<PAGE>


                               WARRANT AGREEMENT

                  AGREEMENT, dated as of this 5th day of December, 1996, by and
among The Marquee Group, Inc., a Delaware corporation ("Company"), Continental
Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"), Royce
Investment Group, Inc., a New York corporation ("Royce") and Continental
Broker-Dealer Corporation, a New Jersey corporation ("CBDC", and together with
Royce, the "Underwriters").

                              W I T N E S S E T H

                  WHEREAS, in connection with (i) a public offering of up to
3,852,500 units ("Units"), each unit consisting of one (1) share of the
Company's Common Stock, $.01 par value ("Common Stock"), and one (1) redeemable
Warrant ("Warrants") pursuant to an underwriting agreement (the "Underwriting
Agreement") dated December 5, 1996 between the Company and the Underwriters,
(ii) the issuance to the Underwriters or their designees of Unit Purchase
Options to purchase an aggregate of 335,000 additional Units, to be dated as of
December 11, 1996 (the "Unit Purchase Options"), and (iii) the issuance of
666,662 Warrants (the "Private Placement Warrants") to certain securityholders
of the Company upon conversion of $2 million principal amount of debentures
acquired by them in a private placement in August 1996, the Company may issue
up to 4,854,162 Warrants; and

                  WHEREAS, each Warrant initially entitles the Registered
Holder thereof to purchase one (1) share of Common Stock; and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance, registration, transfer, exchange and redemption
of the Warrants, the issuance of certificates representing the Warrants, the
exercise of the Warrants, and the rights of the Registered Holders thereof;

                  NOW THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth and for the purpose of defining the
terms and provisions of the Warrants and the certificates representing the
Warrants and the respective rights and obligations thereunder of the Company,
the holders of certificates representing the Warrants and the Warrant Agent,
the parties hereto agree as follows:

                  SECTION 1. Definitions. As used herein, the following terms
shall have the following meanings, unless the context shall otherwise require:

                  (a) "Common Stock" shall mean stock of the Company of any
class, whether now or hereafter authorized, which has the right to participate
in the distribution of earnings and

                                      -1-


<PAGE>



assets of the Company without limit as to amount or percentage, which at the
date hereof consists of 25,000,000 shares of Common Stock, $.01 par value.

                  (b) "Corporate Office" shall mean the office of the Warrant
Agent (or its successor) at which at any particular time its principal business
shall be administered, which office is located at the date hereof at Two
Broadway, 19th Floor, New York, NY 10004.

                  (c) "Exercise Date" shall mean, as to any Warrant, the date
on which the Warrant Agent shall have received both (a) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by the
Registered Holder thereof or his attorney duly authorized in writing, and (b)
payment in cash, or by official bank or certified check made payable to the
Company, of an amount in lawful money of the United States of America equal to
the applicable Purchase Price.

                  (d) "Initial Warrant Exercise Date" shall mean as to each
Warrant the Separation Date (as herein defined).

                  (e) "Purchase Price" shall mean the purchase price to be paid
upon exercise of each Warrant in accordance with the terms hereof, which price
shall be $7.50, subject to adjustment from time to time pursuant to the
provisions of Section 9 hereof, and subject to the Company's right to reduce
the Purchase Price upon notice to all Registered Holders.

                  (f) "Redemption Price" shall mean the price at which the
Company may, at its option in accordance with the terms hereof, redeem the
Warrants, which price shall be $0.05 per Warrant.

                  (g) "Registered Holder" shall mean as to any Warrant and as
of any particular date, the person in whose name the certificate representing
the Warrant shall be registered on that date on the books maintained by the
Warrant Agent pursuant to Section 6.

                  (h) "Separation Date" shall mean December 13, 1996.

                  (i) "Transfer Agent" shall mean Continental Stock Transfer &
Trust Company, as the Company's transfer agent, or its authorized successor, as
such.

                  (j) "Warrant Expiration Date" shall mean 5:00 P.M. (New York
time) on December 5, 2001 or, with respect to Warrants which are outstanding as
of the applicable Redemption Date (as defined in Section 8) and specifically
excluding Warrants issuable upon exercise of Unit Purchase Options if the Unit
Purchase Options have not been exercised, the Redemption Date, whichever is
earlier; provided that if such date shall in the State of New York be a holiday
or a day on which banks are authorized or required to close, then 5:00 P.M.
(New York time) on the next following day which in the State of New York is not
a holiday or a day on

                                      -2-

<PAGE>



which banks are authorized or required to close. Upon notice to all Registered
Holders, the Company shall have the right to extend the Warrant Expiration Date.

                  SECTION 2. Warrants and Issuance of Warrant Certificates.

                  (a) A Warrant initially shall entitle the Registered Holder
of the Warrant Certificate representing such Warrant to purchase one share of
Common Stock upon the exercise thereof, in accordance with the terms hereof,
subject to modification and adjustment as provided in Section 9.

                  (b) The Warrants included in the offering of Units will not
be detachable or immediately separately transferable from the shares of Common
Stock constituting part of such Units until the Separation Date.

                  (c) Upon execution of this Agreement, Warrant Certificates
representing the number of Warrants sold pursuant to the Underwriting Agreement
plus the number of Private Placement Warrants shall be executed by the Company
and delivered to the Warrant Agent. Upon written order of the Company signed by
its President or Chairman or a Vice President and by its Secretary or an
Assistant Secretary, the Warrant Certificates shall be countersigned, issued
and delivered by the Warrant Agent as part of the Units.

                  (d) From time to time, up to the Warrant Expiration Date, the
Transfer Agent shall countersign and deliver stock certificates in required
whole number denominations representing up to an aggregate of 4,854,162 shares
of Common Stock, subject to adjustment as described herein, upon the exercise
of Warrants in accordance with this Agreement.

                  (e) From time to time, up to the Warrant Expiration Date, the
Warrant Agent shall countersign and deliver Warrant Certificates in required
whole number denominations to the persons entitled thereto in connection with
any transfer or exchange permitted under this Agreement; provided that no
Warrant Certificates shall be issued except (i) those initially issued
hereunder, (ii) those issued on or after the Initial Warrant Exercise Date,
upon the exercise of fewer than all Warrants represented by any Warrant
Certificate, to evidence any unexercised Warrants held by the exercising
Registered Holder, (iii) those issued upon any transfer or exchange pursuant to
Section 6; (iv) those issued in replacement of lost, stolen, destroyed or
mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant
to the Unit Purchase Options; and (vi) at the option of the Company, in such
form as may be approved by the its Board of Directors, to reflect any
adjustment or change in the Purchase Price, the number of shares of Common
Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor
made pursuant to Section 9 hereof.

                  (f) Pursuant to the terms of the Unit Purchase Options, the
Underwriters, or their designees, may purchase up to 335,000 Units, which
include up to 335,000 Warrants. Notwithstanding anything to the contrary
contained herein, the Warrants underlying the Unit



                                      -3-



<PAGE>



Purchase Option shall not be subject to redemption by the Company except under
the terms and conditions set forth in the Unit Purchase Options.

                  SECTION 3. Form and Execution of Warrant Certificates.

                  (a) The Warrant Certificates shall be substantially in the
form annexed hereto as Exhibit A (the provisions of which are hereby
incorporated herein) and may have such letters, numbers or other marks of
identification or designation and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of the Nasdaq Stock Market or any stock
exchange on which the Warrants may be listed, or to conform to usage or to the
requirements of Section 2(d). The Warrant Certificates shall be dated the date
of issuance thereof (whether upon initial issuance, transfer, exchange or in
lieu of mutilated, lost, stolen, or destroyed Warrant Certificates) and issued
in registered form. Warrant Certificates shall be numbered serially with the
letter W on Warrants of all denominations.

                  (b) Warrant Certificates shall be executed on behalf of the
Company by its Chairman of the Board, President or any Vice President and by
its Secretary or an Assistant Secretary, by manual signatures or by facsimile
signatures printed thereon, and shall have imprinted thereon a facsimile of the
Company's seal. Warrant Certificates shall be manually countersigned by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be an officer of the Company or to hold the
particular office referenced in the Warrant Certificate before the date of
issuance of the Warrant Certificates or before countersignature by the Warrant
Agent and issue and delivery thereof, such Warrant Certificates may
nevertheless be countersigned by the Warrant Agent, issued and delivered with
the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be an officer of the Company or to hold such
office. After countersignature by the Warrant Agent, Warrant Certificates shall
be delivered by the Warrant Agent to the Registered Holder without further
action by the Company, except as otherwise provided by Section 4(a) hereof.

                  SECTION 4. Exercise.

                  (a) Each Warrant may be exercised by the Registered Holder
thereof at any time on or after the Initial Exercise Date, but not after the
Warrant Expiration Date, upon the terms and subject to the conditions set forth
herein and in the applicable Warrant Certificate. A Warrant shall be deemed to
have been exercised immediately prior to the close of business on the Exercise
Date and the person entitled to receive the securities deliverable upon such
exercise shall be treated for all purposes as the holder of those securities
upon the exercise of the Warrant as of the close of business on the Exercise
Date. As soon as practicable on or after the Exercise Date, the Warrant Agent
shall deposit the proceeds received from the exercise of a Warrant and shall



                                      -4-



<PAGE>



notify the Company in writing of the exercise of the Warrants. Promptly
following, and in any event within five days after the date of such notice from
the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to
be issued and delivered by the Transfer Agent, to the person or persons
entitled to receive the same, a certificate or certificates for the securities
deliverable upon such exercise, (plus a Warrant Certificate for any remaining
unexercised Warrants of the Registered Holder), unless prior to the date of
issuance of such certificates the Company shall instruct the Warrant Agent to
refrain from causing such issuance of certificates pending clearance of checks
received in payment of the Purchase Price pursuant to such Warrants.
Notwithstanding the foregoing, in the case of payment made in the form of a
check drawn on an account of Royce or CBDC or such other investment banks and
brokerage houses as the Company shall approve in writing to the Warrant Agent,
certificates shall immediately be issued without prior notice to the Company or
any delay. Upon the exercise of any Warrant and clearance of the funds
received, the Warrant Agent shall promptly remit the payment received for the
Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in
writing, subject to the provisions of Sections 4(b) and 4(c) hereof.

                  (b) If, at the Exercise Date in respect of the exercise of
any Warrant after December 5, 1997, (i) the market price of the Company's
Common Stock is greater than the then Purchase Price of the Warrant, (ii) the
exercise of the Warrant was solicited by a member of the National Association
of Securities Dealers, Inc. ("NASD") as designated in writing on the Warrant
Certificate Subscription Form, (iii) the Warrant was not held in a
discretionary account, (iv) disclosure of compensation arrangements was made
both at the time of the original offering and at the time of exercise; and (v)
the solicitation of the exercise of the Warrant was not in violation of Rule
10b-6 (as such rule or any successor rule may be in effect as of such time of
exercise) promulgated under the Securities Exchange Act of 1934, then the
Warrant Agent, simultaneously with the distribution of the Warrant Proceeds to
the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a
fee of five percent (5%) (the "Solicitation Fee") of the Purchase Price to
Royce, as Representative of the Underwriters; provided that either Royce or
CBDC shall have solicited the exercise of the applicable warrant as evidenced
in writing in the Warrant Certificate Subscription Form. Upon receipt of the
solicitation fee from the Warrant Agent, Royce shall in turn, if and as
applicable, forward all (in the event that CBDC solicited the exercise of the
applicable warrant as evidenced in writing in the Warrant Certificate
Subscription Form) or, if unclear whether CBDC solicited the exercise of the
applicable warrant, a portion of the Solicitation Fee to CBDC, to the extent
that Royce, in its sole discretion shall determine (of which a portion may be
reallowed to the dealer who solicited the exercise, which may also be an
Underwriter). In the event the Solicitation Fee is not received within five
days of the date on which the Company receives Warrant Proceeds, then the
Solicitation Fee shall begin accruing interest at an annual rate of prime plus
four percent (4%), payable by the Company to the Underwriters at the time the
Underwriters receives the Solicitation Fee. Within five days after exercise the
Warrant Agent shall send to the Underwriters a copy of the reverse side of each
Warrant exercised. The Underwriters shall reimburse the Warrant Agent, upon
request, for its reasonable expenses relating to compliance with this Section
4(b). In addition, the Underwriters and the Company may at any time during
business hours, examine the records of the Warrant




                                      -5-



<PAGE>




Agent, including its ledger of original Warrant Certificates returned to the
Warrant Agent upon exercise of Warrants. The provisions of this paragraph may
not be modified, amended or deleted without the prior written consent of the
Underwriters.

                  (c) In order to enforce the provisions of Section 4(b) above,
in the event there is any dispute or question as to the amount or payment of
the Solicitation Fee, the Warrant Agent is hereby expressly authorized to
withhold payment to the Company of the Warrant Proceeds unless and until the
Company establishes an escrow account for the purpose of depositing the entire
amount of the Solicitation Fee, which amount will be deducted from the net
Warrant Proceeds to be paid to the Company. The funds placed in the escrow
account may not be released to the Company without a written agreement from
Royce that the required Solicitation Fee has been received by Royce.

                  SECTION 5. Reservation of Shares; Listing; Payment of
                             Taxes; etc.

                  (a) The Company covenants that it will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose
of issue upon exercise of Warrants, such number of shares of Common Stock as
shall then be issuable upon the exercise of all outstanding Warrants. The
Company covenants that all shares of Common Stock which shall be issuable upon
exercise of the Warrants shall, at the time of delivery, be duly and validly
issued, fully paid, nonassessable and free from all taxes, liens and charges
with respect to the issue thereof, (other than those which the Company shall
promptly pay or discharge), and that upon issuance such shares shall be listed
on each national securities exchange on which the other shares of outstanding
Common Stock of the Company are then listed or shall be eligible for inclusion
in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares
of outstanding Common Stock of the Company are so included.

                  (b) The Company covenants that if any securities to be
reserved for the purpose of exercise of Warrants hereunder require registration
with, or approval of, any governmental authority under any federal securities
law before such securities may be validly issued or delivered upon such
exercise, then the Company will in good faith and as expeditiously as
reasonably possible, endeavor to secure such registration or approval. The
Company will use reasonable efforts to obtain appropriate approvals or
registrations under state "blue sky" securities laws. With respect to any such
securities, however, Warrants may not be exercised by, or shares of Common
Stock issued to, any Registered Holder in any state in which such exercise
would be unlawful.

                  (c) The Company shall pay all documentary, stamp or similar
taxes and other governmental charges that may be imposed with respect to the
issuance of Warrants, or the issuance or delivery of any shares upon exercise
of the Warrants; provided, however, that if the shares of Common Stock are to
be delivered in a name other than the name of the Registered Holder of the
Warrant Certificate representing any Warrant being exercised, then no such
delivery



                                      -6-



<PAGE>



shall be made unless the person requesting the same has paid to the
Warrant Agent the amount of transfer taxes or charges incident thereto, if any.

                  (d) The Warrant Agent is hereby irrevocably authorized to
requisition the Company's Transfer Agent from time to time for certificates
representing shares of Common Stock issuable upon exercise of the Warrants,
and the Company will authorize the Transfer Agent to comply with all such
proper requisitions. The Company will file with the Warrant Agent a statement
setting forth the name and address of the Transfer Agent of the Company for
shares of Common Stock issuable upon exercise of the Warrants.

                  SECTION 6. Exchange and Registration of Transfer.

                  (a) Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants of the same
class or may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Warrant Agent at its Corporate Office,
and upon satisfaction of the terms and provisions hereof, the Company shall
execute and the Warrant Agent shall countersign, issue and deliver in exchange
therefor the Warrant Certificate or Certificates which the Registered Holder
making the exchange shall be entitled to receive.

                  (b) The Warrant Agent shall keep at its office books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and the transfer thereof in accordance with its
regular practice. Upon due presentment for registration of transfer of any
Warrant Certificate at such office, the Company shall execute and the Warrant
Agent shall issue and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate number of Warrants.

                  (c) With respect to all Warrant Certificates presented for
registration or transfer, or for exchange or exercise, the subscription form on
the reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form satisfactory to
the Company and the Warrant Agent, duly executed by the Registered Holder or
his attorney-in-fact duly authorized in writing.

                  (d) A service charge may be imposed by the Warrant Agent for
any exchange or registration of transfer of Warrant Certificates. In addition,
the Company may require payment by such holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.

                  (e) All Warrant Certificates surrendered for exercise or for
exchange in case of mutilated Warrant Certificates shall be promptly cancelled
by the Warrant Agent and thereafter retained by the Warrant Agent until
termination of this Agreement or resignation as Warrant Agent, or, with the
prior written consent of the Underwriters, disposed of or destroyed, at the
direction of the Company.



                                      -7-

<PAGE>




                  (f) Prior to due presentment for registration of transfer
thereof, the Company and the Warrant Agent may deem and treat the Registered
Holder of any Warrant Certificate as the absolute owner thereof and of each
Warrant represented thereby (notwithstanding any notations of ownership or
writing thereon made by anyone other than a duly authorized officer of the
Company or the Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.


                  SECTION 7. Loss or Mutilation. Upon receipt by the Company
and the Warrant Agent of evidence satisfactory to them of the ownership of and
loss, theft, destruction or mutilation of any Warrant Certificate and (in case
of loss, theft or destruction) of indemnity satisfactory to them, and (in the
case of mutilation) upon surrender and cancellation thereof, the Company shall
execute and the Warrant Agent shall ( in the absence of notice to the Company
and/or Warrant Agent that the Warrant Certificate has been acquired by a bona
fide purchaser) countersign and deliver to the Registered Holder in lieu
thereof a new Warrant Certificate of like tenor representing an equal aggregate
number of Warrants. Applicants for a substitute Warrant Certificate shall
comply with such other reasonable regulations and pay such other reasonable
charges as the Warrant Agent may prescribe.

                  SECTION 8. Redemption.

                  (a) Subject to the provisions of paragraph 2(f) hereof, on
not less than thirty (30) days notice given at any time after December 5, 1997
(the "Redemption Notice"), to Registered Holders of the Warrants being
redeemed, the Warrants may be redeemed, at the option of the Company, at a
redemption price of $0.05 per Warrant, provided the Market Price of the Common
Stock receivable upon exercise of such Warrants shall exceed $11.50 (the
"Target Price"), subject to adjustment as set forth in Section 8(f), below.
Market Price shall mean (i) the average of the closing bid price of the Common
Stock, as reported by Nasdaq, if the Common Stock is traded on the Nasdaq
SmallCap Market, or (ii) the average of the closing sales prices as reported by
the primary exchange on which the Common Stock is traded, if the Common Stock
is traded on a national securities exchange, or by Nasdaq, if the Common Stock
is traded on the Nasdaq National Market in any case for twenty (20) consecutive
business days ending on the Calculation Date. All Warrants of a class must be
redeemed if any of that class are redeemed, provided that the Warrants
underlying the Unit Purchase Option may only be redeemed in compliance with and
subject to the terms and conditions of the Unit Purchase Option. For purposes
of this Section 8, the Calculation Date shall mean a date within five days of
the mailing of the Redemption Notice. The date fixed for redemption of the
Warrants is referred to herein as the "Redemption Date".

                  (b) If the conditions set forth in Section 8(a) are met, and
the Company desires to exercise its right to redeem the Warrants, it shall
request Royce to mail a Redemption Notice to each of the Registered Holders of
the Warrants to be redeemed, first class, postage prepaid, not later than the
thirtieth day before the date fixed for redemption, at their last address as
shall appear on the records maintained pursuant to Section 6(b). Any notice
mailed in the manner


                                      -8-


<PAGE>



provided herein shall be conclusively presumed to have been duly given whether
or not the Registered Holder receives such notice.

                  (c) The Redemption Notice shall specify (i) the redemption
price, (ii) the Redemption Date, (iii) the place where the Warrant Certificates
shall be delivered and the redemption price paid, (iv) that the Underwriters
will assist each Registered Holder of a Warrant in connection with the exercise
thereof and (v) that the right to exercise the Warrant shall terminate at 5:00
P.M. (New York time) on the business day immediately preceding the Redemption
Date. No failure to mail such notice nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for such
redemption except as to a Registered Holder (a) to whom notice was not mailed
or (b) whose notice was defective. An affidavit of the Warrant Agent or of the
Secretary or an Assistant Secretary of the Underwriters or the Company that
notice of redemption has been mailed shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

                  (d) Any right to exercise a Warrant shall terminate at 5:00
P.M. (New York time) on the business day immediately preceding the Redemption
Date. On and after the Redemption Date, Registered Holders of the Warrants
shall have no further rights except to receive, upon surrender of the Warrant,
the Redemption Price.

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

                  (f) If the shares of the Company's Common Stock are
subdivided or combined into a greater or smaller number of shares of Common
Stock, the Target Price shall be proportionally adjusted by the ratio which the
total number of shares of Common Stock outstanding immediately prior to such
event bears to the total number of shares of Common Stock to be outstanding
immediately after such event.

                  SECTION 9. Adjustment of Exercise Price and Number of Shares
                             of Common Stock or Warrants.

                  (a) Subject to the exceptions referred to in Section 9(g)
below, in the event the Company shall, at any time or from time to time after
the date hereof, sell any shares of Common Stock for a consideration per share
less than the Market Price of the Common Stock (as defined in Section 8, except
that for purposes of Section 9, the Calculation Date shall mean the date of the



                                      -9-


<PAGE>



sale or other transaction referred to in this Section 9) on the Calculation
Date or issue any shares of Common Stock as a stock dividend to the holders of
Common Stock, or subdivide or combine the outstanding shares of Common Stock
into a greater or lesser number of shares (any such sale, issuance, subdivision
or combination being herein called a "Change of Shares"), then, and thereafter
upon each further Change of Shares, the Purchase Price in effect immediately
prior to such Change of Shares shall be changed to a price (including any
applicable fraction of a cent) determined by multiplying the Purchase Price in
effect immediately prior thereto by a fraction, the numerator of which shall be
the sum of the number of shares of Common Stock outstanding immediately prior
to the issuance of such additional shares and the number of shares of Common
Stock which the aggregate consideration received (determined as provided in
subsection 9(f)(F) below) for the issuance of such additional shares would
purchase at the Market Price and the denominator of which shall be the sum of
the number of shares of Common Stock outstanding immediately after the issuance
of such additional shares. Such adjustment shall be made successively whenever
such an issuance is made.

                  Upon each adjustment of the Purchase Price pursuant to this
Section 9, the total number of shares of Common Stock purchasable upon the
exercise of each Warrant, shall (subject to the provisions contained in Section
9(b) hereof) be such number of shares (calculated to the nearest tenth)
purchasable at the Purchase Price in effect immediately prior to such
adjustment multiplied by a fraction, the numerator of which shall be the
Purchase Price in effect immediately prior to such adjustment and the
denominator of which shall be the Purchase Price in effect immediately after
such adjustment.

                  (b) The Company may elect, upon any adjustment of the
Purchase Price hereunder, to adjust the number of Warrants outstanding, in lieu
of the adjustment in the number of shares of Common Stock purchasable upon the
exercise of each Warrant as hereinabove provided, so that each Warrant
outstanding after such adjustment shall represent the right to purchase one
share of Common Stock. Each Warrant held of record prior to such adjustment of
the number of Warrants shall become that number of Warrants (calculated to the
nearest tenth) equal to the fraction, the numerator of which shall be the
Purchase Price in effect immediately prior to such adjustment and the
denominator of which shall be the Purchase Price in effect immediately after
such adjustment. Upon each adjustment of the number of Warrants pursuant to
this Section 9, the Company shall, as promptly as practicable, cause to be
distributed to each Registered Holder of Warrant Certificates on the date of
such adjustment Warrant Certificates evidencing, subject to Section 10 hereof,
the number of additional Warrants to which such Holder shall be entitled as a
result of such adjustment or, at the option of the Company, cause to be
distributed to such Holder in substitution and replacement for the Warrant
Certificates held by him prior to the date of adjustment (and upon surrender
thereof, if required by the Company) new Warrant Certificates evidencing the
number of Warrants to which such Holder shall be entitled after such
adjustment.

                  (c) In case of any reclassification, capital reorganization
or other change of outstanding shares of Common Stock, or in case of any
consolidation or merger of the Company




                                     -10-


<PAGE>



with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock), or in case of any sale or conveyance to another corporation
of the property of the Company as, or substantially as, an entirety (other than
a sale/leaseback, mortgage or other financing transaction), the Company shall
cause effective provision to be made so that each holder of a Warrant then
outstanding shall have the right thereafter, by exercising such Warrant, to
purchase the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock that might have been purchased upon exercise
of such Warrant immediately prior to such reclassification, capital
reorganization or other change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section 9. The Company shall not effect any such consolidation, merger or sale
unless prior to or simultaneously with the consummation thereof the successor
(if other than the Company) resulting from such consolidation or merger or the
corporation purchasing assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the Warrant Agent, the
obligation to deliver to the holder of each Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holders may be entitled to purchase and the other obligations of the Company
under this Agreement. The foregoing provisions shall similarly apply to
successive reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.

                  (d) Irrespective of any adjustments or changes in the
Purchase Price or the number of shares of Common Stock purchasable upon
exercise of the Warrants, the Warrant Certificates theretofore and thereafter
issued shall, unless the Company shall exercise its option to issue new Warrant
Certificates pursuant to Section 2(f) hereof, continue to express the Purchase
Price per share, the number of shares purchasable thereunder and the Redemption
Price therefor as the Purchase Price per share, and the number of shares
purchasable and the Redemption Price therefor were expressed in the Warrant
Certificates when the same were originally issued.

                  (e) After each adjustment of the Purchase Price pursuant to
this Section 9, the Company will promptly prepare a certificate signed by the
Chairman or President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, of the Company setting forth: (i) the
Purchase Price as so adjusted, (ii) the number of shares of Common Stock
purchasable upon exercise of each Warrant after such adjustment and, if the
Company shall have elected to adjust the number of Warrants, the number of
Warrants to which the Registered Holder of each Warrant shall then be entitled,
and the adjustment in Redemption Price resulting therefrom, and (iii) a
statement of the facts accounting for such adjustment and showing in detail the
method of calculation and the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or to be
received by the Company for any securities issued or sold or deemed to have
been issued, (b) the number of shares of Common


                                     -11-



<PAGE>



Stock outstanding or deemed to be outstanding, and (c) the Purchase Price in
effect immediately prior to such issue or sale and as adjusted and readjusted
(if required by Section 9) on account thereof. The Company will promptly file
such certificate with the Warrant Agent and furnish a copy thereof to be sent
by ordinary first class mail to the Underwriters and to each Registered Holder
of Warrants at his last address as it shall appear on the registry books of the
Warrant Agent. No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect the validity thereof except as to the holder to
whom the Company failed to mail such notice, or except as to the holder whose
notice was defective. The Company will, upon the written request at any time
of the Underwriters, furnish to the Underwriters a report by Ernst & Young LLP,
or other independent public accountants of recognized national standing (which
may be the regular auditors of the Company) selected by the Company to verify
such computation and setting forth such adjustment or readjustment and showing
in detail the method of calculation and the facts upon which such adjustment or
readjustment is based. The Company will also keep copies of all such
certificates and reports at its principal office.

                  (f) For purposes of Section 9(a) and 9(b) hereof, the
following provisions (A) to (F) shall also be applicable:

                           (A) The number of shares of Common Stock outstanding
                  at any given time shall include shares of Common Stock owned
                  or held by or for the account of the Company and the sale or
                  issuance of such treasury shares or the distribution of any
                  such treasury shares shall not be considered a Change of
                  Shares for purposes of said sections.

                           (B) No adjustment of the Purchase Price shall be
                  made unless such adjustment would require an increase or
                  decrease of at least $.10 in the Purchase Price; provided
                  that any adjustments which by reason of this clause (B) are
                  not required to be made shall be carried forward and shall be
                  made at the time of and together with the next subsequent
                  adjustment which, together with any adjustment(s) so carried
                  forward, shall require an increase or decrease of at least
                  $.10 in the Purchase Price then in effect hereunder.

                           (C) In case of (1) the sale by the Company for cash
                  (or as a component of a unit being sold for cash) of any
                  rights or warrants to subscribe for or purchase, or any
                  options for the purchase of, Common Stock or any securities
                  convertible into or exchangeable for Common Stock without the
                  payment of any further consideration other than cash, if any
                  (such securities convertible, exercisable or exchangeable
                  into Common Stock being herein called "Convertible
                  Securities"), or (2) the issuance by the Company, without the
                  receipt by the Company of any consideration therefor, of any
                  rights or warrants to subscribe for or purchase, or any
                  options for the purchase of, Common Stock or Convertible
                  Securities, in each case, if (and only if) the consideration
                  payable to the Company upon the exercise of such rights,
                  warrants or options shall consist of cash, whether or not
                  such rights,



                                      -12-



<PAGE>





                  warrants or options, or the right to convert or
                  exchange such Convertible Securities, are immediately
                  exercisable, and the price per share for which Common Stock
                  is issuable upon the exercise of such rights, warrants or
                  options or upon the conversion or exchange of such
                  Convertible Securities (determined by dividing (x) the
                  minimum aggregate consideration payable to the Company upon
                  the exercise of such rights, warrants or options, plus the
                  consideration, if any, received by the Company for the
                  issuance or sale of such rights, warrants or options, plus,
                  in the case of such Convertible Securities, the minimum
                  aggregate amount of additional consideration, other than such
                  Convertible Securities, payable upon the conversion or
                  exchange thereof, by (y) the total maximum number of shares
                  of Common Stock issuable upon the exercise of such rights,
                  warrants or options or upon the conversion or exchange of
                  such Convertible Securities issuable upon the exercise of
                  such rights, warrants or options) is less than the Market
                  Price of the Common Stock on the date of the issuance or
                  sale of such rights, warrants or options, then the total
                  maximum number of shares of Common Stock issuable upon the
                  exercise of such rights, warrants or options or upon the
                  conversion or exchange of such Convertible Securities
                  (as of the date of the issuance or sale of such rights,
                  warrants or options) shall be deemed to be outstanding
                  shares of Common Stock for purposes of Sections 9(a)
                  and 9(b) hereof and shall be deemed to have been sold
                  for cash in an amount equal to such price per share.

                           (D) In case of the sale by the Company for cash of
                  any Convertible Securities, whether or not the right of
                  conversion or exchange thereunder is immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon the conversion or exchange of such Convertible
                  Securities (determined by dividing (x) the total amount of
                  consideration received by the Company for the sale of such
                  Convertible Securities, plus the minimum aggregate amount of
                  additional consideration, if any, other than such Convertible
                  Securities, payable upon the conversion or exchange thereof,
                  by (y) the total maximum number of shares of Common Stock
                  issuable upon the conversion or exchange of such Convertible
                  Securities) is less than the Market Price of the Common Stock
                  on the date of the sale of such Convertible Securities, then
                  the total maximum number of shares of Common Stock issuable
                  upon the conversion or exchange of such Convertible
                  Securities (as of the date of the sale of such Convertible
                  Securities) shall be deemed to be outstanding shares of
                  Common Stock for purposes of Sections 9(a) and 9(b) hereof
                  and shall be deemed to have been sold for cash in an amount
                  equal to such price per share.

                           (E) In case the Company shall modify the rights of
                  conversion, exchange or exercise of any of the securities
                  referred to in (C) or (D) above or any other securities of
                  the Company convertible, exchangeable or exercisable for
                  shares of Common Stock, for any reason other than an event
                  that would require adjustment to prevent dilution, so that
                  the consideration per share received by the



                                     -13-


<PAGE>



                  Company after such modification is less than the Market Price
                  on the date prior to such modification, the Purchase Price to
                  be in effect after such modification shall be determined by
                  multiplying the Purchase Price in effect immediately prior to
                  such event by a fraction, of which the numerator shall be the
                  number of shares of Common Stock outstanding on the date
                  prior to the modification plus the number of shares of Common
                  Stock which the aggregate consideration receivable by the
                  Company for the securities affected by the modification would
                  purchase at the Market Price and of which the denominator
                  shall be the number of shares of Common Stock outstanding on
                  such date plus the number of shares of Common Stock to be
                  issued upon conversion, exchange or exercise of the modified
                  securities at the modified rate. Such adjustment shall become
                  effective as of the date upon which such modification shall
                  take effect. On the expiration of any such right, warrant or
                  option or the termination of any such right to convert or
                  exchange any such Convertible Securities referred to in
                  Paragraph (C) or (D) above, the Purchase Price then in effect
                  hereunder shall forthwith be readjusted to such Purchase
                  Price as would have obtained (a) had the adjustments made
                  upon the issuance or sale of such rights, warrants, options
                  or Convertible Securities been made upon the basis of the
                  issuance of only the number of shares of Common Stock
                  theretofore actually delivered (and the total consideration
                  received therefor) upon the exercise of such rights, warrants
                  or options or upon the conversion or exchange of such
                  Convertible Securities and (b) had adjustments been made on
                  the basis of the Purchase Price as adjusted under clause (a)
                  for all transactions (which would have affected such adjusted
                  Purchase Price) made after the issuance or sale of such
                  rights, warrants, options or Convertible Securities.

                           (F) In case of the sale for cash of any shares of
                  Common Stock, any Convertible Securities, any rights or
                  warrants to subscribe for or purchase, or any options for the
                  purchase of, Common Stock or Convertible Securities, the
                  consideration received by the Company therefore shall be
                  deemed to be the gross sales price therefor without deducting
                  therefrom any expense paid or incurred by the Company or any
                  underwriting discounts or commissions or concessions paid or
                  allowed by the Company in connection therewith.

                           (G) In case any event shall occur as to which the
                  provisions of Section 9 are not strictly applicable but the
                  failure to make any adjustment would not fairly protect the
                  purchase rights represented by the Warrants in accordance
                  with the essential intent and principles of such Sections,
                  then, in each such case, the Board of Directors of the
                  Company shall in good faith by resolution provide for the
                  adjustment, if any, on a basis consistent with the essential
                  intent and principles established in Section 9, necessary to
                  preserve, without dilution, the purchase rights represented
                  by the Warrants. The Company will promptly make the
                  adjustments described therein.



                                      -14-



<PAGE>



                  (g) No adjustment to the Purchase Price of the Warrants or to
the number of shares of Common Stock purchasable upon the exercise of each
Warrant will be made, however,

                           (i) upon the exercise of any of the options
                  outstanding as of the date of this Agreement under the
                  Company's 1996 Stock Option Plan (the "Plan") for officers,
                  directors and certain other key personnel of the Company; or

                           (ii) upon the issuance or exercise of any other
                  securities which may hereafter be granted or exercised under
                  the Plan or under any other employee benefit plan of the
                  Company approved by stockholders of the Company; or

                           (iii) upon the sale or exercise of the Warrants,
                  including without limitation the sale or exercise of any of
                  the Warrants comprising the Unit Purchase Option or upon the
                  sale or exercise of the Unit Purchase Option; or

                           (iv) upon the sale of any shares of Common Stock or
                  Convertible Securities in a firm commitment underwritten
                  public offering, including, without limitation, shares sold
                  upon the exercise of any overallotment option granted to the
                  underwriters in connection with such offering; or

                           (v) upon the issuance or sale of Common Stock or
                  Convertible Securities upon the exercise of any rights or
                  warrants to subscribe for or purchase, or any options for the
                  purchase of, Common Stock or Convertible Securities, whether
                  or not such rights, warrants or options were outstanding on
                  the date of the original sale of the Warrants or were
                  thereafter issued or sold; or

                           (vi) upon the issuance or sale of Common Stock upon
                  conversion or exchange of any Convertible Securities, whether
                  or not any adjustment in the Purchase Price was made or
                  required to be made upon the issuance or sale of such
                  Convertible Securities and whether or not such Convertible
                  Securities were outstanding on the date of the original sale
                  of the Warrants or were thereafter issued or sold.

                  (h) As used in this Section 9, the term "Common Stock" shall
mean and include the Company's Common Stock authorized on the date of the
original issue of the Units and shall also include any capital stock of any
class of the Company thereafter authorized which shall not be limited to a
fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends and in the distribution of assets upon the voluntary
liquidation, dissolution or winding up of the Company; provided, however, that
the shares issuable upon exercise of the Warrants shall include only shares of
such class designated in the Company's Certificate of Incorporation as Common
Stock on the date of the original issue of the Units or (i), in the case of any
reclassification, change, consolidation, merger, sale or conveyance of the
character referred to in Section 9(c) hereof, the stock, securities or property
provided for in such section or (ii), in the


                                     -15-



<PAGE>



case of any reclassification or change in the outstanding shares of Common
Stock issuable upon exercise of the Warrants as a result of a subdivision or
combination or consisting of a change in par value, or from par value to no
par value, or from no par value to par value, such shares of Common Stock as
so reclassified or changed.

                  (i) If and whenever the Company shall grant to the holders of
Common Stock, as such, rights or warrants to subscribe for or to purchase, or
any options for the purchase of, Common Stock or securities convertible into or
exchangeable for or carrying a right, warrant or option to purchase Common
Stock, the Company shall concurrently therewith grant to each Registered Holder
of the Warrants outstanding, as of the record date for such transaction the
rights, warrants or options to which each Registered Holder would have been
entitled if, on the record date used to determine the stockholders entitled to
the rights, warrants or options being granted by the Company, the Registered
Holder were the holder of record of the number of whole shares of Common Stock
then issuable upon exercise (assuming, for purposes of this Section 9(i), that
exercise of Warrants is permissible during periods prior to the Initial Warrant
Exercise Date) of his Warrants. Such grant by the Company to the holders of the
Warrants shall be in lieu of any adjustment which otherwise might be called for
pursuant to this Section 9.


                  SECTION 10. Fractional Warrants and Fractional Shares.

                  (a) If the number of shares of Common Stock purchasable upon
the exercise of each Warrant is adjusted pursuant to Section 9 hereof, the
Company nevertheless shall not be required to issue fractions of shares, upon
exercise of the Warrants or otherwise, or to distribute certificates that
evidence fractional shares. With respect to any fraction of a share called for
upon the exercise of any Warrant, the Company shall pay to the Holder an amount
in cash equal to such fraction multiplied by the current market value of such
fractional share, determined as follows:

                           (1) If the Common Stock is listed on a national
                  securities exchange or admitted to unlisted trading
                  privileges on such exchange or is traded on the Nasdaq
                  National Market, the current market value shall be the last
                  reported sale price of the Common Stock on such exchange or
                  market on the last business day prior to the date of exercise
                  of this Warrant or if no such sale is made on such day, the
                  average of the closing bid and asked prices for such day on
                  such exchange or market; or

                           (2) If the Common Stock is not listed or admitted to
                  unlisted trading privileges on a national securities exchange
                  or is not traded on the Nasdaq National Market, the current
                  market value shall be the mean of the last reported bid and
                  asked prices reported by the Nasdaq SmallCap Market or, if
                  not traded thereon, by the National Quotation Bureau, Inc. on
                  the last business day prior to the date of the exercise of
                  this Warrant; or



                                      -16-



<PAGE>





                           (3) If the Common Stock is not so listed or admitted
                  to unlisted trading privileges and bid and asked prices are
                  not so reported, the current market value shall be an amount
                  determined in such reasonable manner as may be prescribed by
                  the Board of Directors of the Company.

                  SECTION 11. Warrant Holders Not Deemed Stockholders. No
holder of Warrants shall, as such, be entitled to vote or to receive dividends
or be deemed the holder of Common Stock that may at any time be issuable upon
exercise of such Warrants for any purpose whatsoever, nor shall anything
contained herein be construed to confer upon the holder of Warrants, as such,
any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issue or reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger or
conveyance or otherwise), or to receive notice of meetings, or to receive
dividends or subscription rights, until such holder shall have exercised such
Warrants and been issued shares of Common Stock in accordance with the
provisions hereof.

                  SECTION 12. Rights of Action. All rights of action with
respect to this Agreement are vested in the respective Registered Holders of
the Warrants, and any Registered Holder of a Warrant, without consent of the
Warrant Agent or of the holder of any other Warrant, may, in his own behalf and
for his own benefit, enforce against the Company his right to exercise his
Warrants for the purchase of shares of Common Stock in the manner provided in
the Warrant Certificate and this Agreement.

                  SECTION 13. Agreement of Warrant Holders. Every holder of a
Warrant, by his acceptance thereof, consents and agrees with the Company, the
Warrant Agent and every other holder of a Warrant that:

                  (a) The Warrants are transferable only on the registry books
of the Warrant Agent by the Registered Holder thereof in person or by his
attorney duly authorized in writing and only if the Warrant Certificates
representing such Warrants are surrendered at the office of the Warrant Agent,
duly endorsed or accompanied by a proper instrument of transfer satisfactory to
the Warrant Agent and the Company in their sole discretion, together with
payment of any applicable transfer taxes; and

                  (b) The Company and the Warrant Agent may deem and treat the
person in whose name the Warrant Certificate is registered as the holder and as
the absolute, true and lawful owner of the Warrants represented thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice or knowledge to the contrary, except as otherwise expressly provided
in Section 7 hereof.

                  SECTION 14. Cancellation of Warrant Certificates. If the
Company shall purchase or acquire any Warrant or Warrants, the Warrant
Certificate or Warrant Certificates


                                      -17-



<PAGE>



evidencing the same shall thereupon be delivered to the Warrant Agent and
cancelled by it and retired. The Warrant Agent shall also cancel the Warrant
Certificate or Warrant Certificates following exercise of any or all of the
Warrants represented thereby or delivered to it for transfer or exchange.

                  SECTION 15. Concerning the Warrant Agent. The Warrant Agent
acts hereunder as agent and in a ministerial capacity for the Company, and its
duties shall be determined solely by the provisions hereof. The Warrant Agent
shall not, by issuing and delivering Warrant Certificates or by any other act
hereunder be deemed to make any representations as to the validity, value or
authorization of the Warrant Certificates or the Warrants represented thereby
or of any securities or other property delivered upon exercise of any Warrant
or whether any stock issued upon exercise of any Warrant is fully paid and
nonassessable.

                  The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be
made any adjustment of the Purchase Price or the Redemption Price provided in
this Agreement, or to determine whether any fact exists which may require any
such adjustments, or with respect to the nature or extent of any such
adjustment, when made, or with respect to the method employed in making the
same. It shall not (i) be liable for any recital or statement of facts
contained herein or for any action taken, suffered or omitted by it in reliance
on any Warrant Certificate or other document or instrument believed by it in
good faith to be genuine and to have been signed or presented by the proper
party or parties, (ii) be responsible for any failure on the part of the
Company to comply with any of its covenants and obligations contained in this
Agreement or in any Warrant Certificate, or (iii) be liable for any act or
omission in connection with this Agreement except for its own negligence or
wilful misconduct.

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

                  Any notice, statement, instruction, request, direction, order
or demand of the Company shall be sufficiently evidenced by an instrument
signed by the Chairman of the Board, President, any Vice President, its
Secretary, or Assistant Secretary, (unless other evidence in respect thereof is
herein specifically prescribed). The Warrant Agent shall not be liable for any
action taken, suffered or omitted by it in accordance with such notice,
statement, instruction, request, direction, order or demand believed by it to
be genuine.

                  The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse it for its reasonable
expenses hereunder; it further agrees to indemnify the Warrant Agent and save
it harmless against any and all losses, expenses and liabilities, including
judgments, costs and counsel fees, for anything done or omitted by the


                                      -18-



<PAGE>



Warrant Agent in the execution of its duties and powers hereunder except losses,
expenses and liabilities arising as a result of the Warrant Agent's negligence
or wilful misconduct.

                  The Warrant Agent may resign its duties and be discharged
from all further duties and liabilities hereunder (except liabilities arising
as a result of the Warrant Agent's own negligence or wilful misconduct), after
giving 30 days' prior written notice to the Company. At least 15 days prior to
the date such resignation is to become effective, the Warrant Agent shall cause
a copy of such notice of resignation to be mailed to the Registered Holder of
each Warrant Certificate at the Company's expense. Upon such resignation, or
any inability of the Warrant Agent to act as such hereunder, the Company shall
appoint a new warrant agent in writing. If the Company shall fail to make such
appointment within a period of 15 days after it has been notified in writing of
such resignation by the resigning Warrant Agent, then the Registered Holder of
any Warrant Certificate may apply to any court of competent jurisdiction for
the appointment of a new warrant agent. Any new warrant agent, whether
appointed by the Company or by such a court, shall be a bank or trust company
having a capital and surplus, as shown by its last published report to its
stockholders, of not less than $10,000,000 or a stock transfer company that
is a registered transfer agent under the Securities Exchange Act of 1934, as
amended. After acceptance in writing of such appointment by the new warrant
agent is received by the Company, such new warrant agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance,
conveyance, act or deed; but if for any reason it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act or deed,
the same shall be done at the expense of the Company and shall be legally and
validly executed and delivered by the resigning Warrant Agent. Not later than
the effective date of any such appointment the Company shall file notice thereof
with the resigning Warrant Agent and shall forthwith cause a copy of such notice
to be mailed to the Registered Holder of each Warrant Certificate.

                  Any corporation into which the Warrant Agent or any new
warrant agent may be converted or merged or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a
party or any corporation succeeding to the trust business of the Warrant Agent
shall be a successor warrant agent under this Agreement without any further
act, provided that such corporation is eligible for appointment as successor to
the Warrant Agent under the provisions of the preceding paragraph. Any such
successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed to the Company and to the Registered Holder of each
Warrant Certificate.

                  The Warrant Agent, its subsidiaries and affiliates, and any
of its or their officers or directors, may buy and hold or sell Warrants or
other securities of the Company and otherwise deal with the Company in the same
manner and to the same extent and with like effects as though it were not
Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in
any other capacity for the Company or for any other legal entity.



                                      -19-



<PAGE>



                  SECTION 16. Modification of Agreement. Subject to the
provisions of Section 4(b), the parties hereto and the Company may by
supplemental agreement make any changes or corrections in this Agreement (i)
that they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or manifest mistake or error herein
contained; (ii) to reflect an increase in the number of Warrants which are to
be governed by this Agreement resulting from a subsequent public offering of
Company securities which includes Warrants having the same terms and conditions
as the Warrants originally covered by or subsequently added to this Agreement
under this Section 16; or (iii) that they may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Warrant
Certificates; provided, however, that this Agreement shall not otherwise be
modified, supplemented or altered in any respect except with the consent in
writing of the Registered Holders of Warrant Certificates representing not less
than 50% of the Warrants then outstanding; and provided, further, that no
change in the number or nature of the securities purchasable upon the exercise
of any Warrant, or the Purchase Price therefor, or the acceleration of the
Warrant Expiration Date, shall be made without the consent in writing of the
Registered Holder of the Warrant Certificate representing such Warrant, other
than such changes as are specifically prescribed by this Agreement as
originally executed or are made in compliance with applicable law.

                  SECTION 17. Notices. All notices, requests, consents and
other communications hereunder shall be in writing and shall be deemed to have
been made when delivered or mailed first class registered or certified mail,
postage prepaid as follows: if to the Registered Holder of a Warrant
Certificate, at the address of such holder as shown on the registry books
maintained by the Warrant Agent; if to the Company, at 888 Seventh Avenue, 40th
Floor, New York, New York 10019, attention: Robert M. Gutkowski, President, or
at such other address as may have been furnished to the Warrant Agent in
writing by the Company; if to the Warrant Agent, at its Corporate Office; if to
Royce, at Royce Investment Group, Inc., 199 Crossways Park Drive, Woodbury, NY
11797; if to CBDC, at Continental Broker-Dealer Corporation, One Old Country
Road, Carle Place, NY 11514.

                  SECTION 18. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws.

                  SECTION 19. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the Company and, the Warrant Agent and their
respective successors and assigns, and the holders from time to time of Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law,
or to impose upon any other person any duty, liability or obligation.

                  SECTION 20. Termination. This Agreement shall terminate at
the close of business on the earlier of the Warrant Expiration Date or the date
upon which all Warrants (including the warrants issuable upon exercise of the
Unit Purchase Options) have been exercised,


                                      -20-



<PAGE>



except that the Warrant Agent shall account to the Company for cash held by it
and the provisions of Section 15 hereof shall survive such termination.

                  SECTION 21. Counterparts. This Agreement may be executed in
several counterparts, which taken together shall constitute a single document.



                                      -21-



<PAGE>



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

                                     THE MARQUEE GROUP, INC.

                            By:      /s/ Robert Gutkowski
                                     ------------------------------
                                     Authorized Officer

                                     CONTINENTAL STOCK TRANSFER
                                              & TRUST COMPANY

                            By:      /s/ Steve Nelson
                                     ------------------------------
                                     Authorized Officer


                                     ROYCE INVESTMENT GROUP, INC.


                            By:      /s/ Anthony Sarkis
                                     ------------------------------
                                              Authorized Officer


                                     CONTINENTAL BROKER-DEALER
                                                 CORPORATION

                            By:      ______________________________
                                              Authorized Officer


<PAGE>



                                   EXHIBIT A

                     [FORM OF FACE OF WARRANT CERTIFICATE]


No.  W                                                      ____ Warrants


                           VOID AFTER December 5, 2001

                         WARRANT CERTIFICATE FOR PURCHASE
                                   OF COMMON STOCK

                               The Marquee Group, Inc.


                  This certifies that FOR VALUE RECEIVED __________________ or
registered assigns (the "Registered Holder") is the owner of the number of
Warrants ("Warrants") specified above. Each Warrant represented hereby
initially entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Warrant Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.01 par value ("Common Stock"), of The Marquee Group, Inc., a Delaware
corporation (the "Company"), at any time between the Separation Date (as
defined in the Warrant Agreement) and the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with
the Subscription Form on the reverse hereof duly executed, at the corporate
office of Continental Stock Transfer & Trust Company as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $7.50 (the "Purchase
Price") in lawful money of the United States of America in cash or by official
bank or certified check made payable to The Marquee Group, Inc.

                  This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated
December 5, 1996 by and among the Company, the Warrant Agent, Royce Investment
Group, Inc. ("Royce") and Continental Broker-Dealer Corporation ("CBDC").

                  In the event of certain contingencies provided for in the
Warrant Agreement, the Purchase Price or the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.

                  Each Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional shares of Common Stock will be
issued. In the case of the exercise of less than all the Warrants represented
hereby, the Company shall cancel this Warrant Certificate


                                      A-1



<PAGE>



upon the surrender hereof and shall execute and deliver a new Warrant
Certificate or Warrant Certificates of like tenor, which the Warrant Agent
shall countersign, for the balance of such Warrants.

                  The term "Expiration Date" shall mean 5:00 P.M. (New York
time) on December 5, 2001 or such earlier date as the Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a day on
which banks are authorized to close, then the Expiration Date shall mean 5:00
P.M. (New York time) the next following day which in the State of New York is
not a holiday or a day on which banks are authorized to close.

                  The Company shall not be obligated to deliver any securities
pursuant to the exercise of the Warrants represented hereby unless a
registration statement under the Securities Act of 1933, as amended, with
respect to such securities is effective. The Company has covenanted and agreed
that it will file a registration statement and will use its best efforts to
cause the same to become effective and to keep such registration statement
current while any of the Warrants are outstanding. The Warrants represented
hereby shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.

                  This Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Warrant Agent,
for a new Warrant Certificate or Warrant Certificates of like tenor
representing an equal aggregate number of Warrants, each of such new Warrant
Certificates to represent such number of Warrants as shall be designated by
such Registered Holder at the time of such surrender. Upon due presentment with
of any tax or other governmental charge imposed in connection therewith, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefor,
subject to the limitations provided in the Warrant Agreement.

                  Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

                  The Warrants represented hereby may be redeemed at the option
of the Company, at a redemption price of $.05 per Warrant at any time after
December 5, 1997 provided the Market Price (as defined in the Warrant
Agreement) for the Common Stock shall exceed $11.50 per share. Notice of
redemption shall be given not later than the thirtieth day before the date
fixed for redemption, all as provided in the Warrant Agreement. On and after
the date fixed for redemption, the Registered Holder shall have no rights with
respect to the Warrants represented hereby except to receive the $.05 per
Warrant upon surrender of this Warrant Certificate.

                  Prior to due presentment for registration of transfer hereof,
the Company and the Warrant Agent may deem and treat the Registered Holder as
the absolute owner hereof and of


                                      A-2



<PAGE>



each Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company or the Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.

                  The Company has agreed to pay a fee of 5% of the Purchase
Price upon certain conditions as specified in the Warrant Agreement upon the
exercise of the Warrants represented hereby.

                  This Warrant Certificate shall be governed by and construed
in accordance with the laws of the State of New York.

                  This Warrant Certificate is not valid unless countersigned by
the Warrant Agent.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or in facsimile, by two of its
officers thereunto duly authorized and a facsimile of its corporate seal to be
imprinted hereon.

                                     THE MARQUEE GROUP, INC.

Dated: ____________                  By:      ______________________________


                                     By:      ______________________________

[seal]

Countersigned:

_________________________________
           as Warrant Agent


By ______________________________
          Authorized Officer





                                      A-3



<PAGE>



                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                [TRANSFER FEE: $_______ PER CERTIFICATE ISSUED]

                               SUBSCRIPTION FORM

                    To Be Executed by the Registered Holder
                         in Order to Exercise Warrants


                  The undersigned Registered Holder hereby irrevocably elects
to exercise _______ Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of

           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


                         _____________________________
                         _____________________________
                         _____________________________
                         _____________________________
                    [please print or type name and address]


and be delivered to


                         _____________________________
                         _____________________________
                         _____________________________
                         _____________________________
                    [please print or type name and address]


and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.



                                      A-4



<PAGE>



                  The undersigned represents that the exercise of the Warrants
evidenced hereby was solicited by a member of the National Association of
Securities Dealers, Inc. If not solicited by an NASD member, please write
"unsolicited" in the space below. Unless otherwise indicated by listing the
name of another NASD member firm, it will be assumed that the exercise was
solicited by Royce Investment Group, Inc.


                                  ____________________________________
                                           (Name of NASD Member)


Dated:                            X        _________________________________

                                  ____________________________________

                                  ____________________________________
                                                Address


                                  ____________________________________
                                     Taxpayer Identification Number


                                  ____________________________________
                                     Signature Guaranteed


                                  ____________________________________






THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.



                                      A-5



<PAGE>



                                   ASSIGNMENT


                    To Be Executed by the Registered Holder
                          in Order to Assign Warrants


FOR VALUE RECEIVED, __________________  hereby sells, assigns and transfers unto


           PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
                                 OF TRANSFEREE


                         ___________________________
                         ___________________________
                         ___________________________
                         ___________________________
                    [please print or type name and address]


_________________ of the Warrants represented by this Warrant Certificate, and
hereby irrevocably constitutes and appoints
____________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.


Dated:________________             X     ______________________________
                                              Signature Guaranteed


                                   ____________________________________


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.



                                      A-6