<PAGE>
                                                                     Exhibit 4.6

                                                                  EXECUTION COPY
================================================================================

                                WARRANT AGREEMENT

                          Dated as of January 27, 1999

                                 By and Between

                              @ENTERTAINMENT, INC.

                                       and

                             Bankers Trust Company,

                                  Warrant Agent

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

1,027,200 Warrants to Purchase an Aggregate of 1,813,665 Shares of Common Stock
                           (Par Value $.01 Per Share)

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I

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

      SECTION 1.01.  Issuance of Warrants....................................2
      SECTION 1.02.  Form of Warrant Certificates............................2
      SECTION 1.03.  Execution of Warrant Certificates.......................3
      SECTION 1.04.  Authentication and Delivery.............................3
      SECTION 1.05.  Separation of Warrants and Notes........................4
      SECTION 1.06.  Registration............................................4
      SECTION 1.07.  Registration of Transfers or Exchanges..................5
      SECTION 1.08.  Lost, Stolen, Destroyed, Defaced or Mutilated Warrant 
                      Certificates .........................................10
      SECTION 1.09.  Offices for Exercise, etc..............................11

ARTICLE II

      DURATION, EXERCISE OF WARRANTS; EXERCISE PRICE
                    AND REPURCHASE OF WARRANTS
      SECTION 2.01.  Duration of Warrants...................................11
      SECTION 2.02.  Exercise, Exercise Price, Settlement and Delivery......12
      SECTION 2.03.  Cancellation of Warrant Certificates...................14
      SECTION 2.04.  Notice of an Exercise Event............................15

ARTICLE III

      OTHER PROVISIONS RELATING TO
      RIGHTS OF HOLDERS OF WARRANTS

      SECTION 3.01.  Enforcement of Rights..................................15

ARTICLE IV

      CERTAIN COVENANTS OF THE COMPANY

      SECTION 4.01.  Payment of Taxes.......................................16
      SECTION 4.02.  Rule 144A..............................................16
      SECTION 4.03.  Securities Act and Applicable State Securities Laws....16
      SECTION 4.04.  Resolution of Preemptive Rights, if Any................16


                                       -i-
<PAGE>

                                                                            Page
                                                                            ----

ARTICLE V

      ADJUSTMENTS

      SECTION 5.01.  Adjustment of Exercise Rate; Notices...................16
      SECTION 5.02.  Fractional Warrant Shares..............................25
      SECTION 5.03.  Exceptions to Antidilution Provisions..................25

ARTICLE VI

      CONCERNING THE WARRANT AGENT

      SECTION 6.01.  Warrant Agent..........................................26
      SECTION 6.02.  Conditions of Warrant Agent's Obligations..............26
      SECTION 6.03.  Resignation and Appointment of Successor...............30
      SECTION 6.04.  Covenant to Notify to The Depository Trust Company 
                      of Separability Date..................................32

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..............................................33
      SECTION 7.04.  Notices to Holders.....................................34
      SECTION 7.05.  Applicable Law.........................................34
      SECTION 7.06.  Persons Having Rights Under Agreement..................34
      SECTION 7.07.  Headings...............................................35
      SECTION 7.08.  Counterparts...........................................35
      SECTION 7.09.  Inspection of Agreement................................35
      SECTION 7.10.  Availability of Equitable Remedies.....................35
      SECTION 7.11.  Obtaining of Governmental Approvals....................35


                                      -ii-
<PAGE>

EXHIBIT A     -   Form of Warrant Certificate..............................A-1
EXHIBIT B     -   Form of Legend for Global Warrant........................B-1
EXHIBIT C     -   Certificate to Be Delivered upon Exchange or
                    Registration of Transfer of Warrants...................C-1


                                      -iii-
<PAGE>

                             INDEX OF DEFINED TERMS

Defined Term                                                              Page

Agreement....................................................................1
Business Day.....................................................12, A-8, A-15
Capital Stock...............................................................23
Cashless Exercise...........................................................12
Cashless Exercise Ratio.....................................................13
Common Stock.................................................................2
Definitive Warrants..........................................................2
Election to Exercise........................................................12
Exercise Date...............................................................13
Exercise Price..............................................................12
Exercise Rate...............................................................12
Expiration Date.............................................................11
Global Shares...............................................................14
Global Warrants..............................................................2
Indenture....................................................................1
Independent Financial Expert................................................24
Initial Purchasers...........................................................1
Merrill Lynch................................................................1
Notes........................................................................1
Officers' Certificate........................................................8
Private Placement Legend.....................................................9
Purchase Agreement...........................................................1
Related Parties.............................................................27
Requisite Warrant Holders...................................................33
Resale Restriction Termination Date..........................................5
Securities Act...............................................................4
Separability Date............................................................4
Separation  .................................................................4
Surviving Person............................................................20
Time of Determination............................................24, A-4, A-11
Trustee......................................................................1
Units........................................................................1
Warrant......................................................................1
Warrant Agent................................................................1
Warrant Agent Office........................................................11
Warrant Certificates.........................................................1
Warrant Exercise Office.....................................................11
Warrant Register.............................................................4
Warrant Registration Rights Agreement........................................1
Warrant Shares...............................................................2


                                      -iv-
<PAGE>

                                WARRANT AGREEMENT

            WARRANT AGREEMENT ("Agreement"), dated as of January 27, 1999 by and
between @ENTERTAINMENT, INC. (the "Company"), a Delaware corporation, and
Bankers Trust Company, as warrant agent (with any successor Warrant Agent, the
"Warrant Agent").

            WHEREAS, the Company has entered into a purchase agreement (the
"Purchase Agreement") dated January 22, 1999 with Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Deutsche Bank
Securities Inc. (together with Merrill Lynch, the "Initial Purchasers"),
severally, in which the Company has agreed to sell to the Initial Purchasers
256,800 units (the "Units"), each consisting of (i) $1,000 principal amount at
maturity 14 1/2% Senior Discount Notes due 2009 (the "Notes") of the Company to
be issued under an indenture dated as of January 27, 1999 (the "Indenture"),
between the Company and Bankers Trust Company, as trustee (in such capacity, the
"Trustee"), and (ii) four warrants (the "Warrants"), each initially entitling
the holder thereof to purchase 1.7656 shares of Common Stock (as defined herein)
of the Company, in amounts set forth opposite such Initial Purchaser's name on
Schedule A to the Purchase Agreement. The certificates evidencing the Warrants
are herein referred to collectively as the "Warrant Certificates"; and

            WHEREAS, the Notes and the Warrants comprising the Units shall not
be separately transferable until the Separability Date (as defined herein); and

            WHEREAS, the holders of the Warrants are entitled to the benefits of
a Warrant Registration Rights Agreement dated as of January 27, 1999 between the
Company and the Initial Purchasers (the "Warrant 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, canceled, 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. Warrants comprising part of the
Units shall be originally issued in connection with the issuance of the Units
and such Warrants shall not be separately transferable from the Notes until on
or after the Separability Date as provided in Section 1.05 hereof.

            Each Warrant Certificate shall evidence the number of Warrants
specified therein. Each Warrant evidenced by a Warrant Certificate shall, when
it becomes 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)
1.7656 fully paid and non-assessable Warrant Shares at an exercise price of
$9.125 per share. The number of shares of the Company's common stock, par value
$0.01 per share (the "Common Stock") issuable upon exercise of a Warrant is
subject to adjustment as provided herein and in the Warrant Certificate. The
shares of Common Stock issuable upon exercise of a Warrant are hereinafter
referred to as the "Warrant Shares" and, unless the context otherwise requires,
such term shall also include any other securities issuable and deliverable upon
exercise of a Warrant as provided in Article V, subject to adjustment as
provided herein and in the Warrant Certificate.

            SECTION 1.02. Form of Warrant Certificates. The Warrant Certificates
will initially be issued either in global form (the "Global Warrants") or in
registered form as Certificated Warrant Certificates (the "Certificated
Warrants"), in either case substantially in the form of Exhibit A attached
hereto. Any Global Warrants to be delivered pursuant to this Agreement shall
bear the legend set forth in Exhibit B attached hereto. The Global Warrants
shall represent such of the outstanding Warrants as shall be specified therein,
and each Global Warrant shall provide that it shall represent the aggregate
amount of outstanding Warrants from time to time endorsed thereon and that the
aggregate amount of outstanding Warrants represented thereby may from time to
time be reduced or increased, as appropriate. Any endorsement of a Global
Warrant to reflect the amount of any increase or decrease in the amount of
outstanding Warrants represented thereby shall be made by the Warrant Agent and
the Depositary (as defined below) in accordance with instructions given by the
holder thereof. The Depository Trust Company shall act as the "Depositary" with
respect to the Global Warrants until a successor shall be appointed by the
Company and the Warrant Agent. Upon written request, a holder of Warrants may
receive from the Warrant Agent or the Depositary Certificated Warrants as set
forth in Section 1.07 hereof.
<PAGE>
                                       3


            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, its chief executive officer, its chief
financial officer, or any vice president and by its treasurer, assistant
treasurer, secretary or assistant secretary. Such signatures may be the manual
or facsimile signatures of the present or any future such officers. The seal of
the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Warrant Certificates.
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 authenticated and delivered by the Warrant Agent
or disposed of by the Company, such Warrant Certificate nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Warrant Certificate had not ceased to be such officer of the Company. 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.

            SECTION 1.04. Authentication and Delivery. Subject to the
immediately following paragraph, Warrant Certificates shall be authenticated by
manual 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 1.06 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, its chief executive officer, its chief financial officer, or any
vice president and by its treasurer, assistant treasurer, secretary or assistant
secretary, and shall specify the amount of Warrants to be authenticated, whether
the Warrants are to be Global Warrants or Certificated Warrants, 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).
<PAGE>
                                       4


            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
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 hereto.

            SECTION 1.05. Separation of Warrants and Notes. The Notes and the
Warrants will not be separately transferable until the Separability Date.
"Separability Date" shall mean the earliest to occur of: (i) the Exercise Date
(as defined below), (ii) the date on which a registration statement with respect
to a registered exchange offer for the Notes is declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), (iii) the occurrence
of an Event of Default (as defined in the Indenture) or (iv) such earlier date
as determined by Merrill Lynch in its sole discretion and specified to the
Company and the Warrant Agent in writing. The separation of the Warrants and the
Notes is herein referred to as a "Separation."

            SECTION 1.06. 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 (which may be the
Company and which 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
<PAGE>
                                       5


be necessary to enable such repository to maintain the Warrant Register on as
current a basis as is practicable.

            SECTION 1.07. Registration of Transfers or Exchanges.

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

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

      (ii)  to exchange such Certificated Warrants for an equal number of
            Certificated 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
1.07 for such transactions are met; provided, however, that the Certificated
Warrants presented or surrendered by a holder for registration of transfer or
exchange:

      (x)   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; and

      (y)   in the case of Warrants the offer and sale of which have not been
            registered under the Securities Act and are presented for transfer
            or exchange prior to (X) the date which is two years (or such
            shorter period as may be prescribed by Rule 144(k) (or any successor
            provision thereto)) after the later of the date of original issuance
            of the Warrants and the last date on which the Company or any
            affiliate of the Company was the owner of such Warrants, or any
            predecessor thereto, and (Y) such later date, if any, as may be
            required by any subsequent change in applicable law (the "Resale
            Restriction Termination Date"), such Warrants shall be accompanied
            by the following additional information and documents, as
            applicable:

            (A)   if such Warrants are being delivered to the Warrant Agent by a
                  holder for registration in the name of such holder, without
                  transfer, a certification from such holder to that effect (in
                  substantially the form of Exhibit C hereto); or

            (B)   if such Warrants are being transferred to a qualified
                  institutional buyer as such term is defined in Rule 144A under
                  the Securities Act (a "QIB") in accordance with Rule 144A
                  under the Securities Act, a certification from
<PAGE>
                                       6


                  the transferor to that effect (in substantially the form of
                  Exhibit C hereto); or

            (C)   if such Warrants are being transferred in reliance on Rule 144
                  under the Securities Act, delivery by the transferor of (i) a
                  certification from the transferor to that effect (in
                  substantially the form of Exhibit C hereto), and (ii) an
                  opinion of counsel reasonably satisfactory to the Company to
                  the effect that such transfer is in compliance with the
                  Securities Act; or

            (D)   if such Warrants are being transferred in reliance on another
                  exemption from the registration requirements of the Securities
                  Act, a certification from the transferor to that effect (in
                  substantially the form of Exhibit C hereto) and an opinion of
                  counsel reasonably satisfactory to the Company to the effect
                  that such transfer is in compliance with the Securities Act;
                  provided that the Company may, based upon the views of its own
                  counsel, instruct the Warrant Agent not to register such
                  transfer in any case where the proposed transferee is not a
                  QIB.

            (b) Restrictions on Transfer of a Certificated Warrant for a
Beneficial Interest in a Global Warrant. A Certificated Warrant may not be
transferred by a holder for a beneficial interest in a Global Warrant except
upon satisfaction of the requirements set forth below. Upon receipt by the
Warrant Agent of a Certificated Warrant, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Warrant Agent,
together with:

            (A)   certification from such holder (in substantially the form of
                  Exhibit C hereto) that such Certificated Warrant is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act; and

            (B)   written instructions directing the Warrant Agent to make, or
                  to direct the Depositary to make, an endorsement on the Global
                  Warrant to reflect an increase in the aggregate amount of the
                  Warrants represented by the Global Warrant,

then the Warrant Agent shall cancel such Certificated Warrant and cause, or
direct the Depositary to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Warrant Agent, the number of
Warrant Shares represented by the Global Warrant to be increased accordingly. If
no Global Warrant is then outstanding, the Company shall issue, and the Warrant
Agent shall upon written instructions from the Company authenticate, a new
Global Warrant in the appropriate amount.
<PAGE>
                                       7


            (c) Transfer or Exchange of Global Warrants. The transfer or
exchange of Global Warrants or beneficial interests therein shall be effected
through the Depositary, in accordance with this Section 1.07, the Private
Placement Legend (as defined below), this Agreement (including those
restrictions on transfer set forth herein) and the procedures of the Depositary
therefor.

            (d) Transfer or Exchange of a Beneficial Interest in a Global
Warrant for a Certificated Warrant.

      (i)   Any person having a beneficial interest in a Global Warrant may
            transfer or exchange such beneficial interest for a Certificated
            Warrant upon receipt by the Warrant Agent of written instructions
            (or such other form of instructions as is customary for the
            Depositary) from the Depositary or its nominee on behalf of any
            person having a beneficial interest in a Global Warrant, including a
            written order containing registration instructions and, in the case
            of any such transfer or exchange prior to the Resale Restriction
            Termination Date, the following additional information and
            documents:

            (A)   if such beneficial interest is being transferred to the person
                  designated by the Depositary as being the beneficial owner, a
                  certification from such person to that effect (in
                  substantially the form of Exhibit C hereto); or

            (B)   if such beneficial interest is being transferred to a QIB in
                  accordance with Rule 144A under the Securities Act, a
                  certification from the transferor to that effect (in
                  substantially the form of Exhibit C hereto); or

            (C)   if such beneficial interest is being transferred in reliance
                  on Rule 144 under the Securities Act, delivery by the
                  transferor of (i) a certification to that effect (in
                  substantially the form of Exhibit C hereto) and (ii) an
                  opinion of counsel reasonably satisfactory to the Company to
                  the effect that such transfer is in compliance with the
                  Securities Act; or

            (D)   if such beneficial interest is being transferred in reliance
                  on another exemption from the registration requirements of the
                  Securities Act, a certification from the transferor to that
                  effect (in substantially the form of Exhibit C hereto) and an
                  opinion of counsel reasonably satisfactory to the Company to
                  the effect that such transfer is in compliance with the
                  Securities Act; provided that the Company may instruct the
                  Warrant Agent not to register such transfer in any case where
                  the proposed transferee is not a QIB;
<PAGE>
                                       8


            then, upon receipt of such written instructions and additional
            information and documents, the Warrant Agent will cause, in
            accordance with the standing instructions and procedures existing
            between the Depositary and the Warrant Agent, the aggregate amount
            of the Global Warrant to be reduced and, following such reduction,
            the Company will execute and, upon receipt of an authentication
            order in the form of an officers' certificate (a certificate signed
            by the chairman or a co-chairman of the board, the president, the
            chief executive officer, the chief financial officer, any executive
            vice president or any senior vice president of the Company signing
            alone, or by any vice president signing together with the secretary,
            any assistant secretary, the treasurer, or any assistant treasurer
            of the Company) (an "Officers' Certificate"), the Warrant Agent will
            authenticate and deliver to the transferee a Certificated Warrant.

      (ii)  Certificated Warrants issued in exchange for a beneficial interest
            in a Global Warrant pursuant to this Section 1.07(d) shall be
            registered in such names and in such authorized denominations as the
            Depositary, pursuant to instructions from its direct or indirect
            participants or otherwise, shall instruct the Warrant Agent in
            writing. The Warrant Agent shall deliver such Certificated Warrants
            to the persons in whose names such Warrants are so registered and
            adjust the Global Warrant pursuant to paragraph (h) of this Section
            1.07.

            (e) Restrictions on Transfer or Exchange of Global Warrants.
Notwithstanding any other provisions of this Agreement (other than the
provisions set forth in subsection (f) of this Section 1.07), a Global Warrant
may not be transferred or exchanged as a whole except by the Depositary to a
nominee of the Depositary; by a nominee of the Depositary to the Depositary or
another nominee of the Depositary; or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

            (f) Authentication of Certificated Warrants in Absence of
Depositary. If at any time:

      (i)   the Depositary for the Global Warrants notifies the Company that the
            Depositary is unwilling or unable to continue as Depositary for the
            Global Warrant and a successor Depositary for the Global Warrant is
            not appointed by the Company within 90 days after delivery of such
            notice; or

      (ii)  the Company, at its sole discretion, notifies the Warrant Agent in
            writing that it elects to cause the issuance of Certificated
            Warrants for all Global Warrants under this Agreement,
<PAGE>
                                       9


then the Company will execute, and the Warrant Agent will, upon receipt of an
Officers' Certificate requesting the authentication and delivery of Certificated
Warrants, authenticate and deliver Certificated Warrants, in an aggregate number
equal to the aggregate number of warrants represented by the Global Warrant, in
exchange for such Global Warrant.

            (g) Private Placement Legend. Upon the transfer or exchange 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 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) there is delivered to the Warrant Agent an opinion of
counsel reasonably satisfactory to the Company 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 (ii) there is
delivered to the Warrant Agent an Officers' Certificate stating that 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.

            (h) Cancellation or Adjustment of a Global Warrant. At such time as
all beneficial interests in a Global Warrant have either been exchanged for
Certificated Warrants, redeemed, repurchased or canceled, such Global Warrant
shall be returned to the Company or, upon written order to the Warrant Agent in
the form of an Officers' Certificate from the Company, retained and canceled by
the Warrant Agent. At any time prior to such cancellation, if any beneficial
interest in a Global Warrant is exchanged for Certificated Warrants, redeemed,
repurchased or canceled, the number of Warrants represented by such Global
Warrant shall be reduced and an endorsement shall be made on such Global Warrant
by the Warrant Agent to reflect such reduction.

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

      (i)   To permit registrations of transfers or exchanges completed in
            accordance with the provisions hereof, the Company shall execute, at
            the Warrant Agent's request, and the Warrant Agent shall
            authenticate, Certificated Warrants and Global Warrants.

      (ii)  All Certificated Warrants and Global Warrants issued upon any
            registration of transfer or exchange of Certificated Warrants or
            Global Warrants, as the case may be, completed in accordance with
            the provisions hereof, shall be the valid obligations of the
            Company, entitled to the same benefits under this Warrant
<PAGE>
                                       10


            Agreement as the Certificated Warrants or Global 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 1.08. 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 indemnity 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 an authorized signatory
of the Warrant Agent shall manually authenticate and 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. Prior to 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 may require the
payment from the holder of such Warrant Certificate of a sum sufficient to cover
any tax, stamp tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent and the Registrar or any agent thereof) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
1.08 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 1.08.
<PAGE>
                                       11


            SECTION 1.09. Offices for Exercise, etc. So long as any of the
Warrants remain outstanding, the Company will designate and maintain in the
Borough of Manhattan, The City of New York: (a) an office or agency where the
Warrant Certificates may be presented for exercise (each a "Warrant Exercise
Office"), (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;
provided, however, that an office or agency shall at all times be maintained in
the Borough of Manhattan, The City of New York, as provided in the first
sentence of this Section. In addition to such office or offices or agency or
agencies, the Company may from time to time designate and maintain one or more
additional offices or agencies within or outside The City of New York, 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 principal corporate trust office identified in Section
7.03 in the Borough of Manhattan, The City of New York (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 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 February 1, 2009. 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 as set forth in Section 2.02. The Company
will give notice of expiration to then registered holders of Warrants not less
than 90 nor more than 120 days prior to the Expiration Date. Failure to give
such notice however, will not prevent the Warrants from expiring and becoming
void on the Expiration Date.
<PAGE>
                                       12


            Any Warrant not exercised before 5:00 p.m., New York City time, 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 The City of
New York, (ii) the principal U.S. securities exchange or market, if any, on
which any Common Stock is listed or admitted to trading and (iii) the principal
U.S. securities exchange or market, if any, on which the Warrants are 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, each Warrant shall entitle the
registered holder thereof to purchase from the Company on any Business Day
during the period beginning on the Exercise Date and ending at 5:00 p.m., New
York City time, on the Expiration Date 1.7656 fully paid, registered and
non-assessable Warrant Shares (and any other securities purchasable or
deliverable upon exercise of such Warrant as provided in Article V), subject to
adjustment in accordance with Article V hereof, at the purchase price of $9.125
for each share purchased (the "Exercise Price"). The number and amount of
Warrant Shares issuable upon exercise of a Warrant (the "Exercise Rate") at the
Exercise Price shall be subject to adjustment from time to time as set forth in
Article V hereof.

            "Exercise Date" means the earlier of (i) the date that a shelf
registration statement relating to the Common Stock underlying the Warrants is
declared effective under the Securities Act or (ii) July 7, 1999.

            (b) Warrants may be exercised on or after the date they are
exercisable hereunder by (i) surrendering at any Warrant Exercise Office the
Warrant Certificate evidencing such Warrants with the form of election to
purchase Warrant 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.

            (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) in cash or by certified or official bank check, (ii) by a Cashless Exercise
(as defined below) or (iii) by any combination of (i) and (ii), to the office or
agency where the Warrant Certificate is being surrendered. For purposes of this
Agreement, a "Cashless Exercise" shall mean an exercise of a Warrant in
accordance with the immediately following two sentences. To effect a Cashless
Exercise, the holder may exercise a Warrant or Warrants without payment of the
Exercise Price in cash by surrendering such Warrant or Warrants (represented by
one or more Warrant Certificates) and,
<PAGE>
                                       13


in exchange therefor, receiving such number of shares of Common Stock equal to
the product of (1) that number of shares of Common Stock for which such Warrant
or Warrants are exercisable and which would be issuable in the event of an
exercise with payment in cash of the Exercise Price and (2) the Cashless
Exercise Ratio (as defined below). The "Cashless Exercise Ratio" shall equal a
fraction, the numerator of which is the excess of the Current Market Value
(calculated as set forth in this Agreement) per share of Common Stock on the
date of exercise over the Exercise Price per share of Common Stock as of the
date of exercise and the denominator of which is the Current Market Value per
share of Common Stock on the date of exercise. Upon surrender of a Warrant
Certificate representing more than one Warrant in connection with a holder's
option to elect a Cashless Exercise, such holder must specify the number of
Warrants for which such Warrant Certificate is to be exercised (without giving
effect to such Cashless Exercise). All provisions of this Agreement shall be
applicable with respect to a Cashless Exercise of a Warrant Certificate for less
than the full number of Warrants represented thereby. No payment or adjustment
shall be made on account of any distributions of dividends on the Common Stock
issuable upon exercise of a Warrant. If the Company has not effected the
registration under the Securities Act of the offer and sale of the Warrant
Shares by the Company to the holders of the Warrants on or prior to the
Effective Exercise Date (as defined below), the Company may elect to require
that the holders of the Warrants effect the exercise thereof 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.

            (d) Upon 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 "Effective 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 Effective 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 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 at or 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
<PAGE>
                                       14


been effected through a Cashless Exercise, cause an amount equal to the
aggregate Exercise Price to be paid to the Company by crediting such amount in
immediately available funds 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 Warrant 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 Warrant 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 the Warrant Certificate. Such certificate or
certificates evidencing the Warrant 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 holders of record of such Warrant Shares as of the close of business
on the Effective Exercise Date; the Warrant Shares may initially be issued in
global form (the "Global Shares"). Such Global Shares shall represent such of
the outstanding Warrant Shares as shall be specified therein and each Global
Share shall provide that it represents the aggregate amount of outstanding
Warrant Shares from time to time endorsed thereon and that the aggregate amount
of outstanding Warrant Shares represented thereby may from time to time be
reduced or increased, as appropriate. Any endorsement of a Global Share to
reflect any increase or decrease in the amount of outstanding Warrant Shares
represented thereby shall be made by the registrar for the Warrant Shares and
the Depositary (referred to below) in accordance with instructions given by the
holder thereof. The Depository Trust Company shall (if possible) act as the
Depositary with respect to the Global Shares until a successor shall be
appointed by the Company and the registrar for the Warrant Shares. After
exercise of any Warrant or Warrant Shares, 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 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
<PAGE>
                                       15


cancel all Warrant Certificates properly surrendered for exchange, substitution,
transfer or exercise. Upon the Company's written request, the Warrant Agent
shall deliver such canceled Warrant Certificates to the Company.

            SECTION 2.04. Notice of an Exercise Event. The Company shall, as
soon as practicable after the occurrence of an Exercise Event, send or cause to
be sent to each holder of Warrants and to each beneficial owner of the Warrants
with respect to which such Exercise Event has occurred to the extent that the
Warrants are held of record by a depositary or other agent (with a copy to the
Warrant Agent), by first-class mail, at the addresses appearing on the Warrant
Register, a notice prepared by the Company advising such holder of the Exercise
Event which has occurred, which notice shall describe the type of Exercise Event
and the date of the occurrence thereof, as applicable, and, in either case, the
date of expiration of the right to exercise the Warrants prominently set forth
in the face of such notice.

                                   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 Warrant Shares or the holder of
any other Warrant Certificate, may on 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 shareholders of the Company,
including, without limitation, the right to vote or to receive any dividends or
other payments or to consent or to exercise any preemptive rights 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.

            SECTION 3.02. Obtaining Stock Exchange Listings. The Company will
use its best efforts from time to time to list the Warrant Shares, immediately
upon their issuance upon the exercise of Warrants, on the Nasdaq National
Market.
<PAGE>
                                       16


                                   ARTICLE IV

                        CERTAIN COVENANTS OF THE COMPANY

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

            SECTION 4.02. Rule 144A. The Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules, regulations
and policies 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 and, if at any time prior to the Expiration Date the Company is not
required to file such reports, it will mail to each owner or beneficial owner of
Warrants upon request such information as is referred to in Rule 144A(d)(4)
under the Securities Act.

            SECTION 4.03. Securities Act and Applicable State Securities Laws.
The Company will also agree to comply with all applicable laws, including the
Securities Act and any applicable state securities laws, in connection with the
offer and sale of Common Stock (and other securities and property deliverable)
upon exercise of the Warrants.

            SECTION 4.04. Resolution of Preemptive Rights, if Any. The Warrant
Shares shall not be subject to, or enjoy the benefit of, any preemptive or
similar rights.

                                   ARTICLE V

                                  ADJUSTMENTS

      SECTION 5.01. Adjustment of Exercise Rate; Notices. The Exercise Rate is
subject to adjustment from time to time as provided in this Section 5.01.
<PAGE>
                                       17


            (a) Adjustment for Changes in Common Stock. In the event that at any
time on or after the Issue Date or from time to time the Company shall (i) pay a
dividend or make a distribution on its Common Stock payable in shares of its
Common Stock or other equity interests of the Company, (ii) subdivide any of its
outstanding shares of Common Stock into a larger number of shares of Common
Stock, (iii) combine any of its outstanding shares of Common Stock into a
smaller number of shares of Common Stock or (iv) increase or decrease the number
of shares of Common Stock outstanding by reclassification of its Common Stock,
then the number of shares of Common Stock issuable upon exercise of each Warrant
immediately after the happening of such event shall be adjusted to a number
determined by multiplying the number of shares of Common Stock that such holder
would have owned or have been entitled to receive upon exercise had such
Warrants been exercised immediately prior to the happening of the events
described above (or, in the case of a dividend or distribution of Common Stock
or other shares of Capital Stock, immediately prior to the record date therefor)
by a fraction, the numerator of which shall be the total number of shares of
Common Stock outstanding immediately after the happening of the events described
above and the denominator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the happening of the events described
above; and subject to Section 5.01(n), the Exercise Price for each Warrant shall
be adjusted to a number determined by dividing the Exercise Price immediately
prior to such event by the aforementioned fraction. An adjustment made pursuant
to this Section 5.01(a) shall become effective immediately after the effective
date of such event, retroactive to the record date therefor in the case of a
dividend or distribution in shares of Common Stock or other shares of the
Company's capital stock.

            (b) Adjustment for Cash Dividends and Other Distributions. In the
event that at any time or from time to time the Company shall distribute to all
holders of Common Stock (i) any dividend or other distribution of cash,
evidences of its indebtedness, shares of its capital stock or any other assets,
properties or debt securities or (ii) any options, warrants or other rights to
subscribe for or purchase any of the foregoing (other than, in each case, (x)
any distributions described in Sections 5.01(a), 5.01(c) or 5.01(d)that result
in an adjustment; and (z) any cash dividends or other cash distributions from
current or retained earnings), then the number of shares of Common Stock
issuable upon the exercise of each Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock issuable upon the
exercise of such Warrant immediately prior to the record date for any such
dividend or distribution by a fraction, the numerator of which shall be the
Current Market Value per share of Common Stock on the record date for such
dividend or distribution and the denominator of which shall be such Current
Market Value per share of Common Stock on the record date for such dividend or
distribution less the sum of (x) the amount of cash, if any, distributed per
share of Common Stock and (y) the fair value (as determined in good faith by the
Board, whose determination shall be evidenced by a board resolution filed with
the Warrant Agent, a copy of which will be sent to Holders upon request) of the
portion, if any, of the distribution applicable to one share of Common Stock
consisting of evidences of
<PAGE>
                                       18


indebtedness, shares of stock, securities, other assets or property, warrants,
options or subscription or purchase rights; and, subject to Sections 5.01(n) and
5.03, the Exercise Price shall be adjusted to a number determined by dividing
the Exercise Price immediately prior to such record date by the aforementioned
fraction. Such adjustments shall be made whenever any distribution is made and
shall become effective as of the date of distribution, retroactive to the record
date for any such distribution; provided, however, that the Company is not
required to make an adjustment pursuant to this Section 5.01(b) if at the time
of such distribution the Company makes the same distribution to Holders of
Warrants as it makes to holders of Common Stock pro rata based on the number of
shares of Common Stock for which such Warrants are exercisable (whether or not
currently exercisable). No adjustment shall be made pursuant to this Section
5.01(b) which shall have the effect of decreasing the number of shares of Common
Stock issuable upon exercise of each Warrant or increasing the Exercise Price.

            (c) Adjustment for Rights Issued to All Holders of Common Stock. In
the event that at any time or from time to time the Company shall issue to all
holders of Common Stock without any charge, rights, options or warrants
entitling the holders thereof to subscribe for additional shares of Common
Stock, or securities convertible into or exchangeable or exercisable for
additional shares of Common Stock, entitling such holders to subscribe for or
purchase shares of Common Stock at a price per share that is lower at the record
date for such issuance than the then Current Market Value per share of Common
Stock (other than issuances referred to in 5.01(a), 5.01(b) or 5.01(d)that
result in an adjustment), then the number of shares of Common Stock issuable
upon the exercise of each Warrant shall be increased to a number determined by
multiplying the number of shares of Common Stock theretofore issuable upon
exercise of each Warrant by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights, options, warrants or securities plus the number of additional shares of
Common Stock offered for subscription or purchase or into or for which such
securities that are issued are convertible, exchangeable or exercisable, and the
denominator of which shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights, options, warrants or securities plus the
total number of shares of Common Stock which the aggregate consideration
expected to be received by the Company (assuming the exercise or conversion of
all such rights, options, warrants or securities) would purchase at the then
Current Market Value per share of Common Stock. Subject to Section 5.01(n), in
the event of any such adjustment, the Exercise Price shall be adjusted to a
number determined by dividing the Exercise Price immediately prior to such date
of issuance by the aforementioned fraction. Such adjustment shall be made
immediately after such rights, options or warrants are issued and shall become
effective, retroactive to the record date for the determination of stockholders
entitled to receive such rights, options, warrants or securities. No adjustment
shall be made pursuant to this Section 5.01(c) which shall have the effect of
decreasing the number of shares of Common Stock purchasable upon exercise of
each Warrant or of increasing the Exercise Price.
<PAGE>
                                       19


            (d) Adjustment for Other Issuances of Common Stock or Rights. In the
event that at any time or from time to time the Company shall issue (i) shares
of Common Stock (subject to the provisions below), (ii) rights, options or
warrants entitling the holder thereof to subscribe for shares of Common Stock
(provided, however, that no adjustment shall be made upon the exercise of such
rights, options or warrants), or (iii) securities convertible into or
exchangeable or exercisable for Common Stock (provided, however, that no
adjustment shall be made upon the conversion, exchange or exercise of such
securities (other than issuances specified in (i), (ii) or (iii) which are made
as the result of anti-dilution adjustments in such securities)), at a price per
share at the record date of such issuance that is less than the then Current
Market Value per share of Common Stock, then the number of shares of Common
Stock issuable upon the exercise of each Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock (other than
issuances as referred to in Sections 5.01(a), 5.01(b) or 5.01(d)that result in
an adjustment), theretofore issuable upon exercise of each Warrant by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such sale or issuance plus the number of
additional shares of Common Stock offered for subscription or purchase or into
or for which such securities that are issued are convertible, exchangeable or
exercisable, and the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to such sale or issuance plus the
total number of shares of Common Stock which the aggregate consideration
expected to be received by the Company (assuming the exercise or conversion of
all such rights, options, warrants or securities, if any) would purchase at the
then Current Market Value per share of Common Stock, and subject to Sections
5.01(n) and 5.03 the Exercise Price shall be adjusted to a number determined by
dividing the Exercise Price immediately prior to such date of issuance by the
aforementioned fraction. Such adjustments shall be made whenever such rights,
options or warrants or convertible securities are issued. No adjustment shall be
made pursuant to this Section 5.01(d) which shall have the effect of decreasing
the number of shares of Common Stock issuable upon exercise of each warrant or
of increasing the Exercise Price. For purposes of this Section 5.01(d) only, any
issuance of Common Stock, or rights, options or warrants to subscribe for, or
other securities convertible into or exercisable or exchangeable for, Common
Stock, which issuance (or agreement to issue) (A) is in exchange for or
otherwise in connection with the acquisition of the property (excluding any such
exchange exclusively for cash) of any Person and (B) is at a price per share
equal to the Current Market Value at the time of signing a definitive agreement,
shall be deemed to have been made at a price per share equal to the Current
Market Value per share at the record date with respect to such issuance (the
time of closing or consummation of such exchange or acquisition) if such
definitive agreement is entered into within 90 days of the date of such
agreement in principle.

            (e) Notice of Adjustment. Whenever the Exercise Price or the number
of shares of Common Stock and other property, if any, issuable upon exercise of
the Warrants is adjusted, as herein provided, the Company shall deliver to the
Warrant Agent a certificate of a
<PAGE>
                                       20


firm of independent accountants selected by the Board (who may be the regular
accountants employed by the Company) setting forth, in reasonable detail, the
event requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which (i) the Board
determined the fair value of any evidences of indebtedness, other securities or
property or warrants, options or other subscription or purchase rights and (ii)
the Current Market Value of the Common Stock was determined, if either of such
determinations were required), and specifying the Exercise Price and the number
of shares of Common Stock issuable upon exercise of Warrants after giving effect
to such adjustment. The Company shall, by Company Order, promptly cause the
Warrant Agent to mail a copy of such certificate to each Holder in accordance
with Section 5.01(l). The Warrant Agent shall be entitled to rely on such
certificate and shall be under no duty or responsibility with respect to any
such certificate, except to exhibit the same from time to time, to any Holder
desiring an inspection thereof during reasonable business hours. The Warrant
Agent shall not at any time be under any duty or responsibility to any Holder to
determine whether any facts exist which may require any adjustment of the
Exercise Price or the number of shares of Common Stock or other stock issuable
on exercise of the Warrants, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed in making such
adjustment or the validity or value of any shares of Common Stock, evidences of
indebtedness, warrants, options, or other securities or property.

            (f) Reorganization of Company; Special Distributions. (i) If the
Company, in a single transaction or through a series of related transactions,
consolidates with or merges with or into any other person or sells, assigns,
transfers, leases, conveys or 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 (a) 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 (whether or not
the Warrants were then exercisable and without giving effect to the Cashless
Exercise option); it being understood that the Warrants will remain exercisable
only in accordance with their terms so that conditions to exercise will remain
applicable, such as payment of Exercise Price, assuming (to the extent
applicable) that such holder (i) was not a constituent person or an affiliate of
a constituent person to such transactions, (ii) made no election with respect to
the form of consideration payable in such transaction, and (iii) was treated
alike with the plurality of non-electing holders, and (b) that the Surviving
Person shall succeed to and be substituted to every right and obligation of the
Company in respect of this Agreement and the Warrants. The supplemental
<PAGE>
                                       21


warrant agreement shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
V. The Surviving Person shall mail to holders of Warrants at the addresses
appearing on the Warrant Register a notice briefly describing the supplemental
warrant agreement. If the issuer of securities deliverable upon exercise of
Warrants is an affiliate of the Surviving Person, that issuer shall join in the
supplemental warrant agreement.

            (ii) Notwithstanding the foregoing, (a) 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 Common Stock (or
other securities) issuable or, deliverable upon exercise of the Warrants in
connection with such Fundamental Transaction which consists solely of cash or
(b) if there is a dissolution, liquidation or winding up of the Company, 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 aggregate Exercise Price therefor.
Upon receipt of such payment, if any, the rights of a holder of such Warrant
shall terminate and cease and such holder's Warrants shall expire.

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

            (g) Company Determination Final. Any determination that the Company
or the board of directors of the Company must make pursuant to this Article V
shall be conclusive.

            (h) Warrant Agent's Adjustment Disclaimer. The Warrant Agent shall
have no duty to determine when an adjustment under this Article V should be
made, how it should be made or what it should be. The Warrant Agent shall have
no duty to determine whether a supplemental warrant agreement under paragraph
(f) 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 Article V.

            (i) Underlying Warrant 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
Warrant 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.
<PAGE>
                                       22


            (j) Specificity of Adjustment. Regardless of any adjustment 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 Warrant Shares per Warrant as are stated on the Warrant
Certificates initially issuable pursuant to this Agreement.

            (k) Notice of Voluntary Adjustment. In the event that the Company
shall propose to (a) pay any dividend payable in securities of any class to the
holders of its Common Stock or to make any other non-cash dividend or
distribution to the holders of its Common Stock, (b) offer the holders of its
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (c) issue any (i) shares of Common Stock, (ii)
rights, options or warrants entitling the holders thereof to subscribe for
shares of Common Stock, or (iii) securities convertible into or exchangeable or
exercisable for Common Stock (in the case of (i), (ii) and (iii), only if such
issuance or adjustment would result in an adjustment hereunder), (d) effect any
capital reorganization, reclassification, consolidation or merger, (e) effect
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company or (f) make a tender offer or exchange offer with respect to the Common
Stock, the Company shall within five (5) days send the Holder and the Warrant
Agent a notice of such proposed action or offer. Such notice shall be mailed by
the Company to the Holders at their addresses as they appear in the Certificate
Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the
Common Stock and on the number and kind of any other shares of stock and on
other property, if any, and the number of shares of Common Stock and other
securities, if any, issuable upon exercise of each Warrant and the Exercise
Price after giving effect to any adjustment pursuant to Article 5 which will be
required as a result of such action. Such notice shall be given by the Company
as promptly as possible and (x) in the case of any action covered by clause (a)
or (b) above, at least 10 days prior to the record date for determining holders
of the Common Stock for purposes of such action or (y) in the case of any other
such action, at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock,
whichever shall be the earlier.

            (l) Multiple Adjustments. After an adjustment to the Exercise Rate
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
for outstanding Warrants as so adjusted.
<PAGE>
                                       23


            (m) Definitions.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, partnership interests, participations, rights in or other
equivalents (however designated and whether voting or non-voting) of, such
person's capital stock, and any rights (other than debt securities convertible
into capital stock), warrants or options exchangeable for or convertible into
such capital stock whether outstanding on the Issue Date (as defined below) or
issued after the Issue Date.

            "Current Market Value" per share of Common Stock of the Company or
any other security at any date shall mean (i) if the security is not registered
under the Exchange Act, (a) the value of the security, determined in good faith
by the board of directors of the Company and certified in a board resolution,
based on the most recently completed arm's-length transaction between the
Company and a person other than an affiliate of the Company and the closing of
which occurs on such date or shall have occurred within the six-month period
preceding such date, or (b) if no such transaction shall have occurred on such
date or within such six-month period, the fair market value of the security as
determined by a nationally or regionally recognized Independent Financial Expert
(as defined herein) (provided that in the case of the calculation of Current
Market Value for determining the cash value of fractional shares, any such
determination within six months that is, in the good faith judgment of the
Board, a reasonable determination of value, may be utilized) 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 before such date, then
the average of the daily closing sales prices for all of the trading days before
such date for which closing sales prices are available, in the case of each of
(ii)(a) and (ii)(b), as certified by the president, the chief executive officer,
any vice president or the chief financial officer of the Company in a writing
delivered to the Warrant Agent. 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
U.S. 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 U.S. 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 U.S.
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, The 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
<PAGE>
                                       24


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 as if the securities were not registered under the Exchange Act.

            "Independent Financial Expert" means a U.S. investment banking firm
of national standing in the United States (i) which 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) which, 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.

            "Issue Date" means the date of the Warrant Agreement.

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

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

            (o) Adjustment of Exercise Price. In addition, notwithstanding any
other provisions of this Article V, the Company may reduce the Exercise Price
(to an amount not less than the par value of the Common Stock) for a period of
time not less then 20 business days as deemed appropriate and determined in good
faith by the Board.
<PAGE>
                                       25


            SECTION 5.02. Fractional Warrant Shares. The Company shall not be
required to issue fractional Warrant Shares upon exercise of the Warrants or
distribute Warrant Certificates that evidence fractional Warrant Shares. In
addition, in no event shall any holder of Warrants be required to make any
payment of a fractional cent. In lieu of fractional Warrant Shares, there shall
be paid 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 Warrant Share on the Business
Day preceding the date the Warrant Certificates evidencing such Warrants are
surrendered for exercise. Such payments shall 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 Warrant 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.

            SECTION 5.03. Exceptions to Antidilution Provisions. Without
limiting any other exception contained in this Article V, and in addition
thereto, no adjustment need be made for:

            (i) grants or exercises of rights granted to employees of the
      Company or any of its subsidiaries of shares of Common Stock issued or
      granted to such employees under any stock incentive plan or otherwise,
      whether or not upon the exercise, exchange or conversion of any such
      rights, issued in good faith and, except for Section 5.01(c) and (d), at
      fair market value (as determined in good faith by the Board of Directors
      of the Company);

            (ii) grants or exercises of rights granted to employees of the
      Company or any of its subsidiaries of shares of Common Stock issued or
      granted to such employees under any employee stock purchase plan or
      otherwise, whether or not upon the exercise, exchange or conversion of any
      such rights, issued in good faith (as determined in good faith by the
      Board of Directors of the Company);

            (iii) options, warrants or other agreements or rights to purchase
      capital stock of the Company entered into prior to the date of the
      issuance of the Warrants and any issuance of shares of Common Stock in
      connection therewith;

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

            (v) a change in the par value of shares of Common Stock (including a
      change from par value to no par value or vice versa); and
<PAGE>
                                       26


            (vi) bona fide public offerings or private placements pursuant to
      Section 4(2) of the Securities Act, Rule 144A, Regulation D or Regulation
      S thereunder of any security trading on any national securities exchange
      or in the over the counter market, or of a security directly or indirectly
      convertible or exchangeable for any such security, involving at least one
      investment bank of national reputation.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

            SECTION 6.01. Warrant Agent. The Company hereby appoints Bankers
Trust Company as Warrant Agent of the Company in respect of the Warrants and the
Warrant Certificates upon the terms and subject to the conditions set forth
herein and in the Warrant Certificates; and Bankers Trust Company hereby accepts
such appointment. The Warrant Agent shall have the powers and authority
specifically granted to and conferred upon it in the Warrant Certificates 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. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof. The Warrant Agent may act through agents and
shall not be responsible for the misconduct or negligence of any such agent
appointed with due care.

            SECTION 6.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof and in the Warrant Certificates, 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 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
<PAGE>
                                       27


      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 and in connection with the
      Warrant Certificates, 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.

            (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 if it were not the
      Warrant Agent hereunder and, to the extent permitted by applicable law
      including, but not limited to, the Trust Indenture Act of 1939, it or they
      may engage or be interested in any financial or other transaction with the
      Company and may act on, or as depositary, 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
<PAGE>
                                       28


      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 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 and may conclusively rely on:

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

                  (2) 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
            upon by counsel.

            Each Officers' 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
<PAGE>
                                       29


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

            (j) The Warrant Agent shall be obligated to perform such duties as
      are specifically set forth herein and in the Warrant Certificates, 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 duly 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 the chairman or a co-chairman of the board, the
      chief executive officer, the president, the chief financial officer, any
      executive vice president or any senior vice president of the Company
      signing alone, or by any vice president signing together with the
      secretary, any assistant secretary, the treasurer, or any assistant
      treasurer of the Company.

            (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 or a co-chairman of the board, the
      president, the chief executive officer, the chief financial officer, any
      executive vice president or any senior vice president alone, or any vice
      president together with the secretary, assistant secretary, the treasurer
      or any assistant treasurer, 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
<PAGE>
                                       30


      officers or officials for advice or instructions in 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. Such 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 with respect to its duties or obligations
      under this Agreement and the date on or after which such action shall be
      taken and the Warrant Agent shall not be liable for any action taken or
      omitted in accordance with a proposal included in any such application on
      or after the date specified therein (which date shall be not less than 10
      Business Days after the Company receives such application unless the
      Company consents to a shorter period); provided that (i) such application
      includes a statement to the effect that it is being made pursuant to this
      paragraph (n) and that unless objected to prior to such date specified in
      the application, the Warrant Agent will not be liable for any such action
      or omission to the extent set forth in such paragraph (n) and (ii) prior
      to taking or omitting any such action, the Warrant Agent has not received
      written instructions objecting to such proposed action or omission.

            (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 chief executive officer, 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.

            SECTION 6.03. Resignation 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
<PAGE>
                                       31


60 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) 60 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 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 7.04
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 $50
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
<PAGE>
                                       32


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
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.

            SECTION 6.04. Covenant to Notify to The Depository Trust Company of
Separability Date. The Warrant Agent undertakes that it shall, ten days prior to
the Separability Date, execute and deliver a notice of the Separability Date to
The Depository Trust Company, Attention: Manager, Conversions, in the
Reorganization Department.

                                   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 certain circumstances or in any other manner which the Company may deem
necessary or desirable and which shall not materially 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
<PAGE>
                                       33


outstanding Warrants. "Requisite Warrant Holders" means (i) in the case of any
amendment, modification, supplement or waiver affecting only Warrant Holders as
such holders of a majority in number of the outstanding Warrants, voting
separately as a class, or (ii) in the case of any amendment, modification,
supplement or waiver affecting Warrant Shares, a majority in number of Warrant
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 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 deemed to
have been given when sent 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:

            @Entertainment, Inc.
            One Commercial Plaza
            Hartford, Connecticut 06103-3585
            Facsimile: 00 1 860 549 1674
            Attention: Robert E. Fowler, III
<PAGE>
                                       34


      with copies to:

            Baker & McKenzie
            815 Connecticut Avenue, N.W.
            Washington, D.C. 20006-4078
            Facsimile: (202) 452-7074
            Attention: Marc R. Paul, Esq.

      To the Warrant Agent:

            Bankers Trust Company
            Corporate Trust Office
            Four Albany Street
            New York, New York 10006
            Facsimile: (212) 250-0933
            Attention: Corporate Trust Manager

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

            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 to the address of such holder.

            SECTION 7.05. Applicable Law. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

            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, 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 and, with respect to Sections 4.03 and 4.04,
the holders of Warrant Shares issued pursuant to Warrants, any right, remedy or
claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants (except for Section
4.03 which shall be for the benefit of all holders of Warrant Shares issued
pursuant to Warrants), 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.
<PAGE>
                                       35


            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. Inspection of Agreement. A copy of this Agreement
shall be available during regular business hours at the principal corporate
trust office of the Warrant Agent, for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.

            SECTION 7.10. 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 7.11. 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 and securities acts filings
under U.S. federal and state laws, and the rules and regulations of all stock
exchanges on which the Warrant Shares may become listed which may be or become
requisite in connection with the issuance, sale, transfer and delivery of the
Warrant Shares issued upon exercise of the Warrants.

                            [Signature Page Follows]
<PAGE>
                                       36


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

                                    @ENTERTAINMENT, INC.


                                    By:   /S/ ROBERT E. FOWLER, III
                                          --------------------------------------
                                          Title: CHIEF EXECUTIVE OFFICER


                                    By:   /S/ DONALD MILLER JONES
                                          --------------------------------------
                                          Title: CHIEF FINANCIAL OFFICER

                                    BANKERS TRUST COMPANY,
                                       Warrant Agent


                                    By:   /S/ DOROTHY ROBINSON
                                          --------------------------------------
                                          Title: ASSISTANT VICE PRESIDENT
<PAGE>

                                    EXHIBIT A

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
YEARS (OR SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K) (OR ANY SUCCESSOR
PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
OR ANY PREDECESSOR OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ITS
SUBSIDIARY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THESE SECURITIES
WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE WARRANT AGENT. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                                      A-1
<PAGE>

                                                       CUSIP No. 045920 139
                                                         ISIN No. US 045920 1390

No. 1                                                           800,000 Warrants

                               WARRANT CERTIFICATE

                              @ENTERTAINMENT, INC.

            This Warrant Certificate certifies that Cede & Co., or its
registered assigns, is the registered holder of 800,000 Warrants (the
"Warrants") to purchase an aggregate of 1,412,512 shares of Common Stock, par
value $0.01 per share, issuable upon exercise of the Warrants (the "Warrant
Shares") of @ENTERTAINMENT, 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 Exercise Date until 5:00 p.m., New York City time, on February 1, 2009
(the "Expiration Date"), 1.7656 fully paid, registered and non-assessable
Warrant Shares, subject to adjustment as provided in Article V of the Warrant
Agreement, at an exercise price of $9.125 for each share purchased (the
"Exercise Price"); upon surrender of this Warrant Certificate and payment of the
Exercise Price (i) in cash or by certified or official bank check, (ii) by a
Cashless Exercise or (iii) by any combination of (i) and (ii), at any office or
agency maintained for that purpose by the Company (the "Warrant Exercise
Office"), subject to the conditions set forth herein and in the Warrant
Agreement. For purposes of this Warrant, a "Cashless Exercise" shall mean an
exercise of a Warrant in accordance with the immediately following two
sentences. To effect a Cashless Exercise, the holder may exercise a Warrant or
Warrants without payment of the Exercise Price in cash by surrendering such
Warrant or Warrants (represented by one or more Warrant Certificates) and in
exchange therefor, receiving such number of shares of Common Stock equal to the
product of (1) that number of shares of Common Stock for which such Warrant or
Warrants are exercisable and which would be issuable in the event of an exercise
with payment of the Exercise Price and (2) the Cashless Exercise Ratio. The
"Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the
excess of the Current Market Value (calculated as set forth in this Warrant) per
share of Common Stock on the date of exercise over the Exercise Price per share
of Common Stock as of the date of exercise and the denominator of which is the
Current Market Value per share of Common Stock on the date of 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 holder
must specify the number of Warrants for which such Warrant Certificate is to be
exercised (without giving effect to the Cashless Exercise). All provisions of
the Warrant Agreement shall be applicable with respect to a Cashless Exercise of
a Warrant Certificate 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


                                      A-2
<PAGE>

Agreement. Holders of Warrants, however, will be able to exercise their Warrants
only if the Warrant Shelf Registration Statement relating to the Common Stock
underlying the Warrants is effective or the exercise of such Warrants is exempt
from the registration requirements of the Securities Act, and such securities
are qualified for sale or exempt from qualification under the applicable
securities laws of the states or other jurisdictions in which such holders
reside. The Warrants may also be exercised pursuant to an effective Piggy-Back
Registration Statement (as defined in the Warrant Agreement).

            "Current Market Value" per share of Common Stock of the Company or
any other security at any date shall mean (i) if the security is not registered
under the Exchange Act, (a) the value of the security, determined in good faith
by the board of directors of the Company and certified in a board resolution,
based on the most recently completed arm's-length transaction between the
Company and a person other than an affiliate of the Company and the closing of
which occurs on such date or shall have occurred within the six-month period
preceding such date, or (b) if no such transaction shall have occurred on such
date or within such six-month period, the fair market value of the security as
determined by a nationally or regionally recognized Independent Financial Expert
(as defined herein) (provided that in the case of the calculation of Current
Market Value for determining the cash value of fractional shares, any such
determination within six months that is, in the good faith judgment of the
Board, a reasonable determination of value, may be utilized) 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 before such date, then
the average of the daily closing sales prices for all of the trading days before
such date for which closing sales prices are available, in the case of each of
(ii)(a) and (ii)(b), as certified by the president, the chief executive officer,
any vice president or the chief financial officer of the Company in a writing
delivered to the Warrant Agent. 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
U.S. 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 U.S. 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 U.S.
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, The 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


                                      A-3
<PAGE>

Current Market Value shall be determined as if the securities were not
registered under the Exchange Act.

            "Independent Financial Expert" means a U.S. investment banking firm
of national standing in the United States, (i) which 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) which, 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.

            "Separability Date" shall mean the earliest to occur of: (i) the
Exercise Date, (ii) the date on which a registration statement, with respect to
a registered exchange offer for the Notes is declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), (iii) the occurrence
of an Event of Default (as defined in the Indenture) or (iv) such earlier date
as determined by Merrill Lynch in its sole discretion and specified to the
Company and the Warrant Agent in writing. Notwithstanding the foregoing, in the
event a Change of Control (as defined in the Indenture) is proposed and the
Company commences a Change of Control Offer (as defined in the Indenture) prior
to the Separability Date, as determined by the preceding sentence, the
Separability Date shall be such earlier date of commencement.

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

            The Company has initially designated the principal corporate trust
office of the Warrant Agent in the Borough of Manhattan, The City of New York,
as the initial Warrant Agent Office. The number of shares of Common Stock
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 February 1, 2009 shall thereafter be void.

            If the Company in a single transaction or through a series of
related transactions, consolidates with or merges with or into any other person
or sells, assigns, transfers, leases, conveys or 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 (a) that the holder of a Warrant


                                      A-4
<PAGE>

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 (regardless of whether the Warrants
were then exercisable and without giving effect to the Cashless Exercise
option), assuming (to the extent applicable) that such holder (i) made no
election with respect to the form of consideration payable in such transaction
and (ii) was treated alike with the plurality of non-electing holders, and (b)
that the Surviving Person shall succeed to and be substituted for every right
and obligation of the Company in respect of the Warrant Agreement and the
Warrants. The Surviving Person shall mail to holders of Warrants at the
addresses appearing on the Warrant Register a notice briefly describing the
supplemental warrant agreement. If the issuer of securities deliverable upon
exercising of Warrants is an affiliate of the Surviving Person, that company
shall join in the supplemental warrant agreement.

            Notwithstanding the foregoing, (i) if the Company enters into a
Fundamental Transaction and the consideration payable to holders of the Common
Stock (or other securities) issuable or deliverable upon exercise of the
Warrants in connection with such Fundamental Transaction consists solely of cash
or (ii) there is a dissolution, liquidation or winding up of the Company, then
the holders of Warrants shall be entitled to receive distributions on the date
of such event on an equal basis with holders of Common Stock (or other
securities issuable or delivered 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
a Warrant shall terminate and cease and such holder's Warrants shall expire.

            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.

            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 GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      A-5
<PAGE>

Dated: January 27, 1999

                                    @ENTERTAINMENT, INC.

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


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

Attest:


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

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

BANKERS TRUST COMPANY,
    Warrant Agent

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


                                      A-6
<PAGE>

                              @ENTERTAINMENT, 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
February 1, 2009 (the "Expiration Date"). Each Warrant represents the right to
purchase at any time on or after the Exercise Date (as defined in the Warrant
Agreement) and on or prior to the Expiration Date 1.7656 Warrant Shares, subject
to adjustment as set forth in the Warrant Agreement. The Warrants are issued
pursuant to a Warrant Agreement dated as of January 27, 1999 (the "Warrant
Agreement"), duly executed and delivered by the Company to Bankers Trust
Company, 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
Exercise 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, in
cash or by certified or official bank check, 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 last sentence of 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 last sentence of 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
February 1, 2009, if all of the items referred to in the last sentence of 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.

            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 such Warrant Share or Warrant 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 Warrant Share or Warrant 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


                                      A-7
<PAGE>

such Warrant Share or Warrant 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 shall not be required to issue fractional Warrant Shares
upon exercise of the Warrants or distribute Warrant Certificates that evidence
fractional Warrant Shares. In lieu of fractional Warrant Shares, there shall be
paid 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
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 The
City of New York, (ii) the principal U.S. securities exchange or market, if any,
on which any Common Stock is listed or admitted to trading and (iii) the
principal U.S. securities exchange or market, if any, on which the Warrants are
listed or admitted to trading, are open for business.


                                      A-8
<PAGE>

                                                      CUSIP No. 045920 139
                                                      ISIN No. US 045920 1390

No. 2                                                 227,200 Warrants

                               WARRANT CERTIFICATE

                              @ENTERTAINMENT, INC.

            This Warrant Certificate certifies that Cede & Co., or its
registered assigns, is the registered holder of 227,200 Warrants (the
"Warrants") to purchase an aggregate of 401,153 shares of Common Stock, par
value $0.01 per share, issuable upon exercise of the Warrants (the "Warrant
Shares") of @ENTERTAINMENT, 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 Exercise Date until 5:00 p.m., New York City time, on February 1, 2009
(the "Expiration Date"), 1.7656 fully paid, registered and non-assessable
Warrant Shares, subject to adjustment as provided in Article V of the Warrant
Agreement, at an exercise price of $9.125 for each share purchased (the
"Exercise Price"); upon surrender of this Warrant Certificate and payment of the
Exercise Price (i) in cash or by certified or official bank check, (ii) by a
Cashless Exercise or (iii) by any combination of (i) and (ii), at any office or
agency maintained for that purpose by the Company (the "Warrant Exercise
Office"), subject to the conditions set forth herein and in the Warrant
Agreement. For purposes of this Warrant, a "Cashless Exercise" shall mean an
exercise of a Warrant in accordance with the immediately following two
sentences. To effect a Cashless Exercise, the holder may exercise a Warrant or
Warrants without payment of the Exercise Price in cash by surrendering such
Warrant or Warrants (represented by one or more Warrant Certificates) and in
exchange therefor, receiving such number of shares of Common Stock equal to the
product of (1) that number of shares of Common Stock for which such Warrant or
Warrants are exercisable and which would be issuable in the event of an exercise
with payment of the Exercise Price and (2) the Cashless Exercise Ratio. The
"Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the
excess of the Current Market Value (calculated as set forth in this Warrant) per
share of Common Stock on the date of exercise over the Exercise Price per share
of Common Stock as of the date of exercise and the denominator of which is the
Current Market Value per share of Common Stock on the date of 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 holder
must specify the number of Warrants for which such Warrant Certificate is to be
exercised (without giving effect to the Cashless Exercise). All provisions of
the Warrant Agreement shall be applicable with respect to a Cashless Exercise of
a Warrant Certificate 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


                                      A-9
<PAGE>

Agreement. Holders of Warrants, however, will be able to exercise their Warrants
only if the Warrant Shelf Registration Statement relating to the Common Stock
underlying the Warrants is effective or the exercise of such Warrants is exempt
from the registration requirements of the Securities Act, and such securities
are qualified for sale or exempt from qualification under the applicable
securities laws of the states or other jurisdictions in which such holders
reside. The Warrants may also be exercised pursuant to an effective Piggy-Back
Registration Statement (as defined in the Warrant Agreement).

            "Current Market Value" per share of Common Stock of the Company or
any other security at any date shall mean (i) if the security is not registered
under the Exchange Act, (a) the value of the security, determined in good faith
by the board of directors of the Company and certified in a board resolution,
based on the most recently completed arm's-length transaction between the
Company and a person other than an affiliate of the Company and the closing of
which occurs on such date or shall have occurred within the six-month period
preceding such date, or (b) if no such transaction shall have occurred on such
date or within such six-month period, the fair market value of the security as
determined by a nationally or regionally recognized Independent Financial Expert
(as defined herein) (provided that in the case of the calculation of Current
Market Value for determining the cash value of fractional shares, any such
determination within six months that is, in the good faith judgment of the
Board, a reasonable determination of value, may be utilized) 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 before such date, then
the average of the daily closing sales prices for all of the trading days before
such date for which closing sales prices are available, in the case of each of
(ii)(a) and (ii)(b), as certified by the president, the chief executive officer,
any vice president or the chief financial officer of the Company in a writing
delivered to the Warrant Agent. 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
U.S. 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 U.S. 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 U.S.
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, The 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


                                      A-10
<PAGE>

Current Market Value shall be determined as if the securities were not
registered under the Exchange Act.

            "Independent Financial Expert" means a U.S. investment banking firm
of national standing in the United States, (i) which 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) which, 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.

            "Separability Date" shall mean the earliest to occur of: (i) the
Exercise Date, (ii) the date on which a registration statement, with respect to
a registered exchange offer for the Notes is declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), (iii) the occurrence
of an Event of Default (as defined in the Indenture) or (iv) such earlier date
as determined by Merrill Lynch in its sole discretion and specified to the
Company and the Warrant Agent in writing. Notwithstanding the foregoing, in the
event a Change of Control (as defined in the Indenture) is proposed and the
Company commences a Change of Control Offer (as defined in the Indenture) prior
to the Separability Date, as determined by the preceding sentence, the
Separability Date shall be such earlier date of commencement.

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

            The Company has initially designated the principal corporate trust
office of the Warrant Agent in the Borough of Manhattan, The City of New York,
as the initial Warrant Agent Office. The number of shares of Common Stock
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 February 1, 2009 shall thereafter be void.

            If the Company in a single transaction or through a series of
related transactions, consolidates with or merges with or into any other person
or sells, assigns, transfers, leases, conveys or 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 (a) that the holder of a Warrant


                                      A-11
<PAGE>

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 (regardless of whether the Warrants
were then exercisable and without giving effect to the Cashless Exercise
option), assuming (to the extent applicable) that such holder (i) made no
election with respect to the form of consideration payable in such transaction
and (ii) was treated alike with the plurality of non-electing holders, and (b)
that the Surviving Person shall succeed to and be substituted for every right
and obligation of the Company in respect of the Warrant Agreement and the
Warrants. The Surviving Person shall mail to holders of Warrants at the
addresses appearing on the Warrant Register a notice briefly describing the
supplemental warrant agreement. If the issuer of securities deliverable upon
exercising of Warrants is an affiliate of the Surviving Person, that company
shall join in the supplemental warrant agreement.

            Notwithstanding the foregoing, (i) if the Company enters into a
Fundamental Transaction and the consideration payable to holders of the Common
Stock (or other securities) issuable or deliverable upon exercise of the
Warrants in connection with such Fundamental Transaction consists solely of cash
or (ii) there is a dissolution, liquidation or winding up of the Company, then
the holders of Warrants shall be entitled to receive distributions on the date
of such event on an equal basis with holders of Common Stock (or other
securities issuable or delivered 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
a Warrant shall terminate and cease and such holder's Warrants shall expire.

            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.

            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 GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      A-12
<PAGE>

Dated: January 27, 1999

                                    @ENTERTAINMENT, INC.

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


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

Attest:


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

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

BANKERS TRUST COMPANY,
    Warrant Agent

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


                                      A-13
<PAGE>

                              @ENTERTAINMENT, 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
February 1, 2009 (the "Expiration Date"). Each Warrant represents the right to
purchase at any time on or after the Exercise Date (as defined in the Warrant
Agreement) and on or prior to the Expiration Date 1.7656 Warrant Shares, subject
to adjustment as set forth in the Warrant Agreement. The Warrants are issued
pursuant to a Warrant Agreement dated as of January 27, 1999 (the "Warrant
Agreement"), duly executed and delivered by the Company to Bankers Trust
Company, 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
Exercise 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, in
cash or by certified or official bank check, 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 last sentence of 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 last sentence of 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
February 1, 2009, if all of the items referred to in the last sentence of 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.

            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 such Warrant Share or Warrant 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 Warrant Share or Warrant 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


                                      A-14
<PAGE>

such Warrant Share or Warrant 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 shall not be required to issue fractional Warrant Shares
upon exercise of the Warrants or distribute Warrant Certificates that evidence
fractional Warrant Shares. In lieu of fractional Warrant Shares, there shall be
paid 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
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 The
City of New York, (ii) the principal U.S. securities exchange or market, if any,
on which any Common Stock is listed or admitted to trading and (iii) the
principal U.S. securities exchange or market, if any, on which the Warrants are
listed or admitted to trading, are open for business.


                                      A-15
<PAGE>

                         [FORM OF ELECTION TO EXERCISE]

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

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

            $ __________________ in cash or by certified or official bank check;
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
Warrant 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 of Common Stock should be delivered
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 Warrant 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


                                      A-16
<PAGE>

                            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.

    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-17
<PAGE>

                 SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS

The following exchanges of a part of this Global Warrant for certificated
Warrants have been made:

                                                Number of                  
            Amount of         Amount of         Warrants of this                
            decrease in       increase in       Global Warrant   Signature of   
            Number of         Number of         following        authorized     
Date of     Warrants of this  Warrants of this  such decrease    officer of     
Exchange    Global Warrant    Global Warrant    (or increase)    Warrant Agent  
--------------------------------------------------------------------------------


                                      A-18
<PAGE>

                                                                       EXHIBIT B

                        FORM OF LEGEND FOR GLOBAL WARRANT

            Any Global Warrant authenticated and delivered hereunder shall bear
a legend in substantially the following form:

            THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT
      AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
      DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE
      FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
      DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
      THE WARRANT AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
      TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
      DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
      NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.


                                       B-1
<PAGE>

                                                                       EXHIBIT C

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                     OR REGISTRATION OF TRANSFER OF WARRANTS

Re:   Warrants to Purchase Common Stock (the "Warrants") of @ENTERTAINMENT,
      INC.

            This Certificate relates to ____ Warrants held in* ___ book-entry
or* _______ certificated form by ______ (the "Transferor").

The Transferor:*
       
      / / has requested the Warrant Agent by written order to deliver in
exchange for its beneficial interest in the Global Warrant held by the
Depositary a Warrant or Warrants in definitive, registered form of authorized
denominations and an aggregate number equal to its beneficial interest in such
Global Warrant (or the portion thereof indicated above); or
       
      / / has requested the Warrant Agent by written order to exchange or
register the transfer of a Warrant or Warrants.

          In connection with such request and in respect of each such Warrant,
the Transferor does hereby certify that the Transferor is familiar with the
Warrant Agreement relating to the above captioned Warrants and the restrictions
on transfers thereof as provided in Section 1.07 of such Warrant Agreement, and
that the transfer of this Warrant does not require registration under the
Securities Act of 1933, as amended (the "Act") because*:
       
      / / Such Warrant is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 1.07 (a)(y)(A) or Section 1.07
(d)(i)(A) of the Warrant Agreement).
       
      / / Such Warrant is being transferred to a qualified institutional buyer
(as defined in Rule 144A under the Act), in reliance on Rule 144A.

----------
* Check applicable box.


                                       C-1
<PAGE>

      |_| Such Warrant is being transferred in accordance with Rule 144 under
the Act.

      |_| Such Warrant is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Act.

                                           -------------------------------------
                                           [INSERT NAME OF TRANSFEROR]

                                           By:
                                              ----------------------------------

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


                                       D-1