EXHIBIT 10(qq)  REIMBURSEMENT AGREEMENT  dated as of November 30, 2001  among  THE ALPINE GROUP, INC., a Delaware corporation (the Guarantor)  and  SUPERIOR TELECOMMUNICATIONS INC., a Delaware corporation (the Borrower)  and  SUPERIOR TELECOM INC., a Delaware corporation (the Parent)  
   REIMBURSEMENT AGREEMENT  THIS
REIMBURSEMENT AGREEMENT, dated as of 
November 30, 2001, is made by and among SUPERIOR TELECOMMUNICATIONS
INC., a Delaware  corporation (the Borrower),
SUPERIOR TELECOM INC., a Delaware corporation (the Parent), and THE
ALPINE GROUP, INC., a Delaware corporation (the Guarantor).  R E C I T A L S:  W  I  T  N
E  S  S  E  T  H:  WHEREAS,
pursuant to that certain Senior Subordinated Credit Agreement dated as of May
26, 1999 (together with all schedules, exhibits and Credit Documents (as
defined therein) together with any amendments, modifications, restructurings
and refinancings thereto, as such may be in effect from time to time, the Credit
Agreement) made by and among, inter  alia, the Borrower
(formerly known as Superior/Essex Corp.), Superior Telecom Inc., a Delaware
corporation (the Parent), the lending institutions from time to time
party thereto (each a Lender and collectively, the Lenders),
Fleet Corporate Finance, Inc., as Syndication Agent (in such capacity, the Syndication
Agent), and Deutsche Bank (successor-in-interest to Bankers Trust
Company), as Administrative Agent (in such capacity, the Administrative
Agent and, together with the Syndication Agent, the Agents), the Borrower
has incurred certain indebtedness (all obligations of the Borrower under or
pursuant to the Credit Agreement and the documents and instruments executed in
connection therewith being referred to herein as Senior Subordinated
Indebtedness); and  WHEREAS,
pursuant to that certain Interest Guaranty dated as of  November 30, 2001 (the Interest Guaranty),
made by the Guarantor in favor of the Agents and the Lenders, the Guarantor has
agreed to guaranty certain of the Borrowers obligations to the Lenders and the
Agents under or in respect of the Credit Agreement, as expressly provided in
the Interest Guaranty; and  WHEREAS,
pursuant to that certain Amended and Restated Credit Agreement dated as of
November 27, 1998 (together with all schedules, exhibits and Credit Documents
(as defined therein) together with any amendments, modifications,
restructurings and refinancings thereto, as such may be in effect from time to
time, the Senior Secured Credit Agreement) made by and among, inter
alia, the Borrower, the lenders party thereto in their capacities as
lenders thereunder, Bankers Trust Company, as administrative agent (in such
capacity, the Senior Administrative Agent), Merrill Lynch & Co.,
as documentation agent, and Fleet National Bank, as syndication agent, the
Borrower has incurred certain indebtedness (all obligations of the Borrower
under or pursuant to the Senior Secured Credit Agreement and the documents and
instruments executed in connection therewith being referred to herein as Senior
Indebtedness); and  
   WHEREAS, it is
the intent of the Borrower and the Guarantor that all obligations of the
Borrower under this Reimbursement Agreement shall be subordinated to the Senior
Subordinated Indebtedness and the Senior Indebtedness; and  WHEREAS, it is
the intent of the Borrower and the Guarantor that all obligations of the
Borrower under this Reimbursement Agreement shall be senior to all other
unsecured Indebtedness (as such term is hereinafter defined) of the Borrower
(other than the Senior Subordinated Indebtedness); and  WHEREAS, as an
inducement and a condition to the issuance of the Interest Guaranty, the
Guarantor has required that the Borrower and Parent enter into this
Reimbursement Agreement to evidence and set forth the obligations of the
Borrower and Parent to the Guarantor in connection with the Interest Guaranty.  A G R E E M E N T S:  NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants
contained herein, and in order to induce the Guarantor to issue the Interest
Guaranty, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:  ARTICLE I INFORMATIONAL PROVISIONS AND DEFINITIONS  I.1            Informational Provisions.  (a)           Address for notices to the Borrower
and the Borrowers chief executive office and principal place of business:  Superior
Telecommunications Inc. 150 Interstate
North Parkway Suite 300 Atlanta,
Georgia 30339 Attention:
David S. Aldridge Facsimile No.: (770) 303-8892  With a copy
to:  Proskauer Rose
LLP 1585 Broadway New York, New
York 10036-8299 Attention:  Jack P. Jackson, Esq. Facsimile No.:  (212) 969-2900  2 
   (b)           Address for notices to Parent and
Parents chief executive office and principal place of business:  Superior
Telecom Inc. One
Meadowlands Plaza East
Rutherford, New Jersey 07073 Attention:
David S. Aldridge Facsimile No.:
(201) 549-4428  With a copy
to:  Proskauer Rose
LLP 1585 Broadway New York, New
York 10036-8299 Attention:
Jack P. Jackson, Esq. Facsimile No.:
(212) 969-2900  (c)           Address for notices to the Guarantor:  The Alpine Group, Inc. One Meadowlands Plaza East Rutherford, New Jersey 07073 Attention: Steven Elbaum Facsimile No.:
(201) 549-4428  With a copy
to:  Proskauer Rose
LLP 1585 Broadway New York, New
York  10036-8299 Attention:  Ronald Papa, Esq. Facsimile No.:  (212) 969-2900  I.2            Defined Terms. Capitalized terms used
herein but not defined herein shall have the meaning ascribed thereto in the
Interest Guaranty.  As used in this
Agreement, the following terms shall have the indicated meanings:  Acceleration
- See Section 9.1(a).  Administrative
Agent - See Recitals.  Agents
- See Recitals.  3 
   Agreed
Rate means (i) the lesser of (x) the same rate of interest as is then
applicable to cash interest payments being made in respect of the Senior
Subordinated Indebtedness (the Senior Subordinated Indebtedness Effective
Rate) and (y) the rate of 13.0% per annum, paid in cash, provided, however,
if the Senior Subordinated Indebtedness Effective Rate is less than 13% per
annum, the Borrower shall pay such difference to the Guarantor by issuance of
Notes, or (ii) the rate of 15.0% per annum paid by issuance of Notes, as the
Borrower may elect by notice to the Guarantor.  Agreement
or Reimbursement Agreement means this Reimbursement Agreement, as
originally executed, including the cover page hereof and all of the exhibits,
appendices and schedules attached hereto, all of which are incorporated herein
by this reference and made a part hereof, or as it may from time to time be
supplemented, modified or amended.  Bankruptcy
Defaults - See Section 9.1(a).  Borrower
- See Recitals.  Borrower
Documents means this Agreement, the Notes, the Warrants  and any other documents or instruments
heretofore or hereafter executed that secure, evidence or guarantee the
obligations of the Borrower and/or the Parent to the Guarantor hereunder.  Business
Day means any day other than a Saturday, Sunday, legal holiday or day on
which banking institutions in New York, New York and Atlanta, Georgia are
authorized or obligated by law or executive order to close.  Cash
Equivalents shall have the meaning ascribed thereto in the Credit
Agreement.  Common
Stock means common stock, par value $.01 per share, of the Parent.  Contractual
Obligation of a person means any debt or equity security issued by that
person, and any material indenture, mortgage, deed of trust, contract,
undertaking, instrument or agreement (written or oral) to which such person is
a party or by which it is bound, or to which it or any of its assets is
subject.  Credit
Agreement - See Recitals.  Date of
Issuance means the date as of which the Interest Guaranty is issued and
delivered to the Administrative Agent.  Default
means any condition or event which, with the lapse of time or the giving of
notice, or both, would constitute an Event of Default.  Default
Notice See Section 10.2.  4 
   Default
Rate means an interest rate equal to the Agreed Rate plus 2.0%  Event of
Default means any of the events specified in Article VIII.  Exchange
Act means the Securities Exchange act of 1934, as amended.  Guarantor
- See Recitals.  Indebtedness
of a person means (a) all indebtedness for borrowed money, (b) notes
payable and drafts accepted representing extensions of credit, whether or not
representing obligations for borrowed money, (c) any obligation for the
purchase of property or services that is (i) deferred for more than six months,
or (ii) evidenced by a note or similar instrument, and (d) all
recourse and all non-recourse indebtedness secured by any Lien on any property
or asset of such person (whether or not assumed by such person).  Interest
See Section 15.15.  Interest
Guaranty - See Recitals.  Legal
Requirements applicable to any property or person means (a) all
decisions, statutes, ordinances, rulings, directions, rules, regulations,
orders, writs, decrees, injunctions, permits, certificates, or other
requirements of any court or other governmental or public entity in any way
applicable to or affecting such property or such person or its business,
operations, or assets, (b) all such persons bylaws and articles of
incorporation or partnership, limited partnership, joint venture, trust or
other form of business association agreement and (c) all other Contractual
Obligations of any nature applicable to or affecting such property or such
person.  Lender(s)
- See Recitals.  Lien
means any lien, mortgage, pledge, security interest, charge or encumbrance of
any kind (including any conditional sale or other title retention agreement,
any lease in the nature thereof, and any agreement to give any lien or security
interest).  Loan
Documents means the Credit Agreement and the documents and instruments
executed in connection therewith.  Notes
means the promissory note(s) issued by the Borrower in favor of the Guarantor
pursuant to the terms hereof, bearing interest at the Agreed Rate or, if
applicable, at the Default Rate, having a maturity date seven years after the
date of issuance thereof, and otherwise in substantially the form of Exhibit
A.  Parent
- See Recitals.  Proxy Statement
- See Section 6.5.  5 
   Redemption
Price(s) - See Section 2.6.  Registrable
Securities - See Section 11.1.  Reimbursement
Obligations means all obligations of the Borrower to the Guarantor pursuant
to this Agreement and the other Borrower Documents, whether for principal,
premium, interest, penalties, fees, indemnifications, reimbursements, damages
and/or other liabilities payable hereunder or thereunder.  Requisite
Approval - See Section 2.2.  SEC  means the Securities Exchange Commission.  Securities
Act  means the Securities Act of
1933, as amended.  Senior
Administrative Agent - See Recitals.  Senior
Debt means, collectively, the Senior Indebtedness and the Senior
Subordinated Indebtedness.  Senior
Debt Acceleration - See Sectiion 9.1(c).  Senior
Indebtedness - See Recitals.  Senior
Lenders - See Section 10.2(b).  Senior
Loan Documents means the Senior Secured Credit Agreement and the documents
and instruments executed in connection therewith.  Senior
Secured Credit Agreement - See Recitals.  Senior
Subordinated Indebtedness - See Recitals.  Senior
Subordinated Indebtedness Effective Rate - See definition of Agreed
Rate.  Senior
Subordinated Obligations means all obligations of the Borrower pursuant to
the Loan Documents, whether for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and/or other liabilities payable
hereunder or thereunder.  Series 1
Warrant(s) means the warrants to purchase Common Stock issued to the
Guarantor by the Parent pursuant to the terms hereof, having a three-year term
and an exercise price per share equal to (i) the arithmetic mean of the high
and low trading prices of the Common Stock as listed on The New York Stock
Exchange on the Date of Issuance, multiplied by (ii) 125%, and otherwise in
substantially the form of Exhibit B.  6 
   Series 2
Warrants(s) means the warrants to purchase Common Stock issued to the
Guarantor by the Parent pursuant to the terms hereof, having a three-year term
and an exercise price per share equal to (i) the arithmetic mean of the high
and low trading prices of the Common Stock as listed on The New York Stock
Exchange on the Date of Issuance, multiplied by (ii) 150%, and otherwise in
substantially the form of Exhibit C.  Syndication
Agent - See Recitals.  Taxes
- See Section 2.5.  Warrants
means the Series 1 Warrants and the Series 2 Warrants, or either, as the
context may require.  I.3            Accounting Terms.  As used herein, all accounting terms not otherwise defined shall
have the meanings as understood in accordance with U.S. generally accepted
accounting principles.  I.4            Other Definitional Provisions.  References to Sections, Subsections,
Paragraphs, Subparagraphs, Recitals and Exhibits shall be to Sections,
Subsections, Paragraphs, Subparagraphs, Recitals, and Exhibits of this
Agreement unless otherwise specifically provided.  Any of the terms defined in this Section 1 may be used in
singular or plural form.  As used
herein, the singular includes the plural, and the masculine gender includes the
feminine and neuter genders, and vice versa, unless the context otherwise
requires, and the word person shall include individuals, governmental
agencies, departments and entities, trusts, corporations, partnerships, limited
liability companies, organizations, associations, and other entities.  Except as otherwise provided herein,
references to any document or instrument defined in this Section 1 are to such
document or instrument as amended or supplemented from time to time with the
Guarantors consent or as otherwise permitted by this Agreement.  ARTICLE II REIMBURSEMENT
AND OTHER PAYMENTS  II.1          Reimbursement for Obligations Paid
by Guarantor under Interest Guaranty. 
The Borrower hereby agrees to issue to the Guarantor Note(s) in the
principal amount of the Obligations (as defined in the Interest Guaranty)
actually paid by the Guarantor to the Administrative Agent in accordance with
the terms of the Interest Guaranty; provided, however, that the
Borrower shall not be obligated to issue Note(s) in respect of such
Obligations, and the Reimbursement Obligations shall not include amounts, in
excess of $3,756,537.30.  In the event(s)
that the Guarantor satisfies such Obligations, the Borrower shall issue such
Note(s) to the Guarantor not later than the same Business Day on which
Guarantor satisfies any such Obligation; provided, that Borrower has
received notice from the Guarantor of such satisfaction or is otherwise
actually aware that such satisfaction has occurred.  In such notice the Guarantor shall certify to the Borrower the
amounts so  7 
   paid by the
Guarantor, with specific reference to the terms of the Interest Guaranty
pursuant to which such amounts were paid. 
The outstanding principal amount of each Note shall bear interest at the
Agreed Rate, provided, that the outstanding principal amount of each
Note and any and all other amounts due pursuant to this Agreement shall bear
interest at the Default Rate, from the date such amounts become due until paid;
provided, however, that the Borrower shall make interest payments
on Note(s) by issuance of additional Note(s) in the principal amount of such
interest at the time such interest is due and payable or, at the Borrowers
option, the Borrower may make such interest payments in cash to the extent that
the Borrower is then making interest payments in cash on the Senior Subordinated
Indebtedness in accordance with the terms of the Credit Agreement.  II.2          Fees.       (a)           Upon
issuance of the Interest Guaranty by the Guarantor to the Administrative Agent,
the Guarantor shall have earned, as a fee payable to the Guarantor in
consideration of such issuance, and the Borrower shall be obligated to issue to
the Guarantor, the following:  (i)            a Note in the principal amount equal
to $93,913.43(to be issued on the
Date of Issuance);  (ii)           a Series 1 Warrant to purchase
200,000 shares of Common Stock (to be issued on the Date of Issuance); and  (iii)          a Series 1 Warrant to purchase 50,000
shares of Common Stock (to be issued upon Parent obtaining the approval of at
least a majority of the stockholders of Parent for issuance of Warrants in
accordance with the terms of this Agreement (the Requisite Approval).  (b)           At such time or times as the
Guarantor pays Obligations (as defined in the Interest Guaranty) pursuant to
the Interest Guaranty, the Guarantor shall have concurrently earned, as a fee
payable to the Guarantor in consideration of making such payment, and the
Borrower shall be obligated to issue to the Guarantor Warrant(s) to purchase
the following number of shares of Common Stock:  X * 2,097,836 Y where:                    X = the
amount of such payment and Y =
$3,756,537.30;  provided,
that the Warrant(s) to purchase the first 923,918 of such shares shall be
Series 1 Warrant(s), and the remaining Warrant(s) (if applicable) shall be
Series 2 Warrant(s); provided, further, that Parent shall only
issue any such Warrant(s) only upon first obtaining the Requisite Approval.  II.3          Expenses and Legal Fees.  Borrower agrees to reimburse the Guarantor
for all reasonable fees and expenses incurred by the Guarantor with respect to
the preparation and review of 8 
   this Reimbursement Agreement,
the Interest Guaranty and the agreements, documents and instruments related
thereto, within thirty days after receipt by Borrower of a statement therefor
from the Guarantor, including appropriate supporting documentation.  II.4          Computation of Interest.  All interest payable hereunder with
reference to the Agreed Rate and the Default Rate shall be computed on the
basis of a 360-day year and the actual number of days elapsed in the period during
which such interest accrues; provided, that each full calendar month
shall be deemed to have 30 days.  In
computing the number of days during which interest accrues on any amount
outstanding hereunder, the first date from which interest is stated to accrue
hereunder shall be included and the date of payment of such amount to the
Guarantor shall be excluded.  II.5          No Offset or Deduction; Taxes.  Any and all payments made to the Guarantor
hereunder or under any Note shall be made free and clear of and without
deduction for any present or future taxes, levies, imposts, deductions,
charges, or withholdings, and all liabilities with respect thereto, excluding
taxes imposed on net income or gross receipts and all income and franchise
taxes of the United States and any political subdivisions thereof or Delaware
(all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being referred to in this Section 2.5 as Taxes).  If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum
payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.5), the Guarantor shall receive an amount equal to the sum
the Guarantor would have received had no such deductions been made, (b) the
Borrower shall make such deductions and (c) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.  The
Borrower will indemnify the Guarantor for the full amount of Taxes (including,
without limitation, any Taxes imposed by any jurisdiction on any amount payable
under this Section 2.5) paid by the Guarantor and any liability (including
penalties, interest and expense) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted.  This indemnification shall be made within
thirty (30) days from the date the Guarantor makes written demand
therefor.  Within thirty (30) days after
the date of any payment of Taxes, the Borrower will furnish to the Guarantor
the original or a certified copy of a receipt evidencing payment thereof.  II.6          Optional Redemption.  Subject to Article X hereof, the Borrower
may, and shall be entitled to, redeem any Note, in whole or in part, at the
following prices (the Redemption Price(s)), and on or after the
following dates:  9 
   Redemption
  Date
  
  Redemption
  PricePrior to the
  second anniversary of the issue date of such Note
  
  100% of the
  outstanding principal amount and accrued but unpaid interest, plus 50% of the
  accrued but unpaid interestAfter the
  second anniversary of the issue date of such Note but prior to the third
  anniversary date
  
  100% of the
  outstanding principal amount and accrued but unpaid interest, plus 37.5% of
  the accrued but unpaid interestAfter the
  third anniversary of the issue date of such Note but prior to the fourth
  anniversary date
  
  100% of the
  outstanding principal amount and accrued but unpaid interest, plus 25% of the
  accrued but unpaid interestAfter the
  fourth anniversary of the issue date of such Note but prior to the fifth
  anniversary date
  
  100% of the
  outstanding principal amount and accrued but unpaid interest, plus 12.5% of
  the accrued but unpaid interestAfter the
  fifth anniversary of the issue date of such Note
  
  100% of the
  outstanding principal amount and accrued but unpaid interest  provided,
that:  (a)           the Borrower may only redeem Note(s)
in the minimum amount of $1.0 million or, if less, the then outstanding amount
thereof;  (b)           the Borrower shall be required to
give Guarantor thirty days prior written notice of any such redemption;  (c)           the Borrower may only redeem Note(s)
by payment of the applicable Redemption Price to the Guarantor in cash; and  (d)           the Borrower may only redeem Note(s)
to the extent  that all Indebtedness
under the Credit Agreement and the Senior Secured Credit Agreement has
previously been repaid.  II.7          Maturity.  Each Note shall become due and payable
(unless otherwise accelerated in accordance with the terms hereof), including
accrued and unpaid interest thereon, on the earlier of the seventh anniversary
of the issuance thereof or January 31, 2010; provided, however,
in no event shall any Note be payable until at least 366 days after the payment
in full of the Senior Subordinated Indebtedness (as the same may be amended or
extended from time to time).  II.8          Special Refinance Option.  Notwithstanding any other provision of this
Agreement (other than Article X hereof), any Notes or any Warrants, the
Borrower may, during the period ending on the earlier of (i) sixty days after
the Date of Issuance or (ii) the date on which Guarantor first pays Obligations
(as defined in the Interest Guaranty) pursuant to the Interest Guaranty,
refinance the Reimbursement Obligations with a third party other than the
Guarantor on and subject to the following terms:  10 
   (a)           if the Borrower elects to pursue such
a refinancing, the Borrower shall notify the Guarantor of such election in
writing, specifying the proposed refinancing terms;  (b)           the Guarantor shall have a right of
first refusal to match the terms of such proposed refinancing, which the
Guarantor may exercise by written notice delivered to the Borrower within three
Business Days after delivery of a notice from the Borrower pursuant to Section
2.8(a);  (c)           if the Guarantor exercises its right
of first refusal in accordance with the terms of Section 2.8(b), then the
Borrower, Parent and Guarantor shall, and each of them agrees to, as soon as is
reasonably practicable, amend this Agreement to the extent necessary to reflect
the terms of such proposed refinancing;  (d)           if the Guarantor does not elect to
exercise its right of first refusal in accordance with Section 2.8(b), then,
subject to the Borrowers entry into a binding agreement for such refinancing
(to which the Administrative Agent and the Senior Administrative Agent consent
in writing):  (i)            this Agreement shall be terminated;
and  (ii)           Subject to the provisions of Article
X hereof, the Borrower shall pay the Guarantor in cash the principal amount of
the Note issued to the Guarantor pursuant to Section 2.2(a)(i) and, upon
