Exhibit C  
   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 REQUIREMENT-S OF THE SECURITIES ACT AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.  SUPERIOR TELECOM INC.  WARRANT  Warrant No.
  AGI-1
  
  Dated: December 27, 2001  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 200,000 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 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.  2 
   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
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  3 
   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 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  4 
   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.  (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  5 
   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 amended only in writing signed by the Company and
the Holder and their successors and assigns.  7 
   (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 theINTERNALlaws 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.  (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  8 
   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: