<PAGE>   1
                                                                   Exhibit 10.2



                                WARRANT AGREEMENT
                           Dated as of October 1, 2000
                                     between
                            WEIGHTWATCHERS.COM, INC.
                                       and
                       WEIGHT WATCHERS INTERNATIONAL, INC.

                                WARRANT AGREEMENT
                                TABLE OF CONTENTS
<TABLE>
                                                                                                           Page
<S>                                                                                                        <C>
Section 1. Defined Terms.
                  1.1      Certain Definitions
                  1.2      Rules of Construction
         Section 2. Issuance, Form, Execution, Delivery and Registration of Warrant Certificates.
                  2.1      Issuance of Warrants
                  2.2      Execution of Warrant Certificates
                  2.3      Registration, Registration of Transfers and Exchanges
                  2.4      Form of Warrant Certificates
                  2.5      Restrictive Legends
                  2.6      Offices for Exercise, etc
                  2.7      Cancellation
                  2.8      Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates
         Section 3. Terms of Warrants; Exercise of Warrants.                                                6
                  3.1      Exercise Period                                                                  6
                  3.2      Manner of Exercise                                                               7
                  3.3      Issuance of Warrant Shares
                  3.4      Fractional Warrant Shares
                  3.5      Sufficient Authorized Share Capital
                  3.6      Payment of Taxes                                                                 8
         Section 4. Adjustment of Exercise Price and Number of Warrant Shares Issuable.
</TABLE>
<PAGE>   2
<TABLE>
<S>                                                                                                        <C>
                  4.1      Adjustments
                  4.2      Superseding Adjustment
                  4.3      Minimum Adjustment
                  4.4      Notice of Adjustment                                                             13
                  4.5      Notice of Certain Transactions
                  4.6      Adjustment to Warrant Certificate
                  4.7      Challenge to Good Faith Determination
                  4.8      Treasury Stock
         Section 5. Holders' Rights and Obligations.
                  5.1      Registration Rights
                  5.2      Other Rights and Obligations
         Section 6. Miscellaneous.
                  6.1      Notices to the Company and WWI
                  6.2      Amendments
                  6.3      Severability
                  6.4      Successors
                  6.5      Termination
                  6.6      Governing Law
                  6.7      Jurisdiction; Venue
                  6.8      Benefits of This Agreement
                  6.9      Counterparts
                  6.10     Table of Contents
                  6.11     MUTUAL WAIVER OF JURY TRIAL
</TABLE>

Exhibits

<TABLE>
<S>               <C>
EXHIBIT A         -        Form of Note
EXHIBIT B         -        Form of Warrant Certificate
</TABLE>

WARRANT AGREEMENT, dated as of October 1, 2000 (the "Agreement"), between
WeightWatchers.com, Inc., a Delaware corporation (the "Company"), and Weight
Watchers International, Inc., a Virginia corporation ("WWI").

                              W I T N E S S E T H:

WHEREAS, WWI has agreed to loan the Company up to an aggregate principal amount
of $23.5 million (the "Loan") pursuant to the terms of the Note attached hereto
as Exhibit A; and

WHEREAS, in order to induce WWI to make the Loan, the Company has agreed to
enter into this Agreement and issue 1,200,000 Warrants to WWI.

NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, and for the purpose of defining the respective rights and
obligations of the Company and the Holders (as defined below), the parties
hereto agree as follows:
<PAGE>   3
                      1.   DEFINED TERMS.

                               1.   Certain Definitions

                                    As used in this Agreement, the following
                                    terms shall have the following respective
                                    meanings:

                                    "Affiliate" means, as applied to any Person,
                                    any other Person directly or indirectly
                                    controlling, controlled by, or under direct
                                    or indirect common control with, such
                                    Person. For purposes of this definition,
                                    "control" (including, with correlative
                                    meanings, the terms "controlling,"
                                    "controlled by" and "under common control
                                    with"), as applied to any Person, is defined
                                    to mean the possession, directly or
                                    indirectly, of the power to direct or cause
                                    the direction of the management and policies
                                    of such Person, whether through the
                                    ownership of voting securities, by contract
                                    or otherwise.

                                    "Board" means the Board of Directors of the
                                    Company.

                                    "Business Day" means a day other than a
                                    Saturday, Sunday or other day on which
                                    commercial banks in New York City are
                                    authorized or required by law to close.

                                    "Cashless Exercise" has the meaning
                                    specified in Section 3.2 hereof.

                                    "Cashless Exercise Ratio" means a fraction,
                                    the numerator of which is the excess of the
                                    Current Market Value (as defined below) per
                                    share of Common Stock on the Exercise Date
                                    over the Exercise Price per share as of the
                                    Exercise Date and the denominator of which
                                    is the Current Market Value per share of
                                    Common Stock on the Exercise Date.

                                    "Combination" has the meaning specified in
                                    Section 4.1(d) hereof.

                                    "Commission" means the Securities and
                                    Exchange Commission.

                                    "Common Stock" means the common stock, par
                                    value $0.01 per share, of the Company.

                                    "Current Market Value," per share of Common
                                    Stock or any other security at any date,
                                    means (i) if the security is not registered
                                    under the Exchange Act, the fair market
                                    value of the security (without any discount
                                    for lack of liquidity, the amount of such
                                    security offered to be purchased or the fact
                                    that such securities may represent a
                                    minority interest in a private company or a
                                    company under the control of another Person)
                                    as determined in good faith by the Board and
                                    certified in a board resolution that is
                                    delivered to the Holders, and, if requested
                                    by the Majority Holders, determined to be
                                    fair, from a financial point of view, to the
                                    holders of such security or another security
                                    exercisable for such security, by an
                                    Independent Financial Expert (as set forth
                                    in such Independent Financial Expert's
                                    written fairness opinion); or (ii) if the
                                    security is registered under the Exchange
                                    Act, the average of the last reported sale
                                    price of the security (or the equivalent in
                                    an over-the-counter market) for each
                                    Business Day during the period commencing 15
                                    Business Days before such date and ending on
                                    the date one day prior to such date, or if
                                    the security has been registered under the
                                    Exchange Act for less than 15 consecutive
                                    Business Days before such date, the average
                                    of the daily closing bid prices (or such
                                    equivalent) for all of the Business Days
                                    before such date for which daily closing bid
                                    prices are available (provided, however,
                                    that if the closing bid price is not
                                    determinable for at least 10 Business Days
                                    in such period, the "Current Market Value"
                                    of the security shall be determined as if
                                    the security were not registered under the
                                    Exchange Act). The Company shall pay the
                                    fees and expenses of any Independent
                                    Financial Expert in the determination of
                                    Current Market Value.

                                    "Exchange Act" means the Securities Exchange
                                    Act of 1934, as amended (or any successor
                                    act), and the rules and regulations
                                    promulgated thereunder.

                                    "Exercise Date" means the date on which a
                                    Warrant is exercised by the Holder thereof.

                                    "Exercise Price" means the purchase price
                                    per Warrant Share to be paid upon the
<PAGE>   4
                                    exercise of each Warrant, which price shall
                                    be $7.14 per Warrant Share as adjusted in
                                    accordance with the terms hereof.

                                    "Expiration Date" means October 1, 2010.

                                    "Holder" means the holder of a Warrant,
                                    which shall initially be WWI.

                                    "Independent Financial Expert" means a
                                    nationally recognized investment bank that
                                    does not (and whose directors, executive
                                    officers and 5% stockholders do not) have a
                                    direct or indirect financial interest in the
                                    Company, the Holders, or any of their
                                    respective subsidiaries or Affiliates, which
                                    has not been for at least five years, and at
                                    the time it is called upon to give
                                    independent financial advice to the Company
                                    is not (and none of its directors, executive
                                    officers or 5% stockholders is), a promoter,
                                    director, or officer of the Company, the
                                    Holders or any of their respective
                                    subsidiaries or Affiliates. The Independent
                                    Financial Expert may be compensated and
                                    indemnified by the Company for opinions or
                                    services it provides as an Independent
                                    Financial Expert.

