==============================================================================



                              WARRANT AGREEMENT

                           Dated as of May 1, 2000,



                                   between



                            WILLCOX & GIBBS, INC.



                                     and



                            WILLCOX & GIBBS, INC.,
                               as Warrant Agent


==============================================================================



<PAGE>






                              TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I      DEFINITIONS..............................................     1

      SECTION 1.01.  Definitions........................................     1

ARTICLE II     ISSUANCE, EXECUTION AND TRANSFER OF WARRANT
               CERTIFICATES.............................................     5

      SECTION 2.01.  Form of Warrant Certificates.......................     5
      SECTION 2.02.  Execution of Warrant Certificates..................     5
      SECTION 2.03.  Issuance, Delivery and Registration of
                     Warrant Certificates...............................     5
      SECTION 2.04.  Transfer and Exchange of Warrant Certificates......     6

ARTICLE III    WARRANT PRICE, EXPIRATION DATE AND EXERCISE OF
               WARRANTS.................................................     6

      SECTION 3.01.  Warrant Price; Expiration Date.....................     6
      SECTION 3.02.  Exercise of Warrants...............................     6
      SECTION 3.03.  No Fractional Shares to Be Issued..................     8
      SECTION 3.04.  Acquisition of Warrants by the Company;
                     Cancellation of Warrants...........................     8
      SECTION 3.05.  Certain Additional Terms of Exercise...............     9

ARTICLE IV     ADJUSTMENT OF WARRANT PRICE, TRIGGER PRICES,
               SHARES OF COMMON STOCK PURCHASABLE AND NUMBER OF
               WARRANTS.................................................     9

      SECTION 4.01.  Adjustment of Warrant Price and Trigger
                     Prices.............................................     9
      SECTION 4.02.  Adjustment of Shares of Common Stock
                     Purchasable Upon Exercise of Warrants..............    13
      SECTION 4.03.  Election to Adjust Warrants instead of
                     Shares Per Warrant.................................    13
      SECTION 4.04.  No Fractional Warrants to Be Issued................    14
      SECTION 4.05.  Rights Upon Consolidation, Merger, Sale,
                     Transfer or Reclassification.......................    15
      SECTION 4.06.  Covenant to Reserve Shares for Issuance on
                     Exercise...........................................    16
      SECTION 4.07.  Compliance with Governmental Requirements;
                     Suspension of Exercise of Warrants.................    17
      SECTION 4.08.  Payment of Taxes on Stock Certificates
                     Issued upon Exercise...............................    17
      SECTION 4.09.  Warrant Agent Not Responsible for
                     Adjustments or Validity of Stock...................    17



<PAGE>



                              TABLE OF CONTENTS
                                 (Continued)

                                                                          PAGE

      SECTION 4.10.  Statements on Warrants.............................    18
      SECTION 4.11.  Issuance of Class A Common Stock in Lieu of
                     Class B Common Stock...............................    18

ARTICLE V      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
               WARRANTS.................................................    18

      SECTION 5.01.  No Rights as Stockholders..........................    18
      SECTION 5.02.  Mutilated or Missing Warrant Certificates..........    18
      SECTION 5.03.  Delivery of Prospectuses...........................    19

ARTICLE VI     CONCERNING THE WARRANT AGENT.............................    19

      SECTION 6.01.  Payment of Certain Taxes...........................    19
      SECTION 6.02.  Change of Warrant Agent............................    19
      SECTION 6.03.  Compensation; Further Assurances...................    21
      SECTION 6.04.  Reliance on Counsel................................    21
      SECTION 6.05.  Proof of Actions Taken.............................    21
      SECTION 6.06.  Correctness of Statements..........................    21
      SECTION 6.07.  Validity of Agreement..............................    21
      SECTION 6.08.  Use of Agents......................................    22
      SECTION 6.09.  Liability of Warrant Agent.........................    22
      SECTION 6.10.  Legal Proceedings..................................    22
      SECTION 6.11.  Other Transactions in Securities of the
                     Company............................................    22
      SECTION 6.12.  Actions as Agent...................................    22
      SECTION 6.13.  Appointment and Acceptance of Agency...............    23

ARTICLE VII    MISCELLANEOUS PROVISIONS.................................    23

      SECTION 7.01.  Supplements and Amendments.........................    23
      SECTION 7.02.  Successors and Assigns.............................    23
      SECTION 7.03.  Notices............................................    23
      SECTION 7.04.  Applicable Law.....................................    24
      SECTION 7.05.  Benefits of this Agreement.........................    24
      SECTION 7.06.  Registered Warrantholders..........................    24
      SECTION 7.07.  Inspection of Agreement............................    25
      SECTION 7.08.  Headings...........................................    25
      SECTION 7.09.  Counterparts.......................................    25

Signatures and Seals ...................................................    26
Exhibit A - Form of Warrant Certificate ................................   A-1


<PAGE>







                              WARRANT AGREEMENT

            THIS AGREEMENT (this "AGREEMENT"), dated as of May 1, 2000, is made
by and between WILLCOX & GIBBS, INC., a Delaware corporation (the "COMPANY"),
and the Warrant Agent, as defined herein.

                                 WITNESSETH:

            WHEREAS, on February 24, 2000, the Company and certain of its
subsidiaries filed a Joint Plan of Reorganization (as it may be further amended
or modified, the "PLAN") under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the District of Delaware (the
"BANKRUPTCY COURT");

            WHEREAS, pursuant to Section IV.D.1, of the Plan, which was
confirmed by an order of the Bankruptcy Court dated April 3, 2000, the Company
proposes to issue and deliver to the Holders of Allowed Interests in Class 7 (as
defined in the Plan) its warrant certificates evidencing warrants to acquire up
to an aggregate of 1,170,253 shares, subject to adjustment, of Class B Common
Stock of the Company;

            WHEREAS, the Company wishes the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to act in connection with the
issuance, exchange, transfer, substitution and exercise of Warrants; and

            WHEREAS, the Company desires to enter into this Agreement to set
forth the terms and conditions of the Warrants and the rights of the holders
thereof.

            NOW THEREFORE in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

                                  ARTICLE I

                                 DEFINITIONS

            SECTION 1.01. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

            AFFILIATE: of any Person, any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such Person. For purposes of this definition, "control" when used with respect
to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            BANKRUPTCY COURT: the United States Bankruptcy Court for the
District of Delaware.


<PAGE>

            BOARD OF DIRECTORS: the Board of Directors of the Company.

            BUSINESS DAY: any day of the week other than a Saturday, Sunday or a
day which shall be in New York, New York or in the city in which the principal
office of the Warrant Agent is located a day on which banking institutions are
authorized or required by law to close.

            CHANGE OF CONTROL: the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act); (ii) the adoption of a plan relating to the liquidation, dissolution or
winding-up of the Company; (iii) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, or more than 50% of the Common Stock of the
Company entitled to elect a majority of the directors of the Company (measured
by voting power rather than number of shares); (iv) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors; or (v) the Company consolidates with, or merges with or
into, any Person, or any Person consolidates with, or merges with or into, the
Company, in any such event pursuant to a transaction in which any of the
outstanding Common Stock entitled to elect a majority of the directors of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Common Stock of the Company entitled
to elect a majority of the directors of the Company outstanding immediately
prior to such transaction is converted into or exchanged for common stock of the
surviving or transferee Person constituting a majority of the voting power of
the outstanding shares of stock of such surviving or transferee Person
(immediately after giving effect to such issuance) entitled to elect a majority
of the directors of the Company.

            CLASS A COMMON STOCK: the Class A Common Stock, $.001 par value per
share, of the Company.

            CLASS B COMMON STOCK: the Class B Common Stock, $.001 par value per
share, of the Company.

            CLOSING PRICE: on any day, means (a) if Class A Common Stock is
listed or admitted for trading on a national securities exchange, the reported
last sales price regular way or, if no such reported sale occurs on such day,
the average of the closing bid and asked prices regular way on such day, in each
case on the principal national securities exchange on which Class A Common Stock
is listed or admitted to trading, or (b) if Class A Common Stock is not listed
or admitted to trading on any national securities exchange, the average of the
closing bid and asked prices in the over-the-counter market on such day as
reported by the National Association of Securities Dealers Automatic Quotation


<PAGE>

System (NASDAQ) or any comparable system or, if not so reported, as reported by
any New York Stock Exchange member firm selected by the Company for such
purpose.

            COMMON STOCK:  Class A Common Stock, Class B Common Stock, and
all other stock of any class or classes (however designated) of the Company,
the holders of which have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference.

            COMPANY: Willcox & Gibbs, Inc., a Delaware corporation.

            CONTINUING DIRECTORS: as of any date of determination, any member of
the Board of Directors of the Company who (i) was named as a member of such
Board of Directors pursuant to the Plan or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

            EFFECTIVE DATE: the meaning set forth in the Plan.

            EXCHANGE ACT: the Securities Exchange Act of 1934, as amended.

            EXPIRATION DATE: In the case of the Series A Warrants, the next
Business Day after the fifth anniversary of the Effective Date; in case of the
Series B Warrants, the next Business Day after the sixth anniversary of the
Effective Date; and in the case of the Series C Warrants, the next Business Day
after the seventh anniversary of the Effective Date.

            HOLDER OF ALLOWED INTERESTS IN CLASS 7: the meaning set forth in the
Plan.

