Exhibit 4.11
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025

                                 FORM OF WARRANT

THIS  COMMON  STOCK  PURCHASE  WARRANT  AND THE  SHARES  THAT  MAY BE  PURCHASED
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES  LAWS OF ANY STATE.  THIS COMMON STOCK PURCHASE  WARRANT
AND THE SHARES THAT MAY BE  PURCHASED  HEREUNDER  MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  AND  REGISTRATION OR  QUALIFICATION  UNDER  APPLICABLE
STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL THAT THE  PROPOSED  TRANSACTION
DOES NOT VIOLATE THE SECURITIES ACT OF 1933,  AND  APPLICABLE  STATE  SECURITIES
LAWS.

                        HEADWAY CORPORATE RESOURCES, INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance:  April 17, 2002                          Certificate No. [W-4]

     THIS  IS  TO  CERTIFY  that   _____________________,   a  national  banking
association  organized and existing under the laws of the United States, and its
transferees,  successors  and  assigns  (the  "Holder"),  for good and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged, is
entitled  to  purchase  from  HEADWAY  CORPORATE  RESOURCES,  INC.,  a  Delaware
corporation  (the  "Company"),  at the price of $0.25 per share  (the  "Exercise
Price"),  at any time  after  the date  hereof  (the  "Commencement  Date")  and
expiring on the later of (x) April 30,  2007,  (y) the maturity of the Term Loan
Facility  and Letter of Credit  Facility  pursuant to the  Amended and  Restated
Credit Agreement dated as of April 17, 2002 (the "Credit Agreement"), whether by
acceleration  or  otherwise  and (z) the date on which the Term Loan  shall have
been  permanently  repaid and all Letters of Credit shall have been  permanently
cancelled,  cash  collateralized or otherwise supported in a manner satisfactory
to the  Agent,  the  Issuing  Bank  and the  requisite  Lenders  and  all  other
Obligations (as defined in the Credit Agreement) shall have been paid in full in
cash (the "Expiration  Date"),  [Prorata share of Two Million Four Hundred Fifty
Five  Thousand  Five  Hundred  Twenty  Two  (2,455,522)]  of the fully  paid and
nonassessable Common Stock, par value $0.0001 per share ("Common Stock"), of the
Company  (the  "Aggregate  Number"),  as such number may be adjusted as provided
herein.

     Capitalized  terms used  herein  shall have the  meanings  ascribed to such
terms in Section 12 hereof unless otherwise defined herein.


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SECTION 1.  The Warrant; Transfer and Exchange.

          (a) The  Warrant.  This  Warrant  (the  "Warrant")  and the rights and
     privileges of the Holder and the Company  hereunder may be exercised by the
     Holder in whole or in part as provided herein; and, as more fully set forth
     in  Sections  1(b) and 8 hereof,  may be  transferred  by the Holder to any
     other  Person or Persons  at any time or from time to time,  in whole or in
     part.

          (b) Transfer and Exchanges.  The Company shall  initially  record this
     Warrant on a register to be  maintained by the Company with its other stock
     books and, subject to Section 9 hereof,  from time to time thereafter shall
     reflect the transfer of this Warrant on such register when  surrendered for
     transfer  in  accordance  with the  terms  hereof  and  properly  endorsed,
     accompanied by appropriate instructions, and further accompanied by payment
     in cash or by check,  bank draft or money order payable to the order of the
     Company,  in United  States  currency,  of an amount  equal to any stamp or
     other tax or  governmental  charge or fee required to be paid in connection
     with the  transfer  thereof.  Upon  any such  transfer,  a new  warrant  or
     warrants shall be issued to the transferee and the Holder (in the event the
     Warrant is only partially transferred) and the surrendered warrant shall be
     canceled.  This Warrant may be exchanged at the option of the Holder,  when
     surrendered at the Principal Office of the Company,  for another warrant or
     other warrants of like tenor and representing in the aggregate the right to
     purchase a like number of shares of Common Stock.

SECTION 2. Exercise.

          (a) Right to Exercise.  At any time after the Commencement Date and on
     or before the  Expiration  Date, the Holder,  in accordance  with the terms
     hereof,  may exercise  this  Warrant,  in whole at any time or in part from
     time to time,  by  delivering  this  Warrant to the Company  during  normal
     business  hours on any  Business  Day at the  Company's  Principal  Office,
     together  with the Election to  Purchase,  in the form  attached  hereto as
     Exhibit  A and  made a part  hereof  (the  "Election  to  Purchase"),  duly
     executed,  and  payment of the  Exercise  Price per share for the number of
     shares  to be  purchased  (the  "Exercise  Amount"),  as  specified  in the
     Election to Purchase.  If the  Expiration  Date is not a Business Day, then
     this Warrant may be exercised on the next succeeding Business Day.

          (b) Payment of Exercise Price.  Payment of the Exercise Price shall be
     made to the Company by any of the following  means (or any  combination  of
     such  means):  (i) in cash  or  other  immediately  available  funds,  (ii)
     forgiveness  of a portion  of the  Obligations  payable  by  Company to the
     Holder pursuant to the Credit Agreement in an aggregate amount equal to the
     Exercise Price (such  forgiveness to be confirmed in writing by the Holder)
     or (iii) as  provided in Section  2(c).  In the case of payment of all or a
     portion of the Exercise  Price  pursuant to Section 2(c),  the direction by
     the  Holder  to make a  "Cashless  Exercise"  shall  serve as  accompanying
     payment for that portion of the Exercise Price.  The amount of the Exercise
     Price  to be paid  shall  equal  the  product  of (i) the  Exercise  Amount
     multiplied by (ii) the Exercise Price per share.

          (c) Cashless Exercise. The Holder shall have the right to pay all or a
     portion of the Exercise Price by making a "Cashless  Exercise"  pursuant to
     this Section 2(c), in which case the portion of the Exercise Price to be so
     paid  shall be paid by  reducing  the  number of  shares  of  Common  Stock
     otherwise  issuable  pursuant to the Election to Purchase  (the  "Exercised
     Shares") by an amount (the  "Cashless  Exercise  Shares")  equal to (i) the
     Exercise  Price  multiplied by the Exercise  Shares and divided by (ii) the

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     Fair  Market  Value Per Share.  The number of shares of Common  Stock to be
     issued to the Holder as a result of a Cashless  Exercise will  therefore be
     equal to the Exercised Shares minus the Cashless Exercise Shares.

          (d) Issuance of Shares of Common Stock. Upon receipt by the Company of
     this  Warrant at its  Principal  Office in proper  form for  exercise,  and
     accompanied by payment of the Exercise Price as aforesaid, the Holder shall
     be deemed to be the holder of record of the shares of Common Stock issuable
     upon such exercise,  notwithstanding  that  certificates  representing such
     shares  of  Common  Stock  may not then be  actually  delivered.  Upon such
     surrender of this Warrant and payment of the Exercise  Price as  aforesaid,
     the  Company  shall  issue and cause to be  delivered  with all  reasonable
     dispatch to, or upon the written  order of, the Holder (and in such name or
     names as the Holder may  designate) a certificate or  certificates  for the
     Exercise Amount, subject to any reduction as provided in Section 2(c) for a
     Cashless Exercise.

          (e)  Fractional  Shares.  The Company shall not be required to deliver
     fractions of shares of Common Stock upon exercise of this  Warrant.  If any
     fraction of a share of Common Stock would be  deliverable  upon an exercise
     of this Warrant,  the Company may, in lieu of delivering such fraction of a
     share of Common Stock, make a cash payment to the Holder in an amount equal
     to the same  fraction of the Fair Market Value Per Share  determined  as of
     the  Business  Day  immediately  preceding  the  date of  exercise  of this
     Warrant.

          (f)  Partial  Exercise.  In the  event of a partial  exercise  of this
     Warrant,  the Company  shall issue to the Holder a Warrant in like form for
     the unexercised portion thereof.

