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                                                                     Exhibit 4.5


                                WARRANT AGREEMENT


                          Dated as of November 20, 2000


                                 By and Between


                           SPECTRASITE HOLDINGS, INC.


                                       and


                           FIRST UNION NATIONAL BANK,


                                as Warrant Agent


                           ----------------------


                       Warrants to Purchase Common Stock,
                           Par Value $0.001 Per Share


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<PAGE>








                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

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

SECTION 1.01.              Issuance of Warrants................................2
SECTION 1.03.              Execution of Warrant Certificates...................2
SECTION 1.04.              Authentication and Delivery.........................3
SECTION 1.05.              Registration........................................4
SECTION 1.06.              Registration of Transfers or Exchanges..............5
SECTION 1.07.              Lost, Stolen, Destroyed, Defaced or Mutilated Warrant
                           Certificates........................................6
SECTION 1.08.              Offices for Exercise, etc...........................7

                                   ARTICLE II

                         DURATION, EXERCISE OF WARRANTS;
                    EXERCISE PRICE AND REPURCHASE OF WARRANTS

SECTION 2.01.              Duration of Warrants................................8
SECTION 2.02.              Exercise, Exercise Price, Settlement and Delivery...8
SECTION 2.03.              Cancellation of Warrant Certificates...............12

                                   ARTICLE III

                          OTHER PROVISIONS RELATING TO
                          RIGHTS OF HOLDERS OF WARRANTS

SECTION 3.01.              Enforcement of Rights..............................12

                                   ARTICLE IV

                                CERTAIN COVENANTS

SECTION 4.01.              Payment of Taxes...................................13
SECTION 4.02.              Rule 144...........................................13
SECTION 4.03.              Registration of Shares.............................13

                                    ARTICLE V

                                   ADJUSTMENTS

SECTION 5.01.              Adjustment of Exercise Rate and Exercise Price;
                           Notices............................................14

                                      -i-
<PAGE>

SECTION 5.02.              Fractional Shares..................................24

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

SECTION 6.01.              Warrant Agent......................................25
SECTION 6.02.              Conditions of Warrant Agent's Obligations..........25
SECTION 6.03.              Resignation and Removal and Appointment of
                           Successor..........................................30

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.01.              Amendment..........................................32
SECTION 7.02.              Notices and Demands to the Company and Warrant Agent
                           ...................................................33
SECTION 7.03.              Addresses for Notices to Parties and for Transmission
                           of Documents.......................................34
SECTION 7.04.              Notices to Holders.................................35
SECTION 7.05.              APPLICABLE LAW.....................................35
SECTION 7.06.              Persons Having Rights Under Agreement..............35
SECTION 7.07.              Headings...........................................35
SECTION 7.08.              Counterparts.......................................35
SECTION 7.10.              Availability of Equitable Remedies.................36
SECTION 7.11.              Obtaining of Governmental Approvals................36


EXHIBIT A           -      Form of Warrant Certificate.......................A-1

                                      -ii-

<PAGE>




                             INDEX OF DEFINED TERMS


Defined Term                                                       Section
------------                                                       -------
Agreement..........................................................Recitals
Below Market Sale..................................................5.01(b)
Business Day.......................................................2.01
Capital Stock......................................................5.01(n)
Cashless Exercise..................................................2.02(c)
Cashless Exercise Ratio............................................2.02(c)
Common Stock.......................................................Recitals
Company............................................................Recitals
Current Market Value...............................................5.01(n)
Election to Exercise...............................................2.02(b)
Exercisability Date................................................2.02(a)
Exercise Date......................................................2.02(d)
Exercise Price.....................................................2.02(a)
Exercise Rate......................................................2.02(a)
Expiration Date....................................................2.01
Fully Diluted Shares...............................................5.01(b)
Fundamental Transaction............................................5.01(d)
Independent Financial Expert.......................................5.01(n)
Officer's Certificate..............................................5.01(e)
Private Placement Legend...........................................1.06(b)
Purchase Agreement.................................................Recitals
Purchaser..........................................................Recitals
Registrar..........................................................1.05
Registration Rights Agreement......................................Recitals
Related Parties....................................................6.02(e)
Requisite Warrant Holders..........................................7.01
Securities Act.....................................................1.05
Shares.............................................................1.01
Surviving Person...................................................5.01(d)
Time of Determination..............................................5.01(b)
Warrant Agent......................................................Recitals
Warrant Agent Office...............................................1.08
Warrant Certificates...............................................Recitals
Warrant Exercise Office............................................2.02(b)
Warrant Register...................................................1.05
Warrants...........................................................Recitals

                                     -iii-

<PAGE>







                                WARRANT AGREEMENT


                  WARRANT  AGREEMENT,   dated  as  of  November  20,  2000  (the
"Agreement") by and between SPECTRASITE  HOLDINGS,  INC., a Delaware corporation
(together with any successor thereto,  the "Company"),  and FIRST UNION NATIONAL
BANK, as warrant agent ("First  Union";  with any successor  Warrant Agent,  the
"Warrant Agent").

                  WHEREAS,  the Company has  entered  into a purchase  agreement
(the  "Purchase  Agreement")  dated as of  November  20,  2000 by and  among the
Company  and  Trimaran  Fund II,  L.L.C.,  Trimaran  Capital,  L.L.C.,  Trimaran
Parallel Fund II, L.P., CIBC Employee  Private Equity Fund  (Trimaran)  Partners
and CIBC World Markets Ireland Limited (each a "Purchaser" and collectively, the
"Purchasers")  in  which  the  Company  has  agreed  to  issue  and  sell to the
Purchasers  4,000,000 shares of Common Stock, par value $0.001 per share, of the
Company (the "Common Stock"),  along with 1,500,000  Warrants (the  "Warrants"),
600,000 of the Warrants (the "Series I Warrants") initially entitling the holder
thereof to  purchase  one share of Common  Stock at a price  equal to $21.56 per
share,  450,000 of the Warrants (the "Series II Warrants")  initially  entitling
the holder  thereof to  purchase  one share of Common  Stock at a price equal to
$23.86  per share and  450,000  of the  Warrants  (the  "Series  III  Warrants")
initially  entitling the holder thereof to purchase one share of Common Stock at
a price equal to $28.00 per share. The certificates  evidencing the Warrants are
herein referred to collectively as the "Warrant Certificates"; and

                  WHEREAS,  the  holders of the  Warrants  are  entitled  to the
benefits of a Registration  Rights Agreement dated as of November 20, 2000 among
the Company and the Purchasers (the "Registration Rights Agreement"); and

                  WHEREAS,  the Company  desires  the  Warrant  Agent as warrant
agent  to  assist  the  Company  in  connection  with  the  issuance,  exchange,
cancellation,  replacement  and exercise of the Warrants,  and in this Agreement
wishes to set forth,  among other things,  the terms and conditions on which the
Warrants may be issued, exchanged, cancelled, replaced and exercised;

                  NOW, THEREFORE, the parties hereto agree as follows:

<PAGE>

                                      -2-

                                    ARTICLE I

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

                  SECTION   1.01......Issuance   of   Warrants.   Each   Warrant
Certificate shall evidence the number of Warrants  specified  therein,  and each
Warrant  evidenced  thereby  shall,  when  exercisable  as  provided  herein and
therein,  represent the right,  subject to the provisions  contained  herein and
therein,  to purchase  from the Company (and the Company shall issue and sell to
the  holder  of  such  Warrant  upon  exercise   thereof)  one  fully  paid  and
non-assessable  share of the  Company's  Common  Stock at an  exercise  price of
$21.56 per share, in the case of the Series I Warrants, $23.86 per share, in the
case of Series II Warrants,  and $28.00 per share, in the case of the Series III
Warrants.  The shares  purchasable  upon  exercise of a Warrant are  hereinafter
referred to as the "Shares" and are subject to adjustment as provided herein and
in the Warrant, and, unless the context otherwise requires, such term shall also
include  any other  securities  or property  purchasable  and  deliverable  upon
exercise  of a Warrant  as  provided  in Article V,  subject  to  adjustment  as
provided herein and in the Warrant.

                  SECTION  1.02......Form of Warrant  Certificates.  The Warrant
Certificates   will  be  issued  in  registered   form  as  definitive   Warrant
Certificates substantially in the form of Exhibit A attached hereto, in the case
of  Series I  Warrants,  Exhibit  B  attached  hereto,  in the case of Series II
Warrants, and Exhibit C attached hereto, in the case of Series III Warrants.

                  SECTION  1.03......Execution  of  Warrant  Certificates.   The
Warrant  Certificates shall be executed on behalf of the Company by the chairman
of its Board of Directors,  its president or any vice  president and attested by
its  secretary  or assistant  secretary.  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 that
has been duly countersigned and delivered by the Warrant Agent.

                  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 countersigned  and delivered by the Warrant Agent
or disposed of by the Company,  such  Warrant  Certificate  nevertheless  may be
countersigned
<PAGE>
                                      -3-

and  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.  The Warrant Agent may
assume  any  person  who  shall  have  signed  any  Warrant  Certificate  to  be
countersigned  and  delivered by the Warrant Agent is authorized to do so unless
the Company  shall have notified the Warrant Agent that such person is no longer
an officer of the  Company or  otherwise  unauthorized  to execute  any  Warrant
Certificate.



                  SECTION  1.04......Authentication and Delivery. Subject to the
immediately following paragraph,  Warrant Certificates shall be authenticated by
manual  or  facsimile  signature  and dated  the date of  authentication  by the
Warrant Agent and shall not be valid for any purpose unless so authenticated and
dated. The Warrant Certificates shall be numbered and shall be registered in the
Warrant Register (as defined in Section 1.05 hereof).

                  Upon the  receipt by the Warrant  Agent of a written  order of
the  Company,  which  order  shall be  signed  by the  chairman  of its Board of
Directors,  its  president,  Chief  Financial  Officer or any vice president and
attested by its secretary or assistant  secretary,  and shall specify the series
and number of Warrants to be  authenticated,  the date of such Warrants and such
other  information  as the Warrant  Agent may  reasonably  request,  without any
further  action by the Company,  the Warrant Agent is  authorized,  upon receipt
from the Company at any time and from time to time of the Warrant  Certificates,
duly executed as provided in Section 1.03 hereof,  to  authenticate  the Warrant
Certificates  and upon the holder's  request deliver them.  Such  authentication
shall be by a duly authorized  signatory of the Warrant Agent (although it shall
not be necessary for the same signatory to sign all Warrant  Certificates).  The
Warrant Agent shall be fully  protected in relying on any such written order and
shall not be liable for any loss or damage  resulting  from any actions taken in
accordance therewith.

                  In case any  authorized  signatory  of the  Warrant  Agent who
shall have authenticated any of the Warrant  Certificates shall cease to be such
authorized  signatory before the Warrant Certificate shall be disposed of by the
Company or the Warrant  Agent,  such  Warrant  Certificate  nevertheless  may be
delivered  or disposed of as though the person who  authenticated  such  Warrant
Certificate had not ceased to be such authorized signatory of the Warrant Agent;
and any Warrant
<PAGE>
                                      -4-

Certificate may be  authenticated on behalf of the Warrant Agent by such persons
as, at the actual time of authentication of such Warrant Certificates,  shall be
the duly  authorized  signatories of the Warrant Agent,  although at the time of
the  execution  and  delivery of this  Agreement  any such person is not such an
authorized signatory.


                  The Warrant Agent's authentication on all Warrant Certificates
shall be in substantially  the form set forth in Exhibit A, Exhibit B or Exhibit
C hereto, as applicable.

                  SECTION 1.05......Registration.  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 in this Article. 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 "Registrar." The Company hereby initially appoints the Warrant
Agent as  Registrar.  Upon  written  notice to the Warrant  Agent and any acting
Registrar, the Company may appoint a successor Registrar for such purposes.

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

                  SECTION 1.06......Registration of Transfers or Exchanges.

                  (a)  Transfer or Exchange of Warrants.  When Warrants are
presented to the Warrant Agent with a request from the holder:

           (i)    to register the transfer of the Warrants; or

<PAGE>

                                      -5-

          (ii) to  exchange  such  Warrants  for an equal  number of Warrants of
other authorized denominations,

the Warrant Agent shall  register the transfer or make the exchange as requested
if the  requirements  under this Warrant  Agreement as set forth in this Section
1.06 for  such  transactions  are  met;  provided,  however,  that the  Warrants
presented or  surrendered by a holder for  registration  of transfer or exchange
shall be duly endorsed or  accompanied  by a written  instruction of transfer or
exchange  in form  satisfactory  to the  Company  and the  Warrant  Agent,  duly
executed by such holder or by his attorney, duly authorized in writing.

                  (b)  Private  Placement  Legend.   Upon  the  registration  of
transfer, exchange or replacement of Warrant Certificates not bearing the legend
set forth in the first  paragraph  of Exhibit A attached  hereto  (the  "Private
Placement Legend"), the Warrant Agent shall deliver Warrant Certificates that do
not bear the  Private  Placement  Legend.  Upon the  registration  of  transfer,
exchange or replacement of Warrant  Certificates  bearing the Private  Placement
Legend,  the Warrant  Agent shall  deliver  Warrant  Certificates  that bear the
Private  Placement Legend unless,  and the Warrant Agent is hereby authorized to
deliver Warrant  Certificates  without the Private  Placement Legend if, (i) the
requested  transfer is not prior to the date which is two years (or such shorter
period as may be prescribed by Rule 144(k) (or any successor  provision thereto)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") or any
successor  provision  thereunder) as may be determined by the Company in writing
to the Warrant Agent after the later of the original  Issue Date of the Warrants
as reflected on the face of the Warrant Certificate or the last day on which the
Company or any of its Affiliates was the owner of the Warrant or any predecessor
security as certified in writing by the Company to the Warrant Agent, (ii) there
is delivered to the Warrant Agent an opinion of counsel reasonably  satisfactory
to the Company and the Warrant  Agent to the effect that neither such legend nor
the  related  restrictions  on  transfer  are  required  in  order  to  maintain
compliance with the provisions of the Securities Act or (iii) the Warrants to be
transferred  or exchanged  represented  by such Warrant  Certificates  are being
transferred or exchanged pursuant to an effective  registration  statement under
the Securities Act of which the Company shall have notified the Warrant Agent in
writing.

<PAGE>

                                      -6-

                  (c)  Obligations  with  Respect to  Transfers  or Exchanges of
Warrants.

           (i)    To permit registrations of transfers or exchanges, the Company
                  shall execute, at the Warrant Agent's request, and the Warrant
                  Agent shall authenticate Warrants.

          (ii)    All  Warrants  issued  upon  any  registration,   transfer  or
                  exchange of  Warrants  shall be the valid  obligations  of the
                  Company,  entitled  to the same  benefits  under this  Warrant
                  Agreement as the Warrants surrendered upon the registration of
                  transfer or exchange.

         (iii)    Prior to due presentment  for  registration of transfer of any
                  Warrant,  the Warrant Agent and the Company may deem and treat
                  the person in whose  name any  Warrant  is  registered  as the
                  absolute owner of such Warrant,  and neither the Warrant Agent
                  nor the Company shall be affected by notice to the contrary.

                  SECTION   1.07......Lost,   Stolen,   Destroyed,   Defaced  or
Mutilated  Warrant  Certificates.  Upon  receipt by the  Company and the Warrant
Agent (or any agent of the Company or the Warrant  Agent,  if  requested  by the
Company)  of  evidence  satisfactory  to them of the loss,  theft,  destruction,
defacement,  or mutilation of any Warrant  Certificate  and of an indemnity bond
satisfactory  to  them  and,  in the  case of  mutilation  or  defacement,  upon
surrender thereof to the Warrant Agent for cancellation, then, in the absence of
notice to the Company or the Warrant  Agent that such  Warrant  Certificate  has
been  acquired by a bona fide  purchaser  or holder in due  course,  the Company
shall execute and deliver to the Warrant Agent,  and an authorized  signatory of
the Warrant Agent shall manually  authenticate and further deliver,  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   symbol  not   contemporaneously
outstanding. The Company or the Warrant Agent may require an indemnity bond that
is  sufficient  in the judgment of the Company and the Warrant  Agent to protect
the Company and the Warrant  Agent from any loss which any of them may suffer if
a  Warrant  Certificate  is  replaced.  Upon  the  issuance  of any new  Warrant
Certificate  under this Section in a name other than the prior registered holder
of the lost, stolen,  destroyed,  defaced or mutilated Warrant Certificate,  the
Company or the Warrant  Agent may  require  the payment  from the holder of such
Warrant  Certificate  of a sum  sufficient to cover
<PAGE>
                                      -7-


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
Agent and the  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 1.08 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.

                  The Warrant  Agent is hereby  authorized  to  authenticate  in
accordance  with the provisions of this  Agreement,  and deliver the new Warrant
Certificates required pursuant to the provisions of this Section.

                  SECTION 1.08......Offices for Exercise, etc. So long as any of
the Warrants remain outstanding,  the Company will designate and maintain (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 or rescind
such  designation,  as it may deem desirable or expedient.  The Company may from
time to time designate and maintain one or more additional  offices or agencies,
where Warrant  Certificates may be presented for exercise or for registration of
transfer  or for  exchange,  and the  Company  may from  time to time  change or
rescind such  designation,  as it may deem  desirable or expedient.  The Company
will give to the Warrant Agent written notice of the location of any such office
or agency and of any change of location  thereof.  The Company hereby designates
the Warrant Agent at its corporate  trust office in  Charlotte,  North  Carolina
(the "Warrant Agent  Office"),  as the initial  agency  maintained for each such
purpose. In case the Company shall fail to maintain any such office or agency or
shall fail to
<PAGE>
                                      -8-

give such  notice of the  location  or of any  change in the  location  thereof,
presentations  and  demands  may be made and notice may be served at the Warrant
Agent Office and the Company  appoints the Warrant Agent as its agent to receive
all such presentations, surrenders, notices and demands.

                                   ARTICLE II

                         DURATION, EXERCISE OF WARRANTS;
                    EXERCISE PRICE AND REPURCHASE OF WARRANTS

                  SECTION  2.01......Duration of Warrants.  Subject to the terms
and conditions  established  herein, the Warrants shall expire at 5:00 p.m., New
York City time,  on November 20, 2007.  The  applicable  date of expiration of a
particular  Warrant  is  referred  to  herein as the  "Expiration  Date" of such
Warrant. Each Warrant may be exercised on any Business Day (as defined below) on
or after the Exercisability  Date (as defined in Section 2.02) and prior to 5:00
p. m. New York City time on the Expiration Date.

                  Any Warrant not exercised  before the close of business on the
Expiration  Date shall  become  void,  and all  rights of the  holder  under the
Warrant  Certificate  evidencing  such  Warrant and under this  Agreement  shall
cease.

                  "Business  Day"  shall  mean any day on which (i) banks in New
York City and Charlotte,  North Carolina, and (ii) the principal U.S. securities
exchange or market,  if any, on which any Common  Stock is listed or admitted to
trading are open for business.

                  SECTION  2.02......Exercise,  Exercise  Price,  Settlement and
Delivery. (a) Subject to the provisions of this Agreement, a holder of a Warrant
shall have the right to purchase from the Company on or after the Exercisability
Date and  prior to 5:00  p.m.,  New York City  time on the  Expiration  Date the
number of fully paid and  non-assessable  shares of Common  Stock  specified  in
Section 1.01,  registered with the transfer agent for the Common Stock,  subject
to  adjustment  in accordance  with Article V hereof,  at the purchase  price of
$21.56 for each share  purchased,  in the case of the Series I Warrants,  $23.86
for each share purchased,  in the case of the Series II Warrants, and $28.00 for
each share purchased,  in the case of the Series III Warrants (in each case, the
"Exercise  Price").  The  Exercise  Price and the  number of Shares  for which a
particular  Warrant may be exercised (the  "Exercise  Rate") shall be subject to
<PAGE>
                                      -9-


adjustment from time to time as set forth in Article V hereof.

                  "Exercisability Date" means, with respect to each Warrant, the
date and time of issuance thereof.

                  (b)  Warrants  may be  exercised on or after the date they are
exercisable hereunder by (i) surrendering at any office or agency maintained for
that purpose by the Company  pursuant to Section 1.09 (each a "Warrant  Exercise
Office")  the Warrant  Certificate  evidencing  such  Warrants  with the form of
election  to  exercise  Shares  set  forth on the  reverse  side of the  Warrant
Certificate  (the  "Election  to  Exercise")  duly  completed  and signed by the
registered   holder  or  holders   thereof  or  by  the  duly  appointed   legal
representative  thereof or by a duly authorized  attorney,  and in the case of a
transfer,   such  signature  shall  be  guaranteed  by  an  eligible   guarantor
institution,  and (ii) paying in full the  Exercise  Price for each such Warrant
exercised.  Each Warrant may be exercised only in whole. No exercise of Warrants
may be  effected  which does not call for the  issuance of a number of shares of
Common  Stock in direct  proportion  (subject  only to rounding  with respect to
fractional  shares)  to the  aggregate  number of shares  of Common  Stock  then
issuable  upon  exercise  of the  Warrants  evidenced  by the  relevant  Warrant
Certificate.

                  (c) Simultaneously with the exercise of each Warrant,  payment
in full of the  aggregate  Exercise  Price  may be made,  at the  option  of the
holder,  (i) by  wire  transfer  of  immediately  available  funds,  (ii) by the
surrender  (which  surrender shall be evidenced by cancellation of the number of
Warrants  represented by any Warrant Certificate  presented in connection with a
Cashless Exercise) of a Warrant or Warrants  (represented by one or more Warrant
Certificates),  and  without  payment of the  Exercise  Price in cash,  for such
number of Shares equal to the product of (1) the number of Shares for which such
Warrant is exercisable  (without giving effect to the Cashless  Exercise option)
as of the date of exercise and (2) the  applicable  Cashless  Exercise  Ratio or
(iii)  with any  combination  of (i) and  (ii).  An  exercise  of a  Warrant  in
accordance  with clause  (ii) of the  immediately  preceding  sentence is herein
called a "Cashless  Exercise."  For purposes of this  Agreement,  the  "Cashless
Exercise Ratio" shall equal a fraction,  the numerator of which is the excess of
the Current  Market  Value per share of the Common Stock on the date of exercise
over the Exercise Price per share as of the date of exercise and the denominator
of which is the Current  Market  Value per share of the Common Stock on the date
of exercise.
<PAGE>
                                      -10-

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  deliverable  upon a  Cashless  Exercise  shall be equal to the  Cashless
Exercise Ratio  multiplied by the product of (a) the number of Warrants that the
holder specifies is to be exercised  pursuant to a Cashless Exercise and (b) the
number of Shares for which  such  Warrant is then  exercisable  (without  giving
effect to the Cashless Exercise option).  All provisions of this Agreement shall
be applicable with respect to an exercise of a Warrant Certificate pursuant to a
Cashless Exercise for less than the full number of Warrants represented thereby.
No payment or adjustment shall be made on account of any dividends on the Shares
issued  upon  exercise  of a  Warrant.  If the  Company  has  not  effected  the
registration under the Securities Act of the offer and sale of the Shares by the
Company to the holders of the Warrants  upon the exercise  thereof,  the Company
may elect to require  that  holders of the  Warrants  effect the exercise of the
Warrants solely pursuant to the Cashless  Exercise option and may also amend the
Warrants to eliminate  the  requirement  for payment of the Exercise  Price with
respect to such  Cashless  Exercise  option.  The  Warrant  Agent  shall have no
obligation  under this section to calculate  the Cashless  Exercise  Ratio,  the
Exercise Price, the Exercise Ratio, or the Current Market Value or other similar
numbers or rates contemplated by this Agreement. The Company shall calculate all
such  numbers  or  ratios  whenever  such  calculation  is  necessary  or at the
reasonable  request  of  the  Warrant  Agent  and  shall  deliver  an  Officer's
Certificate  to the Warrant Agent  specifying  such numbers,  which  calculation
shall be  confirmed  by the  Purchasers  as long as any Warrants are held by the
Purchasers.  The Warrant  Agent shall be fully  protected in relying on any such
certificate  and shall not be liable for any loss or damage  resulting  from its
actions taken in reliance thereon.

                  (d) Upon such surrender of a Warrant  Certificate  and payment
and collection of the Exercise Price at any Warrant  Exercise Office (other than
any Warrant  Exercise Office that also is an office of the Warrant Agent),  such
Warrant  Certificate  and  payment  shall be promptly  delivered  to the Warrant
Agent. The "Exercise Date" for a Warrant shall be the date when all of the items
referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02
are received by the Warrant Agent at or prior to 11:00 a.m., New York City time,
on a Business Day and the exercise of the Warrants  will be effective as of such
Exercise  Date. If any items referred to in the first sentence of paragraphs (b)
and (c) are received  after 11:00 a.m.,  New York City time,  on a Business Day,
the exercise of the Warrants
<PAGE>
                                      -11-

to which such item relates will be  effective  on the next  succeeding  Business
Day.  Notwithstanding  the foregoing,  in the case of an exercise of Warrants on
the  Expiration  Date, if all of the items  referred to in the first sentence of
paragraphs (b) and (c) are received by the Warrant Agent prior to 5:00 p.m., New
York City time, on the  Expiration  Date,  the exercise of the Warrants to which
such items relate will be effective on the Expiration Date.

                  (e) Upon the  exercise  of a Warrant  in  accordance  with the
terms hereof,  the receipt of a Warrant  Certificate and payment of the Exercise
Price (or election of the Cashless  Exercise  option),  the Warrant Agent shall:
(i) except to the extent  exercise  of the  Warrant  has been  effected  through
Cashless  Exercise,  cause an amount equal to the aggregate Exercise Price to be
paid to the  Company by  crediting  the same to the  account  designated  by the
Company  in writing  to the  Warrant  Agent for that  purpose;  (ii)  advise the
Company  immediately  by telephone  of the amount so deposited to the  Company's
account and promptly  confirm such  telephonic  advice in writing;  and (iii) as
soon as  practicable,  advise the  Company in writing of the number of  Warrants
exercised in accordance  with the terms and conditions of this Agreement and the
Warrant Certificates,  the instructions of each exercising holder of the Warrant
Certificates  with  respect to  delivery  of the Shares to which such  holder is
entitled upon such  exercise,  and such other  information  as the Company shall
reasonably request.

                  (f) Subject to Section  5.02  hereof,  as soon as  practicable
after the  exercise  of any Warrant or  Warrants  in  accordance  with the terms
hereof,  the  Company  shall  issue or cause to be issued to or upon the written
order of the  registered  holder  of the  Warrant  Certificate  evidencing  such
exercised  Warrant or Warrants,  a certificate  or  certificates  evidencing the
Shares to which such holder is entitled,  in fully registered  form,  registered
with the  Company's  transfer  agent in such name or names as may be directed by
such holder pursuant to the Election to Exercise, as set forth on the reverse of
the Warrant  Certificate.  Each certificate or the  certificates  evidencing the
Shares  shall  bear a legend  substantially  similar  to the  Private  Placement
Legend.  Such certificate or certificates  evidencing the Shares shall be deemed
to have been issued and any persons who are designated to be named therein shall
be deemed to have  become the holder of record of such Shares as of the close of
business on the Exercise Date.  After such exercise of any Warrant,  the Company
shall  also  issue or cause to be  issued  to or upon the  written  order of the
registered  holder  of such  Warrant  Certificate,  a
<PAGE>
                                      -12-

new Warrant Certificate,  countersigned by the Warrant Agent pursuant to written
instruction,  evidencing the number of Warrants,  if any, remaining  unexercised
unless such Warrants shall have expired.

                  SECTION 2.03......Cancellation of Warrant Certificates. In the
event the Company  shall  purchase or otherwise  acquire  Warrants,  the Warrant
Certificates  evidencing such Warrants may thereupon be delivered to the Warrant
Agent,  and if so  delivered,  shall at the  Company's  written  instruction  be
canceled  by it  and  retired.  The  Warrant  Agent  shall  cancel  all  Warrant
Certificates  properly  surrendered  for  exchange,  substitution,  transfer  or
exercise in accordance with its customary procedures.

                                   ARTICLE III

                          OTHER PROVISIONS RELATING TO
                          RIGHTS OF HOLDERS OF WARRANTS

                  SECTION  3.01......Enforcement  of Rights. (a) Notwithstanding
any of the provisions of this Agreement,  any holder of any Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Shares or the holder
of any other Warrant Certificate,  may, in and for his own behalf,  enforce, and
may  institute and maintain any suit,  action or proceeding  against the Company
suitable to enforce,  his right to exercise the Warrant or Warrants evidenced by
his Warrant  Certificate in the manner provided in such Warrant  Certificate and
in this Agreement.

                  (b) Neither the  Warrants  nor any Warrant  Certificate  shall
entitle  the  holders  thereof  to any of the  rights  of a  holder  of  Shares,
including,  without limitation, the right to vote or to receive any dividends or
other payments or to consent or to receive notice as  stockholders in respect of
the meetings of  stockholders or for the election of directors of the Company or
any other  matter,  or any rights  whatsoever  as  stockholders  of the Company,
except as expressly provided herein.

                                   ARTICLE IV

                                CERTAIN COVENANTS

                  SECTION  4.01......Payment  of Taxes. The Company will pay all
documentary stamp taxes  attributable to the initial issuance of Warrants and of
the Shares upon the exercise of
<PAGE>
                                      -13-

Warrants;  provided,  however, that the Company shall not be required to pay any
tax or other governmental charge which may be payable in respect of any transfer
or exchange of any Warrant Certificates or any certificates for Shares in a name
other than the registered holder of a Warrant  Certificate  surrendered upon the
exercise of a Warrant.  In any such case, no transfer or exchange  shall be made
unless or until the person or persons  requesting  issuance  thereof  shall have
paid to the Company the amount of such tax or other governmental charge or shall
have  established  to the  satisfaction  of the  Company  that such tax or other
governmental  charge has been paid or an exemption is available  therefrom.  The
Warrant Agent shall not be obligated to pay or advance any amounts in connection
with such costs or expenses.

                  SECTION 4.02......Rule 144. The Company covenants that it will
file the  reports  required to be filed by it under the  Securities  Act and the
Exchange  Act and the  rules  and  regulations  adopted  by the  Securities  and
Exchange  Commission  thereunder  in a  timely  manner  in  accordance  with the
requirements of the Securities Act and the Exchange Act.

                  SECTION  4.03......Registration  of Shares. The Company agrees
that it will comply with all applicable  laws,  including the Securities Act and
any applicable  state securities laws, in connection with the delivery of shares
of  Common  Stock  (and  other  securities  and  property  deliverable)  to  the
registered holder of a Warrant upon exercise of such Warrant.

                                    ARTICLE V

                                   ADJUSTMENTS

                  SECTION 5.01......Adjustment of Exercise Rate and Exercise
Price; Notices.  The Exercise Rate and the Exercise Price

are subject to adjustment from time to time as provided in this Section.

                  (a)  Adjustment for Change in Capital Stock.  If, after the
date hereof, the Company:

                     (i)   subdivides any of its outstanding shares of Common
Stock into a greater number of shares;

                    (ii) combines any of its outstanding  shares of Common Stock
into a smaller number of shares;
<PAGE>
                                      -14-

                   (iii) pays a dividend or makes a distribution  (other than in
         connection  with any acquisition or leasing  transaction  engaged in by
         the Company  pursuant to the terms  thereof) on any of its Common Stock
         in shares of any of its Capital Stock (as defined below); or

                    (iv) issues by  reclassification  of any of its Common Stock
any shares of any of its Capital Stock;

then the  Exercise  Rate in effect  immediately  prior to such  action  for each
Warrant then outstanding shall be proportionately adjusted so that the holder of
a Warrant thereafter exercised may receive the number of shares of Capital Stock
of the Company  which such holder would have owned  immediately  following  such
action if such holder had exercised the Warrant immediately prior to such action
or  immediately  prior to the record date  applicable  thereto and the  Exercise
Price in effect  immediately  prior to such action  shall be adjusted to a price
determined by multiplying the Exercise Price in effect immediately prior to such
action by a fraction,  the  numerator  of which shall be the number of shares of
Common Stock outstanding before giving effect to such action and the denominator
of which shall be the number of shares of Common Stock and/or such other capital
stock  outstanding  referred to in the foregoing  clause  (a)(iii)  after giving
effect to such action,  if any (without  giving effect to the Cashless  Exercise
option). If there are no outstanding shares of Common Stock that are of the same
class as the Shares at the time of any such action and such action has therefore
been taken only in respect of the Shares,  the  adjustment  shall  relate to the
Shares in their same form if it would not  frustrate  the intent and purposes of
this Section 5.01.

                  The adjustment  shall become effective  immediately  after the
record date in the case of a dividend or distribution and immediately  after the
effective date in the case of a subdivision, combination or reclassification. In
the event  that such  dividend  or  distribution  is not so paid or made or such
subdivision,  combination or reclassification is not effected, the Exercise Rate
and the Exercise  Price shall again be adjusted to be the  Exercise  Rate or the
Exercise Price, as the case may be, which would then be in effect if such record
date or effective date had not been so fixed.

                  If after an  adjustment a holder of a Warrant upon exercise of
such Warrant may receive  shares of two or more classes of Capital  Stock of the
Company,  the Exercise Rate shall  thereafter be subject to adjustment  upon the
occurrence
<PAGE>
                                      -15-

of an  action  taken  with  respect  to any such  class of  Capital  Stock as is
contemplated  by this  Article V with  respect  to the  Common  Stock,  on terms
comparable to those applicable to Common Stock in this Article V.

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

                  (b)  Adjustment  for Certain  Issuances of Common  Stock.  If,
after the date  hereof,  the  Company  grants or sells to any  Affiliate  of the
Company  (other  than to a  wholly-owned  subsidiary)  any  Common  Stock or any
securities  convertible into or exchangeable or exercisable for any Common Stock
at a price below the then Current  Market Value (a "Below  Market  Sale") (other
than (1) pursuant to the exercise of the Warrants,  (2) pursuant to any security
convertible  into, or  exchangeable  or  exercisable  for shares of Common Stock
outstanding as of the date of this Agreement, (3) upon the conversion,  exchange
or exercise of any convertible, exchangeable or exercisable security as to which
upon the  issuance  thereof an  adjustment  pursuant to this  Article V has been
made;  (4)  upon  the  conversion,  exchange  or  exercise  of any  convertible,
exchangeable or exercisable securities of the Company outstanding on the date of
this Agreement (to the extent in accordance with the terms of such securities as
in effect on the date of this  Agreement)and(5)a  Below  Market  Sale in which a
holder of a Warrant or an Affiliate of a holder of a Warrant (or, if a Purchaser
or any of its  Affiliates  is a holder,  CIBC World  Markets Corp. or any of its
Affiliates)  purchases any Common Stock or any  securities  convertible  into or
exchangeable or exercisable for Common Stock), on the date of such grant or sale
(the  "Time  of  Determination")   the  Exercise  Rate  for  each  Warrant  then
outstanding shall be adjusted in accordance with the formula:

                             E' = E x O + N
                                     -----------
                                    O + N x P
                                        -----
                                          M

and the Exercise Price shall be adjusted in accordance with the following
formula:

                                  EP' = EP x E
                                             --
                                             E'

where:

         E'     =     the adjusted Exercise Rate.
<PAGE>
                                      -16-

         E = the Exercise Rate  immediately  prior to the Time of  Determination
for any such issuance, sale or distribution.

         EP'    =     the adjusted Exercise Price.

         EP = the Exercise Price  immediately prior to the Time of Determination
for any such issuance, sale or distribution.

         O            = the number of Fully  Diluted  Shares (as defined  below)
                      outstanding immediately prior to the Time of Determination
                      for any such issuance, sale or distribution.

         N            = the number of additional  shares of Common Stock issued,
                      sold or issuable upon exercise of such rights,  options or
                      warrants.

         P            = the per  share  price  received  and  receivable  by the
                      Company  in the  case of any  issuance  or sale of  Common
                      Stock or rights,  options  or  warrants  inclusive  of the
                      exercise  price  per share of Common  Stock  payable  upon
                      exercise of such rights, options or warrants.

         M            = the Current  Market  Value per share of Common  Stock on
                      the Time of Determination  for any such issuance,  sale or
                      distribution.

                  For  purposes of this  Section  5.01 the term  "Fully  Diluted
Shares" shall mean (i) the shares of Common Stock  outstanding as of a specified
date,  and (ii) the shares of Common  Stock into or for which  rights,  options,
warrants or other  securities  outstanding  as of such date are  exercisable  or
convertible (other than the Warrants).

                  The adjustments shall be made  successively  whenever any such
rights,  options or warrants are issued and shall become  effective  immediately
after the relevant  Time of  Determination.  To the extent that shares of Common
Stock are not delivered  after the  expiration  of such rights or warrants,  the
Exercise Rate and the Exercise Price for each Warrant then outstanding  shall be
readjusted to the Exercise Rate and the Exercise Price which would  otherwise be
in effect had the  adjustment  made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common  Stock
actually delivered. In the event that such rights
<PAGE>
                                      -17-

or warrants are not so issued, the Exercise Rate and the Exercise Price for each
Warrant then outstanding shall again be adjusted to be the Exercise Rate and the
Exercise   Price  which  would  then  be  in  effect  if  such  date  fixed  for
determination  of  stockholders  entitled to receive such rights or warrants had
not been so fixed.

                  No  adjustment  shall be made under this  paragraph (b) if the
application  of the formula stated above in this paragraph (b) would result in a
value of E' that is lower than the value of E.

                  No adjustment in the Exercise Rate or the Exercise Price shall
be made under this  paragraph (b) upon the  conversion,  exchange or exercise of
options to acquire shares of Common Stock by officers,  directors,  employees or
consultants of the Company; provided that the exercise price of such options, at
the time of issuance thereof, is at least equal to the then Current Market Value
of the Common Stock underlying such options.

                  (c)  Adjustment  for  Other  Distributions.   If  the  Company
distributes  to any holder of its Common  Stock or any  Affiliate of such holder
(other than for fair market value  consideration  as  determined by the Board of
Directors of the Company) (i) any  evidences of  indebtedness  of the Company or
any  of  its  subsidiaries,  (ii)  any  assets  of  the  Company  or  any of its
subsidiaries  (other than cash dividends  that do not  constitute  extraordinary
cash dividends),  or (iii) any rights, options or warrants to acquire any of the
foregoing or to acquire any other  securities of the Company,  the Exercise Rate
shall be adjusted in accordance with the formula:

                                   E' = E x M
                                          -----
                                          M - F
                                          -----
and the Exercise Price shall be decreased (but not increased) in accordance with
the following formula:

                          EP' = EP   x  E
                                       ---
                                        E'

where:

         E'     =     the adjusted Exercise Rate.

         E = the current  Exercise  Rate on the record date  referred to in this
paragraph (c) below.

<PAGE>
                                      -18-

         EP'    =     the adjusted Exercise Price.

         EP = the current  Exercise Price on the record date referred to in this
paragraph (c) below.

         M = the Current  Market  Value per share of Common  Stock on the record
date referred to in this paragraph (c) below.

         F            = the fair market  value (as  determined  in good faith by
                      the  Company's  board of  directors)  on the  record  date
                      referred   to  in  this   paragraph   (c)   below  of  the
                      indebtedness,   assets,   rights,   options  or   warrants
                      distributable in respect of one share of Common Stock.

                  The adjustments shall be made  successively  whenever any such
distribution  is made and shall become  effective  immediately  after the record
date for the determination of stockholders entitled to receive the distribution.
If any adjustment is made pursuant to clause (iii) above of this  subsection (c)
as a result of the issuance of rights, options or warrants and at the end of the
period during which any such rights,  options or warrants are  exercisable,  not
all such rights,  options or warrants  shall have been  exercised,  the Warrants
shall be  immediately  readjusted  as if "F" in the above  formula  was the fair
market  value  on  the  record  date  of the  indebtedness  or  assets  actually
distributed  upon  exercise of such rights,  options or warrants  divided by the
number of shares of Common Stock outstanding on the record date. Notwithstanding
anything to the contrary contained in this subsection (c), if "M-F" in the above
formula  is  less  than  $1.00  (or is a  negative  number)  then in lieu of the
adjustment  otherwise  required by this subsection (c), the Company may elect to
distribute to the holders of the Warrants,  upon exercise thereof, the evidences
of  indebtedness,  assets,  rights,  options or  warrants  which would have been
distributed to such holders had such warrants been exercised  immediately  prior
to the record date for such distribution.

                  This subsection does not apply to securities  convertible into
or  exchangeable  or exercisable  for any Common Stock referred to in subsection
(b) of this Section 5.01.

                  (d) Reorganization of Company. (i) If the Company, in a single
transaction or through a series of related transactions, merges, consolidates or
amalgamates with or into any other person or sells, assigns, transfers,  leases,
conveys or
<PAGE>
                                      -19-

otherwise  disposes of all or substantially  all of its properties and assets to
another  person  or group of  affiliated  persons  or is a party to a merger  or
binding share  exchange which  reclassifies  or changes its  outstanding  Common
Stock (a "Fundamental  Transaction"),  as a condition to  consummating  any such
transaction,  the person formed by or surviving any such consolidation or merger
if other than the Company or the person to whom such transfer has been made (the
"Surviving  Person")  shall enter into a  supplemental  warrant  agreement.  The
supplemental  warrant  agreement shall provide that the holder of a Warrant then
outstanding may exercise it for the kind and amount of securities, cash or other
assets which such holder would have received  immediately  after the Fundamental
Transaction  if such holder had  exercised  the Warrant  immediately  before the
effective  date  of the  transaction  (without  giving  effect  to the  Cashless
Exercise option),  assuming (to the extent  applicable) that such holder (i) was
not a  constituent  person  or an  affiliate  of a  constituent  person  to such
transaction,  (ii) made no election with respect thereto,  and (iii) was treated
alike with the plurality of non-electing holders.

                    (ii)  Notwithstanding  the foregoing,  if the Company enters
into a Fundamental  Transaction  with another Person (other than a subsidiary of
the Company) and  consideration is payable to holders of shares of Capital Stock
(or other  securities or property)  issuable or deliverable upon exercise of the
Warrants that are  exercisable  in exchange for their shares in connection  with
such Fundamental  Transaction which consists solely of cash, then the holders of
Warrants shall be entitled to receive distributions on the date of such event on
an equal basis with holders of such shares (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  therefor.  Upon receipt of such
payment,  if any, the rights of a holder of such a Warrant  shall  terminate and
cease and such holder's Warrants shall expire.

                   (iii) If this paragraph (d) applies,  it shall  supersede the
application of paragraph (a) of this Section 5.01.

                  (e) Notice to Warrant  Holders;  Warrant  Agent.  Whenever the
Exercise Rate or Exercise Price is adjusted,  the Company shall promptly mail to
holders of Warrants then  outstanding at the addresses  appearing on the Warrant
Register a notice of the adjustment,  which adjustment shall be confirmed by the
Purchasers  as long as any of the  Warrants  are  held  by the  Purchasers.  The
Company  shall file with the Warrant Agent and any other  Registrar  such notice
and a certificate of the
<PAGE>
                                      -20-

President, Chief Executive Officer or Chief Financial Officer of the Company (an
"Officer's  Certificate") briefly stating the adjusted  computations,  the facts
requiring the  adjustment  and the manner of computing  it.  Neither the Warrant
Agent  nor any such  Registrar  shall be under any duty or  responsibility  with
respect  to any such  certificate  except  to  exhibit  the same  during  normal
business hours to any holder desiring inspection thereof.

                  In case:

                     (i) the Company shall authorize the issuance to any holders
of shares of Common Stock or Affiliates of rights,
options or warrants to subscribe for or purchase shares of capital stock of the
Company or of any other subscription rights or warrants; or

                    (ii) the Company  shall  authorize the  distribution  to any
holders of shares of Common Stock or Affiliates of evidences of its indebtedness
or assets; or

                   (iii) of any  consolidation or merger to which the Company is
a party and for which approval of any  shareholders  of the Company is required,
or of the  conveyance  or transfer of the  properties  and assets of the Company
substantially  as an entirety,  or of any  reclassification  or change of Common
Stock issuable upon exercise of the Warrants  (other than a change in par value,
or from par value to no par value,  or from no par value to par  value,  or as a
result of a subdivision or combination), or a tender offer or exchange offer for
shares of Capital Stock of the Company; or

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

                     (v) the  Company  proposes  to take any  action  that would
require an adjustment to the Exercise Rate and/or
Exercise Price pursuant to this Section 5.01;

then the Company shall give written  notice to the Warrant Agent and each of the
holders of the Warrants at its address appearing on the Warrant Register, at the
same time and in the same or a  substantially  similar manner as notice is given
to other holders of Common Stock.

                  (f) Company  Determination  Final. Any determination  that the
Company or the Board of  Directors  of the  Company  must make  pursuant to this
Section 5.01 is conclusive.
<PAGE>
                                      -21-

                  (g) Warrant Agent's Adjustment  Disclaimer.  The Warrant Agent
has no duty to determine when an adjustment under this Section 5.01 or any other
provision  of this  Agreement  should be made,  how it should be made or what it
should be. The Warrant  Agent has no duty to  determine  whether a  supplemental
warrant  agreement  under  paragraph  (e) need be entered  into or  whether  any
provisions of any supplemental  warrant agreement are correct. The Warrant Agent
shall not be accountable for and makes no  representation  as to the validity or
value of any securities or assets issued upon exercise of Warrants.  The Warrant
Agent shall not be  responsible  for the  Company's  failure to comply with this
Section 5.01 or any other provision of this Agreement.

                  (h)  Adjustment  for Tax  Purposes.  The Company may make such
increases in the Exercise Rate, in addition to those otherwise  required by this
Section,  as it considers  to be  advisable in order that any event  treated for
Federal  income tax purposes as a dividend of stock or stock rights shall not be
taxable to the recipients.

                  (i) Underlying  Shares. The Company shall at all times reserve
and keep  available,  free from  preemptive  rights,  out of its  authorized but
unissued  Common Stock or Common Stock held in the treasury of the Company,  for
the purpose of effecting  the  exercise of  Warrants,  the full number of Shares
then  deliverable upon the exercise of all Warrants then outstanding and payment
of the exercise  price,  and the shares so  deliverable  shall be fully paid and
nonassessable and free from all liens and security interests.

                  (j) Specificity of Adjustment. Irrespective of any adjustments
in the number or kind of shares  purchasable  upon the exercise of the Warrants,
Warrant  Certificates  theretofore or thereafter  issued may continue to express
the same  number  and kind of Shares per  Warrant  as are stated on the  Warrant
Certificates initially issuable pursuant to this Agreement.

                  (k)  Voluntary  Adjustment.  The Company from time to time may
increase  the Exercise  Rate or reduce the Exercise  Price by any number and for
any  period  of time  (provided  that such  period is not less than 20  Business
Days).  Whenever  the Exercise  Rate is so  increased  or the Exercise  Price so
reduced,  the Company  shall mail to holders at the  addresses  appearing on the
Warrant  Register  and file with the Warrant  Agent a notice of the  increase or
reduction.  The  Company  shall give the notice at least 15 days before the date
the increased Exercise Rate or decreased Exercise Price takes effect. The notice
<PAGE>
                                      -22-

shall state the  increased  Exercise  Rate or decreased  Exercise  Price and the
period it will be in  effect.  A  voluntary  increase  in the  Exercise  Rate or
decrease in the Exercise Price does not otherwise  change or adjust the Exercise
Rate or Exercise Price in effect as determined by this Section 5.01 or any other
provision of this Agreement.

                  (l) Multiple Adjustments.  After an adjustment to the Exercise
Rate or  Exercise  Price for  outstanding  Warrants  under  this  Article V, any
subsequent  event  requiring an  adjustment  under this Article V shall cause an
adjustment to the Exercise Rate or Exercise Price for outstanding Warrants as so
adjusted.

                  (m) Minimum  Exercise Price.  Notwithstanding  anything to the
contrary  contained  in this  Agreement,  if the  Exercise  Price,  as  adjusted
pursuant to this Agreement (other than this Section 5.01(m)), shall be less than
the par value of the related Share,  then such Exercise  Price,  as so adjusted,
for all purposes of this Agreement, shall be an amount equal to the par value of
such related Shares.

                  (n)  Definitions.

                  "Affiliate"  of any  specified  person  means any other person
that directly or indirectly  through one or more  intermediaries  controls or is
controlled by, or is under common control with, such specified  person.  For the
purposes of this definition, "control" (including with correlative meanings, the
terms  "controlling,"  "controlled  by" and "under common control with") as used
with respect to any person, means 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 agreement or
otherwise.

                  "Capital Stock" means, with respect to any person, any and all
shares,  interests,  participations,  rights in, or other  equivalents  (however
designated and whether voting or  non-voting)  of, such person's  capital stock,
whether  outstanding on the date hereof or issued after the date hereof, and any
and all rights,  warrants or options  exchangeable  for or convertible into such
capital stock.

                  "Current  Market  Value"  per  share  of  Common  Stock of the
Company  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,
determined  by an  Independent  Financial
<PAGE>
                                      -23-

Expert or (ii) (a) if the security is  registered  under the  Exchange  Act, the
average  of the  daily  closing  sales  prices  of  the  securities  for  the 20
consecutive trading days immediately preceding such date, or (b) if the security
has been registered under the Exchange Act for less than 20 consecutive  trading
days immediately preceding such date, then the offering price of the security in
the transaction causing registration under the Exchange Act, in the case of each
of (ii)(a) and (ii)(b), as certified to the Warrant Agent by the President,  any
Vice President or the Chief Financial Officer of the Company.  The closing sales
price for each such  trading day shall be: (A) in the case of a security  listed
or  admitted to trading on any United  States  national  securities  exchange or
quotation  system,  the closing sales price,  regular way, on such day, or if no
sale takes place on such day, the average of the closing bid and asked prices on
such day,  (B) in the case of a security  not then listed or admitted to trading
on any United States national  securities exchange or quotation system, the last
reported  sale  price on such day,  or if no sale takes  place on such day,  the
average  of the  closing  bid and asked  prices on such day,  as  reported  by a
reputable  quotation  source  designated  by the  Company,  (C) in the case of a
security  not then listed or admitted to trading on any United  States  national
securities  exchange or quotation  system and as to which no such  reported sale
price or bid and asked prices are  available,  the average of the reported  high
bid and low asked  prices on such day,  as  reported  by a  reputable  quotation
service, or a newspaper of general circulation in the Borough of Manhattan, City
and State of New York customarily  published on each Business Day, designated by
the  Company,  or, if there  shall be no bid and asked  prices on such day,  the
average of the high bid and low asked prices, as so reported, on the most recent
day (not more than 30 days prior to the date in question)  for which prices have
been so reported and (D) if there are not bid and asked prices  reported  during
the 30 days prior to the date in  question,  the Current  Market  Value shall be
determined by the Board of Directors of the Company or an Independent  Financial
Expert.

                  "Independent   Financial   Expert"   means  a  United   States
investment  banking firm of national or regional  standing in the United  States
(i) that does not, and whose directors,  officers and employees or Affiliates do
not have a direct or indirect  material  financial  interest for its proprietary
account in the Company or any of its  Affiliates  and (ii) that, in the judgment
of the Board of Directors of the Company, is otherwise  independent with respect
to the Company and its Affiliates and qualified to perform the task for which it
is to be engaged.
<PAGE>
                                      -24-

                  (o) When De Minimis Adjustment May Be Deferred.  No adjustment
in the Exercise Rate or Exercise Price need be made unless the adjustment  would
require an increase of at least 1% in the  Exercise  Rate.  Notwithstanding  the
foregoing,  any adjustments that are not made shall be carried forward and taken
into account in any  subsequent  adjustments  provided  that no such  adjustment
shall be deferred beyond the date on which a Warrant is exercised.

                  SECTION  5.02......Fractional  Shares. The Company will not be
required to issue fractional  Shares upon exercise of the Warrants or distribute
Share  certificates  that evidence  fractional  Shares. In the event a holder is
required  by  Section  2.02(c)  to make a  Cashless  Exercise,  and the  Company
determines not to issue fractional  Shares,  the number of Shares issuable shall
be rounded up to the nearest  whole number.  In addition,  in no event shall any
holder of Warrants be required to make any payment of a fractional cent. In lieu
of fractional  Shares,  the Company may pay to the registered holders of Warrant
Certificates  at the time  Warrants  evidenced  thereby are  exercised as herein
provided  an amount in cash equal to the same  fraction  of the  Current  Market
Value, per Share on the Business Day preceding the date the Warrant Certificates
evidencing  such Warrants are  surrendered  for exercise.  Such payments will be
made by check or by transfer to an account  maintained by such registered holder
with a bank in The City of New York. If any holder  surrenders for exercise more
than one Warrant  Certificate,  the number of Shares  deliverable to such holder
may, at the option of the  Company,  be  computed on the basis of the  aggregate
amount of all the Warrants exercised by such holder.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

                  SECTION  6.01......Warrant  Agent. The Company hereby appoints
First  Union  National  Bank as Warrant  Agent of the  Company in respect of the
Warrants  and the  Warrant  Certificates  upon  the  terms  and  subject  to the
conditions   herein;   and  First  Union   National  Bank  hereby  accepts  such
appointment.  The Warrant Agent shall have the powers and authority specifically
granted to and conferred  upon it in this  Agreement and hereby and such further
powers  and  authority  to act on  behalf  of the  Company  as the  Company  may
hereafter grant to or confer upon it and it shall accept in writing. The Warrant
Agent  may  act  through  one or more  attorneys  or  agents  and  shall  not be
responsible  for any act,  default,  neglect  or  misconduct  of any such  agent
appointed with due care.

<PAGE>
                                      -25-

                  SECTION  6.02......Conditions  of Warrant Agent's Obligations.
The Warrant  Agent accepts its  obligations  herein set forth upon the terms and
conditions hereof,  including the following,  to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:

                  (a)  The  Warrant   Agent  shall  be  entitled  to  reasonable
         compensation  to be agreed  upon with the  Company in  writing  for all
         services  rendered  by it and the Company  agrees  promptly to pay such
         compensation  and to  reimburse  the Warrant  Agent for its  reasonable
         out-of-pocket  expenses  (including  reasonable  fees and  expenses  of
         counsel) incurred without gross negligence or willful misconduct on its
         part in  connection  with the services  rendered by it  hereunder.  The
         Company also agrees to indemnify the Warrant Agent and any  predecessor
         Warrant  Agent,  their  directors,  officers,  affiliates,  agents  and
         employees  for,  and  to  hold  them  and  their  directors,  officers,
         affiliates,  agents and employees harmless against, any loss, liability
         or expense of any nature  whatsoever  (including,  without  limitation,
         reasonable  fees  and  expenses  of  counsel)  incurred  without  gross
         negligence  or willful  misconduct  on the part of the  Warrant  Agent,
         arising out of or in  connection  with its acting as such Warrant Agent
         hereunder  and  its  exercise  of its  rights  and  performance  of its
         obligations  hereunder.  The  obligations  of the  Company  under  this
         Section  6.02 shall  survive the  exercise  and the  expiration  of the
         Warrant  Certificates  and the  resignation  and removal of the Warrant
         Agent.

                  (b) In acting  under  this  Agreement,  the  Warrant  Agent is
         acting  solely  as  agent  of the  Company  and  does  not  assume  any
         obligation  or  relationship  of agency or trust for or with any of the
         owners or holders of the Warrant Certificates.

                  (c)  The  Warrant  Agent  may  consult  with  counsel  of  its
         selection  and any advice or written  opinion of such counsel  shall be
         full and complete authorization and protection in respect of any action
         taken,  suffered  or  omitted  by it  hereunder  in good  faith  and in
         accordance with such advice or opinion.

<PAGE>
                                      -26-

                  (d) The Warrant Agent shall be fully protected and shall incur
         no  liability  for or in respect  of any action  taken or omitted to be
         taken or thing suffered by it in reliance upon any Warrant Certificate,
         notice, direction, consent, certificate, affidavit, opinion of counsel,
         instruction,  statement or other paper or document  reasonably believed
         by it to be genuine and to have been  presented or signed by the proper
         parties.

                  (e) The Warrant Agent, and its officers, directors, affiliates
         and employees ("Related Parties"), may become the owners of, or acquire
         any interest in, Warrant  Certificates,  shares or other obligations of
         the Company  with the same rights that it or they would have it if were
         not the  Warrant  Agent  hereunder  and,  to the  extent  permitted  by
         applicable law, it or they may engage or be interested in any financial
         or other transaction with the Company and may act on, or as Depository,
         trustee or agent  for,  any  committee  or body of holders of shares or
         other  obligations  of the  Company  as  freely  as if it were  not the
         Warrant Agent  hereunder.  Nothing in this Agreement shall be deemed to
         prevent the Warrant  Agent or such  Related  Parties from acting in any
         other capacity for the Company.

                  (f) The  Warrant  Agent shall not be under any  liability  for
         interest  on, and shall not be  required  to invest,  any monies at any
         time received by it pursuant to any of the provisions of this Agreement
         or of the Warrant Certificates.

                  (g) The Warrant Agent shall not be under any responsibility in
         respect of the  validity of this  Agreement  (or any term or  provision
         hereof) or the execution and delivery  hereof (except the due execution
         and delivery hereof by the Warrant Agent) or in respect of the validity
         or  execution  of any Warrant  Certificate  (except its  authentication
         thereof).

                  (h) The recitals and other statements  contained herein and in
         the   Warrant   Certificates   (except  as  to  the   Warrant   Agent's
         authentication thereon) shall be taken as the statements of the Company
         and the Warrant Agent assumes no responsibility  for the correctness of
         the same. The Warrant Agent does not make any  representation as to the
         validity or sufficiency of this Agreement or the Warrant  Certificates,
         except for its due execution and delivery of this Agreement;  provided,
         however,  that the  Warrant  Agent shall not be relieved of its duty to
         authenticate
<PAGE>
                                      -27-

the Warrant  Certificates  as  authorized by this  Agreement.  The Warrant Agent
shall  not be  accountable  for the use or  application  by the  Company  of the
proceeds of the exercise of any Warrant.

                  (i) Before the Warrant Agent acts or refrains from acting with
         respect to any matter  contemplated by this Warrant  Agreement,  it may
         require:

                           (1) an Officer's Certificate stating on behalf of the
                  Company  that,  in the opinion of the signer,  all  conditions
                  precedent,  if any,  provided  for in this  Warrant  Agreement
                  relating to the proposed action have been complied with; and

                           (2) if  reasonably  necessary in the sole judgment of
                  the  Warrant  Agent,  an opinion of  counsel  for the  Company
                  stating  that,  in the  opinion  of  such  counsel,  all  such
                  conditions  precedent  have been  complied  with provided that
                  such matter is one customarily opined on by counsel.

                  Each  Officer's  Certificate  or, if requested,  an opinion of
         counsel  with  respect  to  compliance  with a  condition  or  covenant
         provided for in this Warrant Agreement shall include:

                           (1)      a statement that the person making such
certificate or opinion has read such covenant or condition;

                           (2) a brief  statement  as to the nature and scope of
                  the examination or investigation  upon which the statements or
                  opinions contained in such certificate or opinion are based;

                           (3) a statement  that, in the opinion of such person,
                  he or she has made such  examination  or  investigation  as is
                  necessary to enable him or her to express an informed  opinion
                  as to  whether  or not such  covenant  or  condition  has been
                  complied with; and

                           (4) a statement  as to whether or not, in the opinion
                  of such person,  such  condition or covenant has been complied
                  with.

<PAGE>
                                      -28-

                  (j) The  Warrant  Agent  shall be  obligated  to perform  such
         duties as are herein and in the Warrant  Certificates  specifically set
         forth  and no  implied  duties or  obligations  shall be read into this
         Agreement or the Warrant  Certificates  against the Warrant Agent.  The
         Warrant  Agent  shall  not  be   accountable   or  under  any  duty  or
         responsibility  for  the  use by  the  Company  of  any of the  Warrant
         Certificates  authenticated by the Warrant Agent and delivered by it to
         the Company pursuant to this Agreement. The Warrant Agent shall have no
         duty or  responsibility  in case of any  default by the  Company in the
         performance  of its  covenants or  agreements  contained in the Warrant
         Certificates or in the case of the receipt of any written demand from a
         holder  of  a  Warrant   Certificate  with  respect  to  such  default,
         including,  without limiting the generality of the foregoing,  any duty
         or responsibility to initiate or attempt to initiate any proceedings at
         law or otherwise or, except as provided in Section 7.02 hereof, to make
         any demand upon the Company.

                  (k) Unless otherwise  specifically provided herein, any order,
         certificate, notice, request, direction or other communication from the
         Company made or given under any  provision of this  Agreement  shall be
         sufficient  if signed by its  chairman of the Board of  Directors,  its
         president,  its treasurer,  its controller or any vice president or its
         secretary or any assistant secretary.

                  (l) The Warrant Agent shall have no  responsibility in respect
of any adjustment pursuant to Article V hereof.

                  (m)  The  Company  agrees  that  it  will  perform,   execute,
         acknowledge   and  deliver,   or  cause  to  be  performed,   executed,
         acknowledged   and   delivered,   all  such  further  and  other  acts,
         instruments and assurances as may reasonably be required by the Warrant
         Agent for the carrying out or  performing  by the Warrant  Agent of the
         provisions of this Agreement.

                  (n) The Warrant  Agent is hereby  authorized  and  directed to
         accept  written  instructions  with respect to the  performance  of its
         duties  hereunder  from  any  one  of the  chairman  of  the  Board  of
         Directors,  the president,  the  treasurer,  the  controller,  any vice
         president or the secretary or assistant secretary of the Company or any
         other  officer or  official of the  Company  reasonably  believed to be
         authorized to give such  instructions  and to apply to such officers or
         officials for advice or instructions in
<PAGE>
                                      -29-

          connection with its duties,  and it shall not be liable for any action
     taken  or  suffered  to be taken by it in good  faith  in  accordance  with
     instructions  with  respect to any matter  arising in  connection  with the
     Warrant Agent's duties and obligations  arising under this Agreement or for
     any delay in acting while  awaiting  instructions.  Any  application by the
     Warrant Agent for written  instructions from the Company may, at the option
     of the Warrant Agent,  set forth in writing any action proposed to be taken
     or omitted by the  Warrant  Agent under this  Agreement  and the date on or
     after which such action shall be taken or such omission shall be effective.
     The Warrant  Agent shall not be liable for any action taken by, or omission
     of, the Warrant  Agent in accordance  with a proposal  included in any such
     application on or after the date specified in such application  (which date
     shall not be less than five Business Days after the date any officer of the
     Company actually receives such  application,  unless any such officer shall
     have  consented in writing to an earlier date) unless,  prior to taking any
     such action (or the effective date in the case of an omission), the Warrant
     Agent  shall  have  received  written  instructions  in  response  to  such
     application specifying the action to be taken or omitted.

                  (o)  Whenever  in the  performance  of its  duties  under this
         Agreement the Warrant  Agent shall deem it necessary or desirable  that
         any fact or matter be proved or  established  by the  Company  prior to
         taking or suffering any action  hereunder,  such fact or matter (unless
         other evidence in respect  thereof be herein  specifically  prescribed)
         may  be  deemed  to  be  conclusively   proved  and  established  by  a
         certificate  signed on behalf of the Company by any one of the chairman
         of  the  Board  of  Directors,   the  president,   the  treasurer,  the
         controller,  any vice president or the secretary or assistant secretary
         of  the  Company  or any  other  officer  or  official  of the  Company
         reasonably  believed to be  authorized  to give such  instructions  and
         delivered  to the Warrant  Agent;  and such  certificate  shall be full
         authorization  to the Warrant Agent for any action taken or suffered in
         good faith by it under the  provisions  of this  Agreement  in reliance
         upon such certificate.

                  (p) The Warrant  Agent shall not be required to risk or expend
         its  own  funds  in the  performance  of  its  obligations  and  duties
         hereunder.
<PAGE>
                                      -30-

                  (q) The Warrant Agent will be liable  hereunder to the Company
and any other person or entity only for its own gross  negligence,  bad faith or
willful misconduct or that of any agent or attorney appointed without due care.

                  (r) Notwithstanding anything to the contrary contained in this
Agreement,  in no event shall the Warrant Agent be liable for special,  indirect
or  consequential  loss or damage  of any kind  whatsoever  (including,  but not
limited to, lost profits).

                  SECTION  6.03......Resignation  and Removal and Appointment of
Successor.  (a) The Company agrees,  for the benefit of the holders from time to
time of the  Warrant  Certificates,  that there  shall at all times be a Warrant
Agent hereunder.

                  (b) The Warrant  Agent may at any time resign as Warrant Agent
by  giving  written  notice  to the  Company  of  such  intention  on its  part,
specifying  the date on which its desired  resignation  shall become  effective;
provided,  however,  that such date  shall be at least 30 days after the date on
which such notice is given unless the Company agrees to accept less notice. Upon
receiving  such notice of  resignation,  the Company  shall  promptly  appoint a
successor  Warrant Agent,  qualified as provided in Section 6.03(d)  hereof,  by
written  instrument  in duplicate  signed on behalf of the Company,  one copy of
which shall be  delivered  to the  resigning  Warrant  Agent and one copy to the
successor Warrant Agent. As provided in Section 6.03(d) hereof, such resignation
shall become effective upon the earlier of (x) the acceptance of the appointment
by the  successor  Warrant  Agent or (y) 30 days after receipt by the Company of
notice of such resignation. The Company may, at any time and for any reason, and
shall,  upon any event set forth in the next  succeeding  sentence,  remove  the
Warrant  Agent and appoint a successor  Warrant  Agent by written  instrument in
duplicate,  specifying  such  removal  and the date on which it is  intended  to
become  effective,  signed on behalf of the Company,  one copy of which shall be
delivered  to the  Warrant  Agent being  removed  and one copy to the  successor
Warrant  Agent.  The  Warrant  Agent shall be removed as  aforesaid  if it shall
become incapable of acting,  or shall be adjudged a bankrupt or insolvent,  or a
receiver of the Warrant  Agent or of its  property  shall be  appointed,  or any
public  officer shall take charge or control of it or of its property or affairs
for the purpose of rehabilitation,  conservation or liquidation.  Any removal of
the Warrant Agent and any appointment of a successor  Warrant Agent shall become
effective  upon  acceptance of  appointment  by the  successor  Warrant Agent as
provided in Section  6.03(d).  As
<PAGE>
                                      -31-

soon as  practicable  after  appointment  of the successor  Warrant  Agent,  the
Company  shall cause  written  notice of the change in the  Warrant  Agent to be
given to each of the registered  holders of the Warrants in the manner  provided
for in Section 8.04 hereof.

                  (c) Upon  resignation or removal of the Warrant Agent,  if the
Company  shall fail to appoint a successor  Warrant  Agent within a period of 60
days after receipt of such notice of resignation or removal,  then the holder of
any Warrant  Certificate  or the retiring  Warrant Agent may apply to a court of
competent  jurisdiction for the appointment of a successor to the Warrant Agent.
Pending  appointment of a successor to the Warrant Agent,  either by the Company
or by such a court,  the duties of the Warrant Agent shall be carried out by the
Company.

                  (d) Any  successor  Warrant  Agent,  whether  appointed by the
Company  or by a  court,  shall  be a bank or trust  company  in good  standing,
incorporated under the laws of the United States of America or any State thereof
and having,  at the time of its  appointment,  a combined  capital surplus of at
least $250 million.  Such  successor  Warrant Agent shall execute and deliver to
its  predecessor  and to the Company an instrument  accepting  such  appointment
hereunder and all the provisions of this Agreement, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance,  shall become vested
with  all  the  rights,  powers,  duties  and  obligations  of  its  predecessor
hereunder,  with like effect as if originally  named as Warrant Agent hereunder,
and such  predecessor  shall  thereupon  become  obligated  to (i)  transfer and
deliver,  and such  successor  Warrant  Agent shall be entitled to receive,  all
securities,  records  or  other  property  on  deposit  with  or  held  by  such
predecessor as Warrant Agent hereunder and (ii) upon payment of the amounts then
due it pursuant to Section 6.02(a) hereof,  pay over, and such successor Warrant
Agent shall be entitled to  receive,  all monies  deposited  with or held by any
predecessor Warrant Agent hereunder.

                  (e) Any  corporation  or bank  into  which the  Warrant  Agent
hereunder may be merged or converted,  or any corporation or bank with which the
Warrant Agent may be consolidated, or any corporation or bank resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a party,
or any  corporation  or bank to which the Warrant  Agent shall sell or otherwise
transfer all or substantially all of its corporate trust business,  shall be the
successor  to the  Warrant  Agent  under  this  Agreement  (provided  that  such
corporation  or
<PAGE>
                                      -32-

bank shall be qualified  as  aforesaid)  without the  execution or filing of any
document or any further act on the part of any of the parties hereto.

                  (f) No Warrant  Agent under this  Warrant  Agreement  shall be
personally liable for any action or omission of any successor Warrant Agent.

                                   ARTICLE VII

                                  MISCELLANEOUS

                  SECTION  7.01......Amendment.  This Agreement and the terms of
the  Warrants may be amended by the Company and the Warrant  Agent,  without the
consent of the holder of any Warrant Certificate,  for the purpose of curing any
ambiguity,   or  of  curing,   correcting  or  supplementing  any  defective  or
inconsistent provision contained herein or therein, or to effect any assumptions
of the Company's obligations hereunder and thereunder by a successor corporation
under the  circumstances  described  in Section  5.01(d)  hereof or in any other
manner which the Company may deem  necessary  or  desirable  and which shall not
adversely affect the interests of the holders of the Warrant Certificates.

                  The  Company  and the  Warrant  Agent  may  amend,  modify  or
supplement  this  Agreement  and the  terms  of the  Warrants,  and  waivers  to
departures  from the terms hereof and thereof may be given,  with the consent of
the Requisite  Warrant  Holders (as defined below) for the purpose of adding any
provision to or changing in any manner or  eliminating  any of the provisions of
this  Agreement  or  modifying  in any manner  the rights of the  holders of the
outstanding  Warrants;   provided,  however,  that  no  such  modification  that
increases  the Exercise  Price or decreases the Exercise Rate reduces the period
of time during  which the  Warrants are  exercisable  hereunder,  or effects any
change to this Section 7.01 may be made with respect to any Warrant  without the
consent of the holder of such Warrant.  "Requisite Warrant Holders" means (i) in
the case of any amendment, modification,  supplement or waiver affecting Warrant
Holders,  the  holders of a majority  in number of the  outstanding  Warrants so
affected,  or (ii) in the case of any  amendment,  modification,  supplement  or
waiver  affecting  Warrant Holders or the underlying  securities,  a majority in
number of Shares  represented  by the Warrants  that would be issuable  assuming
exercise thereof at the time such amendment, modification,  supplement or waiver
is voted  upon.  Notwithstanding  any other  provision  of this  Agreement,  the
Warrant Agent's  consent must
<PAGE>
                                      -33-

be obtained  regarding  any  supplement  or  amendment  which alters the Warrant
Agent's rights or duties (it being expressly understood that the foregoing shall
not be in  derogation of the right of the Company to remove the Warrant Agent in
accordance   with  Section  6.03  hereof).   For  purposes  of  any   amendment,
modification  or waiver  hereunder,  Warrants  held by the Company or any of its
Affiliates shall be disregarded.

                  Any  modification  or amendment  made in accordance  with this
Agreement  will be conclusive  and binding on all present and future  holders of
Warrant  Certificates whether or not they have consented to such modification or
amendment  or  waiver  and  whether  or not  notation  of such  modification  or
amendment is made upon such Warrant Certificates.  Any instrument given by or on
behalf of any holder of a Warrant  Certificate in connection with any consent to
any  modification  or amendment will be conclusive and binding on all subsequent
holders of such Warrant Certificate.

                  SECTION  7.02......Notices  and  Demands  to the  Company  and
Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed
to the Company by the holder of a Warrant Certificate pursuant to the provisions
hereof or of the Warrant Certificates,  the Warrant Agent shall promptly forward
such notice or demand to the Company.

                  SECTION  7.03......Addresses  for  Notices to Parties  and for
Transmission of Documents.  All notices hereunder to the parties hereto shall be
given  by  certified  or  registered  mail,  postage  prepaid,  or by  facsimile
transmission,  confirmed by first class mail, postage prepaid,  addressed to any
party hereto as follows:


                  To the Company:

                  SpectraSite Holdings, Inc.
                  100 Regency Parkway, Suite 400
                  Cary, North Carolina  27511

                  Attention:  David P. Tomick
                  Facsimile:  (919) 388-9475

<PAGE>
                                      -34-

                  with a copy to:

                  Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W.
                  Suite 800
                  Washington, D.C.  20036

                  Attention:  Timothy J. Kelley
                  Facsimile:  (202) 776-2222


                  To the Warrant Agent:

                  First Union National Bank
                  1525 West W.T. Harris Boulevard
                  3C3
                  NC1153
                  Charlotte, North Carolina  28262-1153

                  Attention:  Jim Clark
                  Facsimile:  (704) 590-7598
                  Telephone:  (704) 590-7383


or at any other address of which either of the foregoing shall have notified the
other in writing.

                  Any notice shall be deemed to have been given or made five (5)
calendar days after mailing if sent by  registered  or certified  mail,  postage
prepaid, or when receipt is acknowledged, if sent by facsimile transmission.

                  SECTION  7.04......Notices  to Holders.  Notices to holders of
Warrants  shall be mailed to such  holders at the  addresses  of such holders as
they appear in the Warrant Register. Any such notice shall be sufficiently given
if sent by first-class mail, postage prepaid.

                  SECTION 7.05......APPLICABLE LAW. THE VALIDITY, INTERPRETATION
AND PERFORMANCE OF THIS AGREEMENT AND EACH WARRANT  CERTIFICATE ISSUED HEREUNDER
AND OF THE RESPECTIVE TERMS AND PROVISIONS THEREOF SHALL BE GOVERNED BY THE LAWS
OF THE  STATE  OF NEW  YORK,  WITHOUT  GIVING  EFFECT  TO THE  CONFLICT  OF LAWS
PROVISIONS THEREOF.

                  SECTION   7.06......Persons  Having  Rights  Under  Agreement.
Nothing in this Agreement  expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended,
<PAGE>
                                      -35-

or shall be  construed,  to confer upon,  or give to, any person or  corporation
other  than the  Company,  the  Warrant  Agent and the  holders  of the  Warrant
Certificates any right,  remedy or claim under or by reason of this Agreement or
of any covenant,  condition,  stipulation,  promise or agreement hereof; and all
covenants, conditions,  stipulations,  promises and agreements in this Agreement
contained  shall be for the sole and  exclusive  benefit of the  Company and the
Warrant  Agent  and  their   successors  and  of  the  holders  of  the  Warrant
Certificates.

                  SECTION  7.07......Headings.  The descriptive  headings of the
several  Articles and Sections of this  Agreement  are inserted for  convenience
only and shall not control or affect the meaning or  construction  of any of the
provisions hereof.

                  SECTION 7.08......Counterparts. This Agreement may be executed
in any number of  counterparts,  each of which so executed shall be deemed to be
an original;  but such  counterparts  shall together  constitute but one and the
same instrument.

                  SECTION  7.09......Availability of Equitable Remedies. Since a
breach of the provisions of this  Agreement  could not adequately be compensated
by money  damages,  holders of Warrants  shall be  entitled,  in addition to any
other right or remedy  available  to them,  to an  injunction  restraining  such
breach or a threatened breach and to specific  performance of any such provision
of this  Agreement,  and in  either  case no bond or  other  security  shall  be
required  in  connection  therewith,  and the  parties  hereby  consent  to such
injunction and to the ordering of specific performance.

                  SECTION  7.10......Obtaining  of Governmental  Approvals.  The
Company will from time to time take all action  required to be taken by it which
may be necessary to obtain and keep effective any and all permits,  consents and
approvals  of  governmental  agencies  and  authorities  which  may be or become
requisite in  connection  with the issuance,  sale,  and delivery of the Warrant
Certificates,  the exercise of the Warrants or the issuance of the Shares issued
upon exercise of the Warrants.

                            [Signature Page Follows]


<PAGE>



                                       S-1
                  IN  WITNESS  WHEREOF,  this  Warrant  Agreement  has been duly
executed by the parties hereto as of the day and year first above written.

                                                   SPECTRASITE HOLDINGS, INC.


                                                   By: /s/ David P. Tomick
                                                       ------------------------
                                                       Name: David P. Tomick
                                                       Title:Executive Vice
                                                             President and Chief
                                                             Financial Officer

<PAGE>

                                      -2-






                                                   FIRST UNION NATIONAL BANK,
                                                      as Warrant Agent


                                                   By: /s/ Scott Cislo
                                                       -------------------------
                                                       Name:Scott Cislor
                                                       Title:Trust Officer



<PAGE>





                                                                       EXHIBIT A

                     [FORM OF SERIES I WARRANT CERTIFICATE]

                                     [FACE]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER  JURISDICTION.  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  SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                                      A-1

<PAGE>



                                                     No. [   ] [      ] Warrants

                          SERIES I WARRANT CERTIFICATE

                           SPECTRASITE HOLDINGS, INC.


                  This Warrant  Certificate  certifies  that [ ], or  registered
assigns,  is the registered  holder of [ ] Warrants (the "Warrants") to purchase
shares of Common  Stock,  par value  $0.001 per share (the "Common  Stock"),  of
SPECTRASITE  HOLDINGS,  INC., a Delaware corporation (the "Company",  which term
includes  its  successors  and  assigns).  Each  Warrant  entitles the holder to
purchase  from the  Company at any time from 9:00 a.m.  New York City time on or
after the  Exercisability  Date until 5:00 p.m., New York City time, on November
20, 2007 (the "Expiration  Date"),  one fully paid and  non-assessable  share of
Common Stock,  registered with the transfer agent for the Common Stock,  subject
to adjustment as provided in Article V of the Warrant Agreement, at the exercise
price of $21.56 for each share  purchased  (the  "Exercise  Price"),  subject to
adjustment  as  provided in Article V of the  Warrant  Agreement  (the shares of
Common Stock  purchasable upon exercise of a Warrant being herein referred to as
the "Shares" and, unless the context  otherwise  requires,  such term shall also
mean the other securities or property  purchasable and deliverable upon exercise
of a Warrant as provided  in the  Warrant  Agreement),  upon  surrender  of this
Warrant  Certificate  and payment of the Exercise  Price (i) by wire transfer or
certified check,  (ii) pursuant to the next sentence or (iii) in any combination
of (i) and (ii),  at any  office or agency  maintained  for that  purpose by the
Company (the "Warrant Agent Office"), subject to the conditions set forth herein
and in the  Warrant  Agreement.  A Warrant may also be  exercised  solely by the
surrender of the Warrant, and without the payment of the Exercise Price in cash,
for such  number of Shares  equal to the product of (1) the number of Shares for
which such Warrant is  exercisable  with payment of the Exercise Price as of the
date of exercise  and (2) the  Cashless  Exercise  Ratio.  For  purposes of this
Warrant, the "Cashless Exercise Ratio" shall equal a fraction,  the numerator of
which is the excess of the Current Market Value per share of the Common Stock on
the  date of  exercise  over  the  Exercise  Price  per  share as of the date of
exercise and the  denominator  of which is the Current Market Value per share of
the Common Stock on the date of exercise. An exercise of a Warrant in accordance
with the immediately preceding sentences is herein called 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  deliverable  upon a  Cashless  Exercise  shall be equal to the  Cashless
Exercise Ratio  multiplied by the product

                                      A-2
<PAGE>


of (a) the number of  Warrants  that the  holder  specifies  is to be  exercised
pursuant  to a  Cashless  Exercise  and (b) the  number of Shares for which such
Warrant is then  exercisable  (without  giving  effect to the Cashless  Exercise
Option).  If the Company has not effected the registration  under the Securities
Act of the offer and sale of the  Shares by the  Company  to the  holders of the
Warrants  upon the  exercise  thereof,  the  Company  may elect to require  that
holders of the Warrants  effect the exercise of the Warrants  solely pursuant to
the Cashless  Exercise  option and may also amend the Warrants to eliminate  the
requirement  for payment of the  Exercise  Price with  respect to such  Cashless
Exercise  option.  All provisions of the Warrant  Agreement  shall be applicable
with  respect to an  exercise  of a Warrant  Certificate  pursuant to a Cashless
Exercise  for  less  than the  full  number  of  Warrants  represented  thereby.
Capitalized  terms used  herein  without  being  defined  herein  shall have the
definitions ascribed to such terms in the Warrant Agreement.

                  No exercise  of the  Warrants  may be effected  which does not
call for the issuance of a number of shares of Common Stock in direct proportion
(subject only to rounding  with respect to  fractional  shares) to the aggregate
number of shares of Common  Stock then  issuable  upon  exercise of the Warrants
evidenced hereby.

                  The Company has initially  designated the principal  corporate
trust office of the Warrant  Agent in Charlotte,  North  Carolina as the initial
Warrant  Agent  Office.  The  number of Shares  issuable  upon  exercise  of the
Warrants  ("Exercise  Rate") is subject to  adjustment  upon the  occurrence  of
certain events set forth in the Warrant Agreement.

                  Any Warrants not exercised on or prior to 5:00 p.m., New York
City time, on November 20, 2007 shall thereafter be void.

                  If the Company  merges,  amalgamates or  consolidates  with or
into, or sells all or  substantially  all of its property and assets to, another
Person  solely for cash,  the holders of  Warrants  shall be entitled to receive
distributions on the date of such event on an equal basis with holders of Shares
(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).

                  Reference  is hereby  made to the  further  provisions  on the
reverse hereof which  provisions  shall for all purposes have the same effect as
though fully set forth at this place.

<PAGE>
                                      A-3

                  This   Warrant   Certificate   shall   not  be  valid   unless
authenticated  by the  Warrant  Agent,  as such  term  is  used  in the  Warrant
Agreement.

                  THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

                                      A-4

<PAGE>



                  WITNESS  the seal of the Company  and  signatures  of its duly
authorized officers.

Dated:

                                                   SPECTRASITE HOLDINGS, INC.


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


Attest:


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


                                      A-5

<PAGE>



         Certificate of Authentication:


This  is  one of the  Warrants  referred  to in  the  within  mentioned  Warrant
Agreement:

FIRST UNION NATIONAL BANK,
     as Warrant Agent


By:
   --------------------------------
         Authorized Signatory

                                      A-6
<PAGE>



                     [FORM OF SERIES I WARRANT CERTIFICATE]

                                    [REVERSE]

                           SPECTRASITE HOLDINGS, INC.


                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized  issue of Warrants  expiring at 5:00 p.m., New York City time,
on November 20, 2007 (the "Expiration Date"), each of which represents the right
to purchase at any time on or after the  Exercisability  Date (as defined in the
Warrant  Agreement) and on or prior to the  Expiration  Date one share of Common
Stock, subject to adjustment as set forth in the Warrant Agreement. The Warrants
are issued  pursuant to a Warrant  Agreement  dated as of November 20, 2000 (the
"Warrant Agreement"),  duly executed and delivered by the Company to First Union
National Bank, as Warrant Agent (the "Warrant  Agent"),  which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is
hereby  referred  to for a  description  of the  rights,  limitation  of rights,
obligations,  duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "holders" or holder"  meaning the registered  holders
or registered holder) of the Warrants.

                  Warrants may be exercised by (i)  surrendering  at any Warrant
Agent Office this Warrant  Certificate with the form of Election to Exercise set
forth hereon duly completed and executed and (ii) to the extent such exercise is
not being  effected  through a Cashless  Exercise  by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to the Warrant Agreement.

                  If all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 11:00 a.m.,  New York City time, on
a Business  Day,  the exercise of the Warrant to which such items relate will be
effective  on such  Business  Day.  If any items  referred  to in the  preceding
paragraph are received  after 11:00 a.m., New York City time, on a Business Day,
the  exercise of the  Warrants to which such item  relates  will be deemed to be
effective on the next succeeding Business Day. Notwithstanding the foregoing, in
the case of an exercise of Warrants on November  20,  2007,  if all of the items
referred to in the  preceding  paragraph are received by the Warrant Agent at or
prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of
the  Warrants to which such items  relate will be  effective  on the  Expiration
Date.
                                      A-7
<PAGE>

                  As soon as  practicable  after the  exercise of any Warrant or
Warrants,  the Company  shall issue or cause to be issued to or upon the written
order of the  registered  holder of this Warrant  Certificate,  a certificate or
certificates evidencing the Share or Shares to which such holder is entitled, in
fully  registered  form,  registered in such name or names as may be directed by
such holder pursuant to the Election to Exercise, as set forth on the reverse of
this Warrant Certificate.  Such certificate or certificates evidencing the Share
or Shares shall be deemed to have been issued and any persons who are designated
to be named  therein shall be deemed to have become the holder of record of such
Share or Shares as of the close of business on the date upon which the  exercise
of this  Warrant  was  deemed  to be  effective  as  provided  in the  preceding
paragraph.

                  The Company will not be required to issue fractional shares of
Common Stock upon exercise of the Warrants or distribute Share certificates that
evidence  fractional  shares of Common Stock.  In lieu of  fractional  shares of
Common  Stock,  the Company  may pay to the  registered  Holder of this  Warrant
Certificate at the time such Warrant  Certificate is exercised an amount in cash
equal to the same fraction of the Current Market Value per share of Common Stock
on the Business Day preceding the date this Warrant  Certificate  is surrendered
for exercise.

                  Warrant Certificates, when surrendered at any office or agency
maintained by the Company for that purpose by the  registered  holder thereof in
person or by legal representative or attorney duly authorized in writing, may be
exchanged for a new Warrant Certificate or new Warrant  Certificates  evidencing
in the  aggregate  a like number of  Warrants,  in the manner and subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

                  Upon due  presentment  for  registration  of  transfer of this
Warrant  Certificate at any office or agency  maintained by the Company for that
purpose, a new Warrant Certificate  evidencing in the aggregate a like number of
Warrants  shall be  issued  to the  transferee  in  exchange  for  this  Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection therewith.

                  The  Company  and the  Warrant  Agent  may deem and  treat the
registered  holder  hereof as the  absolute  owner of this  Warrant  Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone) for the purpose of any exercise hereof and for all other  purposes,  and
neither the
                                      A-8
<PAGE>


Company nor the Warrant Agent shall be affected by any notice to the contrary.

                  The term  "Business Day" shall mean any day on which (i) banks
in New York City and  Charlotte,  North  Carolina  and (ii) the  principal  U.S.
securities  exchange or market,  if any, on which the Common  Stock is listed or
admitted to trading are open for business.

                  The Shares are  entitled  to the  benefits  of a  registration
rights agreement (the "Registration Rights Agreement").  The Registration Rights
Agreement  provides  the  holders  of  Shares  with the  right,  subject  to the
conditions and limitations  contained therein,  to include the Shares in a shelf
registration  for a specified  period,  to a demand  registration  following the
shelf registration and to include the Shares in certain registration  statements
filed by the  Company  for its  account or for the  account of any of its Common
Stockholders.


                                      A-9
<PAGE>



                         (FORM OF ELECTION TO EXERCISE)


(To be executed upon exercise of Warrants on the Exercise Date)

                  The undersigned  hereby  irrevocably elects to exercise [ ] of
the  Warrants  represented  by this Warrant  Certificate  and purchase the whole
number of Shares  issuable  upon the  exercise  of such  Warrants  and  herewith
tenders payment for such Shares as follows:

                  $[ ] in cash by wire transfer of immediately  available funds;
or by surrender of Warrants  pursuant to a Cashless  Exercise (as defined in the
Warrant  Agreement)  for [ ] shares  of  Common  Stock at the  current  Cashless
Exercise Ratio.

                  The undersigned requests that a certificate  representing such
Shares  be  registered  in the name of  ____________________  whose  address  is
_________________________    and   that   such    shares   be    delivered    to
__________________________ whose address is __________________________. Any cash
payments  to  be  paid  in  lieu  of  a  fractional  Share  should  be  made  to
__________________  whose  address  is  ________________________  and the  check
representing payment thereof should be delivered to ______________________ whose
address is ___________________.

                  Dated __________________, ____

                  Name of holder of
                  Warrant Certificate:  _______________________________
                           .........             (Please Print)

                  Tax Identification or
                  Social Security Number:  ____________________________

                  Address:  ___________________________________________

                                    -------------------------------------------

                  Signature:  _________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever and if the certificate  representing the
     Shares or any Warrant Certificate representing Warrants not exercised is to
     be registered  in a name other than that in which this Warrant  Certificate
     is  registered,  or if any cash  payment to be paid in lieu of a fractional
     share is to be made to a person  other than the  registered  holder of this
     Warrant Certificate,  the signature of the holder hereof must be guaranteed
     as provided in the Warrant Agreement.

                                      A-10
<PAGE>

Dated ____________________, ___

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________


                              [FORM OF ASSIGNMENT]


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

Dated ____________________, ____

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________



                                      A-11
<PAGE>




                                                                       EXHIBIT B

                     [FORM OF SERIES II WARRANT CERTIFICATE]

                                     [FACE]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER  JURISDICTION.  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  SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


                                      B-1
<PAGE>



                                                  No. [   ] [      ] Warrants

                          SERIES II WARRANT CERTIFICATE

                           SPECTRASITE HOLDINGS, INC.


                  This Warrant  Certificate  certifies  that [ ], or  registered
assigns,  is the registered  holder of [ ] Warrants (the "Warrants") to purchase
shares of Common  Stock,  par value  $0.001 per share (the "Common  Stock"),  of
SPECTRASITE  HOLDINGS,  INC., a Delaware corporation (the "Company",  which term
includes  its  successors  and  assigns).  Each  Warrant  entitles the holder to
purchase  from the  Company at any time from 9:00 a.m.  New York City time on or
after the  Exercisability  Date until 5:00 p.m., New York City time, on November
20, 2007 (the "Expiration  Date"),  one fully paid and  non-assessable  share of
Common Stock,  registered with the transfer agent for the Common Stock,  subject
to adjustment as provided in Article V of the Warrant Agreement, at the exercise
price of $23.86 for each share  purchased  (the  "Exercise  Price"),  subject to
adjustment  as  provided in Article V of the  Warrant  Agreement  (the shares of
Common Stock  purchasable upon exercise of a Warrant being herein referred to as
the "Shares" and, unless the context  otherwise  requires,  such term shall also
mean the other securities or property  purchasable and deliverable upon exercise
of a Warrant as provided  in the  Warrant  Agreement),  upon  surrender  of this
Warrant  Certificate  and payment of the Exercise  Price (i) by wire transfer or
certified check,  (ii) pursuant to the next sentence or (iii) in any combination
of (i) and (ii),  at any  office or agency  maintained  for that  purpose by the
Company (the "Warrant Agent Office"), subject to the conditions set forth herein
and in the  Warrant  Agreement.  A Warrant may also be  exercised  solely by the
surrender of the Warrant, and without the payment of the Exercise Price in cash,
for such  number of Shares  equal to the product of (1) the number of Shares for
which such Warrant is  exercisable  with payment of the Exercise Price as of the
date of exercise  and (2) the  Cashless  Exercise  Ratio.  For  purposes of this
Warrant, the "Cashless Exercise Ratio" shall equal a fraction,  the numerator of
which is the excess of the Current Market Value per share of the Common Stock on
the  date of  exercise  over  the  Exercise  Price  per  share as of the date of
exercise and the  denominator  of which is the Current Market Value per share of
the Common Stock on the date of exercise. An exercise of a Warrant in accordance
with the immediately preceding sentences is herein called 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  deliverable  upon a  Cashless  Exercise  shall be equal to the  Cashless
Exercise Ratio  multiplied by the product

                                      B-2
<PAGE>

of (a) the number of  Warrants  that the  holder  specifies  is to be  exercised
pursuant  to a  Cashless  Exercise  and (b) the  number of Shares for which such
Warrant is then  exercisable  (without  giving  effect to the Cashless  Exercise
Option).  If the Company has not effected the registration  under the Securities
Act of the offer and sale of the  Shares by the  Company  to the  holders of the
Warrants  upon the  exercise  thereof,  the  Company  may elect to require  that
holders of the Warrants  effect the exercise of the Warrants  solely pursuant to
the Cashless  Exercise  option and may also amend the Warrants to eliminate  the
requirement  for payment of the  Exercise  Price with  respect to such  Cashless
Exercise  option.  All provisions of the Warrant  Agreement  shall be applicable
with  respect to an  exercise  of a Warrant  Certificate  pursuant to a Cashless
Exercise  for  less  than the  full  number  of  Warrants  represented  thereby.
Capitalized  terms used  herein  without  being  defined  herein  shall have the
definitions ascribed to such terms in the Warrant Agreement.

                  No exercise  of the  Warrants  may be effected  which does not
call for the issuance of a number of shares of Common Stock in direct proportion
(subject only to rounding  with respect to  fractional  shares) to the aggregate
number of shares of Common  Stock then  issuable  upon  exercise of the Warrants
evidenced hereby.

                  The Company has initially  designated the principal  corporate
trust office of the Warrant  Agent in Charlotte,  North  Carolina as the initial
Warrant  Agent  Office.  The  number of Shares  issuable  upon  exercise  of the
Warrants  ("Exercise  Rate") is subject to  adjustment  upon the  occurrence  of
certain events set forth in the Warrant Agreement.

                  Any Warrants not exercised on or prior to 5:00 p.m., New York
City time, on November 20, 2007 shall thereafter be void.

                  If the Company  merges,  amalgamates or  consolidates  with or
into, or sells all or  substantially  all of its property and assets to, another
Person  solely for cash,  the holders of  Warrants  shall be entitled to receive
distributions on the date of such event on an equal basis with holders of Shares
(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).

                  Reference  is hereby  made to the  further  provisions  on the
reverse hereof which  provisions  shall for all purposes have the same effect as
though fully set forth at this place.

                                      B-3
<PAGE>

                  This   Warrant   Certificate   shall   not  be  valid   unless
authenticated  by the  Warrant  Agent,  as such  term  is  used  in the  Warrant
Agreement.

                  THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.


                                      B-4
<PAGE>



                  WITNESS  the seal of the Company  and  signatures  of its duly
authorized officers.

Dated:

                                             SPECTRASITE HOLDINGS, INC.



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


Attest:


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



                                      B-5
<PAGE>



         Certificate of Authentication:


This  is  one of the  Warrants  referred  to in  the  within  mentioned  Warrant
Agreement:

FIRST UNION NATIONAL BANK,
     as Warrant Agent


By:
   ----------------------------------
         Authorized Signatory

                                      B-6
<PAGE>



                     [FORM OF SERIES II WARRANT CERTIFICATE]

                                    [REVERSE]

                           SPECTRASITE HOLDINGS, INC.


                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized  issue of Warrants  expiring at 5:00 p.m., New York City time,
on November 20, 2007 (the "Expiration Date"), each of which represents the right
to purchase at any time on or after the  Exercisability  Date (as defined in the
Warrant  Agreement) and on or prior to the  Expiration  Date one share of Common
Stock, subject to adjustment as set forth in the Warrant Agreement. The Warrants
are issued  pursuant to a Warrant  Agreement  dated as of November 20, 2000 (the
"Warrant Agreement"),  duly executed and delivered by the Company to First Union
National Bank, as Warrant Agent (the "Warrant  Agent"),  which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is
hereby  referred  to for a  description  of the  rights,  limitation  of rights,
obligations,  duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "holders" or holder"  meaning the registered  holders
or registered holder) of the Warrants.

                  Warrants may be exercised by (i)  surrendering  at any Warrant
Agent Office this Warrant  Certificate with the form of Election to Exercise set
forth hereon duly completed and executed and (ii) to the extent such exercise is
not being  effected  through a Cashless  Exercise  by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to the Warrant Agreement.

                  If all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 11:00 a.m.,  New York City time, on
a Business  Day,  the exercise of the Warrant to which such items relate will be
effective  on such  Business  Day.  If any items  referred  to in the  preceding
paragraph are received  after 11:00 a.m., New York City time, on a Business Day,
the  exercise of the  Warrants to which such item  relates  will be deemed to be
effective on the next succeeding Business Day. Notwithstanding the foregoing, in
the case of an exercise of Warrants on November  20,  2007,  if all of the items
referred to in the  preceding  paragraph are received by the Warrant Agent at or
prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of
the  Warrants to which such items  relate will be  effective  on the  Expiration
Date.

                                      B-7
<PAGE>

                  As soon as  practicable  after the  exercise of any Warrant or
Warrants,  the Company  shall issue or cause to be issued to or upon the written
order of the  registered  holder of this Warrant  Certificate,  a certificate or
certificates evidencing the Share or Shares to which such holder is entitled, in
fully  registered  form,  registered in such name or names as may be directed by
such holder pursuant to the Election to Exercise, as set forth on the reverse of
this Warrant Certificate.  Such certificate or certificates evidencing the Share
or Shares shall be deemed to have been issued and any persons who are designated
to be named  therein shall be deemed to have become the holder of record of such
Share or Shares as of the close of business on the date upon which the  exercise
of this  Warrant  was  deemed  to be  effective  as  provided  in the  preceding
paragraph.

                  The Company will not be required to issue fractional shares of
Common Stock upon exercise of the Warrants or distribute Share certificates that
evidence  fractional  shares of Common Stock.  In lieu of  fractional  shares of
Common  Stock,  the Company  may pay to the  registered  Holder of this  Warrant
Certificate at the time such Warrant  Certificate is exercised an amount in cash
equal to the same fraction of the Current Market Value per share of Common Stock
on the Business Day preceding the date this Warrant  Certificate  is surrendered
for exercise.

                  Warrant Certificates, when surrendered at any office or agency
maintained by the Company for that purpose by the  registered  holder thereof in
person or by legal representative or attorney duly authorized in writing, may be
exchanged for a new Warrant Certificate or new Warrant  Certificates  evidencing
in the  aggregate  a like number of  Warrants,  in the manner and subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

                  Upon due  presentment  for  registration  of  transfer of this
Warrant  Certificate at any office or agency  maintained by the Company for that
purpose, a new Warrant Certificate  evidencing in the aggregate a like number of
Warrants  shall be  issued  to the  transferee  in  exchange  for  this  Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection therewith.

                  The  Company  and the  Warrant  Agent  may deem and  treat the
registered  holder  hereof as the  absolute  owner of this  Warrant  Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone) for the purpose of any exercise hereof and for all other  purposes,  and
neither

                                      B-8
<PAGE>

the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

                  The term  "Business Day" shall mean any day on which (i) banks
in New  York  City  and  Charlotte,  North  Carolina  (ii)  the  principal  U.S.
securities  exchange or market,  if any, on which the Common  Stock is listed or
admitted to trading are open for business.

                  The Shares are  entitled  to the  benefits  of a  registration
rights agreement (the "Registration Rights Agreement").  The Registration Rights
Agreement  provides  the  holders  of  Shares  with the  right,  subject  to the
conditions and limitations  contained therein,  to include the Shares in a shelf
registration  for a specified  period,  to a demand  registration  following the
shelf registration and to include the Shares in certain registration  statements
filed by the  Company  for its  account or for the  account of any of its Common
Stockholders.


                                      B-9
<PAGE>



                         (FORM OF ELECTION TO EXERCISE)


(To be executed upon exercise of Warrants on the Exercise Date)

                  The undersigned  hereby  irrevocably elects to exercise [ ] of
the  Warrants  represented  by this Warrant  Certificate  and purchase the whole
number of Shares  issuable  upon the  exercise  of such  Warrants  and  herewith
tenders payment for such Shares as follows:

                  $[ ] in cash by wire transfer of immediately  available funds;
or by surrender of Warrants  pursuant to a Cashless  Exercise (as defined in the
Warrant  Agreement)  for [ ] shares  of  Common  Stock at the  current  Cashless
Exercise Ratio.

                  The undersigned requests that a certificate  representing such
Shares  be  registered  in the name of  ____________________  whose  address  is
_________________________    and   that   such    shares   be    delivered    to
__________________________ whose address is __________________________. Any cash
payments  to  be  paid  in  lieu  of  a  fractional  Share  should  be  made  to
__________________  whose  address  is  ________________________  and the  check
representing payment thereof should be delivered to ______________________ whose
address is ___________________.

                  Dated __________________, ____

                  Name of holder of
                  Warrant Certificate:  _______________________________
                                               (Please Print)

                  Tax Identification or
                  Social Security Number:  ____________________________

                  Address:  ___________________________________________

                                    -------------------------------------------

                  Signature:  _________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever and if the certificate  representing the
     Shares or any Warrant Certificate representing Warrants not exercised is to
     be registered  in a name other than that in which this Warrant  Certificate
     is  registered,  or if any cash  payment to be paid in lieu of a fractional
     share is to be made to a person  other than the  registered  holder of this
     Warrant Certificate,  the signature of the holder hereof must be guaranteed
     as provided in the Warrant Agreement.
                                      B-10
<PAGE>

Dated ____________________, ___

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________


                              [FORM OF ASSIGNMENT]


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

Dated ____________________, ____

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________


                                      B-11

<PAGE>





                                                                      EXHIBIT C

                    [FORM OF SERIES III WARRANT CERTIFICATE]

                                     [FACE]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER  JURISDICTION.  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  SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


                                      C-1
<PAGE>



                                                      No. [   ][      ] Warrants

                         SERIES III WARRANT CERTIFICATE

                           SPECTRASITE HOLDINGS, INC.


                  This Warrant  Certificate  certifies  that [ ], or  registered
assigns,  is the registered  holder of [ ] Warrants (the "Warrants") to purchase
shares of Common  Stock,  par value  $0.001 per share (the "Common  Stock"),  of
SPECTRASITE  HOLDINGS,  INC., a Delaware corporation (the "Company",  which term
includes  its  successors  and  assigns).  Each  Warrant  entitles the holder to
purchase  from the  Company at any time from 9:00 a.m.  New York City time on or
after the  Exercisability  Date until 5:00 p.m., New York City time, on November
20, 2007 (the "Expiration  Date"),  one fully paid and  non-assessable  share of
Common Stock,  registered with the transfer agent for the Common Stock,  subject
to adjustment as provided in Article V of the Warrant Agreement, at the exercise
price of $28.00 for each share  purchased  (the  "Exercise  Price"),  subject to
adjustment  as  provided in Article V of the  Warrant  Agreement  (the shares of
Common Stock  purchasable upon exercise of a Warrant being herein referred to as
the "Shares" and, unless the context  otherwise  requires,  such term shall also
mean the other securities or property  purchasable and deliverable upon exercise
of a Warrant as provided  in the  Warrant  Agreement),  upon  surrender  of this
Warrant  Certificate  and payment of the Exercise  Price (i) by wire transfer or
certified check,  (ii) pursuant to the next sentence or (iii) in any combination
of (i) and (ii),  at any  office or agency  maintained  for that  purpose by the
Company (the "Warrant Agent Office"), subject to the conditions set forth herein
and in the  Warrant  Agreement.  A Warrant may also be  exercised  solely by the
surrender of the Warrant, and without the payment of the Exercise Price in cash,
for such  number of Shares  equal to the product of (1) the number of Shares for
which such Warrant is  exercisable  with payment of the Exercise Price as of the
date of exercise  and (2) the  Cashless  Exercise  Ratio.  For  purposes of this
Warrant, the "Cashless Exercise Ratio" shall equal a fraction,  the numerator of
which is the excess of the Current Market Value per share of the Common Stock on
the  date of  exercise  over  the  Exercise  Price  per  share as of the date of
exercise and the  denominator  of which is the Current Market Value per share of
the Common Stock on the date of exercise. An exercise of a Warrant in accordance
with the immediately preceding sentences is herein called 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  deliverable  upon a  Cashless  Exercise  shall be equal to the  Cashless
Exercise Ratio  multiplied by the

                                      C-2
<PAGE>

product  of (a) the  number  of  Warrants  that the  holder  specifies  is to be
exercised pursuant to a Cashless Exercise and (b) the number of Shares for which
such Warrant is then exercisable (without giving effect to the Cashless Exercise
Option).  If the Company has not effected the registration  under the Securities
Act of the offer and sale of the  Shares by the  Company  to the  holders of the
Warrants  upon the  exercise  thereof,  the  Company  may elect to require  that
holders of the Warrants  effect the exercise of the Warrants  solely pursuant to
the Cashless  Exercise  option and may also amend the Warrants to eliminate  the
requirement  for payment of the  Exercise  Price with  respect to such  Cashless
Exercise  option.  All provisions of the Warrant  Agreement  shall be applicable
with  respect to an  exercise  of a Warrant  Certificate  pursuant to a Cashless
Exercise  for  less  than the  full  number  of  Warrants  represented  thereby.
Capitalized  terms used  herein  without  being  defined  herein  shall have the
definitions ascribed to such terms in the Warrant Agreement.

                  No exercise  of the  Warrants  may be effected  which does not
call for the issuance of a number of shares of Common Stock in direct proportion
(subject only to rounding  with respect to  fractional  shares) to the aggregate
number of shares of Common  Stock then  issuable  upon  exercise of the Warrants
evidenced hereby.

                  The Company has initially  designated the principal  corporate
trust office of the Warrant  Agent in Charlotte,  North  Carolina as the initial
Warrant  Agent  Office.  The  number of Shares  issuable  upon  exercise  of the
Warrants  ("Exercise  Rate") is subject to  adjustment  upon the  occurrence  of
certain events set forth in the Warrant Agreement.

                  Any Warrants not exercised on or prior to 5:00 p.m., New York
City time, on November 20, 2007 shall thereafter be void.

                  If the Company  merges,  amalgamates or  consolidates  with or
into, or sells all or  substantially  all of its property and assets to, another
Person  solely for cash,  the holders of  Warrants  shall be entitled to receive
distributions on the date of such event on an equal basis with holders of Shares
(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).

                  Reference  is hereby  made to the  further  provisions  on the
reverse hereof which  provisions  shall for all purposes have the same effect as
though fully set forth at this place.

                                      C-3
<PAGE>

                  This   Warrant   Certificate   shall   not  be  valid   unless
authenticated  by the  Warrant  Agent,  as such  term  is  used  in the  Warrant
Agreement.

                  THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT  GIVING EFFECT TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.


                                      C-4
<PAGE>



                  WITNESS  the seal of the Company  and  signatures  of its duly
authorized officers.

Dated:

                                            SPECTRASITE HOLDINGS, INC.


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


Attest:


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


                                      C-5

<PAGE>



         Certificate of Authentication:


This  is  one of the  Warrants  referred  to in  the  within  mentioned  Warrant
Agreement:

FIRST UNION NATIONAL BANK,
     as Warrant Agent


By:
   ------------------------------
      Authorized Signatory

                                      C-6
<PAGE>



                    [FORM OF SERIES III WARRANT CERTIFICATE]

                                    [REVERSE]

                           SPECTRASITE HOLDINGS, INC.


                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized  issue of Warrants  expiring at 5:00 p.m., New York City time,
on November 20, 2007 (the "Expiration Date"), each of which represents the right
to purchase at any time on or after the  Exercisability  Date (as defined in the
Warrant  Agreement) and on or prior to the  Expiration  Date one share of Common
Stock, subject to adjustment as set forth in the Warrant Agreement. The Warrants
are issued  pursuant to a Warrant  Agreement  dated as of November 20, 2000 (the
"Warrant Agreement"),  duly executed and delivered by the Company to First Union
National Bank, as Warrant Agent (the "Warrant  Agent"),  which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is
hereby  referred  to for a  description  of the  rights,  limitation  of rights,
obligations,  duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "holders" or holder"  meaning the registered  holders
or registered holder) of the Warrants.

                  Warrants may be exercised by (i)  surrendering  at any Warrant
Agent Office this Warrant  Certificate with the form of Election to Exercise set
forth hereon duly completed and executed and (ii) to the extent such exercise is
not being  effected  through a Cashless  Exercise  by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to the Warrant Agreement.

                  If all of the items referred to in the preceding paragraph are
received by the Warrant Agent at or prior to 11:00 a.m.,  New York City time, on
a Business  Day,  the exercise of the Warrant to which such items relate will be
effective  on such  Business  Day.  If any items  referred  to in the  preceding
paragraph are received  after 11:00 a.m., New York City time, on a Business Day,
the  exercise of the  Warrants to which such item  relates  will be deemed to be
effective on the next succeeding Business Day. Notwithstanding the foregoing, in
the case of an exercise of Warrants on November  20,  2007,  if all of the items
referred to in the  preceding  paragraph are received by the Warrant Agent at or
prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of
the  Warrants to which such items  relate will be  effective  on the  Expiration
Date.

                                      C-7
<PAGE>

                  As soon as  practicable  after the  exercise of any Warrant or
Warrants,  the Company  shall issue or cause to be issued to or upon the written
order of the  registered  holder of this Warrant  Certificate,  a certificate or
certificates evidencing the Share or Shares to which such holder is entitled, in
fully  registered  form,  registered in such name or names as may be directed by
such holder pursuant to the Election to Exercise, as set forth on the reverse of
this Warrant Certificate.  Such certificate or certificates evidencing the Share
or Shares shall be deemed to have been issued and any persons who are designated
to be named  therein shall be deemed to have become the holder of record of such
Share or Shares as of the close of business on the date upon which the  exercise
of this  Warrant  was  deemed  to be  effective  as  provided  in the  preceding
paragraph.

                  The Company will not be required to issue fractional shares of
Common Stock upon exercise of the Warrants or distribute Share certificates that
evidence  fractional  shares of Common Stock.  In lieu of  fractional  shares of
Common  Stock,  the Company  may pay to the  registered  Holder of this  Warrant
Certificate at the time such Warrant  Certificate is exercised an amount in cash
equal to the same fraction of the Current Market Value per share of Common Stock
on the Business Day preceding the date this Warrant  Certificate  is surrendered
for exercise.

                  Warrant Certificates, when surrendered at any office or agency
maintained by the Company for that purpose by the  registered  holder thereof in
person or by legal representative or attorney duly authorized in writing, may be
exchanged for a new Warrant Certificate or new Warrant  Certificates  evidencing
in the  aggregate  a like number of  Warrants,  in the manner and subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

                  Upon due  presentment  for  registration  of  transfer of this
Warrant  Certificate at any office or agency  maintained by the Company for that
purpose, a new Warrant Certificate  evidencing in the aggregate a like number of
Warrants  shall be  issued  to the  transferee  in  exchange  for  this  Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection therewith.

                  The  Company  and the  Warrant  Agent  may deem and  treat the
registered  holder  hereof as the  absolute  owner of this  Warrant  Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone) for the purpose of any exercise hereof and for all other  purposes,  and
neither the

                                      C-8
<PAGE>

Company nor the Warrant Agent shall be affected by any notice to the
contrary.

                  The term  "Business Day" shall mean any day on which (i) banks
in New  York  City  and  Charlotte,  North  Carolina  (ii)  the  principal  U.S.
securities  exchange or market,  if any, on which the Common  Stock is listed or
admitted to trading are open for business.

                  The Shares are  entitled  to the  benefits  of a  registration
rights agreement (the "Registration Rights Agreement").  The Registration Rights
Agreement  provides  the  holders  of  Shares  with the  right,  subject  to the
conditions and limitations  contained therein,  to include the Shares in a shelf
registration  for a specified  period,  to a demand  registration  following the
shelf registration and to include the Shares in certain registration  statements
filed by the  Company  for its  account or for the  account of any of its Common
Stockholders.

                                      C-9

<PAGE>



                         (FORM OF ELECTION TO EXERCISE)


(To be executed upon exercise of Warrants on the Exercise Date)

                  The undersigned  hereby  irrevocably elects to exercise [ ] of
the  Warrants  represented  by this Warrant  Certificate  and purchase the whole
number of Shares  issuable  upon the  exercise  of such  Warrants  and  herewith
tenders payment for such Shares as follows:

                  $[ ] in cash by wire transfer of immediately  available funds;
or by surrender of Warrants  pursuant to a Cashless  Exercise (as defined in the
Warrant  Agreement)  for [ ] shares  of  Common  Stock at the  current  Cashless
Exercise Ratio.

                  The undersigned requests that a certificate  representing such
Shares  be  registered  in the name of  ____________________  whose  address  is
_________________________    and   that   such    shares   be    delivered    to
__________________________ whose address is __________________________. Any cash
payments  to  be  paid  in  lieu  of  a  fractional  Share  should  be  made  to
__________________  whose  address  is  ________________________  and the  check
representing payment thereof should be delivered to ______________________ whose
address is ___________________.

                  Dated __________________, ____

                  Name of holder of
                  Warrant Certificate:  _______________________________
                           .........            (Please Print)

                  Tax Identification or
                  Social Security Number:  ____________________________

                  Address:  ___________________________________________

                                    -------------------------------------------

                  Signature:  _________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever and if the certificate  representing the
     Shares or any Warrant Certificate representing Warrants not exercised is to
     be registered  in a name other than that in which this Warrant  Certificate
     is  registered,  or if any cash  payment to be paid in lieu of a fractional
     share is to be made to a person  other than the  registered  holder of this
     Warrant Certificate,  the signature of the holder hereof must be guaranteed
     as provided in the Warrant Agreement.

                                      C-10
<PAGE>

Dated ____________________, ___

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________


                              [FORM OF ASSIGNMENT]


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

Dated ____________________, ____

                  Signature:  ________________________________________

Note:The above  signature must correspond with the name as written upon the face
     of this Warrant  Certificate  in every  particular,  without  alteration or
     enlargement or any change whatever.

                  Signature Guaranteed:  _____________________________







                                     C-11