            OFFICERS' CERTIFICATE: the meaning specified in Section 4.01(e).

            PERSON: any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            PLAN: The Joint Plan of Reorganization of the Company and certain of
its subsidiaries, dated as of February 24, 2000, as it may be further amended or
modified.

            SECURITIES ACT: The Securities Act of 1933, as amended.

            SERIES A WARRANTS: the Class B Common Stock Purchase Warrants of the
Company issued pursuant to this Agreement and the Plan, and all warrants issued
in substitution therefor, consisting initially of Class B Common Stock Purchase
Warrants to purchase up to an aggregate of 363,081 shares of Class B Common
Stock, exercisable in accordance with this Agreement on or before the Expiration
Date applicable to such Warrants.

            SERIES B WARRANTS: the Class B Common Stock Purchase Warrants of the
Company issued pursuant to this Agreement and the Plan, and all warrants issued


<PAGE>

in substitution therefor, consisting initially of Class B Common Stock Purchase
Warrants to purchase up to an aggregate of 389,446 shares of Class B Common
Stock, exercisable in accordance with this Agreement on or before the Expiration
Date applicable to such Warrants.

            SERIES C WARRANTS: the Class B Common Stock Purchase Warrants of the
Company issued pursuant to this Agreement and the Plan, and all warrants issued
in substitution therefor, consisting initially of Class B Common Stock Purchase
Warrants to purchase up to an aggregate of 417,726 shares of Class B Common
Stock, exercisable in accordance with this Agreement on or before the Expiration
Date applicable to such Warrants.

            SUBSIDIARY: a corporation, association or other business entity in
which the Company or one or more Subsidiaries owns sufficient voting securities
to enable it or them (as a group) ordinarily, in the absence of contingencies,
to elect a majority of the directors (or persons performing similar functions)
of such business entity.

            TRADING DAY: (a) if Class A Common Stock is listed or admitted for
trading on a national securities exchange, a day on which such securities
exchange shall be open for business, or (b) if Class A Common Stock is not
listed or admitted to trading on any national securities exchange, a day with
respect to which quotations shall be reported (in the over-the-counter market as
reported by the National Association of Securities Dealers Automatic Quotation
System (NASDAQ) or any comparable system or, if not so reported, as reported by
any New York Stock Exchange member firm selected by the Company for such
purpose).

            TRIGGER PRICES: the amounts of $4.00 referred to in Section 3.05(a),
$5.00 referred to in Section 3.05(b) and $6.00 referred to in Section 3.05(c).

            WARRANT AGENT: means the Company or its successors appointed
pursuant to Section 6.02.

            WARRANT AGENT'S OFFICE: means, for so long as the Company shall be
the Warrant Agent, the principal business address of the Company as specified in
Section 7.03, and thereafter, the office or agency maintained by the Warrant
Agent in the Borough of Manhattan, New York, New York or the principal office of
the Warrant Agent.

            WARRANT CERTIFICATES: the meaning specified in Section 2.01.

            WARRANT PRICE: the meaning specified in Section 3.01.

            WARRANT REGISTER: the meaning specified in Section 2.03.

            WARRANTS: the Series A Warrants, Series B Warrants, Series C
Warrants and all warrants issued in substitution therefor.


<PAGE>

                                  ARTICLE II

           ISSUANCE, EXECUTION AND TRANSFER OF WARRANT CERTIFICATES

            SECTION 2.01. FORM OF WARRANT CERTIFICATES. The Warrants shall be
evidenced by certificates in temporary or definitive fully registered form (the
"WARRANT CERTIFICATES") substantially in the form of Exhibit A hereto, and
designated as Series A Warrants, Series B Warrants or Series C Warrants, as the
case may be, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange, or to conform to usage, or as
may, consistently herewith, be determined by the officers of the Company
executing such Warrant Certificates as evidenced by their execution of the
Warrant Certificates. Each Warrant shall evidence the right, subject to the
provisions of this Agreement and of the Warrant Certificate, to purchase one
share of Class B Common Stock, subject to adjustment pursuant to the provisions
of Article IV.

            SECTION 2.02. EXECUTION OF WARRANT CERTIFICATES. Each Warrant
Certificate, whenever issued, shall be dated as of the date of countersignature
thereof by the Warrant Agent either upon initial issuance or upon exchange,
substitution or transfer, shall be signed manually by, or bear the facsimile
signature of, the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President of the Company, shall have the Company's seal or a
facsimile thereof affixed or imprinted thereon and shall be attested by the
manual or facsimile signature of the Secretary or an Assistant Secretary of the
Company. In case any officer of the Company whose manual or facsimile signature
has been placed upon any Warrant Certificate shall have ceased to be such before
such Warrant Certificate is issued, it may be issued with the same effect as if
such officer had not ceased to be such at the date of issuance. Warrant
Certificates shall be countersigned manually by the Warrant Agent and shall not
be valid for any purpose unless so countersigned. Warrant Certificates may be
countersigned by the Warrant Agent, with the same effect, notwithstanding that
any persons whose manual or facsimile signatures appear thereon as proper
officers of the Company shall have ceased to be such officers at the time of
such countersignature, issuance or delivery. Any Warrant Certificate may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Warrant Certificate, shall be a proper officer of the Company
to sign such Warrant Certificate, although at the date of the execution of this
Agreement any such person was not such an officer.

            SECTION 2.03. ISSUANCE, DELIVERY AND REGISTRATION OF WARRANT
CERTIFICATES. The Warrant Agent shall, and the Company shall cause the Warrant
Agent to, countersign, issue and deliver to each Holder of Allowed Interests in
Class 7, on or promptly after the Effective Date, a Warrant Certificate
representing each of the Series A Warrants, the Series B Warrants and the Series
C Warrants that such Holder is entitled to receive pursuant to the Plan, and
shall countersign and deliver Warrant Certificates upon exchange, transfer or
substitution for one or more previously countersigned Warrant Certificates as
hereinafter provided. The Warrant Agent shall maintain books (the "WARRANT
REGISTER") for the registration of transfer and registration of Warrant
Certificates (including, without limitation, registration of the Warrant
Certificates described above) after the Effective Date.


<PAGE>

            SECTION 2.04. TRANSFER AND EXCHANGE OF WARRANT CERTIFICATES. The
Warrant Agent, from time to time, shall register the transfer in whole or in
part of any outstanding Warrant Certificates in the Warrant Register upon
surrender at the Warrant Agent's Office of Warrant Certificates accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Company and the Warrant Agent, duly executed by the registered warrantholder or
his attorney duly authorized in writing. Upon any such registration of transfer,
a new Warrant Certificate shall be countersigned by the Warrant Agent and issued
to the transferee and the surrendered Warrant Certificate shall promptly be
canceled by the Warrant Agent. Warrant Certificates may be exchanged at the
option of the holder thereof, upon surrender, properly endorsed at the Warrant
Agent's Office, with written instructions, for other Warrant Certificates
countersigned by the Warrant Agent representing in the aggregate a like number
of Warrants. The Company or the Warrant Agent may require the payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any such exchange or transfer.

                                 ARTICLE III

           WARRANT PRICE, EXPIRATION DATE AND EXERCISE OF WARRANTS

            SECTION 3.01. WARRANT PRICE; EXPIRATION DATE. Each Warrant
Certificate shall entitle the registered holder thereof, subject to the
provisions thereof and of this Agreement, to purchase from the Company at any
time commencing at the opening of business on the next Business Day after the
earlier of the second anniversary of Effective Date and the occurrence of a
Change of Control and before 5:00 p.m., New York time, on the applicable
Expiration Date, one share of Class B Common Stock for each of the Series A
Warrants, Series B Warrants or Series C Warrants, respectively, specified
therein, at the price per share of $.01 (which price per share shall appear on
the face of such Warrant Certificate), subject to adjustment as provided in
Article IV hereof, payable in full at the time of purchase. Each Warrant not
exercised during the applicable period set forth above shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the end of such period. The term "WARRANT PRICE" as used herein
refers to the foregoing price per share in effect at any time with respect to a
Warrant.

            SECTION 3.02. EXERCISE OF WARRANTS. (a) Subject to the provisions of
the Warrant Certificate and this Agreement, commencing at the opening of
business on the next Business Day after the earlier of the second anniversary of
the Effective Date and the occurrence of a Change of Control, Warrants may be
exercised by surrendering the Warrant Certificate evidencing such Warrants at
the Warrant Agent's Office with the Election to Exercise form set forth on the
reverse of the Warrant Certificate duly completed and executed by the registered
holder thereof or his attorney duly authorized in writing, and by paying in full
to the Warrant Agent for the account of the Company (i) in cash, (ii) by
certified or official bank check or (iii) by any combination of the foregoing,
the Warrant Price for each share of Class B Common Stock as to which Warrants
are exercised and any applicable taxes, other than taxes that the Company is
required to pay hereunder. A registered warrantholder may exercise the full
number of Warrants represented by a Warrant Certificate or any number of whole
Warrants thereof. If the Warrant Price is less than $.01 at the time of


<PAGE>

exercise, the amount due from an exercising warrantholder shall be determined by
multiplying the total number of Warrants exercised by such warrantholder by the
Warrant Price, and any remaining fraction of $.01 shall be rounded up to the
next full $.01.

            (b) Subject to the provisions of subsection (e) below and Section
4.08 hereof, as soon as practicable after the exercise of any Warrants and
payment by the registered warrantholder of the full Warrant Price for the shares
as to which such Warrants are then being exercised, the Warrant Agent shall
promptly requisition from the transfer agent of the Class B Common Stock and
deliver to or upon the order of such registered warrantholder a certificate or
certificates for the number of full shares of Class B Common Stock to which such
warrantholder is entitled, registered in such name or names as may be directed
by him (if other than to such registered holders, to the extent such transfer is
not validly restricted), together with cash or scrip, as provided in Section
3.03 hereof, in respect of any fractional shares, and, if the number of Warrants
represented by a Warrant Certificate shall not have been exercised in full, a
new Warrant Certificate, countersigned by the Warrant Agent, for the balance of
the number of whole Series A Warrants, Series B Warrants, or Series C Warrants,
as the case may be, together with cash or scrip, as provided in Section 4.04
hereof, in respect of the balance of any fractional Warrants, represented by the
surrendered Warrant Certificate; PROVIDED, HOWEVER, that the Company shall not
be required to pay any tax or taxes that may be payable in respect of any
transfer in connection with the issue of any Warrant Certificate in a name other
than that of the registered holder of the Warrant Certificate surrendered upon
the exercise of a Warrant.

            (c) A Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of the surrender for exercise of the
Warrant Certificate. Each person in whose name any such certificate for shares
of Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares at the close of business on the date on which
the Warrant Certificate was duly surrendered to the Warrant Agent and payment of
the Warrant Price and any applicable taxes was made to the Warrant Agent for the
account of the Company, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open (whether before
or after the applicable Expiration Date).

            (d) The Warrant Agent shall promptly notify the Company in writing
of any exercise of any Warrant and of the number of shares delivered upon the
exercise of such Warrant, shall pay to the Company within 72 hours after receipt
by wire transfer or certified or official bank check payable to the order of the
Company the amount of money received by it upon the exercise of Warrants (less
any amount paid by the Warrant Agent in respect of a fractional share upon such
exercise in accordance with Section 3.03 hereof). The Warrant Agent shall hold
any proceeds collected and not yet paid to the Company in a federally insured
escrow account. A detailed accounting statement setting forth the number of
Warrants exercised, the amount of funds received upon such exercise and all
expenses incurred by the Warrant Agent shall be transmitted to the Company on
payment to the Company of the funds so received upon exercise. The Warrant Agent
shall render to the Company a complete accounting setting forth the number of
Warrants exercised, the identity of the persons exercising such Warrants, the


<PAGE>

number of shares issued, the amounts distributed to the Company and all other
expenses incurred by the Warrant Agent as of each Expiration Date.

            (e) The Warrant Agent may deem and treat the person named as the
registered holder on the face of any Warrant as the true and lawful owner
thereof for all purposes. If the Warrant Agent is instructed to deliver shares
upon the exercise of Warrants or to deliver a Warrant Certificate representing
unexercised Warrants, in any case registered in a name or names other than the
name or names in which such exercised Warrant was registered, the Warrant Agent
may require such documents, and such evidence of payment of applicable transfer
taxes, as it may deem necessary to enable it to carry out the instructions of
the bearer.

            SECTION 3.03. NO FRACTIONAL SHARES TO BE ISSUED. Notwithstanding
anything to the contrary contained in this Agreement, if the number of shares of
Class B Common Stock purchasable on the exercise of each Warrant is adjusted
pursuant to the provisions of Section 4.02 hereof, the Company shall not be
required to issue any fraction of a share of Class B Common Stock or to
distribute stock certificates that evidence fractional shares of Class B Common
Stock or to issue a Warrant Certificate representing a fractional Warrant upon
exercise of any Warrants. If Warrant Certificates evidencing more than one
Warrant shall be surrendered for exercise at one time by the same holder, the
number of full shares which shall be issuable upon exercise thereof shall be
computed on the basis of the aggregate number of Warrants so surrendered. If any
fraction of a share of Class B Common Stock would, except for the provisions of
this Section 3.03, be issuable on the exercise of any Warrant or Warrants, the
Company shall, at its option upon notice to the Warrant Agent given within two
(2) Business Days of exercise of any such Warrant or Warrants, either (a)
purchase such fraction for an amount in cash equal to the then-current market
value of such fraction computed in accordance with Section 4.01(d) hereof
(assuming, for the purpose of such computation, that the date of surrender of
such Warrants to the Warrant Agent shall be the applicable record date referred
to in Section 4.01(d)) or (b) issue scrip of the Company in lieu thereof,
rounded up to the nearest one-hundredth of a share. Such scrip shall be
non-dividend bearing and non-voting, shall be exchangeable in combination with
other similar scrip for the number of full shares of Class B Common Stock
represented thereby, shall be issued in such denominations (not less than
one-hundredth of a share) and in such form, shall expire after such reasonable
time (which shall not be less than six years from the date of issue) and may
contain such provisions for sale for the account of the holders of such scrip of
shares of Class B Common Stock for which such scrip is exchangeable or the
payment to such holders of the market value of such shares, and be subject to
such other terms and provisions, if any, as the Board of Directors may from time
to time determine. Fractional Warrants shall be treated pursuant to Section
4.04. The warrantholders, by their acceptance of the Warrant Certificates,
expressly waive their right to receive any fraction of a share of Class B Common
Stock or a stock certificate representing a fraction of a share of Class B
Common Stock or Warrant Certificate representing a fractional Warrant upon
exercise of any Warrant.

            SECTION 3.04. ACQUISITION OF WARRANTS BY THE COMPANY; CANCELLATION
OF WARRANTS. The Company shall have the right, except as limited by law or other
agreement, to purchase or otherwise acquire Warrants at such times, in such
manner and for such consideration as it may deem appropriate. The Warrant Agent


<PAGE>

shall cancel any Warrant Certificate delivered to it for exercise or redemption,
in whole or in part, or delivered to it for transfer, exchange, or substitution,
and no Warrant Certificates shall be issued in lieu thereof unless such
exercise, redemption, transfer, exchange or substitution is expressly permitted
by the provisions of this Agreement. On request of the Company, the Warrant
Agent shall destroy canceled Warrant Certificates held by it and shall deliver
its certificates of destruction to the Company. If the Company shall acquire any
of the Warrants, such acquisition shall not operate as a redemption or
termination of the right represented by such Warrants unless and until the
Warrant Certificates evidencing such Warrants are surrendered to the Warrant
Agent for cancellation.

            SECTION 3.05. CERTAIN ADDITIONAL TERMS OF EXERCISE. (a) In the case
of the Series A Warrants, no such Warrant may be exercised unless (i) the
average Closing Price per share of the Class A Common Stock over any period of
20 consecutive Trading Days preceding the date of exercise exceeded $4.00 or
(ii) there has been a Change of Control at any time prior to the date of
exercise.

            (b) In the case of the Series B Warrants, no such Warrant may be
exercised unless (i) the average Closing Price per share of the Class A Common
Stock over any period of 20 consecutive Trading Days preceding the date of
exercise exceeded $5.00 or (ii) there has been a Change of Control at any time
prior to the date of exercise.

            (c) In the case of the Series C Warrants, no such Warrant may be
exercised unless (i) the average Closing Price per share of the Class A Common
Stock over any period of 20 consecutive Trading Days preceding the date of
exercise exceeded $6.00 or (ii) there has been a Change of Control at any time
prior to the date of exercise.

            (d) The Board of Directors of the Company may authorize any Series
of Warrants to become exercisable notwithstanding the failure to satisfy the
requirements in this Section 3.05, but shall have no obligation to do so.

                                  ARTICLE IV

        ADJUSTMENT OF WARRANT PRICE, TRIGGER PRICES, SHARES OF COMMON
                   STOCK PURCHASABLE AND NUMBER OF WARRANTS

            SECTION 4.01. ADJUSTMENT OF WARRANT PRICE AND TRIGGER PRICES. The
Warrant Price specified in Section 3.01 and Trigger Prices specified in Section
3.05 shall be subject to adjustment from time to time as follows:

            (a) If the Company after the date hereof shall (i) pay a dividend or
make a distribution to all holders of Common Stock or any class thereof in
shares of Common Stock or any class thereof, (ii) subdivide the outstanding
shares of Common Stock or any class thereof, or (iii) combine the outstanding
shares of Common Stock or any class thereof into a smaller number of shares,
then in any such case the Warrant Price and Trigger Prices in effect immediately
prior thereto shall each be adjusted to a price obtained by multiplying such
Warrant Price and Trigger Prices by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding prior to such action and the
denominator shall be the number of shares of Common Stock outstanding after


<PAGE>

giving effect to such action. An adjustment made pursuant to clause (i) of this
subsection (a) shall become effective retroactively immediately after the record
date for such dividend or distribution, and an adjustment made pursuant to
clause (ii) or (iii) of this subsection (a) shall become effective immediately
after the effective date of such subdivision or combination.