SECTION 3. Payment of Taxes. The Company shall pay all stamp taxes  attributable
to the initial issuance of shares or other securities issuable upon the exercise
of this Warrant, or issuable pursuant to Section 6 hereof,  excluding any tax or
taxes which may be payable  because of the transfer  involved in the issuance or
delivery of any certificates for shares or other securities in a name other than
that of the Holder in respect of which such shares or securities are issued.

SECTION 4. Replacement Warrant. In case this Warrant is mutilated,  lost, stolen
or destroyed,  the Company shall issue and deliver in exchange and  substitution
for  and  upon  cancellation  of the  mutilated  Warrant,  or in  lieu of and in
substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence  reasonably  satisfactory  to  the  Company  of  such  loss,  theft  or
destruction   of  such  Warrant  and  upon   receipt  of  indemnity   reasonably
satisfactory  to the  Company  (provided,  that  if the  Holder  is a  financial
institution or other institutional  investor its personal undertaking to provide
an  indemnity is hereby  deemed to be  reasonably  satisfactory  to the Company;
provided, further, the form of such undertaking shall be reasonably satisfactory
to the Company).

SECTION 5. Reservation of Common Stock and Other Covenants.

          (a)  Reservation  of Authorized  Common Stock.  As of the date of this
     Warrant,  Holder is aware  that  insufficient  authorized  shares of Common
     Stock exist to allow Company to reserve for the entire  Aggregate Number of

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<PAGE>

     shares of Common  Stock  necessary  to enable  the  Company  at any time to
     fulfill  all  of its  obligations  under  this  Warrant.  However,  Company
     acknowledges  and represents to Holder that as of the date of this Warrant,
     1,255,000  shares  of  Common  Stock  are  free of  preemptive  rights  and
     available  to be reserved  for the  exercise of this  Warrant,  and Company
     shall at all times reserve and keep available such 1,255,000 authorized but
     unissued  shares,  free of  preemptive  rights,  sufficient  to enable  the
     Company at any time to fulfill all of its obligations under this Warrant to
     at least the extent of  1,255,000  shares.  Company  shall make  reasonable
     efforts  to  obtain  the  necessary   shareholder   approval  to  authorize
     additional  shares of Common Stock  sufficient to enable Company to reserve
     sufficient  shares  to enable  Company  at any time to  fulfill  all of its
     obligations  under this Warrant,  and all other Warrants  issued to Lenders
     and dated concurrently with this Warrant.  From and after the authorization
     of such additional  shares, the Company shall at all times reserve and keep
     available out of the aggregate of its authorized but unissued shares,  free
     of preemptive  rights,  such number of its duly authorized shares of Common
     Stock, or other stock or securities  deliverable pursuant to this Section 5
     or Section 6 hereof,  as shall be  sufficient  to enable the Company at any
     time to fulfill all of its obligations under this Warrant.

          (b)  Affirmative   Actions  to  Permit  Exercise  and  Realization  of
     Benefits.  If any shares of Common Stock reserved or to be reserved for the
     purpose of the exercise of this Warrant,  or any shares or other securities
     reserved or to be reserved for the purpose of issuance  pursuant to Section
     6  hereof,  require  registration  with  or  approval  of any  governmental
     authority  under any  federal or state law  (other  than  securities  laws)
     before  such  shares or other  securities  may be  validly  delivered  upon
     exercise of this Warrant,  then the Company  covenants that it will, at its
     sole  expense,  secure such  registration  or approval,  as the case may be
     (including but not limited to approvals or  expirations of waiting  periods
     required under the Hart Scott Rodino Antitrust Improvements Act).

          (c)  Regulatory  Requirements  and  Restrictions.  In the event of any
     reasonable  determination  by the Holder that, by reason of any existing or
     future federal or state law, statute, rule, regulation,  guideline,  order,
     court or administrative ruling, request or directive (whether or not having
     the force of law and  whether or not failure to comply  therewith  would be
     unlawful)  (collectively,  a  "Regulatory  Requirement"),   the  Holder  is
     effectively  restricted  or  prohibited  from  holding  this Warrant or the
     Warrant Shares  (including any shares of capital stock or other  securities
     distributable to the Holder in any merger, reorganization,  readjustment or
     other  reclassification),  or otherwise  realizing  upon or  receiving  the
     benefits intended under this Warrant,  the Company shall, and shall use its
     reasonable best efforts to have its  shareholders,  take such action as the
     Holder and the Company  shall  jointly agree in good faith to be reasonably
     necessary to permit the Holder to comply with such Regulatory  Requirement.
     The  reasonable  costs of taking such action,  whether by the Company,  the
     Holder or otherwise, shall be borne by the Holder.

          (d) Validly  Issued Shares.  The Company  covenants that all shares of
     Common Stock that may be delivered upon exercise of this Warrant,  assuming
     full  payment of the Exercise  Price  (including  those issued  pursuant to
     Section 6 hereof),  shall upon  delivery by the Company be duly  authorized
     and  validly  issued,  fully  paid and  nonassessable,  free from all stamp
     taxes,  liens and charges with respect to the issue or delivery thereof and
     otherwise free of all other security interests,  encumbrances and claims of

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     any nature whatsoever other than such security interests,  encumbrances and
     claims granted by the Holder.

          (e)  Issuance of  Additional  Warrants  upon  Conversion  of Preferred
     Stock. Immediately upon the issuance of any shares of Common Stock upon the
     conversion  of the  Preferred  Stock,  Company  shall  issue an  additional
     warrant to Holder on the same terms  provided in this  Warrant,  except the
     Exercise Price of such Warrant shall equal the conversion  rate  applicable
     to such conversion of Preferred Stock, and the Aggregate Number shall equal
     the  product  of (i)  number  of shares  issued  upon  such  conversion  of
     Preferred  Stock  times (ii)  0.1765  times  (iii)  [fraction  equal to the
     Lender's  pro rata  share].  Company  shall not enter  into any  agreement,
     transaction  or  exchange  with the holders of the  Preferred  Stock if the
     effect  thereof  would be to  circumvent  the  Holder's  rights  under  the
     preceding sentence by granting rights to the holders of the Preferred Stock
     similar to the conversion  feature of the Preferred  Stock but  exercisable
     without triggering the preceding sentence. (The preceding sentence does not
     apply  to the  warrants  already  issued  to the  Preferred  Stock  holders
     pursuant to the Limited Waiver and Amendment.)

SECTION 6.  Adjustments to Aggregate Number.

     Under certain conditions,  the Aggregate Number is subject to adjustment as
set forth in this Section 6. No  adjustments  shall be made under this Section 6
as a result of (a) the  issuance by the  Company of (1) the Warrant  Shares upon
exercise  of this  Warrant or (2) shares of Common  Stock upon  exercise  of the
other  warrants  granted  to Holder  and the  other  Lenders  under  the  Credit
Agreement,  (b),  shares of Common  Stock upon  exercise of warrants  granted to
holders  of the  Subordinated  Notes and the  Preferred  Stock  pursuant  to the
Limited  Waiver and  Amendment,  (c) the  issuance of shares of Common Stock (or
options  related  thereto) upon the exercise of options granted or to be granted
under the  Company's  current  and  future  stock  option  and  incentive  plans
representing   in  the  aggregate  the  right  to  receive  or  purchase  shares
aggregating  up to 1,892,731  shares of Common Stock  (subject to adjustment for
any of the circumstances described in Sections 6(a)(i)(A),  (B) and (C)) and (d)
the  issuance  of any  shares of Common  Stock with  respect to the  liquidation
preference  (but not with  respect to accrued  but  unpaid  dividends)  upon the
conversion of the Preferred Stock (collectively, the "Exempt Issuances").

          (a) Adjustments. The Aggregate Number, after taking into consideration
     any prior  adjustments  pursuant  to this  Section  6,  shall be subject to
     adjustment from time to time as follows and, thereafter, as adjusted, shall
     be deemed to be the Aggregate Number hereunder.