receipt of such payment, the Guarantor shall return such Note to the Borrower
for cancellation.  2.9           Limitation on Payments.  Notwithstanding any other provisions of this
Agreement or any Note, each of the Borrower, Parent and the Guarantor
acknowledge and agree that no payments of any kind shall be made hereunder or
under any Note to the extent prohibited by Section 3.11 of that certain
Indenture dated as of March 31, 1999 made by and between Parent and American Stock
Transfer & Trust Company, as Indenture Trustee, in respect of 8 1⁄2 %
Convertible Subordinated Debentures Due 2014 of the Parent.  ARTICLE III CONDITIONS PRECEDENT TO THE ISSUANCE OF THE GUARANTY  The
Guarantors obligation to issue the Interest Guaranty and all other obligations
of the Guarantor hereunder are conditioned upon the satisfaction by the
Borrower of all of the following conditions:  III.1         Execution and Delivery of Closing
Documents.  On or before the
Date of Issuance, the Guarantor shall have received the following documents,
each of which shall be in form  11 
   and substance
satisfactory to the Guarantor and duly executed (and acknowledged where
necessary) and delivered by the appropriate parties thereto:  (a)           this Reimbursement Agreement;  (b)           the Note and Warrants to be issued to
the Guarantor pursuant to Section 2.2;  (c)           a certificate signed
by an officer of the Borrower and dated the Date of Issuance, confirming the
satisfaction of the conditions set forth in Subsection 3.2;  (d)           such other documents
and instruments as the Guarantor may reasonably require.  III.2         Representations Correct; No Default.  On the Date of Issuance:  (a)           the representations
and warranties contained herein shall be true and correct on and as of the Date
of Issuance to the same extent as though made on and as of such date;  (b)           no Default or Event
of Default shall have occurred and be continuing and neither will result from
the issuance of the Interest Guaranty; and  (c)           each of Amendment No. 6 (as such term
is defined in the Senior Secured Credit Agreement) and Amendment No. Six (as
such term is defined in the Credit Agreement) shall have become effective in
accordance with their respective terms.  III.3         Other Requirements.  On the Date of Issuance:  (a)           the Guarantor shall
have received all amounts required by this Agreement to be paid to the
Guarantor on or before the Date of Issuance, including, without limitation,
fees and reimbursement of costs; and  (b)           no legislation,
rule, order or decree shall, in the reasonable opinion of counsel for the
Guarantor, purport to prohibit or restrain the issuance of the Interest
Guaranty as provided in this Agreement.  12 
   ARTICLE IV OBLIGATIONS UNCONDITIONAL  IV.1         ObligationsUnconditional.  The obligations of
the Borrower and Parent under this Agreement shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with this
Agreement (subject to any modifications, waivers or consents by the Guarantor
in accordance with the terms hereof) under any and all circumstances, and shall
not be affected by (a) any lack of validity or enforceability of any of the
Loan Documents; (b) any amendment of, or any waiver or consent with respect to,
all or any of the Loan Documents; (c) the existence of any claim, set-off,
defense or other rights which the Borrower or any guarantor of any obligations
of the Borrower may have at any time against the Lenders, any beneficiary or
any transferee of the Interest Guaranty (or any persons or entities for whom
the Lenders, any such beneficiary or any such transferee may be acting), the
Guarantor or any other person or entity, whether in connection with this
Agreement, the Interest Guaranty or the Loan Documents; (d) any breach of
contract or other dispute between the Borrower or any guarantor of any
obligations of Borrower and the Lenders, any beneficiary or any transferee of
the Interest Guaranty, the Guarantor or any other person or entity; (e) any
statement, demand for payment or document presented under or in connection with
the Interest Guaranty proving to be forged, fraudulent, untrue, inaccurate,
invalid or insufficient in any respect; (f) any payment by the Guarantor under
the Interest Guaranty against presentation of a demand for payment which does
not comply with the terms of the Interest Guaranty, provided that such payment
shall not have been made as a result of the gross negligence or willful
misconduct of the Guarantor; (g) any delay, extension of time, renewal,
compromise or other indulgence or modification agreed to by the Guarantor, with
or without notice to or approval by the Borrower in respect of any of the
Borrowers Indebtedness to the Guarantor under this Agreement; or (h) any
exchange, release or nonperfection of any lien or security interest in any
collateral pledged or otherwise provided to secure any of the obligations
contemplated herein, the other Borrower Documents or in any of the Loan
Documents. Notwithstanding the foregoing, the obligations of the Borrower to
issue the Warrants shall be subject to the last sentence of Section 2.2.  ARTICLE V REPRESENTATIONS
AND WARRANTIES OF THE BORROWER AND PARENT  Each of the Borrower and Parent, as to
itself, hereby represents and warrants to the Guarantor as follows:  V.1          Organization.  Each of the Borrower and Parent is a
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware.  V.2          Power and Authority.  Each of the Borrower and Parent has all
requisite corporate power and authority to execute and deliver this Agreement
and the other Borrower Documents and to perform its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby,
including, without limitation, to issue the Notes and the Warrants.  The execution and delivery by the
Borrower  and Parent of this Agreement
and the other Borrower Documents, and the performance by the Borrower and
Parent of their respective obligations hereunder and thereunder, including,
without limitation, the issuance of the Notes and the  13 
   Warrants, have been duly and
validly authorized by all necessary corporate action of the Borrower and Parent.  This Agreement has been duly and validly
executed and delivered by the Borrower and Parent and constitutes (and upon the
execution and delivery by the Borrower and Parent of the other Borrower
Documents, the other Borrower Documents will constitute) legal, valid and
binding obligations of the Borrower and Parent enforceable against the Borrower
and Parent in accordance with their respective terms.  V.3          No
Conflicts.  The execution and
delivery by the Borrower and Parent of this Agreement does not, and the
execution and delivery by the Borrower and Parent of the other Borrower
Documents, the performance by the Borrower and Parent of their respective
obligations under this Agreement and the other Borrower Documents and the
consummation of the transactions contemplated hereby and thereby do not and
could not reasonably be expected to:  (a)           conflict with or result in a
violation or breach of any of the terms, conditions or provisions of the
Certificate of Incorporation or By-laws of the Borrower or Parent;  (b)           conflict with or result in a
violation or breach of any term or provision of any law or order applicable to
the Borrower or Parent or any of their respective assets or properties;  (c)           (i) 
conflict with or result in a violation or breach of, (ii) constitute
(with or without notice or lapse of time or both) a default under, (iii) except
for the Requisite Approval, require the Borrower or Parent to obtain, from any
person other than the Guarantor, the Agents, 
the Lenders or the holders of the Senior Indebtedness, any consent,
approval or action of, make any filing with or give any notice to any person as
a result or under the terms of, (iv) result in or give to any person any right
of termination, cancellation, acceleration or modification in or with respect
to, or (v) result in or give to any person any additional rights or entitlement
to increased, additional, accelerated or guaranteed payments under, any
Contractual Obligation to which the Borrower or Parent is a party or by which
any of their respective assets or properties are bound; or  (d)           result in the creation or imposition
of any Lien upon the Borrower or Parent or any of their respective assets and
properties.  ARTICLE VI AFFIRMATIVE COVENANTS  Until the later of the full and complete
release of the Interest Guaranty and the full and complete satisfaction of all
obligations to Guarantor hereunder, unless the Guarantor otherwise expressly
consents in writing:  VI.1         Inspection. 
The Borrower shall permit the Guarantor and its nominees, assignees, and
representatives to visit and inspect any of the assets or properties of the
Borrower, to examine all its books of account, records, reports and other
papers, to make copies and extracts  14 
   therefrom, and to discuss its affairs,
finances and accounts with its officers, directors, key employees and
independent public accountants or any of them (and by this provision, the
Borrower authorizes said accountants to discuss with the Guarantor or its
nominees, assignees and representatives the finances and affairs of the
Borrower), all at such reasonable times and as often as may be reasonably
requested.  VI.2         Corporate Existence; Compliance.  The Borrower shall cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence of the Borrower and all necessary approvals and licenses of any
governmental or regulatory authority. 
The Borrower shall comply with all laws applicable to the Borrower and
comply with all agreements to which the Borrower is a party, the violation of
which could reasonably be expected to have a material adverse effect on the
business or financial condition of the Borrower.  VI.3         Maintenance of Properties.  The Borrower shall maintain and preserve all
of the material tangible assets or properties of the Borrower necessary or
useful in the proper conduct of its business in good working order and
condition, ordinary wear and tear excepted. 
The Borrower will maintain and promptly renew from time to time as
necessary all material licenses, approvals, registrations and authorizations as
may be required under applicable law with respect to the intangible assets or
properties of the Borrower necessary or useful in the proper conduct of its
business.  VI.4         Notice of Certain Events.  The Borrower shall promptly notify the
Guarantor in writing of any (x) Default or Event of Default (y) any Default
or Event of Default as such terms are defined under the Credit Agreement or
(z) any Default or Event of Default as such term is defined under the
Senior Secured Credit Agreement, specifying the nature and extent thereof and
the action (if any) which is proposed to be taken with respect thereto.  VI.5         Obtaining Requisite Approval.  Promptly after the Date of Issuance, the
Parent shall prepare and file with the SEC under the Exchange Act, and shall
use its best efforts to have cleared by the SEC, and promptly thereafter shall
mail to its stockholders, a proxy or information statement and, if applicable,
form of proxy with respect to the next regularly scheduled annual meeting of
the Parents stockholders, which proxy statement shall (in addition to such
other content as the Parent determines to include) (i) recommend to the
Parents stockholders the approval of the issuance of the Warrants to be issued
pursuant to the terms of this Agreement (provided, that such
recommendation of the Parent and its Board of Directors shall be subject to
fiduciary obligations of the Board of Directors to the Parents stockholders
under applicable law and as advised by counsel) and (ii) solicit such approval
from the Parents stockholders.  The
term Proxy Statement means such proxy or information statement at the
time it initially is mailed to the Parents stockholders and all amendments or
supplements thereto, if any, similarly filed and mailed.  The Parent shall use its best efforts to
respond promptly to any comments made by the SEC with respect to the Proxy
Statement and cause the Proxy Statement and related form of proxy to be mailed
to its stockholders at the earliest practicable time.  The Parent shall take all action necessary, in accordance with
applicable law and the Parents Certificate of Incorporation and By-laws, to
duly call, give notice of,  15 
   convene and hold its next regularly scheduled
annual meeting, and to cause the Requisite Approval to be voted upon by the
Parents stockholders at such meeting.  ARTICLE VII NEGATIVE COVENANTS  Until the later of the full and complete
release of the Interest Guaranty and the full and complete satisfaction of all
obligations to the Guarantor hereunder, unless the Guarantor otherwise
expressly consents in writing:  VII.1        Indebtedness. 
The Borrower shall not, directly or indirectly create, incur, assume,
extend the maturity of, or otherwise become directly or indirectly liable with
respect to, any Indebtedness other than (i) Indebtedness under this Agreement
(ii) Indebtedness the incurrence of which is not prohibited by the Credit Agreement
or the Senior Secured Credit Agreement or (iii) unsecured Indebtedness that is
subordinated in right of payment to Indebtedness under this Agreement.  VII.2        Liens.  The
Borrower shall not, directly or indirectly, create, incur, assume, or permit to
exist any Lien upon or with respect to any of its assets or properties, whether
now owned or hereafter acquired, or any income or profits therefrom, or assign
or otherwise convey any right to receive income to secure any Indebtedness,
except as the incurrence of which is not prohibited  by the Credit Agreement or the Senior Secured Credit Agreement.  VII.3        Merger, Consolidation, Sale of Assets.  The Borrower will not voluntarily liquidate
or dissolve, or consolidate or merge with or into any other person, or permit
any other person to consolidate with or merge into it or participate in a share
exchange with or sell, lease, transfer, contribute or otherwise dispose of any
of its assets or properties to any other person (other than sales of inventory
and worn out and obsolete assets in the ordinary course of business) or to
extend, modify, terminate or enter into any license manufacturing or
distribution agreement, except as permitted by the Credit Agreement or the
Senior Secured Credit Agreement.  VII.4        Securities, Dividends, Etc.  The Borrower shall not:  (i) declare or pay any cash or asset
dividend on any of its shares or make any other distribution or disposition of
any assets or properties to stockholders in respect of its shares (or
otherwise), or make, or commit to make, any payment on account of the purchase,
redemption, conversion, exchange or other retirement of any of its shares or
warrants or options therefor (ii) sell, transfer, issue any of its share
capital, (iii) authorize any stock split or recapitalization, or
(iv) issue any share capital, options, warrants or other securities
convertible or exchangeable for any share capital or other securities of the
Borrower.  16 
   ARTICLE VIII EVENTS OF
DEFAULT  Unless cured within thirty (30) days after
written notice to the Borrower of a particular default or, in any case where
such default is susceptible to cure by Borrower but cannot with due diligence
be cured within such thirty (30) day period, such longer period (not to exceed
one hundred twenty (120) days) as is required diligently to effect the cure of
such default, but only so long as Borrower promptly notifies Guarantor of its
intention to cure and commences cure of such default within such thirty (30) day
period and at all times thereafter prosecutes such cure with all due diligence
to completion (except for the occurrences of any of the events described in
subsections 8.1, 8.3, 8.6, 8.7, 8.8 and 8.9, as to which no such notice shall
be required hereunder), the occurrence of any of the following events shall be
an Event of Default hereunder:  VIII.1      Issuances. 
The Borrower or Parent, as applicable, shall fail to issue to the
Guarantor any Notes or Warrants by the date when such Notes or Warrants are due
to be issued pursuant to the terms of this Agreement.  VIII.2      Misrepresentation.  Any representation or warranty of the Borrower or Parent, (a)
contained in this Agreement or any of the other Borrower Documents, or
(b) contained in any certificate delivered in connection with the Borrower
Documents shall prove to have been false or misleading in any material respect
when made.  VIII.3      Other Documents.  There shall occur with respect to the Borrower an event of
default under any of the Loan Documents, any of the Senior Loan Documents, or
any other Borrower Documents, subject to any notice and cure periods set forth
therein.  VIII.4      Invalidity. 
Any payment obligation of the Borrower under this Agreement or under any
of the Notes, or any obligation to issue Common Stock under any of the
Warrants, shall at any time for any reason cease to be valid and binding on the
Borrower or Parent, as applicable, or the validity or enforceability thereof
shall be contested or denied by the Borrower or Parent, as the case may be, or
any governmental agency or authority; provided, however, that so
long as the Borrower or Parent, as the case may be, is not in default with
respect to any such payment or issuance obligation and continues to pay or
issue all thereof, then the occurrence of any event specified in this Section
8.4 shall not constitute an Event of Default.  VIII.5      Other Indebtedness.  The Borrower shall (a) fail to make any
payment of any Indebtedness exceeding $5,000,000.00 when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) and
such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Indebtedness, or (b)
otherwise breach any agreement or instrument relating to any such Indebtedness,
where the effect of such breach is to accelerate, or to permit the acceleration
of, the maturity of any such Indebtedness, in each case, where such failure or
breach has a materially adverse impact upon the Borrower.  VIII.6      Involuntary Proceedings.  Without the application or consent of the
Borrower or Parent, (i) a receiver, trustee, custodian or similar officer
shall be appointed for the Borrower or  17 
   Parent, or for any substantial part of
Borrowers or Parents property, or (ii) any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, dissolution, liquidation or
similar proceedings under the laws of any jurisdiction shall be instituted (by
petition, application, or otherwise) against the Borrower or Parent; and such
appointment or proceedings shall remain undischarged or undismissed for a
period of sixty (60) days.  VIII.7      Voluntary Proceedings.  The Borrower or Parent shall (a) admit in
writing its inability to pay its debts when due, or (b) make a general
assignment for the benefit of creditors, or (c) apply for or consent to the
appointment of any receiver, trustee, custodian, or similar officer for the
Borrower or Parent, or for any substantial part of such persons property, or
(d) institute (by petition, application, or otherwise) or consent to any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation, or similar proceedings under the laws of any jurisdiction
against the Borrower or Parent, or (e) approve or adopt any resolution or
otherwise authorize action to approve any of the foregoing.  VIII.8      Dissolution. 
If the Borrower or Parent shall dissolve.  VIII.9      Breach of Covenants.  The Borrower or Parent shall fail to perform
or observe any term, covenant or condition contained in this Agreement.  ARTICLE IX REMEDIES  IX.1         Acceleration. 
Subject to Article X hereof, upon the occurrence of an Event of Default:  (a)           the
Guarantor shall have the option to declare all sums then owing to the Guarantor
hereunder immediately due and payable by the Borrower to the Guarantor, without
presentment, demand, protest, or notice of any kind (Acceleration); provided,
that upon the occurrence of any Event of Default described in Section 8.6 or
Section 8.7 (collectively, Bankrupty Defaults), the above-described
sums shall automatically become immediately due and payable without the
necessity of any such declaration by the Guarantor;  (b)           the
Guarantor shall have all the rights and remedies provided herein, in the other
Borrower Documents and under applicable law; and  (c)           for
the avoidance of doubt, and subject to Section 9.4, until the prior irrevocable
payment in full in cash or Cash Equivalents of all Senior Debt, the Guarantor
shall not exercise any rights or remedies in respect of any Event of Default
other than Acceleration upon the occurrence of Bankruptcy Defaults.  IX.2         Setoff; Waiver of Setoff.  Upon the occurrence of an Event of Default,
the Guarantor may, subject to the provisions of Article X, Subordination,
at any time and from time to  18 
   time, without notice to the Borrower or any
other person (any such notice being expressly waived), set off and appropriate
and apply, against and on account of any obligations and liabilities of the
Borrower to the Guarantor arising under or connected with this Agreement and
the other Borrower Documents in such manner and order of priority as Guarantor
may elect, irrespective of whether or not the Guarantor shall have made any
demand therefore, and although such obligations and liabilities may be
contingent or unmatured.  IX.3         Defaults Under Other Documents.  The Guarantor shall have the right to cure
any default under any of the Borrower Documents, the Loan Documents or the
Senior Loan Documents, but shall have no obligation to do so except as provided
in the Interest Guaranty for the benefit of the Lenders only.  9.4           Bankruptcy.  Until the Lenders (as defined in the Senior Secured
Credit Agreement) under the Senior Secured Credit Agreement have been paid in
full in cash, the Guarantor shall not assert any claim, motion, objection or
argument in connection with any bankruptcy, insolvency or other similar
proceeding of the Borrower (other than the filing of a proof of claim), unless
so directed by the Senior Administrative Agent.  9.5           Remedies Cumulative.  All remedies of the Guarantor provided for
in this Agreement are cumulative and shall be in addition to any and all other
rights and remedies available under the other Borrower Documents or any other
document or by law or equity.  No
exercise by the Guarantor of any right or remedy shall in any way constitute a
cure or waiver of any Event or Default hereunder, or invalidate any act done
pursuant to any notice of default, or prejudice the Guarantor in the exercise
of any other right or remedy available to the Guarantor.  No failure on the part of the Guarantor to
exercise, and no delay in exercising, any right or remedy shall operate as a
waiver or otherwise preclude enforcement of any of its rights and remedies; nor
shall any single or partial exercise of any right or remedy preclude any
further exercise thereof or of any other right or remedy.  The Guarantor need not resort to any
particular right or remedy before exercising or enforcing any other remedy.  9.6           Waivers. 