                                    "Issue Date" means October 1, 2000, the date
                                    on which the Warrants are first issued.

                                    "Majority Holders" means the Holders of a
                                    majority of the then outstanding Warrants.

                                    "Officer" means the principal executive
                                    officer, the principal financial officer,
                                    the treasurer or the principal accounting
                                    officer of the Company.

                                    "Person" means any individual, corporation,
                                    partnership, joint venture, limited
                                    liability company, association, joint-stock
                                    company, trust, unincorporated organization,
                                    government or any agency or political
                                    subdivision thereof or any other entity.

                                    "Repurchase Price" means, in respect of a
                                    Warrant, (i) the excess of the Current
                                    Market Value of a share of Common Stock of
                                    the Company over the Exercise Price per
                                    share of Common Stock, multiplied by (ii)
                                    the number of Warrant Shares that would be
                                    obtained if one Warrant was exercised on the
                                    date of repurchase.

                                    "Right" has the meaning specified in Section
                                    4.1(g) hereof.

                                    "Securities Act" means the Securities Act of
                                    1933, as amended (or any successor act), and
                                    the rules and regulations promulgated
                                    thereunder.

                                    "Successor Company" has the meaning
                                    specified in Section 4.1(d) hereof.

                                    "Warrant Certificates" means the
                                    certificates evidencing the Warrants to be
                                    delivered pursuant to this Agreement,
                                    substantially in the form of Exhibit B
                                    hereto.

                                    "Warrant Registrar" has the meaning
                                    specified in Section 2.3 hereof.

                                    "Warrant Shares" has the meaning specified
                                    in Section 2.1 hereof.

                                    "Warrants" shall mean the Warrants issued
                                    hereunder and all warrants issued upon
                                    transfer, division or combination of, or in
                                    substitution for, any thereof. All Warrants
                                    shall at all times be identical as to terms
                                    and conditions and date, except as to the
                                    number of shares of Common Stock for which
                                    they may be exercised.

                               2.   Rules of Construction

                                    Unless the text otherwise required.

                                                 i.  a term has the meaning
                                                     assigned to it;

                                                 ii. an accounting term not
                                                     otherwise defined has the
                                                     meaning assigned to it in
                                                     accordance with United
                                                     States generally accepted
                                                     accounting principles
                                                     ("U.S. GAAP") as in effect
                                                     from time to time;

                                                 iii. "or" is not exclusive;
<PAGE>   5
                                                 iv. "including" means
                                                     including, without
                                                     limitation; and

                                                 v.  words in the singular
                                                     include the plural and
                                                     words in the plural include
                                                     the singular.

                      2.    ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION
                            OF WARRANT CERTIFICATES.

                               1.   Issuance of Warrants

                                    . Each Warrant Certificate shall evidence
                                    the number of Warrants specified therein,
                                    and each Warrant evidenced thereby shall
                                    represent the right, subject to the
                                    provisions contained herein and therein, to
                                    purchase from the Company (and the Company
                                    shall issue and sell to such holder of the
                                    Warrant) one share of Common Stock of the
                                    Company (the shares purchasable upon
                                    exercise of a Warrant being hereinafter
                                    referred to as the "Warrant Shares," subject
                                    to adjustment as provided in Section 4
                                    hereof).

                               2.   Execution of Warrant Certificates

                                    . The Warrant Certificates shall be executed
                                    on behalf of the Company by one Officer of
                                    the Company. Such signatures may be the
                                    manual or facsimile signatures of the
                                    present or any future such Officers.
                                    Typographical and other minor errors or
                                    defects in any such reproduction of any such
                                    signature shall not affect the validity or
                                    enforceability of any Warrant Certificate.

                                    In case any Officer of the Company who shall
                                    have signed any of the Warrant Certificates
                                    shall cease to be such Officer before the
                                    Warrant Certificate so signed shall be
                                    delivered by the Company, such Warrant
                                    Certificate nevertheless may be delivered or
                                    disposed of as though the Person who signed
                                    such Warrant Certificate had not ceased to
                                    be such Officer of the Company; and any
                                    Warrant Certificate may be signed on behalf
                                    of the Company by such Persons as, at the
                                    actual date of the execution of such Warrant
                                    Certificate, shall be the proper Officers of
                                    the Company, although at the date of the
                                    execution and delivery of this Agreement any
                                    such Person was not such an Officer.

                               3.   Registration, Registration of Transfers and
                                    Exchanges

                                    . The Company will keep, at the office or
                                    agency maintained by the Company for such
                                    purpose, a register or registers in which,
                                    subject to such reasonable regulations as it
                                    may prescribe, the Company shall provide for
                                    the registration of, and registration of
                                    transfer and exchange of, Warrants as
                                    provided herein. Each person designated by
                                    the Company from time to time as a Person
                                    authorized to register the transfer and
                                    exchange of the Warrants is hereinafter
                                    called, individually and collectively, the
                                    "Warrant Registrar." The Company hereby
                                    initially appoints itself as Warrant
                                    Registrar. Upon written notice to the
                                    Holders and any acting Warrant Registrar,
                                    the Company may appoint a successor Warrant
                                    Registrar for such purposes.

                                    The Company will at all times designate one
                                    Person (who may be the Company and who need
                                    not be a Warrant Registrar) to act as
                                    repository of a master list of names and
                                    addresses of the holders of Warrants (the
                                    "Warrant Register"). The Company will act as
                                    such repository unless and until some other
                                    Person is, by written notice from the
                                    Company to the Holders and the Warrant
                                    Registrar, designated by the Company to act
                                    as such. In the event the Warrant Registrar
                                    is not the repository, the Company shall
                                    cause the Warrant Registrar to furnish to
                                    such repository, on a current basis, such
                                    information as to all registrations of
                                    transfer and exchanges effected by the
                                    Warrant Registrar, as may be necessary to
                                    enable such repository to maintain the
                                    Warrant Register on as current a basis as is
                                    practicable.

                                    When Warrants are presented to the Company
                                    with a request to register the transfer of
                                    the Warrants or exchange Warrants for an
                                    equal number of Warrants of other authorized
                                    denominations, the Company shall register
                                    the transfer or make the exchange as
                                    requested if the requirements under this
                                    Warrant Agreement as set forth herein for
                                    such transactions are met; provided,
                                    however, that the Warrants presented or
                                    surrendered for registration of transfer or
                                    exchange shall be duly endorsed or
                                    accompanied by a written instruction of
                                    transfer in form satisfactory to the
                                    Company, duly executed by the holder thereof
                                    or by his attorney, duly authorized in
                                    writing.

                                    All Warrants issued upon any registration of
                                    transfer or exchange of Warrants
<PAGE>   6
                                    shall be the valid obligations of the
                                    Company, evidencing the same obligations,
                                    and entitled to the same benefits under this
                                    Agreement, as the Warrants surrendered upon
                                    such registration of transfer or exchange.

                               4.   Form of Warrant Certificates

                                    . The Warrant Certificates to be delivered
                                    pursuant to this Agreement shall be
                                    substantially in the form set forth in
                                    Exhibit B attached hereto. Such Warrant
                                    Certificates shall represent such of the
                                    outstanding Warrants as shall be specified
                                    therein and each shall provide that it shall
                                    represent the aggregate amount of
                                    outstanding Warrants from time to time
                                    endorsed thereon and that the aggregate
                                    amount of outstanding Warrants represented
                                    thereby may from time to time be decreased
                                    or increased, as appropriate. Any
                                    endorsement of a Warrant Certificate to
                                    reflect the amount of any increase or
                                    decrease in the amount of outstanding
                                    Warrants represented thereby shall be made
                                    by the Company in accordance with
                                    instructions given by the holder thereof.

                               5.   Restrictive Legends

                                    . The Warrant Certificates shall bear the
                                    following legend (the "Private Placement
                                    Legend") on the face thereof:

                                    THE SECURITIES EVIDENCED HEREBY HAVE NOT
                                    BEEN REGISTERED UNDER THE SECURITIES ACT OF
                                    1933, AS AMENDED (THE "SECURITIES ACT"), OR
                                    ANY STATE OR OTHER SECURITIES LAWS. NEITHER
                                    THIS SECURITY NOR ANY INTEREST OR
                                    PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
                                    ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
                                    OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
                                    SUCH REGISTRATION OR UNLESS THE TRANSACTION
                                    IS EXEMPT FROM, OR NOT SUBJECT TO, THE
                                    REGISTRATION REQUIREMENTS OF THE SECURITIES
                                    ACT.

                               6.   Offices for Exercise, etc

                                    . So long as any of the Warrants remain
                                    outstanding, the Company will designate: (a)
                                    an office or agency where the Warrant
                                    Certificates may be presented for exercise,
                                    (b) an office or agency where the Warrant
                                    Certificates may be presented for
                                    registration of transfer and for exchange,
                                    and (c) an office or agency where notices
                                    and demands to or upon the Company in
                                    respect of the Warrants or of this Agreement
                                    may be served. The Company may from time to
                                    time change such designation, as it may deem
                                    desirable or expedient. The Company will
                                    give to the Holders and the Warrant
                                    Registrar written notice of the location of
                                    any such office or agency and of any change
                                    of location thereof. The Company hereby
                                    designates its office at the address set
                                    forth in Section 6.1, as the initial agency
                                    maintained for such purpose.

                               7.   Cancellation

                                    . All Warrant Certificates surrendered for
                                    the purpose of exercise (in whole or in
                                    part), exchange, substitution or transfer
                                    shall, if surrendered to the Company or to
                                    any of its agents, be delivered to the
                                    Company for cancellation or in cancelled
                                    form, or if surrendered to the Company shall
                                    be cancelled by it, and no Warrant
                                    Certificates shall be issued in lieu thereof
                                    except as expressly permitted by any of the
                                    provisions of this Agreement. If the Company
                                    purchases or acquires Warrants and if the
                                    Company so chooses, the Company may cancel
                                    and retire the Warrant Certificates
                                    evidencing said Warrants.

                                8.  Lost, Stolen, Destroyed, Defaced or
                                    Mutilated Warrant Certificates

                                    . Upon receipt by the Company (or any agent
                                    of the Company if requested by the Company)
                                    of evidence satisfactory to it of the loss,
                                    theft, destruction, defacement or mutilation
                                    of any Warrant Certificate and of indemnity
                                    satisfactory to it (which may include
                                    posting a bond) and, in the case of
                                    mutilation or defacement, upon surrender
                                    thereof to the Company for cancellation,
                                    then, in the absence of notice to the
                                    Company that such Warrant Certificate has
                                    been acquired by a bona fide purchaser or
                                    holder in due course, the Company shall
                                    execute in exchange for or in lieu of the
                                    lost, stolen, destroyed, defaced or
                                    mutilated Warrant Certificate, a new Warrant
                                    Certificate representing a like number of
                                    Warrants, bearing a number or other
                                    distinguishing
<PAGE>   7
                                    symbol not contemporaneously outstanding.
                                    Upon the issuance of any new Warrant
                                    Certificate under this Section, the Company
                                    may require the payment from the holder of
                                    such Warrant Certificate of a sum sufficient
                                    to cover any tax, stamp tax or other
                                    governmental charge that may be imposed in
                                    relation thereto and any other expenses
                                    (including the fees and expenses of the
                                    Warrant Registrar) in connection therewith.
                                    Every substitute Warrant Certificate
                                    executed and delivered pursuant to this
                                    Section in lieu of any lost, stolen or
                                    destroyed Warrant Certificate shall
                                    constitute an additional contractual
                                    obligation of the Company, whether or not
                                    the lost, stolen or destroyed Warrant
                                    Certificate shall be at any time enforceable
                                    by anyone, and shall be entitled to the
                                    benefits of (but shall be subject to all the
                                    limitations of rights set forth in) this
                                    Agreement equally and proportionately with
                                    any and all other Warrant Certificates duly
                                    executed and delivered hereunder. The
                                    provisions of this Section 2.8 are exclusive
                                    with respect to the replacement of lost,
                                    stolen, destroyed, defaced or mutilated
                                    Warrant Certificates and shall preclude (to
                                    the extent lawful) 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
                                    lost, stolen, destroyed, defaced or
                                    mutilated Warrant Certificates.

                      3.   TERMS OF WARRANTS; EXERCISE OF WARRANTS.

                               1.   EXERCISE PERIOD

                                    Subject to the terms of this Agreement, each
                                    Holder shall have the right until 5:00 p.m.,
                                    New York City time, on the Expiration Date
                                    to receive from the Company the number of
                                    fully paid and nonassessable Warrant Shares
                                    which the Holder may at the time be entitled
                                    to receive on exercise of such Warrants and
                                    payment of the Exercise Price then in effect
                                    for such Warrant Shares. Each Warrant not
                                    exercised prior to 5:00 p.m., New York City
                                    time, on the Expiration Date shall become
                                    void and all rights thereunder and all
                                    rights in respect thereof under this
                                    Agreement shall cease as of such time.

                                    The Company shall give notice not less than
                                    90, and not more than 120, days prior to the
                                    Expiration Date to the Holders of the
                                    outstanding Warrants to the effect that the
                                    Warrants will terminate and become void as
                                    of 5:00 p.m., New York City time, on the
                                    Expiration Date; provided, however, that the
                                    failure by the Company to give such notice
                                    as provided in this Section shall not affect
                                    such termination and becoming void of the
                                    Warrants as of 5:00 p.m., New York City
                                    time, on the Expiration Date.

                               2.   Manner of Exercise

                                    A Warrant may be exercised at any time prior
                                    to the Expiration Date upon (i) surrender to
                                    the Company of the Warrant Certificates,
                                    together with the form of election to
                                    purchase properly completed and executed by
                                    the Holder thereof and (ii) payment to the
                                    Company of the Exercise Price for each share
                                    of Common Stock or other securities issuable
                                    upon exercise of such Warrants. The Exercise
                                    Price may be paid (i) in cash or by
                                    certified or official bank check or by wire
                                    transfer to an account designated by the
                                    Company for such purpose (a "Cash Exercise")
                                    or (ii) without the payment of cash, by
                                    reducing the number of shares of Common
                                    Stock that would be obtainable upon the
                                    exercise of a Warrant and payment of the
                                    Exercise Price in cash so as to yield a
                                    number of shares of Common Stock upon the
                                    exercise of such Warrant equal to the
                                    product of (a) the number of shares of
                                    Common Stock for which such Warrant is
                                    exercisable as of the date of exercise (if
                                    the Exercise Price were being paid in cash)
                                    and (b) the Cashless Exercise Ratio. An
                                    exercise of a Warrant in accordance with
                                    clause (ii) of the immediately preceding
                                    sentence is herein called a "Cashless
                                    Exercise." In the event of a Cashless
                                    Exercise of Warrants, the Company will
                                    purchase from the Holder thereof such number
                                    of Warrants as would have entitled the
                                    Holder thereof to receive the excess of the
                                    number of shares of Common Stock deliverable
                                    upon a Cash Exercise over the number of
                                    shares of Common Stock deliverable upon a
                                    Cashless Exercise, for a purchase price
                                    equal to the Exercise Price multiplied by
                                    the excess of the number of shares of Common
                                    Stock purchasable upon a Cash Exercise over
                                    the number of shares of Common Stock
                                    purchasable upon a Cashless Exercise. The
                                    Company agrees to offset the purchase price
                                    referred to in the immediately preceding
                                    sentence with the obligation to pay the
                                    Exercise Price in respect of the shares of
                                    Common Stock deliverable upon a Cashless
                                    Exercise. Upon surrender of a Warrant
                                    Certificate representing more than one
                                    Warrant in connection with the holder's
                                    option to elect a Cashless Exercise, the
                                    number of shares of Common Stock deliverable
<PAGE>   8
                                    upon a Cashless Exercise shall be equal to
                                    the number of shares of Common Stock
                                    issuable upon the exercise of Warrants that
                                    the Holder specifies are to be exercised
                                    pursuant to a Cashless Exercise multiplied
                                    by the Cashless Exercise Ratio. All
                                    provisions of this Agreement shall be
                                    applicable with respect to a surrender of a
                                    Warrant Certificate pursuant to a Cashless
                                    Exercise for less than the full number of
                                    Warrants represented thereby. Upon surrender
                                    of the Warrant Certificate and payment of
                                    the Exercise Price in accordance with this
                                    Agreement, the Company will issue shares of
                                    Common Stock of the Company for each Warrant
                                    evidenced by such Warrant Certificate,
                                    subject to adjustment as described herein.
                                    Whenever there occurs a Cashless Exercise,
                                    the Company shall deliver to the Holder a
                                    certificate setting forth the Cashless
                                    Exercise Ratio.

                               3.   Issuance of Warrant Shares

                                    Subject to Section 2.8, upon the surrender
                                    of Warrant Certificates and payment of the
                                    Exercise Price, as set forth above, the
                                    Company shall issue shares of Common Stock
                                    in such name or names as the Holder may
                                    designate, for the number of full Warrant
                                    Shares so purchased upon the exercise of
                                    such Warrants or other securities or
                                    property to which it is entitled, registered
                                    or otherwise to the Person or Persons
                                    entitled to receive the same, together with
                                    cash as provided in Section 3.4 in respect
                                    of any fractional Warrant Shares otherwise
                                    issuable upon such exercise. Such shares of
                                    Common Stock shall be deemed to have been
                                    issued and any Person so designated shall be
                                    deemed to have become a holder of record of
                                    such Warrant Shares as of the date of the
                                    surrender of such Warrant Certificates and
                                    payment of the per share Exercise Price or
                                    upon a Cashless Exercise.

                                    The Company hereby agrees that no service
                                    charge will be made for registration of
                                    transfer or exchange upon surrender of any
                                    Warrant Certificate at the office maintained
                                    for that purpose. Holders may be required to
                                    make payment of a sum sufficient to cover
                                    any tax or other governmental charge that
                                    may be imposed in connection with any
                                    registration or transfer or exchange of
                                    Warrant Certificates.

                               4.   Fractional Warrant Shares

                                    The Company shall not be required to issue
                                    fractional Warrant Shares on the exercise of
                                    Warrants. If more than one Warrant shall be
                                    exercised in full at the same time by the
                                    same Holder, the number of full Warrant
                                    Shares which shall be issuable upon such
                                    exercise shall be computed on the basis of
                                    the aggregate number of Warrant Shares
                                    purchasable pursuant thereto. If any
                                    fraction of a Warrant Share would, except
                                    for the provisions of this Section 3.4, be
                                    issuable on the exercise of any Warrant (or
                                    specified portion thereof), the Company may,
                                    at its option, pay an amount in cash equal
                                    to the Current Market Value for one Warrant
                                    Share on the Business Day immediately
                                    preceding the date the Warrant is exercised,
                                    multiplied by such fraction.

                               5.   Sufficient Authorized Share Capital

                                    The Company has and will maintain an
                                    authorized share capital sufficient for the
                                    issuance of such number of shares of Common
                                    Stock as will be issuable upon the exercise
                                    of all outstanding Warrants. Such shares of
                                    Common Stock, when issued and paid for in
                                    accordance with the Warrant Agreement, will
                                    be duly and validly issued, fully paid and
                                    nonassessable, free of preemptive rights and
                                    free from all liens, charges and security
                                    interests with respect to the issue thereof.

                               6.   Payment of Taxes

                                    The Company will pay all documentary stamp
                                    taxes attributable to the initial issuance
                                    of the Warrants and the Warrant Shares
                                    issuable upon the exercise of Warrants;
                                    provided, however, that the Company shall
                                    not be required to pay any tax or taxes
                                    which may be payable in respect of any
                                    transfer involved in the issue of any
                                    Warrant Certificates or Warrant Shares in a
                                    name other than that of the Holder of a
                                    Warrant Certificate surrendered upon the
                                    exercise of a Warrant, and the Company shall
                                    not be required to issue or deliver such
                                    Warrant Certificates unless or 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.
<PAGE>   9
                      4.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
                           SHARES ISSUABLE.

                               1.   ADJUSTMENTS

                                      The Exercise Price and the number of
                                    Warrant Shares purchasable upon the exercise
                                    of Warrants shall be subject to adjustment
                                    from time to time as follows:

                                        a.  Changes in Shares of Common Stock.
                                            In the event that at any time or
                                            from time to time after the date
                                            hereof the Company shall (i) pay a
                                            dividend or make a distribution on
                                            its shares of Common Stock in shares
                                            of Common Stock or other shares of
                                            capital stock, (ii) subdivide its
                                            outstanding shares of Common Stock
                                            into a larger number of shares of
                                            Common Stock, (iii) combine its
                                            outstanding shares of Common Stock
                                            into a smaller number of shares of
                                            Common Stock or (iv) increase or
                                            decrease the number of shares of
                                            Common Stock outstanding by
                                            reclassification of its shares of
                                            Common Stock, then the number of
                                            shares of Common Stock purchasable
                                            upon exercise of each Warrant
                                            immediately after the happening of
                                            such event shall be adjusted
                                            (including by adjusting the
                                            definition of "Warrant Shares") so
                                            that, after giving effect to such
                                            adjustment, the Holder of each
                                            Warrant shall be entitled to receive
                                            the number of shares of Common Stock
                                            upon exercise that such Holder would
                                            have owned or have been entitled to
                                            receive had such Warrants been
                                            exercised immediately prior to the
                                            happening of the events described
                                            above (or, in the case of a dividend
                                            or distribution of shares of Common
                                            Stock, immediately prior to the
                                            record date therefor). An adjustment
                                            made pursuant to this Section 4.1(a)
                                            shall become effective immediately
                                            after the effective date,
                                            retroactive to the record date
                                            therefor in the case of a dividend
                                            or distribution in shares of Common
                                            Stock, and shall become effective
                                            immediately after the effective date
                                            in the case of a subdivision,
                                            combination or reclassification.

                                        b.  Cash Dividends and Other
                                            Distributions. In case at any time
                                            or from time to time after the date
                                            hereof the Company shall distribute
                                            to holders of shares of Common Stock
                                            (i) any dividend or other
                                            distribution of cash, evidences of
                                            its indebtedness, shares of its
                                            capital stock or any other
                                            properties or securities or (ii) any
                                            options, warrants or other rights to
                                            subscribe for or purchase any of the
                                            foregoing (other than, in each case
                                            set forth in (i) and (ii), (x) any
                                            dividend or distribution described
                                            in Section 4.1(a) or (y) any rights,
                                            options, warrants or securities
                                            described in Section 4.1(c)) then
                                            the number of Warrant Shares
                                            purchasable upon the exercise of
                                            each Warrant shall be increased to a
                                            number determined by multiplying the
                                            number of shares of Common Stock
                                            issuable immediately prior to the
                                            record date upon exercise of each
                                            Warrant by a fraction, the numerator
                                            of which shall be the sum of (x) any
                                            cash distributed per Warrant Share
                                            and (y) the Current Market Value of
                                            the portion, if any, of the
                                            distribution applicable to one
                                            Warrant Share consisting of
                                            evidences of indebtedness, shares of
                                            stock, securities, other property,
                                            warrants, options or subscription of
                                            purchase rights and the denominator
                                            of which shall be the Current Market
                                            Value of the shares of Common Stock
                                            comprising one Warrant Share
                                            immediately after such dividend or
                                            other distribution. Such adjustment
                                            shall be made whenever any
                                            distribution is made and shall
                                            become effective as of the date of
                                            distribution, retroactive to the
                                            record date for any such
                                            distribution; provided, however,
                                            that the Company is not required to
                                            make an adjustment pursuant to this
                                            Section 4.1(b) if at the time of
                                            such distribution the Company makes
                                            the same distribution to Holders of
                                            Warrants as it makes to holders of
                                            shares of Common Stock pro rata
                                            based on the number of shares of
                                            Common Stock for which such Warrants
                                            are exercisable (whether or not
                                            currently exercisable). No
                                            adjustment shall be made pursuant to
                                            this Section 4.1(b) which shall have
                                            the effect of decreasing the number
                                            of Warrant Shares purchasable upon
                                            exercise of each Warrant.

                                        c.  Rights Issue. In the event that at
                                            any time or from time to time after
                                            the date hereof the Company shall
                                            issue, sell, distribute or otherwise
                                            grant any rights to subscribe for or
                                            to purchase, or any options or
                                            warrants for the purchase of, or any
                                            securities convertible or
                                            exchangeable into, shares of Common
                                            Stock to all holders of shares of
                                            Common Stock, entitling such holders
                                            to subscribe for or purchase shares
                                            of Common Stock or stock or
                                            securities convertible into shares
                                            of Common Stock within 60 days after
                                            the record date for such issuance,
                                            sale, distribution or other grant,
                                            as the case may be, and the sum of
                                            (a) the offering price of such
                                            right, option,
<PAGE>   10
                                            warrant or other security (on a per
                                            share basis) and (b) any
                                            subscription, purchase, conversion
                                            or exchange price per share of
                                            Common Stock (the "Consideration")
                                            is lower at the record date for such
                                            issuance than the then Current
                                            Market Value per share of such
                                            Common Stock, the number of shares
                                            of Common Stock thereafter
                                            purchasable shall be increased to a
                                            number determined by multiplying the
                                            number of shares of Common Stock
                                            issuable immediately prior to the
                                            record date upon exercise of each
                                            Warrant by a fraction, the numerator
                                            of which shall be the number of
                                            shares of Common Stock outstanding
                                            on the date of issuance of such
                                            rights, options, warrants or
                                            securities plus the number of
                                            additional shares of Common Stock
                                            offered for subscription or purchase
                                            or into or for which such securities
                                            are convertible or exchangeable, and
                                            the denominator of which shall be
                                            the number of shares of Common Stock
                                            outstanding on the date of issuance
                                            of such rights, options, warrants or
                                            securities plus the total number of
                                            shares of Common Stock which could
                                            be purchased at the Current Market
                                            Value with the aggregate of the
                                            Consideration with respect to such
                                            issuance, sale, distribution or
                                            other grant. Such adjustment shall
                                            be made whenever such rights,
                                            options or warrants are issued and
                                            shall become effective retroactively
                                            immediately after the record date
                                            for the determination of
                                            stockholders entitled to receive
                                            such rights, options, warrants or
                                            securities; provided however, that
                                            the Company is not required to make
                                            an adjustment pursuant to this
                                            Section 4.1(c) if the Company shall
                                            make the same distribution to
                                            Holders of Warrants. No adjustment
                                            shall be made pursuant to this
                                            Section 4.1(c) which shall have the
                                            effect of decreasing the number of
                                            Warrant Shares purchasable upon
                                            exercise of each Warrant.

                                            If the Company at any time shall
                                            issue two or more securities as a
                                            unit and one or more of such
                                            securities shall be rights, options
                                            or warrants for or securities
                                            convertible or exchangeable into,
                                            shares of Common Stock subject to
                                            this Section 4.1(c), the
                                            consideration allocated to each such
                                            security shall be determined in good
                                            faith by the Board.

                                        d.  Combination; Liquidation. Except as
                                            provided in clause (ii) below, in
                                            the event of certain consolidations,
                                            mergers or demergers of the Company,
                                            or the sale of all or substantially
                                            all of the assets of the Company to
                                            another Person (a "Combination"),
                                            each Warrant will thereafter be
                                            exercisable for the right to receive
                                            the kind and amount of shares of
                                            stock or other securities or
                                            property to which such holder would
                                            have been entitled as a result of
                                            such Combination had the Warrants
                                            been exercised immediately prior
                                            thereto. Unless clause (ii) is
                                            applicable to a Combination, if any
                                            Warrants shall be outstanding after
                                            a Combination, the Company shall
                                            provide that the surviving or
                                            acquiring Person (the "Successor
                                            Company") in such Combination will
                                            enter into an agreement with the
                                            Holders confirming the Holders'
                                            rights pursuant to this Section
                                            4.1(d) and providing for
                                            adjustments, which shall be as
                                            nearly equivalent as may be
                                            practicable to the adjustments
                                            provided for in this Section 4. The
                                            provisions of this Section 4.1(d)
                                            shall similarly apply to successive
                                            Combinations involving any Successor
                                            Company.

                                            In the event of (A) a Combination,
                                            and, in connection therewith, the
                                            consideration payable to the holders
                                            of shares of Common Stock in
                                            exchange for their shares is payable
                                            solely in cash or (B) a dissolution,
                                            liquidation or winding-up of the
                                            Company, then the holders of the
                                            Warrants will be entitled to receive
                                            distributions on an equal basis with
                                            the holders of shares of Common
                                            Stock or other securities issuable
                                            upon exercise of the Warrants, as if
                                            the Warrants had been exercised
                                            immediately prior to such event,
                                            less the Exercise Price. Upon
                                            receipt of such payment, if any, the
                                            Warrants will expire and the rights
                                            of holders thereof will cease.

                                            In the case of any such Combination,
                                            the surviving or acquiring Person as
                                            described in this Section 4.1(d)
                                            and, in the event of any
                                            dissolution, liquidation or
                                            winding-up of the Company, the
                                            Company, shall promptly pay to the
                                            Holders of the Warrants the amounts
                                            to which they are entitled as
                                            described above upon surrender of
                                            the Warrant Certificates. The
                                            Company shall make payment to the
                                            Holders by delivering a check, or by
                                            wire transfer of same-day funds, in
                                            such amount as is appropriate (or,
                                            in
<PAGE>   11
                                            the case of consideration other than
                                            cash, such other consideration as is
                                            appropriate) to such Person or
                                            Persons as it may be directed in
                                            writing by the Holders surrendering
                                            such Warrants.

                                        e.  Tender Offers; Exchange Offers. In
                                            the event that the Company or any
                                            subsidiary of the Company shall
                                            purchase shares of Common Stock
                                            pursuant to a tender offer or an
                                            exchange offer for a price per share
                                            of Common Stock that is greater than
                                            the then Current Market Value per
                                            share of Common Stock in effect at
                                            the end of the trading day
                                            immediately following the day on
                                            which such tender offer or exchange
                                            offer expires, then the Company, or
                                            such subsidiary of the Company,
                                            shall, within 10 Business Days of
                                            the expiry of such tender offer or
                                            exchange offer, offer to purchase
                                            Warrants for comparable
                                            consideration per share of Common
                                            Stock based on the number of shares
                                            of Common Stock which the Holders of
                                            such Warrants would receive upon
                                            exercise of such Warrants (the
                                            "Offer") (such amount less the
                                            Exercise Price in respect of such
                                            share, the "Per Share
                                            Consideration"); provided, however,
                                            if a tender offer is made for only a
                                            portion of the outstanding shares of
                                            Common Stock, then such offer shall
                                            be made for such shares of Common
                                            Stock issuable upon exercise of the
                                            Warrants in the same pro rata
                                            proportion.

                                            The Offer shall remain open for a
                                            period of 20 Business Days following
                                            its commencement and no longer,
                                            except to the extent that a longer
                                            period is required by applicable law
                                            (the "Offer Period"). No later than
                                            five Business Days after the
                                            termination of the Offer Period (the
                                            "Purchase Date"), the Company shall
                                            purchase such Warrants for the
                                            applicable Per Share Consideration.

                                        f.  Other Events. If any event occurs as
                                            to which the foregoing provisions of
                                            this Section 4 are not strictly
                                            applicable or, if strictly
                                            applicable, would not, in the good
                                            faith judgment of the Board, fairly
                                            and adequately protect the purchase
                                            rights of the Warrants in accordance
                                            with the essential intent and
                                            principles of such provisions, then
                                            the Board shall make such
                                            adjustments in the application of
                                            such provisions, in accordance with
                                            such essential intent and
                                            principles, as shall be reasonably
                                            necessary, in the good faith opinion
                                            of the Board, to protect such
                                            purchase rights as aforesaid.

                                        g.  When No Adjustment Required. Without
                                            limiting any other exception
                                            contained in this Section 4.1, and
                                            in addition thereto, no adjustment
                                            need be made for:

                                                 i.  (A) grants to, exercises of
                                                     Rights by, or issuances of
                                                     equity securities to
                                                     employees, directors,
                                                     consultants or advisors of
                                                     the Company or any of its
                                                     subsidiaries and (B)
                                                     exercises of Rights by, or
                                                     issuances of equity
                                                     securities in connection
                                                     with Rights previously
                                                     issued to former employees,
                                                     former directors, former
                                                     consultants (to the extent
                                                     that all such securities,
                                                     other than those permitted
                                                     by clause (ii) below, do
                                                     not have an aggregate value
                                                     in excess of 15% of the
                                                     equity value of the Company
                                                     on a fully diluted basis,
                                                     as determined in good faith
                                                     by the Board). As used
                                                     herein, "Right" shall mean
                                                     any right, option, warrant
                                                     or convertible or
                                                     exchangeable security
                                                     containing the right to
                                                     subscribe for or acquire
                                                     one or more shares of
                                                     Common Stock, excluding the
                                                     Warrants;

                                                ii.  options, warrants or other
                                                     agreements or rights to
                                                     purchase capital stock of
                                                     the Company entered into or
                                                     granted prior to the date
                                                     of the issuance of the
                                                     Warrants or any issuance of
                                                     capital stock pursuant
                                                     thereto or in connection
                                                     therewith;

                                                iii. bona fide public offerings
                                                     or private placements;

                                                iv.  rights to purchase shares
                                                     of Common Stock pursuant to
                                                     a Company plan for
                                                     reinvestment of dividends
                                                     or interest; and

                                                v.   a change in the par value
                                                     of shares of Common Stock
                                                     (including a change from
                                                     par value to no par value
                                                     or vice versa).

                                        h.  Adjustment of Exercise Price.
                                            Whenever the number of shares of
                                            Common Stock purchasable upon the
                                            exercise of each Warrant is
                                            adjusted, as provided under this
                                            Section 4, the Exercise Price per
                                            share of Common Stock payable upon
                                            exercise of such Warrant shall be
                                            adjusted (calculated to the nearest
                                            $0.01) so that it shall equal the
                                            price determined by multiplying such
                                            Exercise Price immediately prior to
                                            such adjustment
<PAGE>   12
                                            by a fraction the numerator of which
                                            shall be the number of shares of
                                            Common Stock purchasable upon the
                                            exercise of each Warrant immediately
                                            prior to such adjustment and the
                                            denominator of which shall be the
                                            number of shares of Common Stock so
                                            purchasable immediately thereafter.
                                            Following any adjustment to the
                                            Exercise Price pursuant to this
                                            Section 4, the amount payable, when
                                            adjusted, shall never be less than
                                            the par value per share of Common
                                            Stock at the time of such
                                            adjustment.

                                    If after an adjustment, a Holder of a
                                    Warrant upon exercise of it may receive
                                    shares of two or more classes of capital
                                    stock of the Company, the Company shall
                                    determine the allocation of the adjusted
                                    Exercise Price between such classes of
                                    shares in a manner that the Board deems fair
                                    and equitable to the Holders. After such
                                    allocation, the exercise privilege and the
                                    Exercise Price of each class of shares shall
                                    thereafter be subject to adjustment on terms
                                    comparable to those applicable to shares of
                                    Common Stock under this Section 4.

                                    Such adjustment shall be made successively
                                    whenever any event listed above shall occur.

                               2.   Superseding Adjustment

                                    Upon the expiration of any rights,
                                    options, warrants or conversion or exchange
                                    privileges which resulted in the adjustments
                                    pursuant to this Section 4, if any thereof
                                    shall not have been exercised, the number of
                                    Warrant Shares purchasable upon the exercise
                                    of each Warrant shall be readjusted as if
                                    (A) the only shares of Common Stock issuable
                                    upon exercise of such rights, options,
                                    warrants, conversion or exchange privileges
                                    were the shares of Common Stock, if any,
                                    actually issued upon the exercise of such
                                    rights, options, warrants or conversion or
                                    exchange privileges and (B) shares of Common
                                    Stock actually issued, if any, were issuable
                                    for the consideration actually received by
                                    the Company upon such exercise plus the
                                    aggregate consideration, if any, actually
                                    received by the Company for the issuance,
                                    sale or grant of all such rights, options,
                                    warrants or conversion or exchange
                                    privileges whether or not exercised;
                                    provided, however, that no such readjustment
                                    shall (except by reason of an intervening
                                    adjustment under Section 4.1(a)) have the
                                    effect of decreasing the number of Warrant
                                    Shares purchasable upon the exercise of each
                                    Warrant by an amount in excess of the amount
                                    of the adjustment initially made in respect
                                    of the issuance, sale or grant of such
                                    rights, options, warrants or conversion or
                                    exchange privileges.

                               3.   Minimum Adjustment

                                    The adjustments required by the preceding
                                    Sections of this Section 4 shall be made
                                    whenever and as often as any specified event
                                    requiring an adjustment shall occur, except
                                    that no adjustment of the number of shares
                                    of Common Stock purchasable upon exercise of
                                    Warrants that would otherwise be required
                                    shall be made (except in the case of a
                                    subdivision or combination of shares of
                                    Common Stock, as provided for in Section
                                    4.1(a)) unless and until such adjustment
                                    either by itself or with other adjustments
                                    not previously made increases or decreases
                                    by at least 1% of the number of shares of
                                    Common Stock purchasable upon exercise of
                                    Warrants immediately prior to the making of
                                    such adjustment. Any adjustment representing
                                    a change of less than such minimum amount
                                    shall be carried forward and made as soon as
                                    such adjustment, together with other
                                    adjustments required by this Section 4 and
                                    not previously made, would result in a
                                    minimum adjustment. For the purpose of any
                                    adjustment, any specified event shall be
                                    deemed to have occurred at the close of
                                    business on the date of its occurrence. In
                                    computing adjustments under this Section 4,
                                    fractional interests in shares of Common
                                    Stock shall be taken into account to the
                                    nearest one-hundredth of a share.

                               4.   Notice of Adjustment

                                    Whenever the number of shares of Common
                                    Stock and other property, if any,
                                    purchasable upon exercise of Warrants is
                                    adjusted, as herein provided, the Company
                                    shall deliver to the Holders a certificate
                                    setting forth, in reasonable detail, the
                                    event requiring the adjustment and the
                                    method by which such adjustment was
                                    calculated (including a description of the
                                    basis on which the Board determined the fair
                                    market value of any evidences of
                                    indebtedness, other securities or property
                                    or warrants or other subscription or
                                    purchase rights), and
<PAGE>   13
                                    specifying the number of shares of Common
                                    Stock purchasable upon exercise of Warrants
                                    after giving effect to such adjustment. The
                                    Company shall promptly deliver a copy of
                                    such certificate to each Holder.