               (i) Stock Dividends;  Subdivisions and  Combinations.  In case at
          any time or from time to time the Company shall:

                    (A) issue to the  holders  of its  Common  Stock a  dividend
               payable  in, or other  distribution  of,  Common  Stock (a "Stock
               Dividend"),

                    (B) subdivide its outstanding  shares of Common Stock into a
               larger  number  of  shares of  Common  Stock,  including  without
               limitation by means of a stock split (a "Stock Subdivision"), or

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                    (C) combine its  outstanding  shares of Common  Stock into a
               smaller number of shares of Common Stock (a "Stock Combination"),

then the  Aggregate  Number in effect  immediately  prior  thereto  shall be (1)
proportionately increased in the case of a Stock Dividend or a Stock Subdivision
and (2)  proportionately  decreased in the case of a Stock  Combination.  In the
event the Company shall declare or pay, without  consideration,  any dividend on
the  Common  Stock  payable  in  any  right  to  acquire  Common  Stock  for  no
consideration, then the Company shall be deemed to have made a Stock Dividend in
an amount of shares equal to the maximum number of shares issuable upon exercise
of such rights to acquire Common Stock.

               (ii)  Other  Distributions.  In case at any time or from  time to
          time the  Company  shall  take a record of the  holders  of its Common
          Stock for the purpose of  entitling  them to receive  any  dividend or
          other distribution (collectively, a "Distribution") of:

                    (A) cash,

                    (B)  any   evidences   of  its   indebtedness   (other  than
               Convertible  Securities),  any shares of its capital stock (other
               than additional shares of Common Stock or Convertible Securities)
               or any other  securities  or  property  of any nature  whatsoever
               (other than cash), or

                    (C) any options,  warrants or other rights to subscribe  for
               or  purchase  any  of  the   following:   any  evidences  of  its
               indebtedness (other than Convertible  Securities),  any shares of
               its capital stock (other than  additional  shares of Common Stock
               or Convertible Securities) or any other securities or property of
               any nature whatsoever,

then the Holder  shall be entitled to elect by written  notice to the Company to
receive (1)  immediately  and without  further  payment the cash,  evidences  of
indebtedness,  stock, securities, other property, options, warrants and/or other
rights (or any portion  thereof) to which the Holder would have been entitled by
way of such  Distribution  as if the Holder  had fully  exercised  this  Warrant
immediately  prior to such Distribution or (2) upon the exercise of this Warrant
at any time on or after the taking of such record,  the number of Warrant Shares
to be received upon exercise of this Warrant determined as stated herein and, in
addition and without  further  payment,  the cash,  evidences  of  indebtedness,
stock, securities, other property, options, warrants and/or other rights (or any
portion  thereof)  to which the Holder  would have been  entitled by way of such
Distribution  and  subsequent  dividends and  distributions  through the date of
exercise  as if such Holder (x) had fully  exercised  this  Warrant  immediately
prior to such  Distribution  and (y) had retained the Distribution in respect of
the Common Stock and all subsequent  dividends and  distributions  of any nature
whatsoever  in  respect  of any  stock  or  securities  paid  as  dividends  and
distributions and originating directly or indirectly from such Common Stock.

     A  reclassification  of the Common  Stock into  shares of Common  Stock and
shares of any other class of stock shall be deemed a Distribution by the Company
to the  holders of its Common  Stock of such shares of such other class of stock
and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller  number of shares  of Common  Stock as a part of such  reclassification,
such event shall be deemed a Stock Subdivision or Stock Combination, as the case

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may be, of the outstanding  shares of Common Stock within the meaning of Section
6(a)(i) hereof.

               (iii)  Issuance of Common  Stock.  If at any time or from time to
          time the Company shall (except as hereinafter provided in this Section
          6(a)(iii))  issue or sell any additional  shares of Common Stock for a
          consideration  per share  less than the Fair  Market  Value Per Share,
          then,  effective on the date  specified  below,  the Aggregate  Number
          shall be adjusted by multiplying (A) the Aggregate Number  immediately
          prior  thereto by (B) a fraction,  the numerator of which shall be the
          sum of the number of shares of Common  Stock  outstanding  immediately
          prior to the  issuance  of such  additional  shares  of  Common  Stock
          (calculated on a Fully Diluted basis),  the number of shares of Common
          Stock issuable upon the  conversion or exercise of options,  warrants,
          rights or other  Convertible  Securities  (but only to the extent that
          such  Convertible  Securities are "in the money" and then  exercisable
          but  in any  event  subject  to  adjustment  as  provided  in  Section
          6(a)(vii)(F)),  and the  number  of such  additional  shares of Common
          Stock so issued and the  denominator  of which shall be the sum of the
          number of shares of Common Stock outstanding  immediately prior to the
          issuance of such  additional  shares of Common Stock  (calculated on a
          Fully Diluted  basis),  the number of shares of Common Stock  issuable
          upon the conversion or exercise of options,  warrants, rights or other
          Convertible  Securities (but only to the extent that such  Convertible
          Securities  are "in the money" and then  exercisable  but in any event
          subject to  adjustment as provided in Section  6(a)(vii)(F)),  and the
          number of shares of Common Stock which the aggregate consideration for
          the total number of such  additional  shares of Common Stock so issued
          would  purchase  at the Fair  Market  Value Per Share.  The date as of
          which the Fair Market  Value Per Share shall be computed  shall be the
          earlier  of the date on which  the  Company  shall  enter  into a firm
          contract or commitment for the issuance of such  additional  shares of
          Common Stock or the date of actual issuance of such additional  shares
          of Common Stock.

               The provisions of this Section  6(a)(iii)  shall not apply to any
          issuance of additional  shares of Common Stock for which an adjustment
          is otherwise  provided under Section 6(a)(i) hereof.  No adjustment of
          the Aggregate  Number shall be made under this Section  6(a)(iii) upon
          the issuance of any additional shares of Common Stock which are issued
          pursuant to (1) the  exercise  of this  Warrant in whole or in part or
          pursuant  to any other  Exempt  Issuances,  (2) the  exercise of other
          subscription  or purchase rights or (3) the exercise of any conversion
          or exchange  rights in any Convertible  Securities,  provided that for
          purposes of clauses (2) or (3) an  adjustment  shall  previously  have
          been made upon the  issuance of such other rights or upon the issuance
          of such  Convertible  Securities (or upon the issuance of any warrants
          or other rights therefor) pursuant to Section 6(a)(iv) or (v) hereof.

               (iv)  Warrants and  Options.  If at any time or from time to time
          the Company shall take a record of the holders of its Common Stock for
          the purpose of entitling them to receive a  distribution  of, or shall
          in any manner  (whether  directly,  by assumption in a merger in which
          the Company is the surviving corporation and in which the shareholders
          of the Company  immediately  prior to the merger  continue to own more
          than 50% of the Outstanding  Common Stock immediately after the merger
          and for a period of 180 days  thereafter,  or otherwise) issue or sell
          any warrants, options or other rights to subscribe for or purchase (A)
          any shares of Common Stock or (B) any Convertible Securities,  whether

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          or  not  the  rights  to  subscribe,  purchase,  exchange  or  convert
          thereunder are  immediately  exercisable,  and the  consideration  per
          share for  which  additional  shares  of Common  Stock may at any time
          thereafter  be issuable  pursuant to such  warrants,  options or other
          rights or pursuant to the terms of such  Convertible  Securities shall
          be less than the Fair  Market  Value  Per  Share,  then the  Aggregate
          Number  shall be adjusted as provided in Section  6(a)(iii)  hereof on
          the basis that (1) the maximum  number of additional  shares of Common
          Stock issuable pursuant to all such warrants,  options or other rights
          or  necessary  to  effect  the  conversion  or  exchange  of all  such
          Convertible  Securities  shall be deemed to have been issued as of the
          date of the  determination  of the  Fair  Market  Value  Per  Share as
          hereinafter  provided  and (2) the  aggregate  consideration  for such
          maximum number of additional shares of Common Stock shall be deemed to
          be the minimum  consideration  received and  receivable by the Company
          for the issuance of such additional shares of Common Stock pursuant to
          the  terms  of  such  warrants,   options  or  other  rights  or  such
          Convertible  Securities.  For purposes of this Section  6(a)(iv),  the
          effective  date of such  adjustment  and the date as of which the Fair
          Market Value Per Share shall be computed  shall be the earliest of (A)
          the date on which the  Company  shall take a record of the  holders of
          its Common Stock for the purpose of entitling them to receive any such
          warrants,  options or other rights,  (B) the date on which the Company
          shall enter into a firm  contract or  commitment  for the  issuance of
          such  warrants,  options  or other  rights  and (C) the date of actual
          issuance of such warrants, options or other rights.

               No adjustment  of the  Aggregate  Number shall be made under this
          Section  6(a)(iv) upon the issuance of any warrants,  options or other
          rights which are issued  pursuant to the  exercise of any  Convertible
          Securities   if  an   adjustment   shall   have   been   made   or  is
          contemporaneously  made  or if no  such  adjustment  shall  have  been
          required upon the issuance of such Convertible Securities, pursuant to
          Section 6(a)(v) hereof.

               (v) Convertible  Securities.  If at any time or from time to time
          the Company shall take a record of the holders of its Common Stock for
          the purpose of entitling them to receive a distribution of or shall in
          any manner (whether  directly,  by assumption in a merger in which the
          Company is the surviving  corporation and in which the shareholders of
          the Company  immediately prior to the merger continue to own more than
          50% of the Outstanding  Common Stock  immediately after the merger and
          for a  period  of 180 days  thereafter,  or  otherwise)  issue or sell
          Convertible  Securities,  whether  or not the  rights to  exchange  or
          convert thereunder are immediately exercisable,  and the consideration
          per share for the  additional  shares of Common Stock which may at any
          time thereafter be issuable  pursuant to the terms of such Convertible
          Securities  shall be less than the Fair Market  Value Per Share,  then
          the  Aggregate  Number  shall  be  adjusted  as  provided  in  Section
          6(a)(iii)  hereof  on  the  basis  that  (A)  the  maximum  number  of
          additional  shares of Common Stock  necessary to effect the conversion
          or exchange of all such Convertible Securities shall be deemed to have
          been  issued as of the date of the  determination  of the Fair  Market
          Value Per Share as herein provided and (B) the aggregate consideration
          for such maximum number of additional  shares of Common Stock shall be
          deemed to be the minimum consideration  received and receivable by the
          Company for the  issuance of such  additional  shares of Common  Stock
          pursuant to the terms of such Convertible Securities.  For purposes of
          this Section  6(a)(v),  the effective date of such  adjustment and the
          date as of which the Fair  Market  Value Per Share  shall be  computed
          shall be the earliest of (1) the date on which the Company  shall take
          a record  of the  holders  of its  Common  Stock  for the  purpose  of
          entitling  them to receive any such  Convertible  Securities,  (2) the
          date  on  which  the  Company  shall  enter  into a firm  contract  or
          commitment for the issuance of such Convertible Securities and (3) the
          date of actual issuance of such Convertible Securities.

                                       8
<PAGE>

               No adjustment  of the  Aggregate  Number shall be made under this
          Section 6(a)(v) upon the issuance of any Convertible  Securities which
          are issued pursuant to the exercise of any warrants,  options or other
          subscription or purchase rights if an adjustment shall previously have
          been made or is contemporaneously  made or if no such adjustment shall
          have been  required  upon the  issuance of such  warrants,  options or
          other rights pursuant to Section 6(a)(iv) hereof.

               (vi) Subsequent Adjustments.  If at any time after any adjustment
          of the Aggregate  Number shall have been made pursuant to Section 6(a)
          (iv) or (v) hereof on the basis of the issuance of  warrants,  options
          or other rights or the issuance of  Convertible  Securities,  or after
          any new  adjustments  of the  Aggregate  Number  shall  have been made
          pursuant to this Section 6(a)(vi), then:

                    (A)  such  warrants,  options  or  rights  or the  right  of
               conversion  or  exchange  in such  Convertible  Securities  shall
               expire, and a portion of such warrants, options or rights, or the
               right of  conversion  or exchange in respect of a portion of such
               Convertible  Securities,  as the case may be, shall not have been
               exercised prior to such expiration, and

                    (B) in the case of  adjustments  made  pursuant  to  Section
               6(a)(iv) or (v), the  consideration per share for which shares of
               Common Stock are issuable  pursuant to such warrants,  options or
               rights  per the  terms of such  Convertible  Securities  shall be
               irrevocably   increased  (provided,   no  remuneration  was  paid
               therefor),  and such previous  adjustment  shall be rescinded and
               annulled  and the  additional  shares of Common  Stock which were
               deemed to have been issued by virtue of the  computation  made in
               connection with such adjustment shall no longer be deemed to have
               been  issued  by  virtue  of  such  computation.   Simultaneously
               therewith,  a  recomputation  shall be made of the effect of such
               warrants,  options  or rights or  Convertible  Securities  on the
               determination of the Aggregate Number, which shall be made on the
               basis of:

                         (1) treating the number of additional  shares of Common
                    Stock, if any,  theretofore  actually issued pursuant to the
                    previous  exercise  of such  warrants,  options or rights or
                    such right of  conversion  or exchange as having been issued
                    on the date or dates of such  exercise and, in the case of a
                    recomputation  of a calculation  originally made pursuant to
                    Section  6(a)(iv)  or (v),  for the  consideration  actually
                    received and receivable therefor, and

                         (2) in the  case of a  recomputation  of a  calculation
                    originally  made  pursuant  to  Section   6(a)(iv)  or  (v),
                    treating  any such  warrants,  options or rights or any such
                    Convertible  Securities  which then  remain  outstanding  as
                    having been granted or issued  immediately after the time of
                    such irrevocable increase of the consideration per share for
                    which  shares  of  Common  Stock  are  issuable  under  such
                    warrants, options or rights or Convertible Securities;

               and, if and to the extent called for by the foregoing  provisions
               of Section 6(a)(vi) on the basis  aforesaid,  a new adjustment of
               the Aggregate  Number shall be made,  such new  adjustment  shall
               supersede the previous adjustment so rescinded and annulled.

                                       9
<PAGE>

               (vii) Miscellaneous. The following provisions shall be applicable
          to the making of adjustments of the Aggregate Number provided above in
          this Section 6(a):

                    (A) The sale or other  disposition  of any issued  shares of
               Common  Stock  owned or held by or for the account of the Company
               or any of its  Subsidiaries  shall be deemed an issuance  thereof
               for the purposes of this Section 6(a).

                    (B) To the extent that any additional shares of Common Stock
               or any Convertible  Securities or any warrants,  options or other
               rights to  subscribe  for or purchase  any  additional  shares of
               Common Stock or any Convertible  Securities (1) are issued solely
               for cash consideration, the consideration received by the Company
               therefor shall be deemed to be the amount of the cash received by
               the  Company  therefor,  (2)  are  offered  by  the  Company  for
               subscription,  the consideration received by the Company shall be
               deemed  to  be  the  subscription   price  or  (3)  are  sold  to
               underwriters  or  dealers  for  public  offering,  the  aggregate
               consideration  received by the Company  shall be deemed to be the
               consideration  received by the Company therefor, in any such case
               excluding any amounts paid or receivable for accrued  interest or
               accrued dividends.  To the extent that such issuance shall be for
               a  consideration  other  than  cash,  or  partially  for cash and
               partially  for other  consideration,  then,  except as  otherwise
               expressly provided herein, the amount of such consideration shall
               be deemed to be the fair market value of such other consideration
               plus, if applicable,  the amount of such cash at the time of such
               issuance, determined in the manner set forth in Section 6(d)(ii).
               In case any additional  shares of Common Stock or any Convertible
               Securities or any warrants,  options or other rights to subscribe
               for or  purchase  such  additional  shares  of  Common  Stock  or
               Convertible  Securities  shall be issued in  connection  with any
               merger  in which the  Company  is the  survivor  and  issues  any
               securities,  the amount of consideration therefor shall be deemed
               to be the fair market value of such  additional  shares of Common
               Stock, Convertible Securities, warrants, options or other rights,
               as the case may be, determined in the manner set forth in Section
               6(d)(ii).

               The  consideration  for  any  shares  of  Common  Stock  issuable
          pursuant to the terms of any Convertible  Securities shall be equal to
          (x)  the  consideration  received  by  the  Company  for  issuing  any
          warrants,  options or other rights to subscribe  for or purchase  such
          Convertible Securities,  plus (y) the consideration paid or payable to
          the  Company in respect of the  subscription  for or  purchase of such
          Convertible Securities, plus (z) the consideration, if any, payable to
          the Company upon the exercise of the right of  conversion  or exchange
          of such Convertible Securities.

               In case of the issuance at any time of any  additional  shares of
          Common Stock or Convertible  Securities in payment or  satisfaction of
          any  dividends  upon any class of stock other than Common  Stock,  the
          Company shall, be deemed to have received for such  additional  shares
          of Common Stock or Convertible Securities a consideration equal to the
          amount of such dividend so paid or satisfied.

                    (C) The adjustments  required by the preceding paragraphs of
               this  Section  6(a)  shall be made  whenever  and as often as any
               specified event requiring an adjustment shall occur,  except that
               no  adjustment of the  Aggregate  Number that would  otherwise be
               required shall be made (except in the case of a Stock Subdivision
               or Stock Combination,  as provided for in Section 6(a)(i) hereof)

                                       10
<PAGE>

               unless and until such  adjustment  either by itself or with other
               adjustments  not  previously  made adds or subtracts at least one
               one-hundredth  of one  share  to or  from  the  Aggregate  Number
               immediately   prior  to  the  making  of  such  adjustment.   Any
               adjustment representing a change of less than such minimum amount
               (except as aforesaid)  shall be carried  forward and made as soon
               as such adjustment,  together with other adjustments  required by
               this  Section  6(a) 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.

                         (D) In computing  adjustments  under this Section 6(a),
                    fractional  interests  in Common  Stock  shall be taken into
                    account to the nearest one-thousandth of a share.

                         (E) If the  Company  shall take a record of the holders
                    of its Common  Stock for the  purpose of  entitling  them to
                    receive  a  dividend  or  distribution  or  subscription  or
                    purchase  rights  and  shall,   thereafter  and  before  the
                    distribution  to shareholders  thereof,  legally abandon its
                    plan  to  pay  or  deliver  such   dividend,   distribution,
                    subscription or purchase rights, then no adjustment shall be
                    required by reason of the taking of such record and any such
                    adjustment  previously  made in  respect  thereof  shall  be
                    rescinded and annulled.

                         (F) In  making  any  adjustment,  at the time of actual
                    exercise of the  Warrant,  to the extent not  already  taken
                    into  account,  securities  convertible  into capital  stock
                    which  were  not  exercisable  or  in-the-money  that are so
                    exercisable  and  in  the  money  or  previously  have  been
                    exercised  shall be taken into  account,  at the time of the
                    exercise of the Warrant, in the calculation of Fully Diluted
                    shares of Common Stock.

          (b) Changes in Common  Stock.  In case at any time the  Company  shall
     initiate  any  transaction  or be a party  to any  transaction  (including,
     without limitation, a merger, consolidation, share exchange, sale, lease or
     other  disposition  of all or  substantially  all of the Company's  assets,
     liquidation,  recapitalization  or reclassification of the Common Stock) in
     connection  with  which the  previous  Outstanding  Common  Stock  shall be
     changed  into or  exchanged  for  different  securities  of the  Company or
     capital stock or other securities of another  corporation or interests in a
     non-corporate  entity or other property (including cash) or any combination
     of  the   foregoing   (each  such   transaction   being  herein   called  a
     "Transaction"),   then,  as  a  condition  of  the   consummation   of  the
     Transaction,  lawful,  enforceable and adequate  provision shall be made so
     that the  Holder  shall be  entitled  to elect,  by  written  notice to the
     Company, to receive (i) a new warrant in form and substance similar to, and
     in  exchange  for,  this  Warrant  to  purchase  all or a  portion  of such
     securities  or other  property or (ii) upon exercise of this Warrant at any
     time  on or  after  the  consummation  of the  Transaction,  in lieu of the
     Warrant Shares issuable upon such exercise prior to such consummation,  the
     securities or other  property  (including  cash) to which such Holder would
     have been entitled upon  consummation of the Transaction if such Holder had
     exercised this Warrant  immediately  prior thereto  (subject to adjustments
     from and after the  consummation  date as nearly  equivalent as possible to
     the  adjustments  provided  for in this  Section 6). The  Company  will not
     effect  any  Transaction  unless  prior to the  consummation  thereof  each
     corporation  or other entity (other than the Company) which may be required

                                       11
<PAGE>

     to deliver any new warrant, securities or other property as provided herein
     shall assume, by written instrument delivered to the Holder, the obligation
     to deliver to such Holder such new warrant, securities or other property as
     in accordance with the foregoing  provisions such Holder may be entitled to
     receive and such  corporation or entity shall have  similarly  delivered to
     the  Holder  an  opinion  of  counsel  for  such   corporation  or  entity,
     satisfactory to the Holder, which opinion shall state that all of the terms
     of the new warrant or this Warrant shall be enforceable against the Company
     and such  corporation  or entity in  accordance  with the terms  hereof and
     thereof,  together  with such other  matters  as the Holder may  reasonably
     request.  The  foregoing  provisions  of this Section 6(b) shall  similarly
     apply to successive Transactions.

          (c) Other Action Affecting Common Stock.

               (i)  Other  Action.  In case at any time or from time to time the
          Company shall take any action of the type contemplated in Section 6(a)
          or (b)  hereof  but not  expressly  provided  for by  such  provisions
          (including,  without  limitation,  the granting of stock  appreciation
          rights,  phantom  stock rights or other  rights with equity  features)
          other than cash bonuses,  then, unless in the opinion of the Company's
          board of directors such action will not have a material adverse effect
          upon  the  rights  of  the  Holder  (taking  into  consideration,   if
          necessary,  any prior actions which the Board of Directors  deemed not
          to  materially  adversely  affect  the  rights  of  the  Holder),  the
          Aggregate  Number shall be adjusted in such manner and at such time as
          the Board of Directors  of the Company may in good faith  determine to
          be equitable in the circumstances.

               (ii) Stock Option and Incentive  Plans.  Upon the exercise of the
          Warrants hereunder, if the actual number of shares of stock or options
          (the "Actual Number") granted,  and not cancelled (without the payment
          for any such  cancellation),  or outstanding under the Company's stock
          option and incentive  plans is more than 1,892,731  shares (or options
          for such  shares  (subject  to  adjustment  for  stock  splits,  stock
          dividends  and  similar  events)  the  ("Assumed  Number"),  then  the
          Aggregate  Number  shall  be  proportionally  increased  so  that  the
          Aggregate Number is equal to the number of shares of Common Stock that
          would have been issued  under the  Warrant had the Actual  Number been
          used to calculate the Aggregate Number instead of the Assumed Number.

          (d)   Notices.

               (i) Notice of Proposed Actions. In case the Company shall propose
          (A) to pay any  dividend  payable in stock of any class to the holders
          of its Common Stock or to make any other  distribution  to the holders
          of its Common  Stock,  (B) to offer to the holders of its Common Stock
          rights to subscribe for or to purchase any  Convertible  Securities or
          additional  shares of Common  Stock or shares of stock of any class or
          any other  securities,  warrants,  rights or options  (other  than the
          exercise  of  pre-emptive  rights  by a  Holder),  (C) to  effect  any
          reclassification   of   its   Common   Stock,   (D)  to   effect   any
          recapitalization,   stock  subdivision,  stock  combination  or  other
          capital  reorganization,  (E) to effect any  consolidation  or merger,
          share  exchange,  or  sale,  lease  or  other  disposition  of  all or
          substantially all of its property,  assets or business,  (F) to effect

                                       12
<PAGE>

          the  liquidation,  dissolution  or winding up of the Company or (G) to
          effect any other action which would require an  adjustment  under this
          Section 6, then in each such case the Company shall give to the Holder
          written notice of such proposed  action,  which shall specify the date
          on  which a record  is to be  taken  for the  purposes  of such  stock
          dividend,  stock  subdivision,  stock  combination,   distribution  or
          rights, or the date on which such reclassification,  recapitalization,
          reorganization,  consolidation,  merger, share exchange,  sale, lease,
          transfer, disposition,  liquidation,  dissolution, winding up or other
          transaction is to take place and the date of participation  therein by
          the holders of Common Stock,  if any such date is to be fixed,  or the
          date on which the transfer of Common Stock is to occur, and shall also
          set forth  such  facts with  respect  thereto  as shall be  reasonably
          necessary  to indicate  the effect of such action on the Common  Stock
          and on the  Aggregate  Number  after giving  effect to any  adjustment
          which will be required as a result of such  action.  Such notice shall
          be so given in the case of any  action  covered  by clause  (A) or (B)
          above at  least  30 days  prior  to the  record  date for  determining
          holders of the Common  Stock for  purposes  of such action and, in the
          case of any other such  action,  at least 30 days prior to the earlier
          of the  date of the  taking  of such  proposed  action  or the date of
          participation therein by the holders of Common Stock.

               (ii) Adjustment  Notice.  Whenever the Aggregate  Number is to be
          adjusted  pursuant to this Section 6, unless  otherwise  agreed by the
          Holder,  the  Company  shall  promptly  (and in any  event  within  10
          Business  Days after the event  requiring  the  adjustment)  prepare a
          certificate  signed by the chief  financial  officer  of the  Company,
          setting  forth,  in  reasonable   detail,   the  event  requiring  the
          adjustment  and  the  method  by  which  such   adjustment  is  to  be
          calculated.   The  certificate  shall  set  forth,  if  applicable,  a
          description of the basis on which the Board of Directors in good faith
          determined,  as applicable,  the Fair Market Value Per Share, the fair
          market value of any evidences of indebtedness,  shares of stock, other
          securities,  warrants, other subscription or purchase rights, or other
          property or the equitable  nature of any adjustment under Section 6(b)
          or (c) hereof,  the new Aggregate  Number and, if applicable,  any new
          securities  or property to which the Holder is  entitled.  The Company
          shall promptly cause a copy of such certificate to be delivered to the
          Holder.  The Company shall keep at its Principal  Office copies of all
          such certificates and cause the same to be available for inspection at
          said  office  during  normal  business  hours  by  the  Holder  or any
          prospective  purchaser  of the  Warrant  (in  whole  or in part) if so
          designated by the Holder.

SECTION 7. No Dilution or Impairment.  The Company will not, by amendment of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer of assets,  consolidation,  merger, share exchange,  dissolution or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms of this Warrant,  including without  limitation the adjustments
required  under Section 6 hereof,  and will at all times in good faith assist in
the  carrying  out of all such terms and in taking of all such  action as may be
necessary or appropriate to protect the rights of the Holder against dilution or
other  impairment.   Without  limiting  the  generality  of  the  foregoing  and
notwithstanding  any other provision of this Warrant to the contrary  (including
by way of  implication),  the Company (a) will not increase the par value of any
shares of Common Stock  receivable  on the  exercise of this  Warrant  above the
amount payable therefor on such exercise or (b) will take all such action as may
be necessary or  appropriate  so that the Company may validly and legally  issue
fully paid and  nonassessable  shares of Common  Stock on the  exercise  of this
Warrant.

SECTION 8.  Registration  Rights.  This Warrant and the Warrant  Shares shall be
considered  "Registrable  Securities" under the terms of, and as defined in, the
Registration  Rights  Agreement,  and the Holder shall be  considered a "Holder"
under the terms of, and as defined in, the Registration Rights Agreement.

                                       13
<PAGE>

SECTION 9. Transfers of the Warrant.

          (a) Generally.  Subject to the  restrictions set forth in this Section
     9, the Holder may at any time and from time to time  freely  transfer  this
     Warrant and the Warrant Shares in whole or in part.  Every Holder hereof by
     accepting  the  same  agrees  with  the  Company  to  such  provisions  and
     conditions,  and  represents  to the  Company  that this  Warrant  has been
     acquired  and the Warrant  Shares  will be acquired  for the account of the
     Holder for investment and not with a view to or for sale in connection with
     any distribution thereof.

          (b)  Compliance  with  Securities  Laws.  The Holder  agrees  that the
     Warrant and the  Warrant  Shares may not be sold or  otherwise  disposed of
     except pursuant to an effective registration statement under the Securities
     Act and  applicable  state  securities  laws or pursuant  to an  applicable
     exemption from the registration requirements of the Securities Act and such
     state  securities laws. In the event that the Holder transfers this Warrant
     or  the  Warrant   Shares   pursuant  to  an  applicable   exemption   from
     registration,  the  Company  may  request,  at its  expense,  an opinion of
     counsel that the proposed  transfer does not violate the Securities Act and
     applicable state securities laws.

          (c) Restrictive  Securities  Legend. For so long as the Warrant Shares
     have  not  been  registered  under  the  Securities  Act  pursuant  to  the
     Registration Rights Agreement,  the certificate  representing the shares of
     Common  Stock  issued  upon the  exercise  of the  Warrant  shall  bear the
     restrictive legends set forth below:

          "The shares  represented by this  certificate have not been registered
          under the Securities Act of 1933, as amended,  or the securities  laws
          of any  State  and may not be sold or  otherwise  disposed  of  except
          pursuant to an  effective  registration  statement  under such Act and
          applicable   State  securities  laws  or  pursuant  to  an  applicable
          exemption  from  the  registration  requirements  of such Act and such
          laws."


SECTION 10. Representations, Warranties and Covenants.

     The Company hereby represents, warrants and covenants to the Holder that so
long as Holder holds the Warrant or any Warrant Shares:

          (a)  Securities  Filings  and Other  Information.  The  Company  shall
     deliver to the Holder,  promptly upon their becoming available,  copies of:
     (i) all regular and periodic  reports and all  registration  statements and
     prospectuses,  if any, filed by the Company or any of its Subsidiaries with
     any securities  exchange or with the Securities and Exchange Commission and
     (ii) all press releases and other  statements made available by the Company
     or any of its  Subsidiaries  to the public  concerning  developments in the
     business of any such Person.

          (b) Reservation of Shares.  The Company shall at all times reserve and
     keep available out of the aggregate of its authorized but unissued  shares,

                                       14
<PAGE>

     free of preemptive  rights,  such number of its duly  authorized  shares of
     Common Stock as shall be  sufficient  to enable the Company to issue Common
     Stock upon exercise of the Warrant.

          (c) Certain  Amendments.  The Company will not, and will not permit or
     cause  any  of  its  Subsidiaries  (to  the  extent  the  Company  has  any
     Subsidiaries  after  the  Closing  Date) to amend,  modify  or  change  any
     provision of its articles or  certificate of  incorporation,  bylaws or the
     terms of any  class or  series  of its  Capital  Stock to the  extent  such
     amendment,  modification  or change would have a  disproportionate  adverse
     effect on the Holder as compared to any other holder of the Common Stock of
     the Company and directly or indirectly, create or otherwise cause or suffer
     to exist or become  effective any restriction or encumbrance on the ability
     of the Company and any such  Subsidiaries  to perform and comply with their
     respective obligations under the Warrant.

          (d) Limitation on Certain Restrictions. The Company will not, and will
     not permit or cause any of its  Subsidiaries (to the extent the Company has
     any Subsidiaries after the Closing Date) to, directly or indirectly, create
     or otherwise  cause or suffer to exist or become  effective any restriction
     or encumbrance on the ability of the Company and any such  Subsidiaries  to
     perform and comply with their respective obligations under this Warrant.

SECTION 11. Events of Non-Compliance and Remedies.

          (a) Events of  Non-Compliance.  If the Company fails to keep and fully
     and promptly perform and observe in all material respects any of the terms,
     covenants or representations  contained or referenced herein within 30 days
     from the earlier to occur of (A) written notice from the Holder  specifying
     what  failure has  occurred,  or  requesting  that a  specified  failure be
     remedied or (B) an executive  officer of the Company becoming aware of such
     failure,  other than failure to deliver the financial  statements  required
     under Section 10(a)(i) and (ii) (an "Event of Non-Compliance"),  the Holder
     shall be entitled to the remedies set forth in subsection (b) hereof.

          (b)  Remedies.  On the  occurrence of an Event of  Non-Compliance,  in
     addition  to any  remedies  the Holder may have  under  applicable  law the
     Holder may bring any action for injunctive  relief or specific  performance
     of any term or covenant contained herein, the Company hereby  acknowledging
     that an  action  for money  damages  may not be  adequate  to  protect  the
     interests of the Holder hereunder.

SECTION 12. Definitions.

     As used herein,  in addition to the terms  defined  elsewhere  herein,  the
following  terms  shall  have the  following  meanings.  Capitalized  terms  not
appearing below and not otherwise defined herein shall have the meaning ascribed
to them in the Credit Agreement.

     "Aggregate Number" has the meaning set forth in the Preamble.

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

                                       15
<PAGE>

     "Capital Stock" means (i) with respect to any Person that is a corporation,
any and all shares, interests or equivalents in capital stock (whether voting or
nonvoting,  and whether common or preferred) of such corporation,  and (ii) with
respect  to any  Person  that is not a  corporation,  any  and all  partnership,
membership,  limited  liability company or other equity interests of such Person
that  confer on a Person the right to receive a share of the  profits and losses
of, or the distribution of assets of, the issuing Person;  and in each case, any
and all warrants, rights or options to purchase any of the foregoing.

     "Certificate of Incorporation" means, as to a Person, unless the context in
which it is used shall otherwise  require,  the Certificate of Incorporation (or
equivalent or similar  organizational  documents) of such Person as in effect on
the Closing Date.

     "Commencement Date" has the meaning set forth in the Preamble.

     "Commission"  means the Securities  and Exchange  Commission or any similar
agency then having jurisdiction to enforce the Securities Act.

     "Common Stock" has the meaning set forth in the Preamble.

     "Company" has the meaning set forth in the Preamble.

     "Convertible  Securities" means evidences of indebtedness,  shares of stock
or other securities  (including,  but not limited to options and warrants) which
are directly or indirectly  convertible,  exercisable or  exchangeable,  with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock,  either  immediately  or upon the onset of a specified date or the
happening of a specified event.

     "Credit  Agreement"  means that certain Credit  Agreement dated as of April
17, 2002 by and among the Company, Bank of America,  N.A., as Lender and Issuing
Bank,  and Bank of America,  N.A., as agent for the Lenders,  as the same may be
amended, supplemented or otherwise modified from time to time.

     "Distribution" has the meaning set forth in Section 6(a)(ii).

     "Election to Purchase" has the meaning set forth in Section 2(a).

     "Event of Non-Compliance" has the meaning set forth in Section 11(a).

     "Exempt Issuances" has the meaning set forth in Section 6.

     "Exercise Amount" has the meaning set forth in Section 2(a).

     "Exercise Price" has the meaning set forth in the Preamble.

     "Expiration Date" has the meaning set forth in the Preamble.

                                       16
<PAGE>

     "Fair Market Value" means,  with respect to the shares of Common Stock, (a)
if the shares are listed or  admitted  for  trading on any  national  securities
exchange or included in The Nasdaq National  Market or Nasdaq  SmallCap  Market,
the last reported sales price as reported on such exchange or Market; (b) if the
shares  are not  listed or  admitted  for  trading  on any  national  securities
exchange or included in The Nasdaq National  Market or Nasdaq  SmallCap  Market,
the average of the last reported  closing bid and asked quotation for the shares
as  reported  on  the  National  Association  of  Securities  Dealers  Automated
Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such
information;  (c) if the shares are not listed or  admitted  for  trading on any
national securities exchange or included in The Nasdaq National Market or Nasdaq
SmallCap  Market or quoted by NASDAQ or a similar  service,  the  average of the
last reported bid and asked quotation for the shares as quoted by a market maker
in the  shares  (or if there is more than one  market  maker,  the bid and asked
quotation shall be obtained from two market makers and the average of the lowest
bid and  highest  asked  quotation).  In the  absence  of any  available  public
quotations for the Common Stock,  the Board of Directors shall determine in good
faith the Fair Market Value of the Common Stock,  which  determination  shall be
set forth in a certificate by the Secretary of the Company.

     "Fully Diluted" means,  with respect to the Common Stock as of a particular
time  (taking  into  account  the  transaction  in  respect  of which the "Fully
Diluted"  basis  is  being  calculated  at  such  time),  the  total  number  of
outstanding shares of Common Stock as of such time as determined by treating all
outstanding in-the-money and then exercisable options, warrants and other rights
for the purchase or other  acquisition  of Common Stock as having been exercised
and by treating all outstanding in-the-money Convertible Securities which at the
time of such calculation may be converted as having been so converted.

     "Governmental  Authority" means the government of any nation,  state, city,
locality or other  political  subdivision  of any thereof,  any entity or person
exercising   executive,   legislative,   judicial,   arbitral,   regulatory   or
administrative   functions  of  or  pertaining  to  government,   regulation  or
compliance.

     "Holder" or "Holders" means any holder of an interest in the Warrant or the
outstanding Warrant Shares.

     "Limited  Waiver and  Amendment"  means  that  certain  Limited  Waiver and
Amendment dated as of August 24, 2001 by and among the Company,  the Trustee and
the holders of the  Subordinated  Notes and the Preferred Stock, as the same may
be amended, supplemented or otherwise modified from time to time.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
assets, business, properties,  operations, condition (financial or otherwise) or
prospects of the  Company,  individually,  or the Company and its  Subsidiaries,
taken as a whole,  (ii) the ability of the  Company to perform  its  obligations
under this  Warrant  or the  Credit  Agreement  or (iii) the  legality,  binding
effect, validity or enforceability of any of this Warrant.

                                       17
<PAGE>

     "Outstanding  Common  Stock"  of  the  Company  means,  as of the  date  of
determination, the sum (without duplication) of the following: (a) the number of
shares of Common Stock then  outstanding at the date of  determination,  (b) the
number of shares of Common Stock then  issuable upon the exercise of the Warrant
(as such number of shares may be adjusted  pursuant to the terms hereof) and (c)
the  number of shares  of  Common  Stock  then  issuable  upon the  exercise  or
conversion of Convertible  Securities and any warrants,  options or other rights
to  subscribe  for or  purchase  Common  Stock or  Convertible  Securities  (but
excluding  any  unvested  options and  securities  not then  exercisable  for or
convertible into Common Stock).

     "Person" means any  individual,  firm,  corporation,  partnership,  limited
liability company,  joint venture,  incorporated or unincorporated  association,
joint stock company,  Governmental  Authority,  or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.