Borrower and Parent each hereby waives and agrees not to assert or take
advantage of:  (a)           any
right to require the Guarantor to proceed against any person or to proceed
against or exhaust any security held by the Guarantor at any time or to pursue
any other remedy in Guarantors power before proceeding against Borrower or
Parent hereunder;  (b)           any
demand, presentment for payment, notice of non-payment, protest, notice of
protest and all other notices of any kind, or of any action or non-action on
the part of the Guarantor;  (c)           any
defense based upon an election of remedies by Guarantor; and  19 
   (d)           any
duty or obligation on the Guarantors part to perfect, protect, not impair,
retain or enforce any security for the payment of the Indebtedness or
performance of any of the other obligations guaranteed hereby.  ARTICLE X SUBORDINATION  X.1          Obligations Subordinated to Senior
Debt.  Each of the Borrower and
the Guarantor covenants and agrees that payment of all Reimbursement
Obligations shall be subordinated and junior in right of payment to the prior
irrevocable payment in full in cash or Cash Equivalents of all Senior Debt,
that such subordination is for the benefit of, and shall be enforceable
directly by, the holders of the Senior Debt, and that each holder of Senior
Debt whether now outstanding or hereafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the
covenants and provisions contained in this Agreement.  X.2          Suspension of Payment.  (a) 
Unless and until all obligations in respect of Senior Indebtedness have
been repaid in full in cash or Cash Equivalents, neither the Borrower nor any
person on its behalf shall make any cash payment of any kind or character with
respect to any Reimbursement Obligations; provided, however, that the foregoing
shall not prohibit any payment made by means of the issuance of additional
Notes as provided herein.  From and
after the date on which all obligations in respect of Senior Indebtedness have
been repaid in full in cash or Cash Equivalents, if any default or event of
default occurs and is continuing with respect to any Senior Subordinated
Indebtedness, as any such default or event of default is defined in the
instrument creating or evidencing such Senior Subordinated Indebtedness, and if
the Administrative Agent gives notice of the default or event of default to the
Borrower or the Guarantor (a Default Notice), then, unless and until
such event of default has been cured or waived or has ceased to exist or the
Borrower or the Guarantor receives notice thereof from the Administrative Agent
or all obligations in respect of  Senior
Subordinated Indebtedness have been repaid in full in cash or Cash Equivalents,
neither the Borrower nor any person on its behalf shall make any cash payment
of any kind or character with respect to any Reimbursement Obligations, and the
Guarantor shall not demand payment, accelerate the maturity of the Notes or
pursue any rights or remedies in respect of the Reimbursement Obligations until
all obligations in respect of Senior Subordinated Indebtedness have been repaid
in full in cash or Cash Equivalents, or a Bankruptcy Default shall have
occurred and be continuing.  (b)           In
the event that, notwithstanding the foregoing, any payment shall be received by
the Guarantor when such payment is prohibited by Section 10.1, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the Senior Administrative Agent (for the ratable benefit of the lenders
under the Senior Secured Credit Agreement (the Senior Lenders) or, if the
Senior Indebtedness has been repaid in full, the Administrative Agent (for the
ratable benefit of the Lenders).  The
Borrower and the Guarantor shall be entitled to rely on information regarding
amounts then due and owing on the Senior Debt, if any, received from the Senior
Administrative Agent or the Administrative Agent, as the case may be.  20 
   (c)           Except
as set forth in Section 10.2(a), nothing contained in this Section 10.2 shall
limit the right of the Guarantor to take any action to accelerate the maturity
of the Notes or to pursue any rights or remedies hereunder upon the occurrence
of any Bankruptcy Default; provided that all Senior Debt thereafter due
or declared to be due shall first be paid in full in cash or Cash Equivalents
before the Guarantor is entitled to receive any payment of any kind or
character with respect to obligations on the Notes or the other Borrower
Documents or to take any other action (including commencement of any legal
proceedings or other enforcement action) other than filing a proof of claim in
any insolvency proceedings involving Borrower.  X.3          Notes Subordinated to Prior Payment
of All Senior Debt on Dissolution, Liquidation or Reorganization of Borrower.  (a) 
Upon any payment or distribution of assets of the Borrower of any kind
of character, whether in cash, property or securities, to creditors upon any
total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the
Borrower, as the case may be, or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Borrower, as the case
may be, or its property, whether voluntary or involuntary, all obligations due
or to become due upon all Senior Debt, shall first be paid in full in cash or
Cash Equivalents, or such payment shall be duly provided for to the
satisfaction of the Senior Administrative Agent (for the ratable benefit of the
Senior Lenders) or, if the Senior Indebtedness has been repaid in full, the Administrative
Agent (for the ratable benefit of the Lenders), before any payment or
distribution of any kind or character is made on account of any Reimbursement
Obligations.  Upon any such dissolution,
winding-up, liquidation, reorganization, receivership or similar proceeding,
any payment or distribution of assets of the Borrower of any kind or character,
whether in cash, property or securities, to which the Guarantor under this
Agreement would be entitled, except for the provisions hereof, shall be paid by
the Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, or by the Guarantor
under this Agreement if received by it, directly to the Senior Administrative
Agent (for the ratable benefit of the Senior Lenders) or, if the Senior
Indebtedness has been repaid in full, the Administrative Agent (for the ratable
benefit of the Lenders), for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
Cash Equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Senior Debt.  (b)           To
the extent any payment of Senior Debt (whether by or on behalf of the Borrower,
as proceeds of security or enforcement of any right of setoff or otherwise) is
declared to be fraudulent or preferential, set aside or required to be paid to
any receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.  (c)           In
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Borrower of any kind or character, whether in cash, property or
securities, shall be  21 
   received by the Guarantor when such payment
or distribution is prohibited by Section 10.1, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the Senior Administrative Agent (for the ratable benefit of the Senior
Lenders) or, if the Senior Indebtedness has been repaid in full, the
Administrative Agent (for the ratable benefit of the Lenders)  for application to the payment of such
Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Cash Equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior Debt.  X.4          Guarantor To Be Subrogated to Rights
of Holders of Senior Debt. 
Subject to the irrevocable payment in full in cash or Cash Equivalents
of all Senior Debt, the Guarantor shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property
or securities of the Borrower applicable to the Senior Debt until the Notes
shall be paid in full; and, for the purposes of such subrogation, no such
payments or distributions to the holders of the Senior Debt by or on behalf of
the Borrower or by or on behalf of the Guarantor by virtue of this Section 10.4
which otherwise would have been made to the Guarantor shall, as between the
Borrower and the Guarantor, be deemed to be a payment by the Borrower, to or on
account of the Senior Debt, it being understood that the provisions of this
Section 10.4 are and are intended solely for the purpose of defining the
relative rights of the Guarantor, on the one hand, and the holders of the
Senior Debt, on the other hand.  X.5          No Waiver of Subordination
Provisions.  (a)  No right of any present or future holder of
any Senior Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part
of the Borrower or by any act or failure to act by any such holder, or by any
non-compliance by the Borrower or the Guarantor with the terms, provisions and
covenants of this Agreement, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.  (b)           Without
limiting the generality of subsection (a) of this Section 10.5, the Senior
Administrative Agent (for the ratable benefit of the Senior Lenders) or the
Administrative Agent (for the ratable benefit of the Lenders) may, at any time
and from time to time, without the consent of or notice to the Guarantor,
without incurring responsibility to the Guarantor and without impairing or
releasing the subordination provided in this Section 10 or the obligations
hereunder of the Guarantor to the holders of Senior Debt, do any one or more of
the following:  (1) change the manner,
place, terms or time of payment of, or renew or alter, Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (3) release any person
liable in any manner for the collection or payment of Senior Debt; and (4)
exercise or refrain from exercising any rights against the Borrower and any
other person.  X.6          This Section 10 Not To Prevent Events
of Default.  The failure to make
a payment on account of any Reimbursement Obligation by reason of any provision
of this Section 10 shall constitute an Event of Default.  22 
   X.7          Effect on Senior Subordinated
Indebtedness.  No amendment of
this Agreement shall adversely affect the rights of any holder of Senior Debt
under this Section 10, without the consent of the Senior Administrative Agent
or the Administrative Agent, as the case may be.  ARTICLE XI REGISTRATION
RIGHTS  XI.1         Registration Rights.  (a) 
If, after the date hereof but prior to the termination of all Warrants,
the Parent shall decide to register any of its securities either for its own
account or the account of any holders of its Common Stock, other than a
registration relating solely to employee benefit plans, or a registration
relating to a corporate reorganization or other transaction on Form S-4 (or any
successor or similar form), or a registration on any registration form that
does not permit secondary sales, the Parent will promptly give to the Guarantor
written notice thereof; and use its best efforts to include in such
registration (and any related qualification under blue sky laws or other
compliance), except as set forth in Section 11.1(b) below, and in any
underwriting involved therein, all the shares of Common Stock issuable upon
exercise of Warrants (Registrable Securities) specified in a written
request or requests, made by the Guarantor and received by the Parent within
twenty (20) Business Days after the written notice from the Parent described
above is mailed or delivered by the Parent. 