                               5.   Notice of Certain Transactions

                                      In the event that the Company shall
                                    propose (a) to pay any dividend payable in
                                    securities of any class to the holders of
                                    its shares of Common Stock or to make any
                                    other distribution to the holders of its
                                    shares of Common Stock, (b) to offer the
                                    holders of its shares of Common Stock rights
                                    to subscribe for or to purchase any
                                    securities convertible into shares of Common
                                    Stock or shares of Common Stock or shares of
                                    stock of any class or any other securities,
                                    rights or options, (c) to effect any
                                    reclassification of its shares of Common
                                    Stock, capital reorganization or Combination
                                    or (d) to effect the voluntary or
                                    involuntary dissolution, liquidation or
                                    winding-up of the Company, or in the event
                                    of a tender offer or exchange offer
                                    described in Section 4.1(e), the Company
                                    shall within 5 Business Days of making such
                                    proposal, tender offer or exchange offer
                                    send to the Holders a notice of such
                                    proposed action or offer, such notice to be
                                    mailed by the Company to the Holders at
                                    their addresses as they appear in the
                                    Warrant Register, which shall specify the
                                    record date for the purposes of such
                                    dividend, distribution or rights, or the
                                    date such issuance or event is to take place
                                    and the date of participation therein by the
                                    holders of shares of Common Stock, if any
                                    such date is to be fixed, and shall briefly
                                    indicate the effect of such action on the
                                    shares of Common Stock and on the number and
                                    kind of any other shares of stock and on
                                    other property, if any, and the number of
                                    shares of Common Stock and other property,
                                    if any, purchasable upon exercise of each
                                    Warrant after giving effect to any
                                    adjustment which will be required as a
                                    result of such action. Such notice shall be
                                    given by the Company as promptly as possible
                                    and, in the case of any action covered by
                                    clause (a) or (b) above, at least 10
                                    Business Days prior to the record date for
                                    determining holders of the shares of Common
                                    Stock for purposes of such action and, in
                                    the case of any other such action, at least
                                    20 Business Days prior to the date of the
                                    taking of such proposed action or the date
                                    of participation therein by the holders of
                                    shares of Common Stock, whichever shall be
                                    the earlier.

                               6.   Adjustment to Warrant Certificate

                                      The form of Warrant Certificate need not
                                    be changed because of any adjustment made
                                    pursuant to this Section 4, and Warrant
                                    Certificates issued after such adjustment
                                    may state the same Exercise Price and the
                                    same number of shares of Common Stock as are
                                    stated in any Warrant Certificates issued
                                    prior to the adjustment. The Company,
                                    however, may at any time in its sole
                                    discretion make any change in the form of
                                    Warrant Certificate that it may deem
                                    appropriate to give effect to such
                                    adjustments and that does not affect the
                                    substance of the Warrant Certificate, and
                                    any Warrant Certificate thereafter issued,
                                    whether in exchange or substitution for an
                                    outstanding Warrant Certificate or
                                    otherwise, may be in the form as so changed.

                    7. Challenge to Good Faith Determination

                                      Whenever the Board shall be required to
                                    make a determination in good faith of the
                                    Current Market Value of any item under
                                    Section 4, such determination may be
                                    challenged in good faith by the Majority
                                    Holders.

                               8.   Treasury Stock

                                      The sale or other disposition of any
                                    issued shares of Common Stock owned or held
                                    by or for the account of the Company shall
                                    be deemed an issuance thereof and a
                                    repurchase thereof and designation of such
                                    shares as treasury stock shall be deemed to
                                    be a redemption thereof for the purposes of
                                    this Agreement.

                      5.   HOLDERS' RIGHTS AND OBLIGATIONS.

                               1.   REGISTRATION RIGHTS

                                      The parties hereby agree and acknowledge
                                    that the Holders will have registration
                                    rights with respect to Warrant Shares in
                                    accordance with the provisions of the
                                    Registration Rights Agreement, dated as of
                                    September 29, 1999, among the Company, WWI,
                                    H.J. Heinz Company ("Heinz") and Artal
<PAGE>   14
                                    Luxembourg S.A. ("Artal").

                               2.   Other Rights and Obligations

                                      The parties hereby agree that the Warrants
                                    shall have the rights and be subject to the
                                    obligations set forth in the Stockholders'
                                    Agreement, dated as of September 29, 1999
                                    (the "Stockholders' Agreement"), among the
                                    Company, WWI, Heinz and Artal with respect
                                    to shares of Common Stock held by WWI. The
                                    parties hereby agree and acknowledge that
                                    the Warrant Shares shall accordingly be
                                    subject to the provisions of the
                                    Stockholders' Agreement.

                      6.   MISCELLANEOUS.

                               1.   NOTICES TO THE COMPANY AND WWI

                                      Any notice or demand authorized by this
                                    Agreement to be given or made by the Holder
                                    of any Warrant Certificate to or on the
                                    Company shall be sufficiently given or made
                                    (i) five business days after deposited in
                                    the mail, first class or registered, postage
                                    prepaid, (ii) one business day after being
                                    timely delivered to a next-day air courier
                                    or (ii) when receipt is acknowledged by the
                                    addressee, if telecopied, addressed (until
                                    another addresses is filed in writing by the
                                    Company with the Holders), as follows:

                                    WeightWatchers.com, Inc.

                                    360 Lexington Ave., 11th Floor

                                    New York, New York 10017

                                    Attention: General Counsel

                                    Telecopy: (212) 687-4398

                                    Any notice pursuant to this Agreement to be
                                    given by the Company to any Holder shall be
                                    sufficiently given or made (i) five business
                                    days after deposited in the mail,
                                    first-class or registered, postage prepaid,
                                    (ii) one business day after being timely
                                    delivered to a next-day air courier or (ii)
                                    when receipt is acknowledged by the
                                    addressee, if telecopied, addressed (until
                                    another or additional address is filed in
                                    writing by a Holder with the Company) to the
                                    Holder as follows:

                                    Weight Watchers International, Inc.

                                    175 Crossways Park West

                                    Woodbury, New York 11797

                                    Attention: General Counsel

                                    Telecopy: (516) 390-1719

                               2.   Amendments

                                      Except as set forth herein, the provisions
                                    of this Agreement may only be amended or
                                    waived with the prior written consent of the
                                    Company and each Holder; provided that the
                                    Company and the Majority Holders may amend
                                    or waive this Agreement except to the extent
                                    such waiver or amendment would constitute an
                                    adverse amendment or waiver to a
                                    non-consenting Holder's rights hereunder in
                                    a material respect.

                               3.   Severability

                                      The provisions of this Agreement are
                                    severable, and if any clause or provision
                                    shall be held invalid, illegal or
                                    unenforceable in whole or in part in any
                                    jurisdiction, then such invalidity or
                                    unenforceability shall affect in that
                                    jurisdiction only such clause or provision,
                                    or part thereof, and shall not in any manner
                                    affect such clause or provision in any other
                                    jurisdiction or any other
<PAGE>   15
                                    clause or provision of this Agreement in any
                                    jurisdiction.

                               4.   Successors

                                      All the covenants and provisions of this
                                    Agreement by or for the benefit of the
                                    Company or the Holders shall bind and inure
                                    to the benefit of their respective permitted
                                    successors and assigns hereunder.

                               5.   Termination

                                      This Agreement (other than the Company's
                                    obligations with respect to Warrants
                                    previously exercised and the Company's and
                                    the Holders' rights and obligations set
                                    forth in Sections 5.1 and 5.2) shall
                                    terminate at 5:00 p.m., New York City time
                                    on the Expiration Date.

                               6.   Governing Law

                                      This Warrant Agreement and the Warrants
                                    shall be governed by, and construed and
                                    interpreted in accordance with, the law of
                                    the State of New York.

                               7.   Jurisdiction; Venue

                                      The parties to this Agreement agree that
                                    jurisdiction and venue in any action brought
                                    by any party hereto pursuant to this
                                    Agreement shall properly lie and shall be
                                    brought in any federal or state court
                                    located in the State of New York. By
                                    execution and delivery of this Agreement,
                                    each party hereto irrevocably submits to the
                                    jurisdiction of such courts for itself or
                                    himself and in respect of its or his
                                    property with respect to such action. The
                                    parties hereto irrevocably agree that venue
                                    would be proper in such court, and hereby
                                    irrevocably waive any objection that such
                                    court is an improper or inconvenient forum
                                    for the resolution of such action.