            (b) In case the Company after the date hereof shall issue rights or
warrants to all holders of Common Stock or any class thereof entitling them (for
a period expiring within 45 days after the record date mentioned below) to
subscribe for or purchase shares of such Common Stock or any class thereof at a
price per share less than the then-current market price per share (as determined
pursuant to subsection (d) below) on the record date (or, if applicable, the
ex-distribution date) mentioned below, the Warrant Price and Trigger Prices in
effect immediately prior thereto shall each be adjusted to a price obtained by
multiplying such Warrant Price and Trigger Prices by a fraction of which (i) the
numerator shall be the number of shares of Common Stock outstanding on the date
of issuance of such rights or warrants plus the number of shares of Common Stock
of the class subject to such rights or warrants which the aggregate offering
price of the total number of shares so to be offered would purchase at the
current market price of the Common Stock subject to such rights or warrants, and
(ii) the denominator shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights or warrants plus the number of additional
shares of Common Stock, or the applicable class thereof, to be offered for
subscription or purchase; PROVIDED, HOWEVER, that no adjustment shall be made in
the Warrant Price if the Company issues or distributes to each holder of
Warrants the rights or warrants which each holder of Warrants would have been
entitled to receive had such Warrants been exercised prior to the record date
mentioned below. Any such adjustments shall be made whenever such rights or
warrants are issued and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
rights or warrants.

            (c) In case the Company after the date hereof shall distribute to
all holders of Common Stock or any class thereof evidences of its indebtedness
or assets (excluding any cash dividend or distribution) or rights to subscribe
(excluding those referred to in subsection (b) above) or shares of capital stock
of any class other than the Common Stock, in each such case the Warrant Price
and Trigger Prices in effect immediately prior thereto shall each be adjusted to
a price obtained by multiplying such Warrant Price and Trigger Prices by a
fraction of which (i) the numerator shall be the sum of the amount, for each
class of Common Stock then outstanding, of the then-current market price per
share (determined as provided in subsection (d) below) of the Common Stock of
such class, multiplied by the number of outstanding shares of such class, in
each case on the record date (or, if applicable, the ex-distribution date)
mentioned below less the then-current fair market value (as determined by the
Board of Directors in its reasonable judgment whose determination shall be
conclusive, and described in a statement filed with the Warrant Agent) of the
assets or evidences of indebtedness so distributed or of such subscription
rights or of such shares of capital stock of any class other than Common Stock,
and (ii) the denominator shall be the sum of the amount, for each class of
Common Stock then outstanding, of the then-current market price per share of the
Common Stock of such class, multiplied by the number of outstanding shares of
such class, in each case on the record date (or, if applicable, the
ex-distribution date) mentioned below; PROVIDED, HOWEVER, that no adjustment
shall be made in the Warrant Price (1) if the Company issues or distributes to


<PAGE>

each holder of Warrants the subscription rights referred to above in this
subsection (c) that each holder of Warrants would have been entitled to receive
had the Warrants been exercised prior to the record date mentioned below, or (2)
if the Company grants to each holder of Warrants the right to receive, upon the
exercise thereof at any time after the distribution of the evidences of
indebtedness or assets or shares of capital stock of any class other than the
Common Stock referred to above in this subsection (c), the evidences of
indebtedness or assets or shares of capital stock of any class other than the
Common Stock that such holder would have been entitled to receive had the
Warrants been exercised prior to the record date mentioned below. The Company
shall provide the Warrant Agent, upon receipt of a written request therefor,
with any indenture or other instrument defining the rights of the holders of any
indebtedness, assets, subscription rights or capital stock referred to in this
Section 4.01(c). Any such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
distribution.

            (d) For the purpose of any computation under subsection (b) or (c)
above, the current market price per share of any class of Common Stock on any
date shall be deemed to be the average Closing Price per share for the ten
consecutive Trading Days preceding the applicable record date (or, if earlier,
the date on which such class of Common Stock commences trading on an
ex-distribution basis).

            (e) In any case in which this Section 4.01 shall require that an
adjustment be made retroactively immediately following a record date, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Warrant Agent of a certificate signed by the
Chairman of the Board, Chief Executive Officer, the President or any Vice
President of the Company (an "OFFICERS' CERTIFICATE") or a certificate of a firm
of independent public accountants as required in subsection (g) of this Section
4.01) issuing to the holder of any Warrant exercised after such record date the
shares of Common Stock and any other capital stock of the Company issuable upon
such exercise in excess of the shares of Common Stock and any other capital
stock of the Company issuable upon such exercise prior to such adjustment.

            (f) No adjustment shall be required unless such adjustment would
require an increase or decrease of at least one hundredth of one cent in the
Warrant Price or Trigger Prices then subject to adjustment; PROVIDED, HOWEVER,
that any adjustments that are not made by reason of this subsection (f) shall be
carried forward and taken into account in any subsequent adjustment. In case the
Company shall at any time issue Common Stock or any class thereof by way of
dividend on any stock of the Company or subdivide or combine the outstanding
shares of Common Stock or any class thereof, said amount of one hundredth of one
cent specified in the preceding sentence (as theretofore increased or decreased,
if said amount shall have been adjusted in accordance with the provisions of
this paragraph (f)) shall forthwith be proportionately increased in the case of
such a combination or decreased in the case of such a subdivision or stock
dividend so as appropriately to reflect the same. All calculations under this
Section 4.01 shall be made to the nearest one hundredth of one cent.

            (g) Whenever an adjustment in the Warrant Price or Trigger Prices is
made as required or permitted by the provisions of this Section 4.01, the


<PAGE>

Company shall promptly file with the Warrant Agent (i) an Officers' Certificate
in the case of an adjustment pursuant to subsection (a) or (i) of this Section
4.01, or (ii) a certificate of a firm of independent public accountants in the
case of any other adjustment pursuant to this Section 4.01, in each case (A)
setting forth the adjusted Warrant Price and Trigger Prices as provided in this
Section 4.01 and setting forth a brief statement of the facts requiring such
adjustment and the computation thereof, and (B) setting forth the number of
shares of Common Stock (or portions thereof) purchasable upon exercise of a
Warrant after such adjustment in the Warrant Price in accordance with Section
4.02 hereof or the number of Warrants outstanding in accordance with Section
4.03 hereof after such adjustment in the Warrant Price and the record date
therefor, which Officers' Certificate or certificate of a firm of independent
public accountants, as the case may be, shall be conclusive evidence of the
correctness of any such adjustment, and promptly after such filing shall mail or
cause to be mailed a notice of such adjustment to each warrantholder at his last
address as the same appears on the Warrant Register. The Warrant Agent shall be
under no duty or responsibility with respect to any such certificate except to
exhibit the same to any holder of Warrants desiring inspection thereof.

            (h) In case:

            (1) the Company shall declare a dividend (or any other distribution)
     on shares of Common Stock or any class thereof payable from sources other
     than its retained earnings (as such term is used in generally accepted
     accounting principles); or

            (2) the Company shall authorize the granting to the holders of
     shares of Common Stock or any class thereof of rights to subscribe for or
     purchase any shares of capital stock of any class or of any other right; or

            (3) of any reclassification of shares of Common Stock or any class
     thereof (other than a subdivision or combination of outstanding shares of
     Common Stock or any class thereof), or of any consolidation or merger to
     which the Company is a party and for which approval of any stockholders of
     the Company is required, or of the sale or transfer of all or substantially
     all of the assets of the Company; or

            (4) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall cause to be filed with the Warrant Agent, and shall cause
to be mailed to the holders of the Warrants, at their last addresses as they
shall appear upon the Warrant Register, at least 10 days prior to the applicable
record date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Stock (or any class thereof) of record to be entitled to such dividend,
distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and, if applicable,
the date as of which it is expected that holders of Common Stock (or any class
thereof) of record shall be entitled to exchange their shares of Common Stock
for securities or other property (including cash) deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,


<PAGE>

liquidation or winding up. Failure to give any such notice, or any defect
therein, shall not affect the validity of the proceedings referred to in clauses
(1), (2), (3) and (4) above.

            (i) Anything in this Section 4.01 to the contrary notwithstanding,
the Company shall be entitled, but not required, to make such reductions in the
Warrant Price or the Trigger Prices, in addition to those required by this
Section 4.01, as it in its discretion shall determine to be advisable,
including, without limitation, in order that any dividend in or distribution of
shares of Common Stock (or any class thereof) or shares of capital stock of any
class other than Common Stock, subdivision, reclassification or combination of
shares of Common Stock, issuance of rights or warrants, or any other transaction
having a similar effect, shall not be treated as a distribution of property by
the Company to its stockholders under Section 305 of the Internal Revenue Code
of 1986, as amended or any successor provision and shall not be taxable to them.

            (j) Anything to the contrary herein notwithstanding, no adjustment
to the Warrant Price, the Trigger Prices or the number of shares of Common Stock
purchasable upon exercise of a Warrant (or the number of Warrants) shall be made
as a result of, or in connection with, the issuance of (i) options or rights to
purchase Common Stock issued to employees of the Company or its Subsidiaries
pursuant to a stock option or other similar plan adopted by the Board of
Directors, or the modification, renewal or extension of any such plan if
approved by the Board of Directors, (ii) shares of Common Stock or other
securities issued by the Company pursuant to and in accordance with the Plan, or
(iii) upon conversion of shares of any class of Common Stock into shares of any
other class of Common Stock pursuant to and in accordance with the provisions of
the Certificate of Incorporation of the Company as in effect from time to time.

            SECTION 4.02. ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE UPON
EXERCISE OF WARRANTS. Unless the Company shall have exercised its election as
provided in Section 4.03 hereof, upon each adjustment of the Warrant Price
pursuant to Section 4.01 hereof the number of shares of Common Stock purchasable
upon exercise of a Warrant outstanding prior to the effectiveness of such
adjustment shall be adjusted to the number of shares of Common Stock, calculated
to the nearest one-hundredth of a share, obtained by (i) multiplying the number
of shares of Common Stock purchasable immediately prior to such adjustment upon
the exercise of a Warrant by the Warrant Price in effect prior to such
adjustment, and (ii) dividing the product so obtained by the Warrant Price in
effect after such adjustment of the Warrant Price.

            SECTION 4.03. ELECTION TO ADJUST WARRANTS INSTEAD OF SHARES PER
WARRANT. The Company may elect on or after the date of any adjustment of the
Warrant Price pursuant to Section 4.01 hereof to adjust the number of Warrants
outstanding in substitution for any adjustment in the number of shares of Common
Stock purchasable upon the exercise of a Warrant as provided in Section 4.02
hereof. Each of the Warrants outstanding after such adjustment of the number of
Warrants shall be exercisable for one share of Common Stock. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest hundredth) obtained by (i)
multiplying the number of Warrants held of record prior to adjustment of the
number of Warrants by the Warrant Price in effect prior to adjustment of the


<PAGE>

Warrant Price, and (ii) dividing the product so obtained by the Warrant Price in
effect after adjustment of the Warrant Price. The Company shall make a public
announcement of its election to adjust the number of Warrants, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Warrant
Price is adjusted or any day thereafter, but shall not be less than 10 or more
than 30 days later than the date of public announcement. Upon each adjustment of
the number of Warrants pursuant to this Section 4.03, the Company shall cause
the Warrant Agent, as promptly as practicable, to distribute to holders of
record of the Warrant Certificates on such record date either (i) Warrant
Certificates evidencing any additional Warrants to which such holders shall be
entitled as a result of such adjustment, or (ii) in substitution and replacement
for the Warrant Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Warrant
Certificates evidencing all the Warrants to which such holders shall be entitled
after such adjustment. Warrant Certificates to be so distributed shall be
issued, executed and countersigned in the manner specified in this Agreement
(but may bear, at the option of the Company, the adjusted Warrant Price), shall
represent the same class of Warrants as was represented by the Warrant
Certificate so surrendered and shall be registered in the names of the holders
of record of the Warrant Certificates on the record date specified in the public
announcement.

            For the purposes of this Section 4.03, "public announcement" shall
mean publication at least once in a newspaper printed in the English language
and customarily published at least once a day for at least five days in each
calendar week and of general circulation in the Borough of Manhattan, New York,
New York.

            SECTION 4.04. NO FRACTIONAL WARRANTS TO BE ISSUED. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be
required to issue fractions of Warrants on any distribution of Warrants to
warrantholders pursuant to Section 4.03 hereof or otherwise or to distribute
Warrant Certificates that evidence fractional Warrants. If any fraction of a
Warrant would, except for the provisions of this Section 4.04, be issuable upon
an adjustment of the Warrant Price and distribution of Warrants pursuant to
Section 4.03 hereof or otherwise, the Company shall, at its option, either (a)
purchase such fraction for an amount in cash equal to the then-current market
value of such fraction computed in accordance with Section 4.01(d) hereof (with
respect to the current market price of the Warrant rather than the per share
current market price of the Common Stock and assuming, for the purpose of such
computation, that the effective date of such adjustment of the Warrant Price, or
such other relevant date, shall be the applicable record date referred to in
Section 4.01(d)) or (b) issue scrip of the Company in lieu thereof, rounded up
to the nearest one-hundredth of a Warrant. Such scrip shall be exchangeable in
combination with other similar scrip for the number of full Warrants represented
thereby, shall be issued in such denominations (not less than one-hundredth of a
Warrant) and in such form, shall expire after such reasonable time (which shall
not be less than six years from the date of issue or the applicable Expiration
Date, if earlier) and may contain such provisions for sale for the account of
the holders of such scrip of the Warrants for which such scrip is exchangeable
or the payment to such holders of the market value of such Warrants, and be
subject to such other terms and provisions, if any, as the Board of Directors
may from time to time determine. The warrantholders, by their acceptance of the
Warrant Certificates, expressly waive their right to receive any fraction of a


<PAGE>

Warrant or a Warrant Certificate representing a fraction of a Warrant upon the
adjustment thereof in accordance with this Article IV or otherwise.

            SECTION 4.05. RIGHTS UPON CONSOLIDATION, MERGER, SALE, TRANSFER OR
RECLASSIFICATION. (a) In case of any consolidation with or merger of the Company
into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation), or in case of any lease, sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, such successor, leasing or purchasing
corporation, as the case may be, shall execute with the Warrant Agent a
supplemental agreement (1) providing that the holder of each Warrant then
outstanding shall have the right thereafter (until the applicable Expiration
Date) to receive, upon exercise thereof, in lieu of each share of Common Stock
deliverable upon such exercise immediately prior to such event, only the kind
and amount of shares and/or other securities and/or property and/or cash
receivable upon such consolidation, merger, lease, sale or conveyance by a
holder of one share of such Common Stock, and (2) setting forth the Warrant
Price for the shares and/or other securities and/or property and/or cash so
issuable, which shall be an amount equal to the Warrant Price per share of
Common Stock immediately prior to such event.

            (b) In case of any liquidation, dissolution or winding up of the
affairs of the Company, the Company shall make prompt, proportionate, equitable,
lawful and adequate provision as part of the terms of such dissolution,
liquidation or winding up such that the holder of a Warrant may thereafter
receive, on exercise of such Warrant, in lieu of each share of Common Stock of
the Company which such holder would have been entitled to receive upon exercise
of such Warrant, the same kind and amount of any stock, securities or assets as
may be issuable, distributable or payable on any such dissolution, liquidation
or winding up with respect to each share of Common Stock of the Company;
PROVIDED, HOWEVER, that in the event of any such dissolution, liquidation or
winding up, the right to exercise the Warrants shall terminate on a date fixed
by the Company, such date to be not earlier than the 90th day next succeeding
the date on which notice of such termination of the right to exercise the
Warrants has been given by mail to the holders thereof in accordance with
Section 4.01(h).

            (c) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of the Warrants (other than a change in par
value, or from no par value to a par value or as a result of a subdivision or
combination) or in case of any consolidation or merger of another corporation
into the Company in which the Company is the continuing corporation and in which
the holders of the shares of Common Stock thereafter receive shares and/or other
securities and/or property and/or cash for such shares of Common Stock
(including for this purpose shares reflecting a change in par value or from no
par value to a par value or as a result of a subdivision or combination of the
shares of Common Stock), the Company shall execute with the Warrant Agent a
supplemental agreement (1) providing that the holder of each Warrant then
outstanding shall have the right thereafter (until the expiration of the
exercise right of the warrant) to receive, upon exercise thereof, in lieu of
each share of Common Stock deliverable upon such exercise immediately prior to
such event, only the kind and amount of shares and/or other securities and/or
property and/or cash receivable upon such reclassification, change,
consolidation or merger by a holder of one share of such Common Stock, and (2)
setting forth the Warrant Price for the shares and/or other securities and/or


<PAGE>

property and/or cash so issuable, which shall be an amount equal to the Warrant
Price per share of Common Stock immediately prior to such event. If, as a result
of this subsection (c), the holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive shares of two or more classes of
capital stock of the Company, the Board of Directors (whose determination shall
be conclusive and shall be described in a statement filed with the Warrant
Agent) shall determine the allocation of the Warrant Price between or among
shares of such classes of capital stock.

            (d) Any supplemental agreement entered into pursuant to this Section
4.05 shall (1) where appropriate, state the Warrant Price in terms of one full
share of Common Stock of the Company or one full share of the common stock of
any successor, leasing or purchasing corporation and (2) provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article IV.

            (e) The above provisions of this Section 4.05 shall similarly apply
to successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, leases, sales or conveyances.

            (f) Notice of the execution of any such supplemental agreement shall
be mailed by the Company to registered holders of Warrants as soon as
practicable after the execution of such supplemental agreement.

            (g) In the event that at any time as a result of the provisions of
this Section 4.05, the holder of any Warrant thereafter surrendered for exercise
shall become entitled to receive any shares or other securities other than
shares of Common Stock, thereafter the price or prices of such other shares or
other securities so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in Article
IV hereof, and the provisions of Article III hereof with respect to the Common
Stock shall apply on like terms to any such other shares or other securities.

            SECTION 4.06. COVENANT TO RESERVE SHARES FOR ISSUANCE ON Exercise.
The Company covenants that it will at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue upon exercise of
Warrants and exchange of scrip as herein provided, the full number of shares of
Common Stock, if any, then issuable if all outstanding Warrants then exercisable
were to be exercised. The Company covenants that all shares of Common Stock
which shall be so issuable shall be duly and validly issued and fully paid and
non-assessable.

            The Company hereby authorizes and directs its current and future
transfer agents for the Common Stock and for any shares of the Company's capital
stock issuable upon the exercise of any of the Warrants at all times to reserve
such number of authorized shares as shall be requisite for such purpose. The
Warrant Agent is hereby authorized to requisition from time to time from any
such transfer agents stock certificates required to honor outstanding Warrants
upon exercise thereof in accordance with the terms of this Agreement, and the
Company hereby authorizes and directs such transfer agents to comply with all
such requests of the Warrant Agent. The Company will supply such transfer agents
with duly executed stock certificates for such purposes and will provide or


<PAGE>

otherwise make available any cash or scrip which may be payable as provided in
this Article IV. Promptly after each Expiration Date, the Warrant Agent shall
certify to the Company the aggregate number of expired Warrants then
outstanding, and thereafter no shares shall be reserved in respect of such
expired Warrants.

            SECTION 4.07. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; SUSPENSION
OF EXERCISE OF WARRANTS. The Company covenants that if any shares of Common
Stock required to be reserved for purposes of exercise of Warrants or exchange
of scrip require, under any Federal or state law or rule or regulation of any
national securities exchange, registration with or approval of any governmental
authority, or listing on any national securities exchange before such shares may
be issued upon exercise, the Company will in good faith and as expeditiously as
possible endeavor to cause such shares to be duly registered, approved or listed
on the relevant national securities exchange, as the case may be; PROVIDED,
HOWEVER, that in no event shall such shares of Common Stock be issued, and the
Company is hereby authorized to suspend the exercise of all Warrants, for the
period during which such registration, approval or listing is required but not
in effect.

            SECTION 4.08. PAYMENT OF TAXES ON STOCK CERTIFICATES ISSUED UPON
EXERCISE. The initial issuance of certificates of Common Stock upon the exercise
of Warrants shall be made without charge to the exercising warrantholders for
any transfer, stamp or similar tax in respect of the issuance of such stock
certificates, and such stock certificates shall be issued in the respective
names of, or in such names as may be directed by, the registered holders of the
Warrants exercised; PROVIDED, HOWEVER, that the Company shall not be required to
pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such stock certificate, any Warrant Certificates or
other securities in a name other than that of the registered holder of the
Warrant Certificate surrendered upon exercise of the Warrant, and the Company
shall not be required to issue or deliver such certificates or other securities
unless and until the person or persons requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

            SECTION 4.09. WARRANT AGENT NOT RESPONSIBLE FOR ADJUSTMENTS OR
VALIDITY OF STOCK. The Warrant Agent shall not at any time be under any duty or
responsibility to any warrantholder to determine whether any facts exist that
may require an adjustment of the Warrant Price, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental agreement provided to be employed, in making
the same. The Warrant Agent shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock or of
any securities or property or scrip which may at any time be issued or delivered
upon the exercise of any Warrant or upon any adjustment pursuant to Article IV,
and it makes no representation with respect thereto. The Warrant Agent shall not
be responsible for any failure of the Company to make any cash payment or to
issue, transfer or deliver any shares of Common Stock or stock certificates or
other securities or property upon the surrender of any Warrant for the purpose
of exercise or upon any adjustment pursuant to Article IV, or to comply with any
of the covenants of the Company contained in this Article IV.


<PAGE>

            SECTION 4.10. STATEMENTS ON WARRANTS. The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Article IV, and Warrant Certificates issued after such adjustment may state the
same Warrant Price and the same number of shares of Common Stock as are stated
in the Warrant Certificates initially issued pursuant to this Agreement. The
Company, however, may at any time in its sole discretion (which shall be
conclusive) make any change in the form of Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof; and any Warrant
Certificate thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as so changed.

            SECTION 4.11. ISSUANCE OF CLASS A COMMON STOCK IN LIEU OF CLASS B
COMMON STOCK. Effective at such time as Section (A) of Article FIFTH of the
Certificate of Incorporation of the Company shall cease to be applicable as
provided therein, if Class B Common Stock is then issuable upon exercise of a
Warrant an equal number of shares of Class A Common Stock shall thereafter be
issuable upon exercise of such Warrant in lieu of the Class B Common Stock, but
otherwise on the same terms and conditions as provided pursuant to this Warrant
Agreement.

                                  ARTICLE V

          OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

            SECTION 5.01. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this
Agreement or in any Warrant Certificate shall be construed as conferring on the
holder of any Warrant or his transferee any rights whatsoever as a stockholder
of the Company, either at law or equity including but not limited to, the right
to vote at, or to receive notice of, any meeting of stockholders of the Company;
nor shall the consent of any such holder be required with respect to any action
or proceeding of the Company; nor shall any such holder, by reason of the
ownership or possession of a Warrant or the Warrant Certificate representing the
same, either at, before or after exercising such Warrant, have any right to
receive any cash dividends, stock dividends, allotments or rights, or other
distributions (except as specifically provided herein), paid, allotted or
distributed or distributable to the stockholders of the Company prior to the
date of the exercise of such Warrant, nor shall such holder have any right not
expressly conferred by this Agreement or the Warrant Certificate that he holds.

            SECTION 5.02. MUTILATED OR MISSING WARRANT CERTIFICATES. If any
Warrant Certificate is lost, stolen, mutilated or destroyed, the Company may in
its discretion issue and the Warrant Agent may countersign, in exchange and
substitution for and upon cancellation of the mutilated Warrant Certificate, or
in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, upon receipt of a proper affidavit or other evidence satisfactory to
the Company and the Warrant Agent (and surrender of any mutilated Warrant
Certificate) and bond of indemnity in form and amount and with corporate surety
satisfactory to the Company and the Warrant Agent in each instance protecting
the Company and the Warrant Agent, a new Warrant Certificate of like tenor and
representing an equivalent number of Warrants as the Warrant Certificate so
lost, stolen, mutilated or destroyed. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone. An applicant for such a substitute Warrant


<PAGE>

Certificate shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Company or the Warrant Agent may prescribe.
All Warrant Certificates shall be held and owned upon the express condition that
the foregoing provisions are exclusive, with respect to the replacement of lost,
stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

            SECTION 5.03. DELIVERY OF PROSPECTUSES. If, and to the extent that,
the Company may be required by the Securities Act, or any other applicable
Federal or state law, to furnish a prospectus to warrantholders upon their
exercise of Warrants, the Company shall cause to be kept at the Warrant Agent's
Office sufficient quantities of such prospectuses for delivery to warrantholders
upon their exercise of Warrants, and the Warrant Agent hereby agrees to deliver
such prospectuses to such warrantholders together with the shares of Common
Stock or other securities receivable by such warrantholders upon their exercise
of Warrants.

                                  ARTICLE VI

                         CONCERNING THE WARRANT AGENT

            SECTION 6.01. PAYMENT OF CERTAIN TAXES. The Company will from time
to time promptly pay all transfer, stamp or similar taxes that may be imposed
upon the Company in respect of the initial issuance or delivery of shares of
Common Stock upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of any transfer of the Warrants
or such shares effected by any holder thereof.

            SECTION 6.02. CHANGE OF WARRANT AGENT. (a) The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder (except liabilities arising as
a result of the Warrant Agent's own gross negligence or willful misconduct)
after giving 60 days' notice in writing to the Company, except that such shorter
notice may be given as the Company shall, in writing, accept as sufficient. At
least 15 days prior to the date such resignation is to become effective, the
Warrant Agent shall cause a copy of such notice of resignation to be mailed to
the registered holder of each Warrant Certificate. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor warrant agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a
period of 60 days after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated warrant agent or by any holder of
Warrants (who shall, with such notice, submit a copy of his Warrant Certificate
for inspection by the Company), then the holder of any Warrants may apply to any
court of competent jurisdiction for the appointment of a successor warrant
agent.

            (b) The Warrant Agent may be removed by the Company at any time upon
30 days' written notice to the Warrant Agent; PROVIDED, HOWEVER, that the
Company shall not remove the Warrant Agent until a successor warrant agent
meeting the qualifications hereof shall have been appointed.


<PAGE>

            (c) If the holders of the majority of the Warrants deliver a notice
to the Company at any time the Company is the Warrant Agent requesting the
replacement of the Warrant Agent, the Company shall promptly appoint as Warrant
Agent a Person who meets the qualifications set forth in clause (d) below and
who is reasonably acceptable to such holders of the majority of the Warrants and
shall promptly upon such appointment resign.

            (d) Any successor warrant agent, whether appointed by the Company or
by a court, shall be a corporation organized, in good standing and doing
business under the laws of the United States of America or any state thereof or
the District of Columbia, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by Federal or state
authority and having a combined capital and surplus of not less than
$10,000,000. The combined capital and surplus of any such successor warrant
agent shall be deemed to be the combined capital and surplus as set forth in the
most recent report of its condition published prior to its appointment, provided
that such reports are published at least annually pursuant to law or to the
requirements of a Federal or state supervising or examining authority. After
appointment, any successor warrant agent shall be vested with all the authority,
powers, rights, immunities, duties and obligations of its predecessor warrant
agent with like effect as if originally named as warrant agent hereunder,
without any further assurance, conveyance, act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor warrant agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor warrant agent all the authority, powers and rights of such predecessor
warrant agent hereunder; and upon request of any successor warrant agent, the
Company shall make, execute, acknowledge and deliver any and all instruments in
writing to more fully and effectually vest in and conform to such successor
warrant agent all such authority, powers, rights, immunities, duties and
obligations. Upon assumption by a successor warrant agent of the duties and
responsibilities hereunder, the predecessor warrant agent shall deliver and
transfer, at the expense of the Company, to the successor warrant agent any
property at the time held by it hereunder. As soon as practicable after such
appointment, the Company shall give notice thereof to the predecessor warrant
agent, the registered holders of the Warrants and each transfer agent for the
shares of its Common Stock. Failure to give such notice, or any defect therein,
shall not affect the validity of the appointment of the successor warrant agent.

            (e) Any corporation into which the Warrant Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Warrant Agent shall be a party, shall be the
successor warrant agent under this Agreement without any further act, provided
that such corporation is eligible for appointment as a successor to the Warrant
Agent. Any such successor warrant agent shall promptly cause notice of its
succession as Warrant Agent to be mailed to the Company and to the registered
holder of each Warrant Certificate. In case at the time such successor warrant
agent shall succeed to the agency created by this Agreement, any of the Warrant
Certificates shall have been countersigned but not delivered, any such successor
warrant agent may adopt the countersignature of the original warrant agent and
deliver such Warrant Certificates so countersigned, and in case at that time any
of the Warrant Certificates shall not have been countersigned, any successor to
the warrant agent may countersign such Warrant Certificates either in the name
of the predecessor warrant agent or in the name of the successor warrant agent;
and in all such cases Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


<PAGE>

            (f) In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the
countersignatures under its prior name and deliver such Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall
not have been counter-signed, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force provided in the
Warrant Certificates and in this Agreement.

            SECTION 6.03. COMPENSATION; FURTHER ASSURANCES. The Company agrees
(i) that it will pay the Warrant Agent reasonable compensation for its services
as Warrant Agent hereunder and, except as otherwise expressly provided, will pay
or reimburse the Warrant Agent upon demand for all reasonable expenses,
disbursements and advances incurred or made by the Warrant Agent in accordance
with any of the provisions of this Agreement (including the reasonable
compensation, expenses and disbursements of its agents and counsel) except any
such expense, disbursement or advance as may arise from its or any of their
gross negligence, willful misconduct or bad faith; and (ii) that it will
perform, execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.

            SECTION 6.04. RELIANCE ON COUNSEL. The Warrant Agent may consult
with legal counsel (who may be legal counsel for the Company), and the written
opinion of such counsel or any advice of legal counsel subsequently confirmed by
a written opinion of such counsel shall be full and complete authorization and
protection to the Warrant Agent as to any action taken or omitted by it in good
faith and in accordance with such written opinion or advice.

            SECTION 6.05. PROOF OF ACTIONS TAKEN. Whenever in the performance of
its duties under this Agreement the Warrant Agent shall deem it necessary or
desirable that any matter be proved or established by the Company prior to
taking or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Warrant Agent, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Warrant Agent; and such Officers' Certificate shall, in the absence of bad faith
on the part of the Warrant Agent be full authority to the Warrant Agent for any
action taken, suffered or omitted in good faith by it under the provisions of
this Agreement in reliance upon such certificate; but in its discretion the
Warrant Agent may in lieu thereof accept other evidence of such fact or matter
or may require such further or additional evidence as to it may seem reasonable.

            SECTION 6.06. CORRECTNESS OF STATEMENTS. The Warrant Agent shall not
be liable for or by reason of any of the statements of fact or recitals
contained in this Agreement or in the Warrant Certificates (except its
counter-signature thereof) or be required to verify the same, and all such
statements and recitals are and shall be deemed to have been made by the Company
only.

            SECTION 6.07. VALIDITY OF AGREEMENT. The Warrant Agent shall not be
under any responsibility in respect of the validity of this Agreement or the


<PAGE>

execution and delivery hereof or in respect of the validity or execution of any
Warrant Certificates (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant Certificate; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrants or as to whether any shares of Common Stock
will, when issued, be validly issued and fully paid and nonassessable.

            SECTION 6.08. USE OF AGENTS. The Warrant Agent may execute and
exercise any of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents and the Warrant
Agent shall not be responsible for the misconduct or negligence of any agent or
attorney, provided due care had been exercised in the appointment and continued
employment thereof.

            SECTION 6.09. LIABILITY OF WARRANT AGENT. The Warrant Agent shall
incur no liability or responsibility to the Company or to any holder of Warrants
for any action taken in reliance on any notice, resolution, waiver, consent,
order, certificate, or other paper, document or instrument believed by it to be
genuine and to have been signed, sent or presented by the proper party or
parties. The Company agrees to indemnify the Warrant Agent and hold it harmless
against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted in good faith by the Warrant Agent in
the execution of this Warrant Agreement, except as a result of the Warrant
Agent's gross negligence or willful misconduct or bad faith.

            SECTION 6.10. LEGAL PROCEEDINGS. The Warrant Agent shall be under no
obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless the Company or one or more holders
of Warrants shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred, but this provision
shall not affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without any such security or
indemnity.

            SECTION 6.11. OTHER TRANSACTIONS IN SECURITIES OF THE COMPANY. The
Warrant Agent in its individual or any other capacity may become the owner of
the Warrants or other securities of the Company, or become peculiarly interested
in any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it were
not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.

            SECTION 6.12. ACTIONS AS AGENT. The Warrant Agent shall act
hereunder solely as agent and not in a ministerial capacity, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall not
be liable for anything which it may do or refrain from doing in good faith in
connection with this Agreement except for its own gross negligence or willful
misconduct or bad faith.


<PAGE>

            SECTION 6.13. APPOINTMENT AND ACCEPTANCE OF AGENCY. The Company
hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the instructions set forth in this Agreement, and the Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth.

                                 ARTICLE VII

                           MISCELLANEOUS PROVISIONS

            SECTION 7.01. SUPPLEMENTS AND AMENDMENTS. (a) Notwithstanding the
provisions of subsection (b) below, the Warrant Agent may, without the consent
or concurrence of the registered holders of the Warrants, enter into one or more
supplemental agreements or amendments with the Company for the purpose of
evidencing the rights of warrantholders upon consolidation, merger, sale,
transfer, reclassification, liquidation or dissolution pursuant to Section 4.05
hereof, making any changes or corrections in this Agreement that are required to
cure any ambiguity, to correct or supplement any provision contained herein that
may be defective or inconsistent with any other provision herein or any clerical
omission or mistake or manifest error herein contained, or making such other
provisions in regard to matters or questions arising under this Agreement as
shall not adversely affect the interests of the holders of the Warrants or be
inconsistent with this Agreement or any supplemental agreement or amendment.

            (b) With the consent of the registered holders of at least a
majority in number of the Warrants at the time outstanding, the Company and the
Warrant Agent may at any time and from time to time by supplemental agreement or
amendment add any provisions to or change in any manner or eliminate any of the
provisions of this Agreement or of any supplemental agreement or modify in any
manner the rights and obligations of the warrantholders and of the Company;
PROVIDED, HOWEVER, that no such supplemental agreement or amendment shall,
without the consent of the registered holder of each outstanding Warrant
affected thereby,

            (1) alter the provisions of this Agreement so as to affect adversely
     the terms upon which the Warrants are exercisable; or

            (2) reduce the number of Warrants outstanding the consent of whose
     holders is required for any such supplemental agreement or amendment.

            (c) Any provision contained herein to the contrary notwithstanding,
the Company will not enter into a supplemental agreement relating to, or an
amendment of, this Agreement unless such supplement or amendment shall have been
approved by a majority of the members of the Board of Directors of the Company.

            SECTION 7.02. SUCCESSORS AND ASSIGNS. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.

            SECTION 7.03. NOTICES. Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given or made if sent by mail


<PAGE>

first-class, postage prepaid or by facsimile, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:

                  Willcox & Gibbs, Inc.
                  900 Milik Street
                  Carteret, New Jersey  07008
                  Attention:  Chief Financial Officer
                  Facsimile No.: (732) 541-6249

            Any notice or demand authorized by this Agreement to be given or
made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given or made if sent by mail first-class, postage prepaid
or by facsimile, addressed (until another address is filed in writing by the
Warrant Agent with the Company), as follows:

                  Willcox & Gibbs, Inc., as Warrant Agent
                  900 Milik Street
                  Carteret, New Jersey  07008
                  Attention:  Corporate Secretary
                  Facsimile No.: (732) 541-6249

            Any notice of demand authorized by this Agreement to be given or
made to the holder of any Warrants shall be sufficiently given or made if sent
by first-class mail, postage prepaid to the last address of such holder as it
shall appear on the Warrant Register.

            SECTION 7.04. APPLICABLE LAW. THE VALIDITY, INTERPRETATION AND
PERFORMANCE OF THIS AGREEMENT AND OF THE WARRANT CERTIFICATES SHALL BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN AND TO BE
PERFORMED IN SUCH STATE.

            SECTION 7.05. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any Person other
than the parties hereto and the holders of the Warrants any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof, and all covenants, conditions,
stipulations promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the parties hereto and their successors and of
the holders of the Warrants.

            SECTION 7.06. REGISTERED WARRANTHOLDERS. Prior to due presentment
for registration of transfer, the Company and the Warrant Agent may deem and
treat the Person in whose name any Warrants are registered in the Warrant
Register as the absolute owner thereof for all purposes whatever
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary or be bound to
recognize any equitable or other claim to or interest in any Warrants on the
part of any other Person and shall not be liable for any registration of
transfer of Warrants that are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a


<PAGE>

fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer or with such knowledge of such facts that its
participation therein amounts to bad faith. The terms "warrantholder" and holder
of any "Warrants" and all other similar terms used herein shall mean such person
in whose name Warrants are registered in the Warrant Register.

            SECTION 7.07. INSPECTION OF AGREEMENT. A copy of this Agreement
shall be available at all reasonable times for inspection by any registered
warrantholder at the principal office of the Warrant Agent. The Warrant Agent
may require any such holder to submit his Warrant Certificate for inspection by
it before allowing such holder to inspect a copy of this Agreement.

            SECTION 7.08. HEADINGS. The Article and Section headings herein are
for convenience only and are not a part of this Agreement and shall not affect
the interpretation thereof.

            SECTION 7.09. COUNTERPARTS. The Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original.

                        [Remainder of this page blank.]




<PAGE>



            IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto under their respective seals as of the day and year first above
written.

                                          WILLCOX & GIBBS, INC.


[CORPORATE SEAL]
                                          By:___________________________________
                                             Name:
                                             Title
Attest:  ____________________________
       Name:
       Title


                                          WILLCOX & GIBBS, INC.,
                                               AS WARRANT AGENT


[CORPORATE SEAL]
                                          By:  _________________________________
                                              Name:
                                              Title
Attest:  ____________________________
       Name:
       Title



<PAGE>









                                                                     EXHIBIT A
                        [Form of Warrant Certificate]

No. W[A][B][C]                __________ Series [A] [B] [C] Warrants

                         VOID AFTER __________, ____

                    WARRANTS TO PURCHASE CLASS B COMMON STOCK

                           OF WILLCOX & GIBBS, INC.

WILLCOX & GIBBS, INC., a Delaware corporation (hereinafter called the
("COMPANY"), for value received, hereby certifies that

or registered assigns, is the owner of the number of Series [A] [B] [C] Warrants
set forth above, each of which represents the right, at any time commencing on
the first Business Day (as defined in the Warrant Agreement referred to below)
after the earlier of May 1, 2002, and the occurrence of a Change of Control (as
defined in the Warrant Agreement) and before 5:00 p.m., New York time, on May 1,
[200_] (subject to Sections 3.01 and 3.05 of the Warrant Agreement), on which
date such Warrants expire, initially to purchase, subject to the terms hereof
and of the Warrant Agreement, one share of Class B Common Stock, $.001 par value
per share, of the Company (hereinafter called the "CLASS B COMMON STOCK") at the
price of $.01 per share (the "WARRANT PRICE"), subject to the terms and
conditions hereof and of the Warrant Agreement, each such purchase to be made,
and to be deemed effective for the purpose of determining the date of exercise,
only upon surrender hereof to the Company at the Warrant Agent Office (which
shall initially be the principal office of the Company), with the form of
Election to Exercise on the reverse hereof duly completed and signed, and upon
payment in full to the Company, acting as the Warrant Agent for the account of
the Company of the Warrant Price (i) in cash, (ii) by certified or official bank
check or (iii) by any combination of the foregoing, all as provided in the
Warrant Agreement and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement.

            The Warrant Price and, at the Company's option, either (1) the
number of shares of Class B Common Stock purchasable on the exercise of each
Warrant or (2) the number of Warrants outstanding are subject to adjustment in
certain events as provided in the Warrant Agreement. In the event the Company
elects to adjust the number of Warrants outstanding rather than the number of
shares of Class B Common Stock purchasable on the exercise of each Warrant, the
Company shall cause the Warrant Agent to distribute to registered holders of
Warrant Certificates either Warrant Certificates representing any additional
Warrants issuable pursuant to the adjustment or substitute Warrant Certificates
to replace all outstanding Warrant Certificates in accordance with the
provisions of the Warrant Agreement. The Company shall not be required to issue
fractions of Warrants or Warrant Certificates evidencing fractional Warrants
upon any such adjustment or otherwise, but the Company shall make adjustment in
cash or scrip for any fraction of a Warrant which the registered holder of


<PAGE>

Warrants would have been entitled to receive upon such adjustment or otherwise
on the basis of the then-current market value of such fraction of a Warrant
(computed as provided in the Warrant Agreement).

            This Warrant Certificate is issued under and in accordance with the
Joint Plan of Reorganization filed by the Company and certain of its
subsidiaries in the United States Bankruptcy Court for the District of Delaware
(as it may be further amended or modified, the "PLAN") and confirmed by an order
of such court dated April 3, 2000, and the Warrant Agreement dated as of May 1,
2000 (herein called the "WARRANT AGREEMENT"), between the Company and the
Warrant Agent, and is subject to the terms and provisions of the Plan and the
Warrant Agreement, which terms and provisions are hereby incorporated by
reference herein and made a part hereof. Every holder of this Warrant
Certificate consents to all of the terms contained in the Plan and in the
Warrant Agreement by acceptance hereof. Copies of the Plan and the Warrant
Agreement are available for inspection by the registered holder hereof at the
principal office of the Warrant Agent.

            The Company shall not be required upon the exercise of the Warrants
represented hereby to issue fractions of shares of Class B Common Stock, to
distribute stock certificates that evidence fractional shares of Class B Common
Stock or to issue Warrant Certificates representing fractional Warrants, but
shall make adjustment in cash or scrip for any fraction of a share which the
same registered holder of Warrants exercised in the same transaction would have
been entitled to purchase on the basis of the then-current market value of any
such fraction of a share (computed as provided in the Warrant Agreement). If the
Warrants represented hereby shall be exercised in part, the registered holder
hereof shall be entitled to receive, upon surrender hereof, another Warrant
Certificate for the balance of the number of whole Warrants not exercised as
provided in the Warrant Agreement.

            This Warrant Certificate may be exchanged either separately or in
combination with other Warrant Certificates at the Warrant Agent's Office (as
defined in the Warrant Agreement) for new Warrant Certificates representing the
same aggregate number of Warrants of the same Series evidenced by the Warrant
Certificate or Warrant Certificates exchanged, upon surrender of this Warrant
Certificate of the same Series and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement.

            This Warrant Certificate is transferable at the Warrant Agent's
Office by the registered holder hereof in person or by his attorney duly
authorized in writing, upon surrender of this Warrant Certificate and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement. Upon any such transfer, a new Warrant Certificate or new
Warrant Certificates of different denominations, representing in the aggregate a
like number of Warrants of the same Series, will be issued to the transferee.
Every holder of Warrants, by accepting this Warrant Certificate, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
this Warrant Certificate that until due presentation for the registration of
transfer of this Warrant Certificate on the Warrant Register maintained by the
Warrant Agent, the Company and the Warrant Agent may deem and treat the person
in whose name this Warrant Certificate is registered as the absolute and lawful
owner for all purposes whatsoever and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.


<PAGE>

            The Company is authorized by the Warrant Agreement to suspend the
exercise of all Warrants for any period during which any shares of Class B
Common Stock reserved for exercise of Warrants require, under any Federal or
state law or rule or regulation of any national securities exchange,
registration with or approval of any governmental authority or listing on any
national securities exchange and such registration, approval or listing is not
in effect.

            Nothing contained in the Warrant Agreement or in this Warrant
Certificate shall be construed as conferring on the holder of any Warrants or
his transferee any rights whatsoever as a stockholder of the Company.

            This Warrant Certificate shall not be valid unless countersigned
manually by the Warrant Agent.

            The Warrant Agreement and each Warrant Certificate, including this
Warrant Certificate, shall be deemed a contract made under the laws of the State
of New York and for all purposes shall be construed in accordance with the laws
of the State of New York.



<PAGE>



            IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed under its corporate seal.

Dated:  __________________, ____

                                          WILLCOX & GIBBS, INC.


[CORPORATE SEAL]


                                          By: _____________________________
                                              Name:
                                              Title:


Attest:

By: ____________________________
    Name:
    Title


COUNTERSIGNED:


                                          WILLCOX & GIBBS, INC.,
                                               AS WARRANT AGENT



                                          By: _____________________________
                                              Name:
                                              Title



<PAGE>






                             ELECTION TO EXERCISE
                  (To be executed upon exercise of Warrant)

To WILLCOX & GIBBS, INC.:

            The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, _______ shares of Class B Common Stock, as provided for therein, and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $_______.

            Please issue a certificate or certificates for such shares of Class
B Common Stock in the name of, and pay any cash for any fractional share to:

PLEASE INSERT SOCIAL SECURITY OR         Name  _______________________________
OTHER IDENTIFYING NUMBER OF ASSIGNEE           (Please Print Name and Address)

__________________________________       Address ___________________________

__________________________________       Signature ___________________________

                        NOTE:   The above signature
                                should correspond
                                exactly with the name
                                on the face of this
                                Warrant Certificate or
                                with the name of
                                assignee appearing in
                                the assignment form
                                below.

AND, if said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder less any fraction of a share paid in cash.

Dated: _______________





<PAGE>





                                  ASSIGNMENT

            (To be executed only upon assignment of Warrant Certificate)

            For value received, ______________________________ hereby sells,
assigns and transfers unto ______________________________ the within Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint __________________________ attorney,
to transfer said Warrant Certificate on the books of the within-named Company,
with full power of substitution in the premises.

Dated: _______________, ____


                                          NOTE:   The above signature should
                                                  correspond exactly with the
                                                  name on the face of this
                                                  Warrant Certificate.