Such written request may specify all or a part of the Guarantors
Registrable Securities.  The Parent
shall bear all expenses in connection with any such registration.  (b)           If
the registration of which the Parent gives notice is for a registered public
offering involving an underwriting, the Parent shall so advise the Guarantor as
part of the written notice given pursuant to Section 11.1(a).  In such event, the right of the Guarantor to
registration pursuant to this Section 11.1 shall be conditioned upon the
Guarantors participation in such underwriting and the inclusion of the
Guarantors Registrable Securities in the underwriting to the extent provided
herein.  All holders proposing to
distribute their securities through such underwriting shall (together with the
Parent and the other holders of securities of the Parent with registration
rights to participate therein distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected by the Parent.  Notwithstanding any other provision of this
Section 11.1, if the representative of the underwriters advises the Parent in
writing that marketing factors make a limitation on the number of shares to be
underwritten appropriate, the representative may (subject to the limitations
set forth below) exclude all Registrable Securities from, or limit the number
of Registrable Securities to be included in, the registration and
underwriting.  In such event, the Parent
shall so advise the Guarantor.  If the
Guarantor does not agree to the terms of any such underwriting, it shall be
excluded therefrom by written notice from the Parent or the underwriter.  Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.  (c)           Rule
144 Reporting.  With a view to
making available the benefits of certain rules and regulations of the SEC that
may permit the sale of the Registrable Securities to the public without
registration, the Parent agrees to use its best efforts to:  23 
   (i)            Make
and keep public information regarding the Parent available as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from
and after ninety (90) days following the effective date of the first
registration under the Securities Act filed by the Parent for an offering of
its securities to the general public;  (ii)           File
with the SEC in a timely manner all reports and other documents required of the
Parent under the Securities Act and the Exchange Act at any time after it has
become subject to such reporting requirements;  (iii)          So
long as any unexercised Warrants are held by the Guarantor, furnish to the
Guarantor forthwith upon written request a written statement by the Parent as
to its compliance with the reporting requirements of Rule 144, and of the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly report
of the Parent, and such other reports and documents so filed as the Guarantor
may reasonably request in availing itself of any rule or regulation of the SEC
allowing the Guarantor to sell any such securities without registration.  (d)           Termination
of Registration Rights.  The right
of the Guarantor to request registration or inclusion in any registration shall
terminate if all shares of Registrable Securities may immediately be sold under
Rule 144 or Rule 145 under the Securities Act during any ninety (90) day
period.  ARTICLE XII NOTICES  XII.1       Notices.  All
notices and other communications hereunder shall be in writing and shall be
delivered by hand, by prepaid telegram, by telecopy, or by registered or
certified U.S. mail, return receipt requested (postage prepaid), to the notice
addresses set forth in Subsection 1.1 or to such other addresses as the parties
may provide to one another in accordance with this Section.  Such notices and other communications shall,
if sent by mail in accordance with this Section, be deemed given seven (7)
Business Days after deposit in the U.S. mail, and if sent by any other method,
shall be effective only if and when received by the addressee.  24 
   ARTICLE XIII INDEMNIFICATION  XIII.1      Indemnification. 
To the maximum extent permitted by law, and subject to Article X hereof,
the Borrower and Parent hereby indemnify and hold harmless the Guarantor, its
officers, directors, employees and agents (collectively, the Indemnitees)
from and against any and all claims, damages, losses, liabilities, reasonable
costs and expenses (including reasonable attorneys fees and expenses of
counsel) which any Indemnitee may incur (or which may be claimed against the
Indemnitee by any person or entity whatsoever) by reason of or in connection
with any breach by the Borrower or Parent of any representation, warranty or
covenant made in or pursuant to this Agreement.   ARTICLE XIV SUCCESSORS AND
ASSIGNS  XIV.1      Successors and Assigns.  This Agreement is a continuing obligation
and shall be binding upon the Guarantor, the Borrower and Parent and their
respective successors, transferees and assigns; provided, however,
that neither the Borrower nor the Parent may assign all or any part of this
Agreement without the prior written consent of the Guarantor as provided for
herein.  ARTICLE XV MISCELLANEOUS
PROVISIONS  XV.1       Relationship Among Parties.  The relationship arising hereunder between
the Guarantor, on the one hand,  and the
Borrower and Parent, on the other hand, is that of a guarantor and a principal
and not a joint venture or partnership relationship.  The Guarantor shall not have any fiduciary duties to Borrower or
Parent in connection with this Agreement or the exercise by Borrower or Parent
of their respective rights hereunder.  XV.2       Governing Law. 
This Agreement shall be governed, construed and enforced in accordance
with the internal laws of the State of New York.  XV.3       Permitted Contests.  The Borrower and Parent shall have the right, before any
delinquency occurs, to contest or object in good faith to any claim, demand,
levy or assessment (other than in respect of Indebtedness or Contractual
Obligations of the Borrower and Parent under any of the Borrower Documents), by
appropriate legal proceedings which are, in the Guarantors judgment, not
prejudicial to the Guarantors rights, but such right to challenge shall not be
deemed or construed as in any way relieving, modifying or providing any
extension of time with respect to the Borrowers or Parents covenant to pay
and comply with any such claim, demand, levy or assessment, unless the Borrower
or Parent shall have given prior written notice to the Guarantor of the
Borrowers or Parents intent to so contest or object thereto, and unless (i) the
Borrower or Parent shall have demonstrated to the Guarantors reasonable
satisfaction that such legal proceedings shall  25 
   conclusively operate to prevent enforcement
prior to final determination of such proceedings, and (ii) the Borrower or
Parent shall have furnished such bond, surety, undertaking, or other security
in connection therewith as is either required by law or, if there is no such
requirements, as requested by and reasonably satisfactory to the Guarantor.  XV.4       Survival of Representations and
Warranties.  All covenants,
agreements, representations and warranties made in this Agreement, the Borrower
Documents and in any related certificates shall survive the execution and
delivery of this Agreement and the issuance of the Interest Guaranty, and shall
continue until any and all sums payable under this Agreement and all
obligations which are secured by the other Borrower Documents, shall have been
paid and performed in full.  XV.5       WAIVER OF JURY TRIAL.  EACH OF THE BORROWER AND THE GUARANTOR, TO
THE EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY,
WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER
FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
BORROWER DOCUMENTS OR ANY CONDUCT, ACT OR OMISSION OF BORROWER,  PARENT OR THE GUARANTOR OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED WITH BORROWER, PARENT OR THE GUARANTOR IN EACH OF THE FOREGOING
CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  XV.6       Severability. 
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions or affecting the validity or enforceability of such provision in any
other jurisdiction.  XV.7       Counterparts. 
This Agreement may be executed in any number of counterparts and by
different parties in separate counterparts and it shall not be necessary that
the signature of all parties hereto be contained on any one counterpart hereof,
each counterpart, when so executed and delivered, shall be deemed to be an
original, and all of which counterparts, taken together, shall constitute but
one and the same Agreement.  XV.8       Time of Essence. 
Time is of the essence of this Agreement and of each provision in which
time is an element.  XV.9       Limits on Obligations.  The Guarantor shall not be obligated to cure
any defaults under the Borrower Documents or otherwise, or in any other manner
to extend any financial consideration to the Borrower or Parent, except as
expressly provided in this Agreement.  26 
   XV.10     Headings. 
Section and other headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.  XV.11     No
Waiver,Remedies.  The Guarantor shall have the right (but not
the obligation) to waive any condition, covenant and Event of Default
hereunder, in its sole discretion.  No
failure on the part of the Guarantor to exercise, and no delay in exercising,
any right under this Agreement or the other Borrower Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right under
this Agreement or the other Borrower Documents preclude any other or further
exercise thereof or the exercise of any other right.  Except to the extent that the Guarantor has specifically and
expressly waived such remedies in this Agreement or otherwise, the remedies
provided in this Agreement or the other Borrower Documents are cumulative and
not exclusive of any remedies provided herein or therein or by law.  XV.12     No Third Party Rights.  With the exception of the provisions of
Article X, Subordination, neither this Agreement nor anything set forth
herein is intended to, nor shall it, confer any rights on any person or entity
other than the parties hereto, and all third party rights are expressly
negated.  Notwithstanding the foregoing,
the holders of Senior Debt are express third party beneficiaries of the
provisions hereof.  XV.13     Amendments and Miscellaneous Waivers.  Any provision of this Agreement or any other
Borrower Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Guarantor and the other parties
thereto.  XV.14     Exhibits. 
The exhibits and the appendix attached to this Agreement are
incorporated herein and shall be considered a part of this Agreement for the
purposes stated herein, except that in the event of any conflict between any of
the provisions of such exhibits and the provisions of this Agreement, the
provisions of this Agreement shall prevail.  XV.15     Usury Savings Clause.  The provisions of this Agreement and of all
agreements between Borrower, Parent and Guarantor, whether now existing or
hereafter arising and whether written or oral, are hereby and shall be
expressly limited so that in no contingency or event whatsoever shall the
amount contracted for, charged, received, paid or agreed to be paid to
Guarantor for the use, forbearance or retention of the money to be advanced
hereunder or under the Interest Guaranty on behalf of Borrower (Interest)
shall exceed the maximum amount permissible under applicable law.  If, from any circumstance whatsoever,
performance or fulfillment of any provision hereof, or of any agreement between
Borrower, Parent and the Guarantor shall, at the time performance or
fulfillment of such provision shall be due, exceed the limit for Interest
prescribed by law, then ipso  facto the obligation to be performed
or fulfilled shall be reduced to such limit and if, from any circumstance
whatsoever, Guarantor should ever receive anything of value deemed Interest by
applicable law in excess of the maximum lawful amount, the amount which would
be excessive Interest shall be applied to the reduction of the principal
balance owing hereunder, whether or not then due and payable, or, at the option
of Guarantor, be paid over to Borrower or Parent, as the case may be, and not
to the payment of Interest.  All
Interest (including any amounts or payments deemed  27 
   to be Interest) paid or agreed to be paid to
Guarantor shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full period until payment in full
of the principal balance due hereunder so that the Interest hereon for such
full period will not exceed the maximum amount permitted by applicable law.   [Signature page follows.]  28 
   COUNTERPART SIGNATURE PAGE TO REIMBURSEMENT AGREEMENT  IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered by their respective duly
authorized officers and representatives as of the date first above written.  BORROWER:
  SUPERIOR
  TELECOMMUNICATIONS, INC. a Delaware
  corporationBy:Name:  Stewart H. WahrsagerTitle:    SecretaryPARENT:
  SUPERIOR
  TELECOM INC., a Delaware corporationBy:Name:  Stewart H. WahrsagerTitle:    SecretaryGUARANTOR:
  THE ALPINE
  GROUP, INC., a Delaware corporationBy:Name:  Bragi F. SchutTitle:    Executive Vice President  29 
   LIST
OF EXHIBITS  EXHIBIT A      -          Form
of Note  EXHIBIT B       -          Form
of Series 1 Warrant  EXHIBIT C       -          Form
of Series 2 Warrant  30 
   TABLE OF CONTENTS  R E C I T A L S:ARTICLE I  INFORMATIONAL
  PROVISIONS AND DEFINITIONS1.1
  Informational Provisions1.2
  Defined
  Terms1.3
  Accounting
  Terms1.4
  Other Definitional ProvisionsARTICLE II  REIMBURSEMENT AND
  OTHER PAYMENTS2.1
  Reimbursement for Obligations Paid by
  Guarantor under Interest Guaranty2.2
  Fees2.3
  Expenses and Legal Fees2.4
  Computation of Interest2.5
  No Offset or Deduction; Taxes2.6
  Optional Redemption.2.7
  Maturity2.8
  Special Refinance Option2.9
  Limitation on PaymentsARTICLE III  CONDITIONS
  PRECEDENT TO THE ISSUANCE OF THE GUARANTY3.1
  Execution and Delivery of Closing Documents3.2
  Representations Correct; No Default3.3
  Other RequirementsARTICLE IV  OBLIGATIONS UNCONDITIONAL4.1
  Obligations
  UnconditionalARTICLE V  REPRESENTATIONS
  ANDWARRANTIES OF THE BORROWER AND PARENT5.1
  Organization5.2
  Power and Authority5.3
  No
  ConflictsARTICLE VI  AFFIRMATIVE COVENANTS6.1
  Inspection.6.2
  Corporate Existence; Compliance6.3
  Maintenance of Properties6.4
  Notice of Certain Events  i 
   6.5
  Obtaining Requisite ApprovalARTICLE VII  NEGATIVE COVENANTS7.1
  Indebtedness7.2
  Liens7.3
  Merger, Consolidation, Sale of Assets7.4
  Securities,
  Dividends, Etc.ARTICLE VIII  EVENTS OF
  DEFAULT8.1
  Issuances8.2
  Misrepresentation8.3
  Other
  Documents8.4
  Invalidity8.5
  Other Indebtedness8.6
  Involuntary Proceedings8.7
  Voluntary Proceedings8.8
  Dissolution8.9
  Breach of CovenantsARTICLE IX  REMEDIES9.1
  Acceleration9.2
  Setoff; Waiver of Setoff9.3
  Defaults Under Other Documents9.5
  Remedies Cumulative9.6
  WaiversARTICLE X  SUBORDINATION10.1
  Obligations Subordinated to Senior Debt10.2
  Suspension of Payment10.3
  Notes Subordinated to Prior Payment of All
  Senior Debt on Dissolution, Liquidation or Reorganization of Borrower10.4
  Guarantor To Be Subrogated to Rights of
  Holders of Senior Debt10.5
  No Waiver of Subordination Provisions10.6
  This Section 10 Not To Prevent Events of
  Default10.7
  Effect on Senior Subordinated IndebtednessARTICLE XI  REGISTRATION RIGHTS11.1
  Registration RightsARTICLE XIINOTICES12.1
  NoticesARTICLE XIII  INDEMNIFICATION13.1
  Indemnification  ii 
   ARTICLE XIV 
  SUCCESSORS AND ASSIGNS14.1
  Successors and AssignsARTICLE XV  MISCELLANEOUS PROVISIONS15.1
  Relationship Among Parties15.2
  Governing
  Law15.3
  Permitted Contests15.4
  Survival of Representations and Warranties15.5
  WAIVER OF JURY TRIAL15.6
  Severability15.7
  Counterparts15.8
  Time
  of Essence15.9
  Limits on Obligations15.10
  Headings15.11
  No Waiver, Remedies15.12
  No Third Party Rights15.13
  Amendments and Miscellaneous Waivers15.14
  Exhibits15.15
  Usury Savings ClauseLIST OF EXHIBITS  iii 
   EXHIBIT A  FORM OF PIK NOTE  $[AMOUNT]
  
  New York, New York[DATE] FOR VALUE
RECEIVED, SUPERIOR TELECOMMUNICATIONS INC. (the Borrower), a Delaware
corporation, hereby promises to pay to THE ALPINE GROUP, INC., a Delaware
corporation or its registered assigns (the Holder), in lawful money of
the United States of America in immediately available funds, at the office of
the Holder located at One Meadowlands Plaza, East Rutherford, New Jersey  07073, or to an account as otherwise
directed by the Holder, on the Maturity Date the principal sum of [AMOUNT]
Dollars and [AMOUNT]  Cents ($[AMOUNT]),
due to the Holder from the Borrower pursuant to that certain Reimbursement
Agreement dated as of November 30, 2001 (the Reimbursement Agreement)
made by and among the Borrower, the Holder and Superior Telecom Inc., a
Delaware corporation.  Capitalized terms
not defined herein have the meaning given to them in the Reimbursement
Agreement.  The Borrower
promises also to pay interest on the unpaid principal amount hereof in like
money at said office from the date hereof until paid at the rates and otherwise
on the terms set forth in Section 2.1 of the Reimbursement Agreement.  This PIK Note
(this Note) evidences obligations of the Borrower under,  and has been issued by the Borrower in
accordance with, the terms of the Reimbursement Agreement.  The Holder and any subsequent holder hereof
is entitled to the benefits of the Reimbursement Agreement and of the other
Borrower Documents.  This Note
shall become due and payable (unless otherwise accelerated in accordance with
the terms hereof or of the Reimbursement Agreement), including accrued and
unpaid interest, on December 27, 2008; provided, however, in no
event shall this Note be payable until at least 366 days after the payment in
full of the Senior Subordinated Indebtedness (as the same may be amended or
extended from time to time).  This Note is
subject to subordination and voluntary redemption, as provided in the
Reimbursement Agreement.
 
   The Borrower
irrevocably authorizes the Holder to make or cause to be made, at or about the
time of making any advance or the receipt of any payment of principal of this
Note, an appropriate notation on the grid attached to this Note, or the
continuation of such grid, or any other similar record, including computer
records, reflecting the making of such advance or the receipt of such
payment.  The outstanding amount set
forth on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by the Holder
shall be prima  facie evidence of the principal amount thereof
owing and unpaid to the Holder, but the failure to record, or any error in so
recording, any such amount on any such grid, continuation or other record shall
not limit or otherwise affect the obligation of the Borrower hereunder or under
the Reimbursement Agreement to make payments of principal of and interest on
this Note when due.  In case an
Event of Default shall occur and be continuing, the principal of and accrued
interest on this Note may become or be declared to be due and payable in the
manner and with the effect provided in the Reimbursement Agreement.  The Borrower
hereby waives presentment, demand, protest or notice of any kind in connection
with this Note.  THIS NOTE
SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.  SUPERIOR
  TELECOMMUNICATIONS INC.By:Name:Title:  2 
   Date
  
  Principal
  Amount
  of Note
  
  Amount of
  Principal Paid
  or Prepaid
  
  Balance of
  Principal
  Unpaid
  
  Notation
  Made By:   3 
   EXHIBIT
B  FORM
OF SERIES 1 WARRANT  THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS.  SUPERIOR
TELECOM INC.  WARRANT  Warrant No. [  ]
  
  Dated:           , 200    .
  Superior
Telecom Inc., a Delaware corporation (the Company),
hereby certifies that, for value received, The Alpine Group, Inc. or its
registered assigns (the Holder),
is entitled to purchase from the Company up to a total of [       ] shares of common stock, $.01 par
value per share (the Common Stock),
of the Company (each such share, a Warrant
Share and all such shares, the Warrant
Shares) at an exercise price equal to $1.41 per share (as adjusted
from time to time as provided in Section 8, the Exercise Price), at any time and from time
to time from and after the date hereof and through and including the date that
is three years after the date hereof (the Expiration
Date), and subject to the following terms and conditions.  1.             Definitions.  In addition to the terms defined elsewhere
in this Warrant, capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Reimbursement Agreement, dated as of
November 30, 2001, among The Alpine Group, Inc., Superior Telecommunications
Inc. and the Company (the Agreement).  2.             Registration of Warrant.  The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the Warrant Register), in the name of the record Holder hereof
from time to time.  The Company may deem
and treat the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.  3.             Registration of Transfers.  The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at its address specified herein.  Upon any such registration or transfer, a
new warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new warrant, a New Warrant),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee  
   and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be
issued to the transferring Holder.  The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.  4.             Exercise and Duration of
Warrants.  (a)           This Warrant shall be exercisable by
the registered Holder at any time and from time to time on or after the date
hereof to and including the Expiration Date. 
At 6:30 P.M., New York City time on the Expiration Date, the portion of
this Warrant not exercised prior thereto shall be and become void and of no
value.  (b)           A Holder may exercise this Warrant by
delivering to the Company (i) an Exercise Notice, in the form attached hereto,
appropriately completed and duly signed, and (ii) payment of the Exercise
Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a cashless exercise if so indicated in
the Exercise Notice), and the date such items are delivered to the Company (as
determined in accordance with the notice provisions hereof) is an Exercise Date.  The
Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder.  Execution and
delivery of the Exercise Notice shall have the same effect as cancellation of
the original Warrant and issuance of a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.  5.             Delivery of Warrant Shares.  (a)           Upon exercise of this Warrant, the
Company shall promptly (but in no event later than three Trading Days after the
Exercise Date) issue or cause to be issued and cause to be delivered to or upon
the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends unless a registration statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder
is not then effective and the Warrant Shares are not freely transferable
without volume restrictions pursuant to Rule 144 under the Securities Act.  The Holder, or any Person so designated by
the Holder to receive Warrant Shares, shall be deemed to have become holder of
record of such Warrant Shares as of the Exercise Date.  The Company shall, upon request of the
Holder, use its best efforts to deliver Warrant Shares hereunder electronically
through the Depository Trust Corporation or another established clearing
corporation performing similar functions.  (b)           This Warrant is exercisable, either
in its entirety or, from time to time, for a portion of the number of Warrant
Shares.  Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.  (c)           The Companys obligations to issue
and deliver Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach  2 
   by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  6.             Charges, Taxes and Expenses.   Issuance of certificates for shares of
Common Stock upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or
other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of the
Holder.  The Holder shall be responsible
for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.  7.             Reservation of Warrant Shares.  The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 8). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.  8.             Certain Adjustments.  The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 8.  (a)           Stock Dividends and Splits.  If the Company, at any time while this
Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into
a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event.  Any
adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant
to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.  (b)           Pro Rata Distributions.  If the Company, at any time while this
Warrant is outstanding, distributes to all holders of Common Stock (i)
evidences of its indebtedness, (ii) any security (other than a distribution of
Common Stock covered by the preceding paragraph), (iii) rights or warrants
to subscribe for or purchase any security, or (iv) any other asset (in each  3    case, Distributed Property), then in each such case the Exercise
Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution shall be adjusted (effective
on such record date) to equal the product of such Exercise Price times a
fraction of which the denominator shall be the average of the Closing Prices
for the five Trading Days immediately prior to (but not including) such record
date and of which the numerator shall be such average less the then fair market
value of the Distributed Property distributed in respect of  one outstanding share of Common Stock, as
determined in accordance with the Companys books and records by the Companys
independent certified public accountants that regularly examine the financial
statements of the Company (an Appraiser),
and, if the Holder so requests, the Company shall cause the Appraiser to
deliver to the Holder a certificate setting forth in reasonable detail its
calculations of such fair market value.  (c)           Fundamental Transactions.  If, at any time while this Warrant is
outstanding, (i) the Company effects any merger or consolidation of the Company
with or into another Person, (ii) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property, or (iv)
the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property (in any such case, a Fundamental Transaction), then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the same amount and
kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the Alternate Consideration). 
The aggregate Exercise Price for this Warrant will not be affected by
any such Fundamental Transaction, but the Company shall apportion such
aggregate Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the
Alternate Consideration.  If holders of
Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this
Warrant following such Fundamental Transaction.  (d)           Subsequent Equity Sales.  (i)            If, at any time while this Warrant is outstanding, the
Company or any Subsidiary issues additional shares of Common Stock or rights,
warrants, options or other securities or debt convertible, exercisable or
exchangeable for shares of Common Stock or otherwise entitling any Person to
acquire shares of Common Stock (collectively, Common Stock Equivalents) at an effective net price to the
Company per share of Common Stock (the Effective Price)
less than the Exercise Price (as adjusted hereunder to such date) (the Adjustment Price), then the Exercise Price shall be reduced
to equal the product of (A) the Exercise Price in effect immediately prior to
such issuance of Common Stock or Common Stock Equivalents times (B) a fraction,
the numerator of which is the sum of (1) the number of shares of Common Stock
outstanding immediately prior to such issuance, plus (2) the number of shares
of Common Stock  4    which the aggregate Effective Price of the
Common Stock issued (or deemed to be issued) would purchase at the Adjustment
Price, and the denominator of which is the aggregate number of shares of Common
Stock outstanding or deemed to be outstanding immediately after such
issuance.  For purposes of this
paragraph, in connection with any issuance of any Common Stock Equivalents, (A)
the maximum number of shares of Common Stock potentially issuable at any time
upon conversion, exercise or exchange of such Common Stock Equivalents (the Deemed Number) shall be deemed to be outstanding upon
issuance of such Common Stock Equivalents, (B) the Effective Price applicable
to such Common Stock shall equal the minimum dollar value of consideration
payable to the Company to purchase such Common Stock Equivalents and to
convert, exercise or exchange them into Common Stock (net of any discounts,
fees, commissions and other expenses), divided by the Deemed Number, and (C) no
further adjustment shall be made to the Exercise Price upon the actual issuance
of Common Stock upon conversion, exercise or exchange of such Common Stock
Equivalents; provided, however, that, in the event of any change in the number
of shares of Common Stock deliverable upon conversion, exercise or exchange of
such Common Stock Equivalents, the Exercise Price shall be recomputed to
reflect such change.  (ii)           If, at any time while this Warrant is outstanding, the
Company or any Subsidiary issues Common Stock Equivalents with an Effective
Price or a number of underlying shares that floats or resets or otherwise
varies or is subject to adjustment based (directly or indirectly) on market
prices of the Common Stock (a Floating
Price Security), then for purposes of applying the preceding
paragraph in connection with any subsequent exercise, the Effective Price will
be determined separately on each Exercise Date and will be deemed to equal the
lowest Effective Price at which any holder of such Floating Price Security is
entitled to acquire Common Stock on such Exercise Date (regardless of whether
any such holder actually acquires any shares on such date).  (iii)          Notwithstanding the foregoing, no adjustment will be made
under this paragraph (d) (A) in respect of any grant of options or restricted
stock to employees, officers or directors of the Company pursuant to any stock
option plan, restricted stock plan or employment agreement duly adopted or
approved by the Companys board of directors or in respect of the issuance of
Common Stock upon exercise of any such options, (B) in connection with an
equity financing transaction (or series of transactions) approved by the
Companys board of directors involving the issuance or sale of Common Stock
and/or Common Stock Equivalents in an amount up to 2.5% of the outstanding
Common Stock (determined on a fully-diluted basis) or (C) in connection with a
bona fide acquisition, merger or similar transaction, the terms of which are
approved by the Companys board of directors, in which the securities issuable
pursuant to any such transaction are covered by a registration statement on
Form S-4 or any successor form.  (e)           Number of Warrant Shares.  Simultaneously with any adjustment to the
Exercise Price pursuant to paragraphs (a), (b) or (d) of this Section, the
number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased proportionately, so that after such adjustment the aggregate
Exercise Price payable hereunder for the increased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment.  5 
   (f)            Calculations.  All calculations under this Section 8
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable.  The number of shares of
Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock.  (g)           Notice of Adjustments.  Upon the occurrence of each adjustment
pursuant to this Section 8, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or
other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based.  Upon written request, the Company will promptly deliver a copy of
each such certificate to the Holder and to the Companys Transfer Agent.  (h)           Notice of Corporate Events.  If the Company (i) declares a dividend or
any other distribution of cash, securities or other property in respect of its
Common Stock, including without limitation any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the
affairs of the Company, then the Company shall deliver to the Holder a notice
describing the material terms and conditions of such transaction, at least 20
calendar days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote with
respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity
to exercise this Warrant prior to such time so as to participate in or vote
with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the
corporate action required to be described in such notice.  9.             Payment of Exercise Price.  The Holder shall pay the Exercise Price in
one of the following manners:  (a)           Cash Exercise.  The Holder may deliver immediately available
funds; or  (b)           Cashless Exercise. The Holder may
satisfy its obligation to pay the Exercise Price through a cashless exercise,
in which event the Company shall issue to the Holder the number of Warrant
Shares determined as follows:  X = Y [(A-B)/A]where:X = the number of Warrant Shares to be
  issued to the Holder.Y = the number of Warrant Shares with
  respect to which this Warrant is being exercised.A = the average of the Closing Prices for
  the five Trading Days immediately prior to (but not including) the Exercise
  Date.B = the Exercise Price.  6 
   For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that, to the
extent permitted by or consistent with applicable law or interpretations
thereof by the Securities and Exchange Commission (whether any such
interpretation is contained in a no-action letter, release or otherwise), the
Warrant Shares issued in a cashless exercise transaction shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally
issued pursuant to the Agreement.  10.           Fractional Shares.  The Company shall not be required to issue
or cause to be issued fractional Warrant Shares on the exercise of this
Warrant.  If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon
exercise of this Warrant, the number of Warrant Shares to be issued will be
rounded up to the nearest whole share.  11.           Notices.  Any and all notices or other communications
or deliveries hereunder (including without limitation any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section prior to 6:30 p.m.
(New York City time) on a Trading Day, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section on a day that is not a Trading
Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the
Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. 
The address for such notices or communications shall be as set forth in
the Agreement.  12.           Warrant Agent.  The Company shall serve as warrant agent
under this Warrant.  Upon 30 days
notice to the Holder, the Company may appoint a new warrant agent.  Any corporation into which the Company or
any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further
act.  Any such successor warrant agent
shall promptly cause notice of its succession as warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder at the Holders last address
as shown on the Warrant Register.  13.           Miscellaneous.  (a)           This Warrant shall be binding on and
inure to the benefit of the parties hereto and their respective successors and
assigns.  Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person
other than the Company and the Holder any legal or equitable right, remedy or
cause of action under this Warrant. 
This Warrant may be  7 
   amended only in writing signed
by the Company and the Holder and their successors and assigns.  (b)           The Company will not, by amendment of
its governing documents or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment.  Without limiting the generality
of the foregoing, the Company (a) will not increase the par value of any
Warrant Shares above the amount payable therefor on such exercise, (b) will
take all such action as may be reasonably necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant, and (c) will not close its
shareholder books or records in any manner which interferes with the timely
exercise of this Warrant.  (c)           GOVERNING LAW; VENUE; WAIVER OF
JURY TRIAL.  THE CORPORATE LAWS OF
THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF
THE COMPANY AND ITS STOCKHOLDERS.  ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF. 
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN
(INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.  (d)           The headings herein are for
convenience only, do not constitute a part of this Warrant and shall not be
deemed to limit or affect any of the provisions hereof.  (e)           In case any one or more of the
provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this
Warrant 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.  8    (f)            Nothing contained in this Warrant
shall be construed as conferring upon the Holder the right to vote or to
consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of directors of the Company or any other matters
or any rights whatsoever as a stockholder of the Company.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS]  9 
   IN WITNESS
WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.  SUPERIOR TELECOM INC.By:Name:Title:  10 
   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 [Company Name]  The undersigned is the Holder of Warrant
No.                 (the Warrant) issued by Superior Telecom Inc.,
a Delaware corporation (the Company).  Capitalized terms used herein and not
otherwise defined have the respective meanings set forth in the Warrant.  1.The
Warrant is currently exercisable to purchase a total of                       Warrant Shares.  2.The
undersigned Holder hereby exercises its right to purchase                          Warrant Shares
pursuant to the Warrant.  3.The
Holder intends that payment of the Exercise Price shall be made as (check one):  Cash
Exercise under Section 9(a)  Cashless
Exercise under Section 9(b)  4.If
the holder has elected a Cash Exercise, the holder shall pay the sum of $                  to the Company in accordance
with the terms of the Warrant.  5.Pursuant
to this exercise, the Company shall deliver to the holder                       Warrant Shares in
accordance with the terms of the Warrant.  6.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)  
   FORM OF ASSIGNMENT  [To be
completed and signed only upon transfer of Warrant]  FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                     
the right represented by the within Warrant to purchase                shares of Common Stock of
Superior Telecom Inc. to which the within Warrant relates and appoints                  attorney to transfer said
right on the books of [Company Name] with full power of substitution in the
premises.  Dated:                            ,(Signature
  must conform in all respects to name of holder as specified on the
  face of the Warrant)Address of
  TransfereeIn the presence of: