall use reasonable efforts to cause the managing
         underwriter(s) of a proposed underwritten offering to permit the
         inclusion of the Registerable Securities which were the subject of all
         Rightsholder Piggy-Back Notices in such underwritten offering on the


                                       10
<PAGE>

         same terms and conditions as any similar securities of the Company
         included therein. Notwithstanding anything to the contrary contained in
         this Subparagraph 10(c)(i), if the managing underwriter(s) of such
         underwritten offering or any proposed underwritten offering delivers a
         written opinion to the Rightsholders of Registerable Securities which
         were the subject of all Rightsholder Piggy-Back Notices that the total
         amount and kind of securities which they, the Company and any other
         person intend to include in such offering is such as to materially and
         adversely affect the success of such offering, then the amount of
         securities to be offered for the accounts of such Rightsholders shall
         be eliminated or reduced pro rata (based on the amount of securities
         owned by such Rightsholders which carry registration rights) to the
         extent necessary to reduce the total amount of securities to be
         included in such offering to the amount recommended by such managing
         underwriter(s) in the managing underwriter's written opinion.

                  (ii) Number of Piggy-Back Registrations; Registration
         Expenses. The obligations of the Company under this Paragraph 10(c)
         shall be unlimited with respect to each Rightsholder, provided, that no
         Demand Registration has been declared effective. Subject to the
         provisions of Paragraph 10(e) hereof, the Company will pay all
         Registration Expenses in connection with any registration of
         Registerable Securities effected pursuant to this Paragraph 10(c), but
         the Company shall not be responsible for the payment of any
         underwriter's discount, commission or selling concession in connection
         therewith.

                  (iii) Withdrawal or Suspension of Registration Statement.
         Notwithstanding anything contained to the contrary in this Paragraph
         10(c), the Company shall have the absolute right, whether before or
         after the giving of a Company Piggy-Back Notice or Rightsholder
         Piggy-Back Notice, to determine not to file a registration statement to
         which the Rightsholders shall have the right to include their
         Registerable Securities therein pursuant to this Paragraph 10(c), to
         withdraw such registration statement or to delay or suspend pursuing
         the effectiveness of such registration statement. In the event of such
         a determination after the giving of a Company Piggy-Back Notice, the
         Company shall give notice of such determination to all Rightsholders
         and, thereupon, (A) in the case of a determination not to register or
         to withdraw such registration statement, the Company shall be relieved
         of its obligation under this Paragraph 10(c) to register any of the
         Registerable Securities in connection with such registration and (B) in
         the case of a determination to delay the registration, the Company
         shall be permitted to delay or suspend the registration of Registerable
         Securities pursuant to this Paragraph 10(c) for the same period as the
         delay in the registration of such other securities. No registration
         effected under this Paragraph 10(c) shall relieve the Company of its
         obligation to effect any registration upon demand granted to a
         Rightsholder pursuant to Paragraph 10(b) hereof.



                                       11
<PAGE>

                  (d) Registration Procedures.

                  (i) Obligations of the Company. The Company will, in
         connection with any registration pursuant to Paragraphs 10(b) and 10(c)
         hereof, as expeditiously as practicable:

                           (A) prepare, and as soon as practicable, but in any
                  event not later than 60 days of the Company's receipt of the
                  Demand Request in the case of a Demand Registration pursuant
                  to Paragraph 10(b), file with the Commission a registration
                  statement under the Securities Act on the appropriate form or
                  on Form S-3 in the case of a Demand Registration, which shall
                  be available for the sale of all Registerable Securities in
                  accordance with the intended method(s) of distribution thereof
                  set forth in all applicable requests or notices of
                  Rightsholders, and use the Company's commercially reasonable
                  best efforts to cause such registration statement to become
                  effective as soon thereafter as reasonably practicable;
                  provided, that, at least five business days before filing with
                  the Commission of such registration statement, the Company
                  shall furnish to each Rightsholder whose Registerable
                  Securities are included therein draft copies of such
                  registration statement, including all exhibits thereto and
                  documents incorporated by reference therein, and, upon the
                  reasonable request of any such Rightsholder, shall continue to
                  provide drafts of such registration statement until filed,
                  and, after such filing, the Company shall, as diligently as
                  practicable, provide to each such Rightsholder such number of
                  copies of such registration statement, each amendment and
                  supplement thereto, the prospectus included in such
                  registration statement (including each preliminary
                  prospectus), all exhibits thereto and documents incorporated
                  by reference therein and such other documents as such
                  Rightsholder may reasonably request in order to facilitate the
                  disposition of the Registerable Securities owned by such
                  Rightsholder and included in such registration statement;
                  provided, further, the Company shall modify or amend the
                  registration statement as it relates to such Rightsholder as
                  reasonably requested by such Rightsholder on a timely basis,
                  and shall reasonably consider other changes to the
                  registration statement (but not including any exhibit or
                  document incorporated therein by reference) reasonably
                  requested by such Rightsholder on a timely basis, in light of
                  the requirements of the Securities Act and any other
                  applicable laws and regulations; and provided, further, that
                  the obligation of the Company to effect such registration
                  and/or cause such registration statement to become effective,
                  may be postponed for (1) such period of time when the
                  financial statements of the Company required to be included in
                  such registration statement are not available (due solely to
                  the fact that such financial statements have not been prepared
                  in the regular course of business of the Company) or (2) any
                  other bona fide corporate purpose, but then only for a period
                  not to exceed 90 days;



                                       12
<PAGE>

                           (B) prepare and file with the Commission such
                  amendments and post-effective amendments to a registration
                  statement as may be necessary to keep such registration
                  statement effective until the earliest of (i) the date as of
                  which Rightsholders may sell the Registerable Securities
                  covered by such registration statement without restriction
                  pursuant to Rule 144(k) promulgated under the Securities Act,
                  or (ii) the date upon which the Rightsholders have sold all
                  the Registerable Securities covered by such registration
                  statement or (iii) if any Warrantholder shall have failed to
                  exercise its Warrants with respect to Registrable Securities
                  included in the registration statement as required by
                  Subparagraph 10(d)(ii)(C) on or before the first trading day
                  after the effective date of such registration statement, the
                  second trading day after the effective date of the (the
                  "REGISTRATION PERIOD"); and cause the related prospectus to be
                  supplemented by any required prospectus supplement, and as so
                  supplemented to be filed to the extent required pursuant to
                  Rule 424 promulgated under the Securities Act, up until the
                  Registration Period; and otherwise comply with the provisions
                  of the Securities Act with respect to the disposition of all
                  Registerable Securities covered by such registration statement
                  during the applicable period in accordance with the intended
                  method(s) of disposition of such Registerable Securities set
                  forth in such registration statement, prospectus or supplement
                  to such prospectus;

                           (C) notify the Rightsholders whose Registerable
                  Securities are included in such registration statement and the
                  managing underwriter(s), if any, of an underwritten offering
                  of any of the Registerable Securities included in such
                  registration statement, and confirm such advice in writing,
                  (1) when a prospectus or any prospectus supplement or
                  post-effective amendment has been filed, and, with respect to
                  a registration statement or any post-effective amendment, when
                  the same has become effective, (2) of any request by the
                  Commission for amendments or supplements to a registration
                  statement or related prospectus or for additional information,
                  (3) of the issuance by the Commission of any stop order
                  suspending the effectiveness of a registration statement or
                  the initiation of any proceedings for that purpose, (4) if at
                  any time the representations and warranties of the Company
                  contemplated by subclause (1) of clause 10(d)(i)(J) hereof
                  cease to be true and correct, (5) of the receipt by the
                  Company of any notification with respect to the suspension of
                  the qualification of any of the Registerable Securities for
                  sale in any jurisdiction or the initiation or threatening of
                  any proceeding for such purpose and (6) of the happening of
                  any event which makes any statement made in the registration
                  statement, the prospectus or any document incorporated therein
                  by reference untrue or which requires the making of any
                  changes in the registration statement or prospectus so that
                  such registration statement, prospectus or document
                  incorporated by reference will not contain any untrue
                  statement of material fact or omit to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading;



                                       13
<PAGE>

                           (D) make reasonable efforts to obtain the withdrawal
                  of any order suspending the effectiveness of such registration
                  statement at the earliest possible moment and to prevent the
                  entry of such an order;

                           (E) use reasonable efforts to register or qualify the
                  Registerable Securities included in such registration
                  statement under such other securities or blue sky laws of such
                  jurisdictions as any Rightsholder whose Registerable
                  Securities are included in such registration statement
                  reasonably requests in writing and do any and all other acts
                  and things which may be necessary or advisable to enable such
                  Rightsholder to consummate the disposition in such
                  jurisdictions of such Registerable Securities; provided, that
                  the Company will not be required to (1) qualify generally to
                  do business in any jurisdiction where it would not otherwise
                  be required to qualify but for this clause (E), (2) subject
                  itself to taxation in any such jurisdiction or (3) take any
                  action which would subject it to general service of process in
                  any such jurisdiction;

                           (F) make available for inspection by each
                  Rightsholder whose Registerable Securities are included in
                  such registration, any underwriter(s) participating in any
                  disposition pursuant to such registration statement, and any
                  representative, agent or employee of or attorney or accountant
                  retained by any such Rightsholder or underwriter(s)
                  (collectively, the "INSPECTORS"), all financial and other
                  records, pertinent corporate documents and properties of the
                  Company (collectively, the "RECORDS") as shall be reasonably
                  necessary to enable them to exercise their due diligence
                  responsibility (or establish a due diligence defense), and
                  cause the officers, directors and employees of the Company to
                  supply all information reasonably requested by any such
                  Inspector in connection with such registration statement;
                  provided, that records which the Company determines, in good
                  faith, to be confidential and which it notifies the Inspectors
                  are confidential shall not be disclosed by the Inspectors,
                  unless (1) the release of such Records is ordered pursuant to
                  a subpoena or other order from a court of competent
                  jurisdiction or (2) the disclosure of such Records is required
                  by any applicable law or regulation or any governmental
                  regulatory body with jurisdiction over such Rightsholder or
                  underwriter; provided, further, that such Rightsholder or
                  underwriter(s) agree that such Rightsholder or underwriter(s)
                  will, upon learning the disclosure of such Records is sought
                  in a court of competent jurisdiction, give notice to the
                  Company and allow the Company, at the Company's expense, to
                  undertake appropriate action to prevent disclosure of the
                  Records deemed confidential;

                           (G) cooperate with the Rightsholder whose
                  Registerable Securities are included in such registration
                  statement and the managing underwriter(s), if any, to
                  facilitate the timely preparation and delivery of certificates
                  representing Registerable Securities to be sold thereunder,
                  not bearing any restrictive legends, and enable such
                  Registerable Securities to be in such denominations and
                  registered in such names as such Rightsholder or any managing
                  underwriter(s) may reasonably request at least two business
                  days prior to any sale of Registerable Securities;



                                       14
<PAGE>

                           (H) comply with all applicable rules and regulations
                  of the Commission and promptly make generally available to its
                  security holders an earnings statement covering a period of
                  twelve months commencing, (1) in an underwritten offering, at
                  the end of any fiscal quarter in which Registerable Securities
                  are sold to underwriter(s), or (2) in a non-underwritten
                  offering, with the first month of the Company's first fiscal
                  quarter beginning after the effective date of such
                  registration statement, which earnings statement in each case
                  shall satisfy the provisions of Section 11(a) of the
                  Securities Act;

                           (I) provide a CUSIP number for all Registerable
                  Securities not later than the effective date of the
                  registration statement relating to the first public offering
                  of Registerable Securities of the Company pursuant hereto;

                           (J) enter into such customary agreements (including
                  an underwriting agreement in customary form) and take all such
                  other actions reasonably requested by the Rightsholders
                  holding a majority of the Registerable Securities included in
                  such registration statement or the managing underwriter(s) in
                  order to expedite and facilitate the disposition of such
                  Registerable Securities and in such connection, whether or not
                  an underwriting agreement is entered into and whether or not
                  the registration is an underwritten registration, (1) make
                  such representations and warranties, if any, to the holders of
                  such Registerable Securities and any underwriter(s) with
                  respect to the registration statement, prospectus and
                  documents incorporated by reference, if any, in form,
                  substance and scope as are customarily made by issuers to
                  underwriter(s) in underwritten offerings and confirm the same
                  if and when requested, (2) obtain opinions of counsel to the
                  Company and updates thereof addressed to each such
                  Rightsholder and the underwriter(s), if any, with respect to
                  the registration statement, prospectus and documents
                  incorporated by reference, if any, covering the matters
                  customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Rightsholder and underwriter(s), (3) obtain
                  a "cold comfort" letter and updates thereof from the Company's
                  independent certified public accountants addressed to such
                  Rightsholder and to the underwriter(s), if any, which letters
                  shall be in customary form and cover matters of the type
                  customarily covered in "cold comfort" letters by accountants
                  in connection with underwritten offerings and (4) deliver such
                  documents and certificates as may be reasonably requested by
                  the Rightsholders holding a majority of such Registerable
                  Securities and managing underwriter(s), if any, to evidence
                  compliance with any customary conditions contained in the
                  underwriting agreement or other agreement entered into by the
                  Company; each such action required by this clause (J) shall be
                  done at each closing under such underwriting or similar
                  agreement or as and to the extent required thereunder; and



                                       15
<PAGE>

                           (K) if requested by the holders of a majority of the
                  Registerable Securities included in such registration
                  statement, use its best efforts to cause all Registerable
                  Securities which are included in such registration statement
                  to be listed, subject to notice of issuance, by the date of
                  the first sale of such Registerable Securities pursuant to
                  such registration statement, on each securities exchange, if
                  any, on which securities similar to the Registered Securities
                  are listed.

                  (ii) Obligations of Rightsholder. In connection with any
         registration of Registerable Securities of a Rightsholder pursuant to
         Paragraphs 10(b) or 10(c) hereof:

                           (A) The Company may require that each Rightsholder
                  whose Registerable Securities are included in such
                  registration statement furnish to the Company such information
                  regarding the distribution of such Registerable Securities and
                  such Rightsholder as the Company may from time to time
                  reasonably request in writing;

                           (B) Each Rightsholder, upon receipt of any notice
                  from the Company of the happening of any event of the kind
                  described in subclauses (2), (3), (5) and (6) of clause
                  10(d)(i)(C), shall forthwith discontinue disposition of
                  Registerable Securities pursuant to the registration statement
                  covering such Registerable Securities until such
                  Rightsholder's receipt of the copies of the supplemented or
                  amended prospectus contemplated by subclause (1) of clause
                  10(d)(i)(C), or until such Rightsholder is advised in writing
                  (the "ADVICE") by the Company that the use of the applicable
                  prospectus may be resumed, and until such Rightsholder has
                  received copies of any additional or supplemental filings
                  which are incorporated by reference in or to be attached to or
                  included with such prospectus, and, if so directed by the
                  Company, such Rightsholder will deliver to the Company (at the
                  expense of the Company) all copies, other than permanent file
                  copies then in the possession of such Rightsholder, of the
                  current prospectus covering such Registerable Securities at
                  the time of receipt of such notice; the Company shall have the
                  right to demand that such Rightsholder or other holder verify
                  its agreement to the provisions of this clause (B) in any
                  Rightsholder Piggy-Back Notice of the Rightsholder or in a
                  separate document executed by the Rightsholder; and

                           (C) If such Rightsholder shall not have exercised its
                  Warrants with respect to Warrant Shares to be included in a
                  Demand Registration, such Rightsholder shall exercise its
                  Warrants with respect to such Warrant Shares on or before the
                  first trading day after the registration statement filed
                  pursuant to such Demand Registration shall have been declared
                  effective.



                                       16
<PAGE>

                  (e) Registration Expenses. All expenses incident to the
performance of or compliance with this Warrant Certificate by the Company,
including, without imitation, all registration and filing fees of the
Commission, National Association of Securities Dealers, Inc. and other agencies,
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registerable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
the listing, if any, of the Registerable Securities on any securities exchange
and fees and disbursements of counsel for the Company and the Company's
independent certified public accountants (including the expenses of any special
audit or "cold comfort" letters required by or incidental to such performance),
Securities Act or other liability insurance (if the Company elects to obtain
such insurance), the fees and expenses of any special experts retained by the
Company in connection with such registration, the fees and expenses of any other
person retained by the Company, and in the case of the Initial Demand
Registration, the reasonable fees and expenses of one counsel for the
Rightsholders, up to a maximum total amount of $10,000 (but not including any
underwriting discounts or commissions attributable to the sale of Registerable
Securities or other out-of-pocket expenses of the Rightsholders, or the agents
who act on their behalf, unless reimbursement is specifically approved by the
Company) (all such expenses are herein referred to as "REGISTRATION EXPENSES")
will be borne by the Company with respect to only the Initial Demand
Registration and Piggyback Registrations pursuant to Subparagraphs 10(b)(iv) and
10(c)(ii), respectively. Registration Expenses incurred in connection with each
Subsequent Demand Registration shall be born by the Rightsholders whose
Registerable Securities are included within such Subsequent Demand Registration,
allocable to each Rightsholder's Registerable Securities included therein
pursuant to Subparagraph 10(b)(iv). The Company shall not be responsible for the
payment of any underwriter's discount, commission or selling concession in
connection with any of the Registerable Securities in any of Demand
Registrations or Piggy-Back Registrations.