                               8.   Benefits of This Agreement

                                      Nothing in this Agreement shall be
                                    construed to give to any Person other than
                                    the Company and the Holders of any legal or
                                    equitable right, remedy or claim under this
                                    Agreement; but this Agreement shall be for
                                    the sole and exclusive benefit of the
                                    Company and the Holders.

                                        a.  Prior to the exercise of the
                                            Warrants, no Holder of a Warrant
                                            Certificate, as such, shall be
                                            entitled to any rights of a
                                            stockholder of the Company,
                                            including, without limitation, the
                                            right to receive dividends or
                                            subscription rights, the right to
                                            vote, to consent, to exercise any
                                            preemptive right, to receive any
                                            notice of meetings of stockholders
                                            for the election of directors of the
                                            Company, to share in the assets of
                                            the Company in the event of the
                                            liquidation, dissolution or winding
                                            up of the Company's affairs or any
                                            other matter or to receive any
                                            notice of any proceedings of the
                                            Company, except as may be
                                            specifically provided for herein.

                               9.   Counterparts

                                      This Agreement may be executed in any
                                    number of counterparts and each of such
                                    counterparts shall for all purposes be
                                    deemed to be an original, and all such
                                    counterparts shall together constitute but
                                    one and the same instrument.

                               10.  Table of Contents

                                      The table of contents and headings of the
                                    Sections of this Agreement have been
                                    inserted for convenience of reference only,
                                    are not intended to be considered a part
                                    hereof and shall not modify or restrict any
                                    of the terms or provisions hereof.

                               11.  MUTUAL WAIVER OF JURY TRIAL

  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
<PAGE>   16
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.

                                            WEIGHTWATCHERS.COM, INC.

                                            By:

                                            Name:

                                            Title:

                                            WEIGHT WATCHERS INTERNATIONAL, INC.

                                            By:

                                            Name:

                                            Title:


                                                                       EXHIBIT A


                                 [Form of Note]


                                                                       EXHIBIT B

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

No. 02 1,200,000 Warrants
                               WARRANT CERTIFICATE

                            WEIGHTWATCHERS.COM, INC.


THIS CERTIFIES THAT, Weight Watchers International, Inc., a Virginia corporation
("WWI"), is the owner of 1,200,000 Warrants (the "Warrants") as described above,
transferable only on the books of WeightWatchers.com, Inc., a Delaware
corporation (the "Company"), by the holder thereof in person or by his or her
duly authorized attorney, on surrender of the Certificate properly endorsed.
Each Warrant entitles the holder thereof (the "Holder"), at its option and
subject to the provisions contained herein and in the Warrant Agreement, dated
as of October 1, 2000 (the "Warrant Agreement"), between the Company and WWI, to
purchase from the Company, one Warrant Share per Warrant at the exercise price
per share of $7.14 (the "Exercise Price"), or by Cashless Exercise. This
Warrant is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the Holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company and the Holders of
the Warrants. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate
shall terminate and become void as of 5:00 p.m. on October 1, 2010 (the
"Expiration Date") or upon the exercise hereof as to all the shares of Common
Stock subject hereto. The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement.
<PAGE>   17
Reference is hereby made to the further provisions of this Warrant Certificate
set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

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

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed on behalf of the Company on the date set forth below.

Dated: October 1, 2000
                                            WEIGHTWATCHERS.COM, INC.


                                            By:

                                            Name:

                                            Title:


                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

This Warrant Certificate is issued under and in accordance with the Warrant
Agreement. A copy of the Warrant Agreement may be obtained for inspection by the
Holder hereof upon written request to the Company, 360 Lexington Ave., 11th
Floor, New York, New York 10017.

Warrants may be exercised at any time until 5:00 p.m., New York City time on the
Expiration Date. Subject to the terms of the Warrant Agreement, the Warrants may
be exercised in whole or in part by surrender of this Warrant Certificate with
the form of election to purchase Warrant Shares attached hereto duly executed
and with the simultaneous payment of the Exercise Price (i) in cash to the
Company at the office of the Company or (ii) by Cashless Exercise. Payment of
the Exercise Price in cash shall be made in cash or by certified or official
bank check payable to the order of the Company or by wire transfer of same-day
funds to an account designated by the Company for such purpose. Payment by
Cashless Exercise shall be made by the surrender of a Warrant or Warrants
represented by one or more Warrant Certificates and without payment of the
Exercise Price in cash, in exchange for the issuance of such number of shares of
Common Stock equal to the product of (1) the number of shares of Common Stock
for which such Warrants would otherwise then be nominally exercised if payment
of the Exercise Price were being made in cash and (2) the Cashless Exercise
Ratio.

The Warrant Agreement provides that upon the occurrence of certain events the
number of shares of Common Stock issuable upon the exercise of each Warrant
shall, subject to certain conditions, be adjusted.

In the event the Company enters into a Combination following which this Warrant
remains outstanding, the Holder hereof will be entitled to receive upon exercise
of the Warrants the shares of capital stock or other securities or other
property of such surviving entity as such Holder would have been entitled to
receive upon or as the result of such Combination had the Holder exercised its
Warrants immediately prior to such Combination; provided, however, that in the
event that, in connection with such Combination, consideration to holders of
shares of Common Stock in exchange for their shares is payable solely in cash or
in the event of the dissolution, liquidation or winding-up of the Company, the
Holder hereof will be entitled to receive distributions on an equal basis with
the holders of shares of Common Stock or other securities issuable upon exercise
of the Warrants, as if the Warrants had been exercised immediately prior to such
events, less the Exercise Price.

The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with the transfer or
exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to the exercise of the Warrants or the Warrant Shares.

Upon any partial exercise of the Warrants, there shall be issued to the Holder
hereof a new Warrant Certificate in respect of the Warrant Shares as to which
the Warrants shall not have been exercised. This Warrant Certificate may be
exchanged at the office of the Company by presenting this Warrant Certificate
properly endorsed with a request to exchange this Warrant Certificate for other
Warrant Certificates evidencing an equal number of Warrants. In the event any
fractional Warrant Shares would have to be issued upon the exercise of the
Warrants, the Company may, at its option, pay an amount in cash equal to the
Current Market Value for one Warrant Share on the Business Day immediately
preceding the date the Warrant is exercised, multiplied by such fraction, in
lieu of issuing such fractional share.
<PAGE>   18
The Warrants do not entitle any holder hereof to any of the rights of a
stockholder of the Company. All shares of Common Stock issuable by the Company
upon the exercise of the Warrants shall, upon such issue, be duly and validly
issued and fully paid and non-assessable.

The Holder of this Warrant Certificate may be deemed and treated by the Company
as the absolute owner of the Warrant Certificate for all purposes whatsoever and
the Company shall not be affected by notice to the contrary.

                   FORM OF ELECTION TO PURCHASE WARRANT SHARES

                 (to be executed only upon exercise of Warrants)

                                     [     ]

The undersigned hereby irrevocably elects to exercise ____________ Warrants at
an exercise price per Warrant Share of $________ to acquire an equal number of
Warrant Shares on the terms and conditions specified in the within Warrant
Certificate and the Warrant Agreement therein referred to, surrenders this
Warrant Certificate and all right, title and interest therein to
WeightWatchers.com, Inc., and directs that the shares of Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Date:
      -------------------------

-------------------------------
                                                 (Signature of Owner)
-------------------------------
(Street Address)
                                                 -------------------------------
(City) (State) (Zip Code)

Securities and/or check to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised Warrants evidenced by the within Warrant Certificate to be
issued to:

         Please insert social security or identifying number:

         Name:

         Street Address:

         City, State and Zip Code: