<PAGE>
 
                              WARRANT CERTIFICATE

THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT OR LAW.  SUCH WARRANTS AND SHARES MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT
TO OTHER PROVISIONS OF THE FIRST WARRANT AGREEMENT, DATED AS OF AUGUST 15, 1996,
AS AMENDED BY THE FIRST AMENDMENT TO FIRST WARRANT AGREEMENT, DATED AS OF
OCTOBER 8, 1996, BETWEEN THE ISSUER AND FIRST UNION NATIONAL BANK OF GEORGIA,
COMPLETE AND CORRECT COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON
WRITTEN REQUEST AND WITHOUT CHARGE.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PUT RIGHTS,
CALL RIGHTS AND EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE WARRANT AGREEMENT.


                         EXERCISABLE ONLY ON OR BEFORE
                                August 14, 2006

                              Warrant Certificate
                           (First Warrant Agreement)

          This Warrant Certificate certifies that First Union National Bank of
Georgia, or registered assigns, is the registered holder of 75,000 Warrants (the
"Warrants") to purchase Common Stock or Convertible Preferred Stock of
Communications Central Inc., a Georgia corporation (the "Issuer"). Each Warrant
entitles the holder, but only subject to the conditions set forth herein and in
the Warrant Agreement referred to below, to purchase from the Issuer at any time
after November 15, 1996 and before 5:00 P.M., Atlanta time, on August 14, 2006
(the "Expiration Date"), one (1) fully paid and nonassessable share of the
Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares")
in the percentages and to the extent set forth in the Warrant Agreement, at a
price (the "Exercise Price") of $0.01 per Warrant payable in lawful money of the
United States of America, upon surrender of this Warrant Certificate, execution
of the annexed Form of Election to Purchase and payment of the Exercise Price at
the office of the Issuer at 1150 Northmeadow Parkway, Suite 118, Roswell,
Georgia 30076, or such other address as the Issuer may specify in writing to the
registered holder of the Warrants evidenced hereby (the "Warrant Office");
provided, however, that, as provided in the Warrant Agreement, no more than
100,000 of the total 225,000 Warrants issued pursuant to the Warrant Agreement
may be exercised prior to 
<PAGE>
 
December 15, 1996 unless, prior to such date, the Issuer enters into a
transaction that would constitute a Non-Surviving Combination (as defined in the
Warrant Agreement). In lieu of exercising Warrants pursuant to the immediately
preceding sentence, the Warrant holder shall have the right to require the
Issuer to convert the Warrants, in whole or in part and at any time or times,
into Warrant Shares, by surrendering to the Issuer the Warrant Certificate
evidencing the Warrants to be converted, accompanied by the annexed Form of
Notice of Conversion which has been duly completed and signed. The Exercise
Price and number of Warrant Shares purchasable upon exercise of the Warrants are
subject to adjustment prior to the Expiration Date as set forth in the Warrant
Agreement. In no event shall this Warrant be exercisable for shares of Common
Stock or Convertible Preferred Stock which, when aggregated with all other
Warrant Shares (as defined in the Warrant Agreement) previously issued (other
than Non-Attributable Stock (as defined in the Warrant Agreement)) would, upon
issuance, represent in excess of 24.99% of the Equity of the Issuer (defined in
the Warrant Agreement) unless such shares, when issued, would constitute Non-
Attributable Stock (as defined in the Warrant Agreement).

          No Warrant may be exercised after 5:00 P.M., Atlanta time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00 P.M.,
Atlanta time, on the Expiration Date.

          The Issuer may deem and treat the registered holders of the Warrants
evidenced hereby as the absolute owners thereof (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and of any distribution to the holders hereof and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.

          Warrant Certificates, when surrendered at the office of the Issuer at
the above-mentioned address by the registered holder hereof in person or by a
legal representative duly authorized in writing, may be exchanged, in the manner
and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

          Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Issuer at the above-mentioned address, a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued in exchange for this Warrant
Certificate to the transferee(s) and, if less than all the Warrants evidenced
hereby are to be transferred, to the registered holder hereof, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith which shall be paid
by the Warrant Holder.

                                       2
<PAGE>
 
          This Warrant Certificate is one of the Warrant Certificates referred
to in the First Warrant Agreement, dated as of August 15, 1996, as amended by
the First Amendment to First Warrant Agreement, dated as of October 8, 1996,
between the Issuer and First Union National Bank of Georgia (the "Warrant
Agreement").  Said 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 Issuer and the holders.

                                       3
<PAGE>
 
          IN WITNESS WHEREOF the Issuer has caused this Warrant Certificate to
be signed by its duly authorized officers and has caused its corporate seal to
be affixed hereunto.


                              COMMUNICATIONS CENTRAL INC.



                              By:________________________________________
                              Title:_____________________________________


(CORPORATE SEAL)

ATTEST:


_______________________________
Secretary
<PAGE>
 
                                                  ANNEX to Form
                                                  of Warrant
                                                  Certificate
                                                  -------------

                         FORM OF ELECTION TO PURCHASE

                   (To be executed upon exercise of Warrant)

          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___ Warrant Shares/*/ and
herewith tenders payment for such Warrant Shares to the order of the Issuer in
the amount of $ ____________________ in accordance with the terms hereof.  The
undersigned requests that a certificate for such Warrant Shares be registered in
the name of
________________________________________________________________________________
____ whose address is
___________________________________________________________________ and that
such certificate be delivered to ___________________________ whose address is
_______________________________________________.  If said number of Warrant
Shares is less than all of the Warrant Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of the Warrant Shares be registered in the name of
_________________________________________________________whose address is
________________________________________________________________________________
_______ and that such Warrant Certificate be delivered to
________________________________________________________whose address is
__________________________________________________________.


Signature:


__________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)


Date:_____________


/*/       Consisting of:

               _____ shares of Common Stock

               _____ shares of Convertible Preferred Stock
<PAGE>
 
                                                  ANNEX to Form
                                                  of Warrant
                                                  Certificate
                                                  -------------

                         FORM OF NOTICE OF CONVERSION

                  (To be executed upon conversion of Warrant)

          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to convert Warrants represented hereby
into ___ Warrant Shares/*/ in accordance with the terms hereof.  The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
________________________________________________________________________________
____ whose address is
___________________________________________________________________ and that
such certificate be delivered to ___________________________ whose address is
_______________________________________________.  If said number of Warrant
Shares is less than all of the Warrant Shares obtainable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of the Warrant Shares be registered in the name of
_________________________________________________________whose address is
________________________________________________________________________________
_______ and that such Warrant Certificate be delivered to
________________________________________________________whose address is
______________________________________________________.


Signature:


__________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)


Date:_____________


/*/       Consisting of:

               _____ shares of Common Stock

               _____ shares of Convertible Preferred Stock