<PAGE>
                                                                     EXHIBIT 4.3


THE SALE AND ISSUANCE OF THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT
IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS
IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION
OR (ii) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY
TO THE COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY
STATE OR OTHER JURISDICTION.

WARRANT NO. ST-___                                              _________ SHARES
                                                         (subject to adjustment)

DATED:  July ____, 2001

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                             OAKHURST COMPANY, INC.

                            Void after July 18, 2011
This certifies that for value received, ___________________, or registered
assigns (the "Holder") is entitled, subject to the terms set forth below, to
purchase from Oakhurst Company, Inc., a Delaware corporation (the "Company")
Forty-Eight Thousand Six Hundred Eighty-Eight (48,688) shares (the "Warrant
Shares") of the Common Stock, $0.01 par value per share, of the Company (the
"Common Stock") upon surrender hereof, at the principal office of the Company
referred to below, with the subscription form attached hereto duly executed, and
simultaneous payment therefor in lawful money of the United States or otherwise
as hereinafter provided, at the Exercise Price set forth in Section 2 below. The
number, character and Exercise Price of such shares of Common Stock are subject
to adjustment as provided below. The term "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution or exchange therefor as
provided herein. This Warrant is issued effective as of the date set forth above
(the "Warrant Issue Date") and is one of a series of warrants issued in
connection with that certain Transaction Agreement of even date herewith between
the Company, the Holder and others (the "Transaction Agreement.")

1.   EXERCISE TERM OF WARRANT. Subject to the terms and conditions set forth
     herein and except as provided below, this Warrant shall be exercisable, in
     whole or in part, during the term commencing on the date that is fifty-four
     (54) months after the Warrant Issue Date and ending at 5:00 p.m., Eastern
     Time on the tenth (10th) anniversary of the Warrant Issue Date, and shall
     be void thereafter. Notwithstanding the foregoing, this Warrant shall
     become exercisable commencing immediately prior to the occurrence of any
     event described in Section 11(a) below that results in a person or group of
     persons acquiring more than fifty percent (50%) of the issued and
     outstanding capital stock of the Company on a fully-diluted basis. For
     purposes of this Warrant, a "person" shall be deemed to include natural
     persons, firms, corporations, partnerships, associations, joint ventures,
     joint stock companies, trusts, unincorporated organizations and any other
     private or

<PAGE>


     public entities, whether or not any of the foregoing are acting on their
     behalf or in a representative capacity.

2.   EXERCISE PRICE. The Exercise Price at which this Warrant may be exercised
     shall be equal to One Dollar and Fifty Cents ($1.50) per share. The
     Exercise Price shall be subject to adjustment as provided below.

3.   EXERCISE OF WARRANT.

     (a)  The purchase rights represented by this Warrant are exercisable by the
          Holder in whole or in part at any time, or from time to time, during
          the term hereof as set forth in Section 1, above, by the surrender of
          this Warrant and the Notice of Exercise attached as Annex I hereto
          duly completed and executed on behalf of the Holder, at the principal
          office of the Company (or such other office or agency of the Company
          as it may designate by notice in writing to the Holder at the address
          of the Holder appearing on the books of the Company), upon payment by
          cashier's check payable to the Company or by wire transfer of the
          purchase price of the shares to be purchased.

     (b)  This Warrant shall be deemed to have been exercised at 5:00 p.m.
          Eastern Time on the date of its surrender for exercise as provided
          above, and the person entitled to receive the shares of Common Stock
          issuable upon such exercise shall be treated for all purposes as the
          holder of record of such shares at such date and time. As promptly as
          practicable on or after such date and in any event within ten (10)
          days thereafter, the Company at its expense shall issue and deliver to
          the person or persons entitled to receive the same a certificate or
          certificates for the number of shares issuable upon such exercise. In
          the event that this Warrant is exercised in part, the Company at its
          expense shall execute and deliver a new Warrant of like tenor
          exercisable for the number of shares for which this Warrant may then
          be exercised.

     (c)  Notwithstanding the provisions of Section 3(a), above, the Holder may
          at its option elect to pay some or all of the purchase price payable
          upon an exercise of this Warrant by canceling a portion of this
          Warrant exercisable for such number of Warrant Shares as is determined
          by applying the following formula:

                                           Y(A-B)
                                      X = --------
                                              A

       where:

                   X = The number of Warrant Shares to be issued to the Holder.
                   Y = The number of shares of Common Stock being purchased
                       under this Warrant as set forth on the Exercise Form.
                   A = The Fair Market Value per share of Common Stock.
                   B = The Exercise Price.

     (d)  For purposes of this Warrant, the "Fair Market Value" per share of
          Common Stock shall be determined as follows:

          (i)  If the Common Stock is listed on a national securities exchange,
               the Nasdaq National Market or another nationally recognized
               trading system as of the exercise date, the Fair Market Value per
               share of Common Stock shall be deemed to be the average of the
               high and low reported sale prices per share of Common Stock
               thereon on the trading day immediately preceding the exercise
               date


                                                                    Page 2 of 16
<PAGE>


               (provided that if no such price is reported on such day, the Fair
               Market Value per share of Common Stock shall be determined
               pursuant to the following clause (ii)); and

          (ii) if the Common Stock is not listed on a national securities
               exchange, the Nasdaq National Market or another nationally
               recognized trading system as of the Exercise Date, the Fair
               Market Value per share of Common Stock shall be deemed to be the
               amount most recently determined by the Board of Directors of the
               Company to represent the fair market value per share of the
               Common Stock. Upon request of the Holder, the Board of Directors
               (or a representative thereof) shall promptly notify the Holder of
               the Fair Market Value per share of Common Stock. Notwithstanding
               the foregoing, if the Board of Directors has not made such a
               determination within the three-month period prior to the exercise
               date, then the Board of Directors shall make a determination of
               the Fair Market Value per share of the Common Stock within
               fifteen (15) days of a request by the Holder that it do so; and
               the exercise of this Warrant pursuant to this subsection shall be
               delayed until such determination is made.

     4.   NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
          representing fractional shares shall be issued upon the exercise of
          this Warrant. In lieu of any fractional share to which the Holder
          would otherwise be entitled, the Company shall make a cash payment
          equal to the Fair Market Value per share of Common Stock multiplied by
          such fraction.

     5.   REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
          to the Company of the loss, theft, destruction or mutilation of this
          Warrant and, in the case of loss, theft or destruction, on delivery of
          an indemnity agreement reasonably satisfactory in form and substance
          to the Company or, in the case of mutilation, on surrender and
          cancellation of this Warrant, the Company at its expense shall execute
          and deliver, in lieu of this Warrant, a new warrant of like tenor and
          amount.

     6.   RIGHTS OF STOCKHOLDERS. Subject to Sections 9 and 11 of this Warrant,
          the Holder, as such, shall not be entitled to vote or receive
          dividends or be deemed the holder of Common Stock or any other
          securities of the Company that may at any time be issuable on the
          exercise hereof for any purpose, nor shall anything contained herein
          be construed to confer upon the Holder, 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, issuance of stock,
          reclassification of stock, change of par value, or change of stock to
          no par value, consolidation, merger, conveyance, or otherwise) or to
          receive notice of meetings, or to receive dividends or subscription
          rights or otherwise until this Warrant shall have been exercised as
          provided herein.

     7.   TRANSFER OF WARRANT.

          (a)  Warrant Register. The Company shall maintain a register (the
               "Warrant Register") containing the names and addresses of the
               Holder or Holders. Any Holder of this Warrant or any portion
               thereof may change his address as shown on the Warrant Register
               by written notice to the Company requesting such change. Any
               notice or written communication required or permitted to be given
               to the Holder may be delivered or given by mail to such Holder as
               shown on the Warrant Register and at the address shown on the
               Warrant Register. Until this Warrant is transferred on the


                                                                    Page 3 of 16
<PAGE>


               Warrant Register, the Company may treat the Holder as shown on
               the Warrant Register as the absolute owner of this Warrant for
               all purposes, notwithstanding any notice to the contrary.

          (b)  Warrant Agent. The Company may, by written notice to the Holder,
               appoint an agent for the purpose of maintaining the Warrant
               Register, issuing the Common Stock or other securities then
               issuable upon the exercise of this Warrant, exchanging this
               Warrant, replacing this Warrant, or any or all of the foregoing.
               Thereafter, any such registration, issuance, exchange, or
               replacement, as the case may be, shall be made at the office of
               such agent.

          (c)  Transferability and Non-negotiability of Warrant.

               (i)   This Warrant may not be transferred or assigned in whole or
                     in part without compliance with all applicable federal and
                     state securities laws by the transferor and the transferee
                     (including the delivery of investment representation
                     letters and legal opinions reasonably satisfactory to the
                     Company, if such are reasonably requested by the Company.)

               (ii)  Notwithstanding the foregoing, no registration or opinion
                     of counsel shall be required for (A) a transfer by the
                     Holder to an affiliate, provided that the transferee agrees
                     in writing to be subject to all of the terms of this
                     Warrant; or (B) a transfer made in accordance with Rule 144
                     under the Act.

               (iii) Subject to the foregoing restrictions, this Warrant may be
                     transferred by endorsement (by the Holder executing the
                     Assignment Form attached as Annex II hereto) and delivery
                     in the same manner as a negotiable instrument transferable
                     by endorsement and delivery.

          (d)  Exchange of Warrant Upon a Transfer. On surrender of this Warrant
               for exchange, properly endorsed on the Assignment Form and
               subject to the provisions of this Warrant with respect to
               compliance with the Act and with the limitations on assignments
               and transfers contained in this Section 7, the Company at its
               expense shall issue to or on the order of the Holder a new
               warrant or warrants of like tenor, in the name of the Holder or
               as the Holder (on payment by the Holder of any applicable
               transfer taxes) may direct, for the number of shares issuable
               upon exercise hereof.

          (e)  Compliance with Securities Laws. The Holder of this Warrant, by
               acceptance hereof, acknowledges (i) that this Warrant and the
               shares of Common Stock to be issued upon exercise hereof are
               being acquired solely for the Holder's own account and not as a
               nominee for any other party, and for investment, and (ii) that
               the Holder shall not offer, sell or otherwise dispose of this
               Warrant or any shares of Common Stock to be issued upon exercise
               hereof except under circumstances that will not result in a
               violation of the Act or any state securities laws. Upon exercise
               of this Warrant, the Holder shall, if requested by the Company,
               confirm in writing, in a form reasonably satisfactory to the
               Company, that the shares of Common Stock so purchased are being
               acquired solely for the Holder's own account and not as a nominee
               for any other party, for investment, and not with a view toward
               distribution or resale.

     8.   RESERVATION OF STOCK. The Company covenants that during the term that
          this Warrant is exercisable, the Company shall reserve from its
          authorized and unissued Common Stock a sufficient number of shares to
          provide for the issuance of Common Stock upon the exercise of this
          Warrant and, from time to time, shall take all steps necessary to
          amend its


                                                                    Page 4 of 16
<PAGE>


          Certificate of Incorporation to provide sufficient reserves of shares
          of Common Stock issuable upon exercise of this Warrant. The Company
          further covenants that all shares that may be issued upon the exercise
          of rights represented by this Warrant, and payment of the Exercise
          Price, all as set forth herein, will be free from all taxes, liens and
          charges in respect of the issue thereof (other than taxes in respect
          of any transfer occurring contemporaneously or otherwise specified
          herein). The Company agrees that its issuance of this Warrant shall
          constitute full authority to its officers who are charged with the
          duty of executing stock certificates to execute and issue the
          necessary certificates for shares of Common Stock upon the exercise of
          this Warrant.

     9.   NOTICES.

          (a)  Whenever the Exercise Price or number of shares purchasable
               hereunder shall be adjusted pursuant to Section 11 hereof, the
               Company shall issue a certificate signed by its Chief Financial
               or Chief Executive Officer setting forth, in reasonable detail,
               the event requiring the adjustment, the amount of the adjustment,
               the method by which such adjustment was calculated, and the
               Exercise Price and number of shares purchasable hereunder after
               giving effect to such adjustment, and shall cause a copy of such
               certificate to be mailed by first-class mail, postage prepaid, to
               the Holder of this Warrant. To the extent that the Company has
               prior knowledge of such event, it shall use commercially
               reasonable efforts to give the Holder at least ten (10) days
               prior written notice thereof, and to the extent it does not have
               such knowledge, it shall give the Holder notice of the adjustment
               within fifteen (15) days after such event.

          (b)  In the event--

               (i)   that the Company shall take a record of the holders of its
                     Common Stock (or other stock or securities at the time
                     receivable upon the exercise of this Warrant) for the
                     purpose of entitling them to receive any dividend or other
                     distribution, or any right to subscribe for or purchase any
                     shares of stock of any class or any other securities, or to
                     receive any other right; or

               (ii)  of any capital reorganization of the Company, any
                     reclassification of the capital stock of the Company, any
                     consolidation or merger of the Company with or into another
                     corporation, or any conveyance of all or substantially all
                     of the assets of the Company to another corporation; or

               (iii) of any voluntary dissolution, liquidation or winding-up of
                     the Company, then, and in each such case, the Company shall
                     mail or cause to be mailed to the Holder or Holders a
                     notice specifying, as the case may be, (A) the date on
                     which a record is to be taken for the purpose of such
                     dividend, distribution or right, and stating the amount and
                     character of such dividend, distribution or right; or (B)
                     the date on which such reorganization, reclassification,
                     consolidation, merger, conveyance, dissolution, liquidation
                     or winding-up is to take place, and the time, if any is to
                     be fixed, as of which the holders of record of Common Stock
                     (or such stock or securities at the time receivable upon
                     the exercise of this Warrant) shall be entitled to exchange
                     their shares of Common Stock (or such other stock or
                     securities) for securities or other property deliverable
                     upon such reorganization, reclassification, consolidation,
                     merger, conveyance, dissolution, liquidation or winding-up.
                     Such notice shall be mailed at least 15 days prior to the
                     date therein specified.


                                                                    Page 5 of 16
<PAGE>


          (c)  All such notices, advice and communications shall be deemed to
               have been received (i) in the case of personal delivery, on the
               date of such delivery and (ii) in the case of mailing, on the
               third business day following the date of such mailing.

     10.  AMENDMENTS & WAIVERS.

          (a)  Subject to the provisions of Section 13(e), any term of this
               Warrant may be amended with the written consent of the Company
               and the Holder provided that such amendment does not give the
               Holder any priority or rights that are substantially greater than
               those of other holders of the Company's warrants.

          (b)  No waivers of, or exceptions to, any term, condition or provision
               of this Warrant, in any one or more instances, shall be deemed to
               be, or construed as, a further or continuing waiver of or
               exception to any such term, condition or provision.

     11.  ADJUSTMENTS. The Exercise Price and the number of shares purchasable
          hereunder are subject to adjustment from time to time as follows:

          (a)  Merger, Sale of Assets, etc.

               (i)  If at any time while this Warrant or any portion hereof is
                    outstanding and unexpired, there shall be (A) a
                    reorganization (other than a combination, reclassification,
                    exchange or subdivision of shares otherwise provided for
                    herein); (B) a merger or consolidation of the Company with
                    or into another corporation in which the Company is not the
                    surviving entity or a merger (including a reverse triangular
                    merger) in which the Company is the surviving entity but the
                    shares of the Company's capital stock outstanding
                    immediately prior to the merger are converted by virtue of
                    the merger into other property, whether in the form of
                    securities, cash, or otherwise; or (C) a sale or transfer of
                    the Company's properties and assets as, or substantially as,
                    an entirety to any other person, then, as a part of such
                    reorganization, merger, consolidation, sale or transfer,
                    lawful provision shall be made so that the holder of this
                    Warrant shall thereafter be entitled to receive upon
                    exercise of this Warrant, during the period specified herein
                    and upon payment of the Exercise Price then in effect, the
                    number of shares of stock or other securities or property of
                    the successor corporation resulting from such
                    reorganization, merger, consolidation, sale or transfer that
                    a holder of the shares deliverable upon exercise of this
                    Warrant would have been entitled to receive in such
                    reorganization, consolidation, merger, sale or transfer if
                    this Warrant had been exercised immediately before such
                    reorganization, consolidation, merger, sale or transfer, all
                    subject to further adjustment as provided in this Section
                    11.

               (ii) Notwithstanding the foregoing sentence, if (A) there shall
                    occur any reorganization, consolidation, merger, sale or
                    transfer involving the Company in which the Common Stock is
                    converted into or exchanged for anything other than solely
                    equity securities; (B) the common stock of the acquiring or
                    surviving company is publicly traded; and (C) the acquiring
                    or surviving company agrees to the following, then, as part
                    of any such reorganization, recapitalization, consolidation
                    or merger, (1) the Holder shall have the right thereafter to
                    receive upon the exercise of this Warrant such number of
                    shares of common stock of the acquiring or surviving company
                    as is determined by multiplying (x) the number of shares of
                    Common Stock then subject to this Warrant by (y) a fraction,
                    the numerator of which is the Fair Market Value per share of
                    Common Stock as of the effective date of such transaction,
                    and the denominator of which is the fair


                                                                    Page 6 of 16
<PAGE>


                     market value per share of common stock of the acquiring or
                     surviving company as of the effective date of such
                     transaction, as determined in good faith by the Board of
                     Directors of the Company (using the principles set forth in
                     Section 3(d) to the extent applicable); and (2) the
                     exercise price per share of common stock of the acquiring
                     or surviving company shall be the Exercise Price divided by
                     the fraction referred to in clause (y) above.

               (iii) The foregoing provisions of this Section 11(a) shall
                     similarly apply to successive reorganizations,
                     consolidations, mergers, sales and transfers and to the
                     stock or securities of any other corporation that are at
                     the time receivable upon the exercise of this Warrant. If
                     the per share consideration payable to the holder hereof
                     for shares in connection with any such transaction is in a
                     form other than cash or marketable securities, then the
                     value of such consideration shall be determined in good
                     faith by the Company's Board of Directors. In all events,
                     appropriate adjustment (as determined in good faith by the
                     Company's Board of Directors) shall be made in the
                     application of the provisions of this Warrant with respect
                     to the rights and interest of the Holder after the
                     transaction, to the end that the provisions of this Warrant
                     shall be applicable after that event, as near as reasonably
                     may be, in relation to any shares or other property
                     deliverable after that event upon exercise of this Warrant.

          (b)  Reclassification, etc. If the Company, at any time while this
               Warrant or any portion hereof remains outstanding and unexpired,
               by reclassification of securities or otherwise, shall change any
               of the securities as to which purchase rights under this Warrant
               exist into the same or a different number of securities of any
               other class or classes, this Warrant shall thereafter represent
               the right to acquire such number and kind of securities as would
               have been issuable as the result of such change with respect to
               the securities that were subject to the purchase rights under
               this Warrant immediately prior to such reclassification or other
               change and the Exercise Price therefor shall be appropriately
               adjusted, all subject to further adjustment as provided in this
               Section 11.

          (c)  Split, Subdivision or Combination of Shares. If the Company at
               any time while this Warrant or any portion hereof remains
               outstanding and unexpired, shall split, subdivide or combine the
               securities as to which purchase rights under this Warrant exist,
               into a different number of securities of the same class, the
               Exercise Price for such securities shall be proportionately
               decreased, and the number of shares of such securities for which
               this Warrant may be exercised shall be proportionately increased,
               in the case of a split or subdivision, or the Exercise Price for
               such securities shall be proportionately increased and the number
               of shares of such securities for which this Warrant may be
               exercised shall be proportionately decreased, in the case of a
               combination.

          (d)  Adjustments for Dividends in Stock or Other Securities or
               Property. If at any time while this Warrant or any portion hereof
               remains outstanding and unexpired the holders of the securities
               as to which purchase rights under this Warrant exist at the time
               shall have received, or, on or after the record date fixed for
               the determination of eligible stockholders, shall have become
               entitled to receive, without payment therefor, other or
               additional stock or other securities or property (other than
               cash) of the Company by way of dividend, then and in each case,
               this Warrant shall represent the right to acquire, in addition to
               the number of shares of the security receivable upon exercise of
               this Warrant, and without payment of any additional consideration
               therefor, the amount of such other or additional stock or other
               securities or property (other than cash) of the Company that such
               holder would hold on the date of such exercise had it been the
               holder of record of the security receivable


                                                                    Page 7 of 16
<PAGE>


               upon exercise of this Warrant on the date hereof and had
               thereafter, during the period from the date hereof to and
               including the date of such exercise, retained such shares and/or
               all other additional stock available by it as aforesaid during
               such period, giving effect to all adjustments called for during
               such period by the provisions of this Section 11. Notwithstanding
               the foregoing, the Company agrees that it shall not make or
               authorize any cash dividend or other distribution of property
               (other than securities) on its capital stock to any holders
               thereof unless the Warrant is or is made to become exercisable at
               such date and shall remain exercisable from such date until the
               10th anniversary of the Warrant Issue Date.

          (e)  Adjustment For Diluting Issuances.

               (i)  For purposes of this Section 11(e), the following
                    definitions shall apply:

                    (A)  "Convertible Securities" shall mean any evidences of
                         indebtedness, shares or other securities directly or
                         indirectly convertible into or exchangeable for Common
                         Stock other than Excluded Securities (as defined
                         below;)

                    (B)  "Options" shall mean rights, options or warrants to
                         subscribe for, purchase or otherwise acquire Common
                         Stock or Convertible Securities, other than Excluded
                         Securities;

                    (C)  "Additional Shares of Common Stock" shall mean all
                         shares of Common Stock issued (or deemed to be issued)
                         by the Company after the Warrant Issue Date, other
                         than:

                         (1)  shares of Common Stock issued or issuable upon
                              conversion or exchange of any Convertible
                              Securities outstanding on the Warrant Issue Date;

                         (2)  Excluded Securities; or

                         (3)  shares of Common Stock issued or issuable by
                              reason of a dividend, stock split, split-up or
                              other distribution on shares of Common Stock that
                              are covered elsewhere in this Section 11.

                    (D)  "Excluded Securities" shall mean Common Stock issued to
                         officers, employees, or directors of, or consultants
                         to, the Company (including officers, employees, or
                         directors of, or consultants to its affiliates),
                         pursuant to any agreement, plan, or arrangement that
                         has been approved by the Board of Directors of the
                         Company, or options to purchase or rights to subscribe
                         for such Common Stock or securities by their terms
                         convertible into or exchangeable for such Common Stock,
                         or options to purchase or rights to subscribe for such
                         convertible or exchangeable securities, in each case as
                         approved by the Board of Directors; provided, however,
                         that to the extent the number of shares of Common Stock
                         issued or issuable pursuant to all such agreements,
                         plans, arrangements, options and rights exceed an
                         aggregate of ten percent (10%) of the Common Stock
                         outstanding from time to time on a fully diluted basis,
                         such shares shall not be considered Excluded
                         Securities.

               (ii) In the event the Company shall at any time after the Warrant
                    Issue Date issue Additional Shares of Common Stock, without
                    consideration


                                                                    Page 8 of 16
<PAGE>


                     or for a consideration per share less than the Exercise
                     Price in effect immediately prior to such issue, then and
                     in such event, the Exercise Price shall be reduced,
                     concurrently with such issue, to the price (calculated to
                     the nearest cent) determined by multiplying such Exercise
                     Price by a fraction, (A) the numerator of which shall be
                     (1) the number of shares of Common Stock outstanding
                     immediately prior to such issue plus (2) the number of
                     shares of Common Stock which the aggregate consideration
                     received or to be received by the Company for the total
                     number of Additional Shares of Common Stock so issued would
                     purchase at such Exercise Price; and (B) the denominator of
                     which shall be the number of shares of Common Stock
                     outstanding immediately prior to such issue plus the number
                     of such Additional Shares of Common Stock so issued;
                     provided that, (x) for the purpose of this Section 11(e),
                     all shares of Common Stock issuable upon conversion or
                     exchange of Convertible Securities outstanding immediately
                     prior to such issue shall be deemed to be outstanding, and
                     (ii) the number of shares of Common Stock deemed issuable
                     upon conversion or exchange of such outstanding Convertible
                     Securities shall not give effect to any adjustments to the
                     conversion or exchange price or conversion or exchange rate
                     of such Convertible Securities resulting from the issuance
                     of Additional Shares of Common Stock that is the subject of
                     this calculation. In addition, the number of Warrant Shares
                     purchasable upon the exercise of this Warrant shall be
                     changed to the number determined by dividing (i) an amount
                     equal to the number of shares issuable upon the exercise of
                     this Warrant immediately prior to such adjustment,
                     multiplied by the Exercise Price in effect immediately
                     prior to such adjustment, by (ii) the Exercise Price in
                     effect immediately after such adjustment.

               (iii) If the Company at any time or from time to time after the
                     Warrant Issue Date shall issue any Options or Convertible
                     Securities or shall fix a record date for the determination
                     of holders of any class of securities entitled to receive
                     any such Options or Convertible Securities, then the
                     maximum number of shares of Common Stock (as set forth in
                     the instrument relating thereto without regard to any
                     provision contained therein for a subsequent adjustment of
                     such number) issuable upon the exercise of such Options or,
                     in the case of Convertible Securities and Options therefor,
                     the conversion or exchange of such Convertible Securities,
                     shall be deemed to be Additional Shares of Common Stock
                     issued as of the time of such issue or, in case such a
                     record date shall have been fixed, as of the close of
                     business on such record date, provided that Additional
                     Shares of Common Stock shall not be deemed to have been
                     issued unless the consideration per share of such
                     Additional Shares of Common Stock would be less than the
                     Exercise Price in effect on the date of and immediately
                     prior to such issue, or such record date, as the case may
                     be, and provided further that in any such case in which
                     Additional Shares of Common Stock are deemed to be issued:
                     (i) no further adjustment in the Exercise Price shall be
                     made upon the subsequent issue of Convertible Securities or
                     shares of Common Stock upon the exercise of such Options or
                     conversion or exchange of such Convertible Securities; (ii)
                     if such Options or Convertible Securities by their terms
                     provide, with the passage of time or otherwise, for any
                     increase or decrease in the consideration payable to the
                     Company, then upon the exercise, conversion or exchange
                     thereof, the Exercise Price computed upon the original
                     issue thereof (or upon the occurrence of a record date with
                     respect thereto), and any subsequent adjustments based
                     thereon,


                                                                    Page 9 of 16
<PAGE>


                     shall, upon any such increase or decrease becoming
                     effective, be recomputed to reflect such increase or
                     decrease insofar as it affects such Options or the rights
                     of conversion or exchange under such Convertible
                     Securities; (iii) upon the expiration or termination of any
                     such unexercised Option, the Exercise Price shall not be
                     readjusted; (iv) in the event of any change in the number
                     of shares of Common Stock issuable upon the exercise,
                     conversion or exchange of any such Option or Convertible
                     Security, including, but not limited to, a change resulting
                     from the anti-dilution provisions thereof, the Exercise
                     Price then in effect shall forthwith be readjusted to such
                     Exercise Price as would have obtained had the adjustment
                     which was made upon the issuance of such Option or
                     Convertible Security not exercised, converted or exchanged
                     prior to such change been made upon the basis of such
                     change; and (v) no readjustment pursuant to clause (ii) or
                     (iv) above shall have the effect of increasing the Exercise
                     Price to an amount which exceeds the lower of (A) the
                     Exercise Price on the original adjustment date, or (B) the
                     Exercise Price that would have resulted from any issuances
                     of Additional Shares of Common Stock between the original
                     adjustment date and such readjustment date. In the event
                     the Company, after the Warrant Issue Date, amends the terms
                     of any such Options or Convertible Securities (whether such
                     Options or Convertible Securities were outstanding on the
                     Warrant Issue Date or were issued after the Warrant Issue
                     Date), then such Options or Convertible Securities, as so
                     amended, shall be deemed to have been issued after the
                     Warrant Issue Date and the provisions of this Section
                     11(e)(iii) shall apply.

               (iv)  The consideration per share received by the Company for
                     Additional Shares of Common Stock deemed to have been
                     issued pursuant to Section 11(e)(iii), relating to Options
                     and Convertible Securities, shall be determined by
                     dividing: (i)the total amount, if any, received or
                     receivable by the Company as consideration for the issue of
                     such Options or Convertible Securities, plus the minimum
                     aggregate amount of additional consideration (as set forth
                     in the instruments relating thereto, without regard to any
                     provision contained therein for a subsequent adjustment of
                     such consideration) payable to the Company upon the
                     exercise of such Options or the conversion or exchange of
                     such Convertible Securities, or in the case of Options for
                     Convertible Securities, the exercise of such Options for
                     Convertible Securities and the conversion or exchange of
                     such Convertible Securities, by (ii) the maximum number of
                     shares of Common Stock (as set forth in the instruments
                     relating thereto, without regard to any provision contained
                     therein for a subsequent adjustment of such number)
                     issuable upon the exercise of such Options or the
                     conversion or exchange of such Convertible Securities.

          (f)  Certificate as to Adjustments. Upon the occurrence of each
               adjustment or readjustment pursuant to this Section 11, the
               Company at its expense shall promptly compute such adjustment or
               readjustment in accordance with the terms hereof and furnish to
               each Holder of this Warrant a certificate setting forth such
               adjustment or readjustment and showing in detail the facts upon
               which such adjustment or readjustment is based. The Company
               shall, upon the written request, at any time, of any such Holder,
               furnish or cause to be furnished to such Holder a like
               certificate setting forth (i) such adjustments and readjustments;
               (ii) the Exercise Price at the time in effect; and (iii) the
               number of shares and the amount, if any, of other property that
               at the time would be received upon the exercise of the Warrant.


                                                                   Page 10 of 16
<PAGE>


          (g)  No Impairment. The Company shall not, by amendment of its
               Certificate of Incorporation 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 to be
               observed or performed hereunder by the Company, but shall at all
               times in good faith assist in the carrying out of all the
               provisions of this Section 11 and in the taking of all such
               action as may be necessary or appropriate in order to protect the
               rights of the Holder of this Warrant against impairment.

          (h)  The Company represents to the Holder that attached hereto as
               Annex IV is a complete and accurate list of the capitalization of
               the Company including a complete and accurate list of (i) all
               outstanding shares of Common Stock of the Company on a fully
               diluted basis (assuming the conversion into, or exercise for,
               Common Stock of all securities, including warrants and options,
               convertible into or exercisable for, Common Stock,) indicating in
               each such case (A) the number and class or series of Company
               shares subject to each option and warrant and (for Company shares
               other than Common Stock) the number of share of Common Stock (if
               any) into which such Company shares are convertible; (B) the
               exercise price, date of grant, vesting schedule and expiration
               date for each option or warrant; and (C) any terms regarding the
               acceleration of vesting; (ii) all stock option plans and other
               stock or equity-related plans of the Company, including an
               indication of the number of shares issuable thereunder; and (iii)
               an estimate of the shares and warrants anticipated to be issued
               in the contemplated transaction with Sterling Construction
               Company.

     12.  REGISTRATION RIGHTS. Whenever the Company proposes to file a
          registration statement other than on Forms S-4 or S-8 (and any
          successors thereto) under the Act with respect to the Common Stock (a
          "Registration Statement") at any time and from time to time, prior to
          such filing it will give written notice to the Holder of its intention
          to do so. Upon the written request of the Holder given within twenty
          (20) days after the Company provides such notice (which request shall
          state the Holder's intended method of disposition of such shares), the
          Company shall use commercially reasonable efforts to cause all Warrant
          Shares which the Company has been requested by the Holder to register
          to be registered under the Act to the extent necessary to permit their
          sale or other disposition in accordance with the intended methods of
          distribution specified in the request of the Holder. If the
          registration for which the Company gives such notice is a registered
          public offering involving an underwriting, the Company shall so advise
          the Holder and the right of the Holder to include its Warrant Shares
          in such registration shall be conditioned upon the Holder's
          participation in such underwriting on the terms thereof, which terms,
          however, shall be no more onerous to the Holder than the terms
          applicable to all stockholders registering shares under the
          Registration Statement, and if the managing underwriter determines
          that marketing factors require a limitation of the number of shares to
          be underwritten, the number of Warrant Shares to be included in the
          Registration Statement shall be accordingly reduced; provided however,
          that the number of shares that the Holder shall be entitled to include
          shall not be less than its pro rata share of the shares to be
          registered by it and by the holders of the Sterling Warrants (as
          defined below), or the shares issuable hereunder and thereunder, based
          on the number of shares issuable under this Warrant in relation to the
          shares issuable hereunder and under the Sterling Warrant.


                                                                   Page 11 of 16
<PAGE>


          (a)  Registration Procedures. In connection with the filing by the
               Company of a Registration Statement, the Company shall furnish to
               the Holder a copy of the prospectus, including a preliminary
               prospectus, in conformity with the requirements of the Act. The
               Company shall use commercially reasonable efforts to register or
               qualify the Warrant Shares covered by the Registration Statement
               under the securities laws of each state of the United States;
               provided, however, that the Company shall not be required in
               connection with this Section 12(a) to qualify as a foreign
               corporation or execute a general consent to service of process in
               any jurisdiction. If the Company has delivered preliminary or
               final prospectuses to the Holder and after having done so the
               prospectus is amended or supplemented to comply with the
               requirements of the Act, the Company shall promptly notify the
               Holder and, if requested by the Company, the Holder shall
               immediately cease making offers or sales of shares under the
               Registration Statement and return all prospectuses to the
               Company. The Company shall promptly provide the Holder with
               revised or supplemented prospectuses and, following receipt of
               the revised or supplemented prospectuses, the Holder shall be
               free to resume making offers and sales under the Registration
               Statement. The Company shall pay the expenses incurred by it in
               complying with its obligations under this Section 12, including
               all registration and filing fees, exchange listing fees, fees and
               expenses of counsel for the Company, and fees and expenses of
               accountants for the Company, but excluding (i) any brokerage
               fees, selling commissions or underwriting discounts incurred by
               the Holder in connection with sales under the Registration
               Statement and (ii) the fees and expenses of any counsel retained
               by Holder.

          (b)  Requirements of Holder. The Company shall not be required to
               include any Warrant Shares in the Registration Statement unless:

               (i)  the Holder furnishes to the Company in writing such
                    information regarding the Holder and the proposed sale of
                    Warrant Shares by the Holder as the Company may reasonably
                    request in writing in connection with the Registration
                    Statement or as shall be required in connection therewith by
                    the U.S. Securities and Exchange Commission or any state
                    securities law authorities;

               (ii) the Holder shall have provided to the Company its written
                    agreement:

                    (A)  to indemnify the Company and each of its directors and
                         officers (collectively the "Company Indemnitees")
                         against, and hold the Company Indemnitees harmless
                         from, any losses, claims, damages, expenses or
                         liabilities to which the Company Indemnitees may become
                         subject by reason of any untrue statement of a material
                         fact contained in the Registration Statement or any
                         omission to state therein a fact required to be stated
                         therein or necessary to make the statements therein not
                         misleading, insofar as such losses, claims, damages,
                         expenses or liabilities arise out of, or are based
                         upon, information furnished to the Company by the
                         Holder for use in the Registration Statement or are in
                         conformity with, a written statement by the Holder
                         furnished pursuant to Section 12(b)(i); and

                    (B)  to report to the Company sales made pursuant to the
                         Registration Statement.

          (c)  Indemnification. The Company agrees to indemnify and hold
               harmless the Holder against any losses, claims, damages, expenses
               or liabilities to which Holder may become subject by reason of
               any untrue statement of a material fact contained in the


                                                                   Page 12 of 16
<PAGE>


               Registration Statement or any omission to state therein a fact
               required to be stated therein or necessary to make the statements
               therein not misleading, except insofar as such losses, claims,
               damages, expenses or liabilities arise out of or are based upon
               information furnished to the Company by the Holder for use in the
               Registration Statement or are in conformity with, a written
               statement by the Holder furnished pursuant to Section 12(b)(i).

     13.  GENERAL.

          (a)  Governing Law. This Warrant shall be governed by and construed
               according to the laws of the State of Delaware.

          (b)  Delays or Omissions. No delay or omission to exercise any right,
               power, or remedy accruing to either party upon any breach or
               default under this Warrant, shall be deemed a waiver of any other
               breach or default theretofore or thereafter occurring. Any
               waiver, permit, consent, or approval of any kind or character on
               the part of either party of any breach or default under this
               Warrant, or any waiver on the part of either party of any
               provisions or conditions of this Warrant, must be in writing and
               signed by the party to be bound thereby. All remedies, either
               under this Warrant or by law or otherwise afforded to either of
               the parties, shall be cumulative and not alternative.

          (c)  Captions. Captions of sections have been added only for
               convenience and shall not be deemed to be a part of this Warrant.

          (d)  Receipt. Upon the receipt of this Warrant, _________________
               shall execute and deliver to the Company the form of Receipt
               attached hereto as Annex III.

          (e)  The Company has agreed that this Warrant and the other warrants
               or rights to purchase Common Stock issuable pursuant to the
               Transaction Agreement shall at all times be substantially the
               same from an economic viewpoint (other than the number of shares
               issuable thereunder and the differences in their issue dates) as
               the warrant issued to KTI, Inc. dated July 3, 2001

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by an
officer thereunto duly authorized.

OAKHURST COMPANY, INC.



By:
   -------------------------------------------
    Robert M. Davies, Chief Executive Officer



                                                                   Page 13 of 16
<PAGE>



                                     ANNEX I
                               NOTICE OF EXERCISE

TO: Oakhurst Company, Inc.:

(1)      The undersigned hereby irrevocably elects to purchase _____ shares of
         Common Stock of Oakhurst Company, Inc. pursuant to the terms of the
         attached Warrant, and tenders herewith payment of the purchase price
         for such shares in full consisting of $______ in lawful money of the
         United States; or the cancellation of such portion of the attached
         Warrant as is exercisable for a total of __________ Warrant Shares
         (using a Fair Market Value per share of Common Stock of $________ for
         purposes of this calculation).

(2)      In exercising this Warrant, the undersigned hereby confirms and
         acknowledges that the shares of Common Stock are being acquired solely
         for the account of the undersigned and not as a nominee for any other
         party, and for investment, and that the undersigned shall not offer,
         sell or otherwise dispose of any such shares of Common Stock except
         under circumstances that will not result in a violation of the
         Securities Act of 1933, as amended, or any state securities laws.

(3)      Please issue a certificate or certificates representing said shares of
         Common Stock, and pay any cash for any fractional share to:

NAME                          ADDRESS                         NUMBER OF SHARES



(4)      Please issue a new Warrant for the unexercised portion of the attached
         Warrant in the name of the undersigned and/or, if the undersigned has
         completed an Assignment Form in the form of Annex II to this Warrant,
         in such other names and amounts as is specified in such Assignment
         Form.


Dated:                                      Holder:
       ---------------------                        ----------------------------

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

                                                                   Page 14 of 16
<PAGE>



                                    ANNEX II
                                 ASSIGNMENT FORM

For value received, the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the within Warrant, with respect to the number of shares
of Common Stock set forth below:

and does hereby irrevocably constitute and appoint Attorney __________________
to make such transfer on the books of Oakhurst Company, Inc. maintained for such
purpose, with full power of substitution in the premises.

NAME                              ADDRESS                       NUMBER OF SHARES



The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired for investment and that the Assignee shall
not offer, sell or otherwise dispose of this Warrant or any shares of stock to
be issued upon exercise hereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any state
securities laws.

Further, the Assignee has acknowledged that upon exercise of this Warrant, the
Assignee shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of stock so purchased are being
acquired for investment and not with a view toward distribution or resale.

Dated:                                      Holder:
       ---------------------                        ----------------------------

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


                                                                   Page 15 of 16
<PAGE>



                                    ANNEX III
                                 WARRANT RECEIPT

The undersigned ________________ hereby acknowledges and represents to Oakhurst
Company, Inc. (the "Company") (i) that it has received that certain Warrant To
Purchase Common Stock dated July 18, 2001 covering the shares of the common
stock, $0.01 par value per share, of the Company provided for in the first
paragraph of such warrant (the "Warrant;") and (ii) that on the date hereof the
Warrant has a nominal value, is speculative in nature, and that there is
substantial risk that the Warrant will not be exercised.




                                                       Dated:             , 2001
-------------------                                           ------------

                                                                   Page 16 of 16