         (g)      Indemnification: Contribution.

                  (i) Indemnification by the Company. The Company agrees to
         indemnify and hold harmless, to the full extent permitted by law, each
         Rightsholder, its officers and directors and each person who controls
         such Rightsholder (within the meaning of the Securities Act), if any,
         and any agent thereof against all losses, claims, damages, liabilities
         and expenses incurred by such party pursuant to any actual or
         threatened suit, action, proceeding or investigation (including
         reasonable attorney's fees and expenses of investigation) arising out
         of or based upon any untrue or alleged untrue statement of a material
         fact contained in any registration statement, prospectus or preliminary
         prospectus or any omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of a prospectus, in the light of the
         circumstances under which they were made) not misleading, except
         insofar as the same arise out of or are based upon, any such untrue
         statement or omission based upon information with respect to such
         Rightsholder furnished in writing to the Company by such Rightsholder
         expressly for use therein.



                                       17
<PAGE>

                  (ii) Indemnification by Rightsholder. In connection with any
         registration statement in which a Rightsholder is participating, each
         such Rightsholder will be required to furnish to the Company in writing
         such information with respect to such Rightsholder as the Company
         reasonably requests for use in connection with any such registration
         statement or prospectus, and each Rightsholder agrees to the extent it
         is such a holder of Registerable Securities included in such
         registration statement, and each other such holder of Registerable
         Securities included in such Registration Statement will be required to
         agree, to indemnify, to the full extent permitted by law, the Company,
         the directors and officers of the Company and each person who controls
         the Company (within the meaning of the Securities Act) and any agent
         thereof, against any losses, claims, damages, liabilities and expenses
         (including reasonable attorney's fees and expenses of investigation
         incurred by such party pursuant to any actual or threatened suit,
         action, proceeding or investigation arising out of or based upon any
         untrue or alleged untrue statement of a material fact or any omission
         or alleged omission of a material fact necessary, to make the
         statements therein (in the case of a prospectus, in the light of the
         circumstances under which they are made) not misleading, to the extent,
         but only to the extent, that such untrue statement or omission is based
         upon information relating to such Rightsholder or other holder
         furnished in writing to the Company expressly for use therein.

                  (iii) Conduct of Indemnification Proceedings. Promptly after
         receipt by an indemnified party under this Paragraph 10(f) of written
         notice of the commencement of any action, proceeding, suit or
         investigation or threat thereof made in writing for which such
         indemnified party may claim indemnification or contribution pursuant to
         this Warrant Certificate, such indemnified party shall notify in
         writing the indemnifying party of such commencement or threat; but the
         omission so to notify the indemnifying party shall not relieve the
         indemnifying party from any liability which the indemnifying party may
         have to any indemnified party (A) hereunder, unless the indemnifying
         party is actually prejudiced thereby, or (B) otherwise than under this
         Paragraph 10(f). In case any such action, suit or proceeding shall be
         brought against any indemnified party, and the indemnified party shall
         notify the indemnifying party of the commencement thereof, the
         indemnifying party shall be entitled to participate therein and the
         indemnifying party shall assume the defense thereof, with counsel
         reasonably satisfactory to the indemnified party, and the obligation to
         pay all expenses relating thereto. The indemnified party shall have the
         right to employ separate counsel in any such action, suit or proceeding
         and to participate in the defense thereof, but the fees and expenses of
         such counsel shall be at the expense of such indemnified party unless
         (A) the indemnifying party has agreed to pay such fees and expenses,
         (B) the indemnifying party shall have failed to assume the defense of
         such action, suit or proceeding or to employ counsel reasonably
         satisfactory to the indemnified party therein or to pay all expenses
         relating thereto or (C) the named parties to any such action or
         proceeding (including any impleaded parties) include both the
         indemnified party and the indemnifying party and the indemnified party
         shall have been advised by counsel that there may be one or more legal
         defenses available to the indemnified party which are different from or
         additional to those available to the indemnifying party and which may
         result in a conflict between the indemnifying party and such
         indemnified party (in which case, if the indemnified party notifies the
         indemnifying party in writing that the indemnified party elects to
         employ separate counsel at the expense of the indemnifying party, the
         indemnifying party shall not have the right to assume the defense of
         such action or proceeding on behalf of the indemnified party; it being


                                       18
<PAGE>

         understood, however, that the indemnifying party shall not, in
         connection with any one such action, suit or proceeding or separate but
         substantially similar or related actions, suits or proceedings in the
         same jurisdiction arising out of the same general allegations or
         circumstances, be liable for the fees and expenses of more than one
         separate firm of attorneys at any time for the indemnified party, which
         firm shall be designated in writing by the indemnified party).

                  (iv) Contribution. If the indemnification provided for in this
         Paragraph 10(f) from the indemnifying party is unavailable to an
         indemnified party hereunder in respect of any losses, claims, damages,
         liabilities or expenses referred to therein, then the indemnifying
         party, in lieu of indemnifying such indemnified party, shall contribute
         to the amount paid or payable by such indemnified party as a result of
         such losses, claims, damages, liabilities or expenses (A) in such
         proportion as is appropriate to reflect the relative benefits received
         by the indemnifying party on the one hand and the indemnified party on
         the other or (B) if the allocation provided by clause (A) above is not
         permitted by applicable law, in such proportion as is appropriate to
         reflect not only the relative benefits received by the indemnifying
         party on the one hand and the indemnified party on the other but also
         the relative fault of the indemnifying party and indemnified party, as
         well as any other relevant equitable considerations. The relative fault
         of such indemnifying party and the indemnified parties shall be
         determined by reference to, among other things, whether any action in
         question, including any untrue or alleged untrue statement of a
         material fact or omission or alleged omission to state a material fact,
         has been made by, or relates to information supplied by, such
         indemnifying party or indemnified parties, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such action. The amount paid or payable by a party as a result
         of the losses, claims, damages. liabilities and expenses referred to
         above shall be deemed to include, subject to the limitation set forth
         in Subparagraph 10(f)(v), any legal or other fees or expenses
         reasonably incurred by such party in connection with any investigation
         or proceeding.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Subparagraph 10(f)(iv) were
         determined by pro rata allocation or by any other method of allocation
         which does not take into account the equitable considerations referred
         to in clauses (A) and (B) of the immediately preceding paragraph. No
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Securities Act) shall be entitled to contribution
         from any person who was not guilty of such fraudulent
         misrepresentation.

                  (v) Limitation. Anything to the contrary contained in this
         Paragraph 10(f) or in Paragraph 10(g) notwithstanding, no holder of
         Registerable Securities shall be liable for indemnification and
         contribution payments aggregating an amount in excess of the maximum
         amount received by such holder in connection with any sale of
         Registerable Securities as contemplated herein.



                                       19
<PAGE>

         (g) Participation in Underwritten Registration. No Rightsholder may
participate in any underwritten registration hereunder unless such Rightsholder
(i) agrees to sell such holder's securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and to comply with Regulation M under the Exchange Act and
(ii) completes and executes all questionnaires, appropriate and limited powers
of attorney, escrow agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangement;
provided, that all such documents shall be consistent with the provisions of
Paragraph 10(e).

11.      REDEMPTION.

         (a) Right to Redeem. Commencing on July 1, 2006, the Company may redeem
the Warrants, in whole or in part, on not less than thirty (30) days' prior
written notice at a redemption price of $0.75 per Warrant, provided the average
of the closing sale price of the Common Stock as reported on the Nasdaq Stock
Market, if traded thereon, or if not traded thereon, the average closing sale
price if listed on a national securities exchange (or other reporting system
that provides last sale prices), has been at least) 200% of the Purchase Price
(as adjusted pursuant to Paragraph 3 above) for a period of 20 consecutive
trading days ending on the third day prior to the date on which the Company
gives notice of redemption. The redemption price shall be adjusted consistent
with the provisions of Paragraph 3 above. Any redemption in part shall be made
pro rata to all Warrantholders.

         (b) Notice of Redemption. If the Company desires to redeem any of the
Warrants, it shall mail a notice of redemption to each of the Warrantholders of
the Warrants to be redeemed, first class, postage prepaid, at their respective
addresses appearing in the Warrant register, not later than the 30th day before
the date fixed for redemption. The notice of redemption shall specify (i) the
redemption price, (ii) the date fixed for redemption (the "REDEMPTION DATE"),
(iii) the place where the Warrants shall be delivered and the redemption price
paid. Any such notice mailed in the manner provided herein shall be conclusively
presumed to have been duly given in accordance with this Agreement whether or
not the registered holder receives such notice. No failure to mail such notice
nor any defect therein or in the mailing thereof shall affect the validity of
the proceedings for such redemption except as to a registered Warrantholder (i)
to whom notice was not mailed or (ii) whose notice was defective. An affidavit
of the Warrant Agent or the Secretary or Assistant Secretary of the Company that
notice of redemption has been mailed shall, in the absence of fraud, be prima
facie evidence of the facts state therein. Holders of the Warrants will have
exercise rights until the close of business on the day immediately preceding the
date fixed for redemption.

         (c) Expiration of Rights under Warrants. Any right to exercise a
Warrant that has been called for redemption shall terminate at 3:00 p.m. (New
York, New York time) on the business day immediately preceding the Redemption
Date. On and after the Redemption Date, Warrantholders of the redeemed Warrants
shall have no further rights except to receive, upon surrender of the redeemed
Warrant, the redemption price specified in the redemption notice.



                                       20
<PAGE>

         (d) Right to Receive Redemption Price. From and after the Redemption
Date, the Company shall, at the place specified in the notice of redemption,
upon presentation and surrender to the Company by or on behalf of the registered
Warrantholder of one or more Warrants to be redeemed deliver or cause to be
delivered to or upon the written order of such Warrantholder a sum in cash equal
to the redemption price of each such Warrant. From and after the Redemption Date
and upon the deposit or setting aside by the Company of a sum sufficient to
redeem all the Warrants called for redemption, such Warrants shall expire and
become void and all rights hereunder and under the Warrants, except the right to
receive payment of the redemption price, shall cease.

12. EXPIRATION. Unless as hereinafter provided, the right to exercise these
Warrants shall expire at the Expiration Date.

13. MISCELLANEOUS. This Warrant Certificate and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This certificate is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
In case any one or more of the provisions of this Warrant Certificate shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant Certificate shall not in any way
be affected or impaired thereby and the parties will attempt in good faith to
agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Warrant Certificate.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]



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<PAGE>


                           AMERICAN VANTAGE COMPANIES
                               WARRANT CERTIFICATE

                                 SIGNATURE PAGE


         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its authorized officer as of the date first indicated above.


                                      AMERICAN VANTAGE COMPANIES

                                      By: /s/ Ronald J. Tassinari
                                          -----------------------
                                              Ronald J. Tassinari
                                              Chief Executive Officer




                                       22
<PAGE>


                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To: AMERICAN VANTAGE COMPANIES

The undersigned is the Holder of Warrant Certificate No. _______ (the "WARRANT
CERTIFICATE") issued by American Vantage Companies, a Nevada corporation (the
"COMPANY"). Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Warrant Certificate.

1. The Warrant is currently exercisable to purchase a total of ______________
Warrant Shares.

2. The undersigned Warrantholder hereby exercises its right to purchase
_________________ Warrant Shares pursuant to the Warrant Certificate.

3. The Warrantholder shall pay the sum of $____________ to the Company in
accordance with the terms of the Warrant Certificate.

4. Pursuant to this exercise, the Company shall deliver to the Warrantholder
_______________ Warrant Shares in accordance with the terms of the Warrant
Certificate.

5. Following this exercise, the Warrant shall be exercisable to purchase a total
of ______________ Warrant Shares.



Dated:                      ,       Name of Holder:
       ---------------------

                                    (Print)

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

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)




                                       23
<PAGE>




                      FOR VALUE RECEIVED,___________________________________
                                        (Please type or print in block letters)
hereby sells, assigns and transfers unto:

            Name:
                      ---------------------------------------------------------
                       (Please type or print in block letters)
        Taxpayer
  Identification
          Number:
                      ---------------------------------------------------------

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





this Warrant Certificate and the Warrants represented by Warrant Certificate No.
_____ to the extent of ________________ Warrants and does hereby irrevocably
constitute and appoint ___________________________ Attorney-in-Fact, to transfer
the same on the books of the Company with full power of substitution in the
premises.

            Dated:
                           --------------------------------------------



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

                           (Signature must conform in all respects to the name
                           of the Warrantholder as set forth on the face of this
                           Warrant Certificate.)






                                       24