     "Preferred Stock" means the Company's Series G Preferred Stock, $0.0001 par
value per share,  or any other class of preferred stock for which such preferred
stock is exchanged.

     "Principal  Office"  means the Company's  principal  office as set forth in
Section 20 hereof or such other  principal  office of the  Company in the United
States of  America  the  address of which  first  shall have been set forth in a
notice to the Holder.

     "Registration  Rights  Agreement"  means that certain  Registration  Rights
Agreement of even date herewith, by and among the Company and the Lenders.

     "Regulatory Requirement" has the meaning set forth in Section 5(c).

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
similar federal  statute,  and the rules and regulations  thereunder as the same
shall be in effect at the time.

     "Stock Combination" has the meaning set forth in Section 6(a)(i)(C).

     "Stock Dividend" has the meaning set forth in Section 6(a)(i)(A).

     "Stock Subdivision" has the meaning set forth in Section 6(a)(i)(B).

     "Subordinated  Notes" means the Increasing Rate Senior  Subordinated  Notes
Due 2006 of the Company issued pursuant to that certain  Indenture,  dated March
19, 1998, by and among the Company, State Street Bank and Trust Company, N.A., a
national banking association, as trustee, and the holders of such notes.

     "Subsidiary(ies)"  means,  with  respect  to  any  Person,  a  corporation,
partnership,  limited liability company or other entity of which shares of stock
or other ownership  interests  having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the happening
of a  contingency)  to  elect a  majority  of the  board of  directors  or other

                                       18
<PAGE>

managers of such corporation, partnership or other entity are at the time owned,
or the  management  of which is  otherwise  controlled,  directly or  indirectly
through one or more intermediaries, or both, by such Person.

     "Warrant" has the meaning set forth in Section 1(a).

     "Warrant  Shares"  means (a) the shares of Common  Stock issued or issuable
upon  exercise of this  Warrant in  accordance  with its terms and (b) all other
shares of the Company's  capital stock issued with respect to such shares by way
of stock dividend,  stock split or other  reclassification or in connection with
any merger,  consolidation,  recapitalization or other reorganization  affecting
the Company's capital stock.

SECTION 13.  Survival of  Provisions.  Notwithstanding  the full exercise by the
Holder of its rights to purchase  Common  Stock  hereunder,  the  provisions  of
Sections  5(c),  5(d) and 11  through  24 of this  Warrant  shall  survive  such
exercise and the Expiration Date.

SECTION 14.  Delays,  Omissions and  Indulgences.  It is agreed that no delay or
omission to exercise any right,  power or remedy accruing to the Holder upon any
breach or default of the Company under this Warrant shall impair any such right,
power or remedy,  nor shall it be construed to be a waiver of any such breach or
default, or any acquiescence  therein, or of or in any similar breach or default
thereafter  occurring;  nor shall any waiver of any single  breach or default be
deemed a waiver  of any  other  breach  or  default  theretofore  or  thereafter
occurring.  It is further agreed that any waiver, permit, consent or approval of
any kind or character on the Holder's  part of any breach or default  under this
Warrant,  or any waiver on the Holder's part of any  provisions or conditions of
this  Warrant  must be in  writing  and that all  remedies,  either  under  this
Warrant, or by law or otherwise afforded to the Holder,  shall be cumulative and
not alternative.

SECTION 15. Rights of  Transferees.  Subject to Section 8, the rights granted to
the Holder  hereunder of this Warrant  shall pass to and inure to the benefit of
all subsequent  transferees of all or any portion of the Warrant  (provided that
the Holder and any  transferee  shall hold such  rights in  proportion  to their
respective  ownership  of the  Warrant and Warrant  Shares)  until  extinguished
pursuant to the terms hereof.

SECTION  16.  Captions.  The  titles  and  captions  of the  Sections  and other
provisions of this Warrant are for  convenience of reference only and are not to
be considered in construing this Warrant.

SECTION 17. Notices. All notices,  demands and other communications provided for
or permitted  hereunder  shall be made in writing and shall be by  registered or
certified  first-class  mail,  return  receipt  requested,  telecopy,  overnight
courier service or personal delivery:

                                       19
<PAGE>

      (a)   if to the Company:

                  Headway Corporate Resources, Inc.
                  317 Madison Avenue, 3rd Floor
                  New York, New York  10017
                  Attention: Ms. Philicia G. Levinson, Senior Vice President
                  and Chief Financial Officer
                  Telephone:  (212) 672-6661
                  Telefacsimile:    (212) 672-6699

                  with a copy to:

                  Salans Hertzfeld Heilbronn Christy & Viener
                  Rockefeller Center
                  620 Fifth Avenue
                  New York, New York 10020-2457
                  Attention: Richard B. Salomon, Esq.
                  Telephone: (212) 632-5500
                  Telefacsimile: (212) 632-5555

            (b)   if to the Holder:

                  Bank of America, N.A.
                  Bank of America Agency Services
                  901 Main St.
                  Dallas, Texas 75202-3714
                  Attention: Diana Lopez
                  Telephone: (214) 209-2138
                  Telefacsimile:    (214) 209-2515

                  with copies to:

                  Banc of America Strategic Solutions, Inc.
                  1101 Wootton Parkway
                  Third Floor
                  Rockville, Maryland 20852-1059
                  Attention: Michael Heredia
                  Telephone: (301) 517-3234
                  Telefacsimile: (301) 517-3236

                  and:

                  O'Melveny & Myers LLP
                  153 East 53rd Street, 54th Floor
                  New York, New York  10022-4611
                  Attention: Sandeep Qusba and David Kitchen
                  Telephone: (212) 326-2117
                  Telefacsimile: (213) 326-2061

                                       20
<PAGE>

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  when  delivered by hand,  if  personally  delivered;  when  delivered by
courier,  if delivered by commercial  overnight  courier service;  five Business
Days after being deposited in the mail,  postage  prepaid,  if mailed;  and when
receipt is acknowledged, if telecopied.

SECTION 18. Successors and Assigns. This Warrant shall be binding upon and inure
to the benefit of the parties  hereto and their  respective  successors or heirs
and personal  representatives and permitted assigns;  provided, that the Company
shall  have no right to assign  its  rights,  or to  delegate  its  obligations,
hereunder without the prior written consent of the Holder.

SECTION 19.  Governing  Law.  THIS  WARRANT IS TO BE  CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE STATE OF NEW YORK AND WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

SECTION 20. Jurisdiction, Jury Trial Waiver, Etc.

          (a) THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY AGREE THAT ANY LEGAL
     ACTION OR  PROCEEDING  ARISING OUT OF OR  RELATING  TO THIS  WARRANT MAY BE
     BROUGHT IN THE  COURTS OF THE STATE OF NEW YORK OR OF THE UNITED  STATES OF
     AMERICA FOR THE  SOUTHERN  DISTRICT  OF NEW YORK AND EACH HEREBY  EXPRESSLY
     SUBMITS  TO THE  PERSONAL  JURISDICTION  AND VENUE OF SUCH  COURTS  FOR THE
     PURPOSES  THEREOF AND EXPRESSLY  WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY
     CLAIM THAT SUCH  COURTS ARE AN  INCONVENIENT  FORUM.  THE  COMPANY  AND THE
     HOLDER EACH HEREBY IRREVOCABLY  CONSENT TO THE SERVICE OF PROCESS OF ANY OF
     THE  AFOREMENTIONED  COURTS IN ANY SUCH SUIT,  ACTION OR  PROCEEDING BY THE
     MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
     TO ITS  ADDRESS  SET  FORTH  IN THIS  AGREEMENT,  SUCH  SERVICE  TO  BECOME
     EFFECTIVE 10 DAYS AFTER SUCH MAILING.

          (b) THE COMPANY AND THE HOLDER EACH HEREBY  WAIVES ITS RIGHT TO A JURY
     TRIAL WITH  RESPECT TO ANY ACTION OR CLAIM  ARISING  OUT OF ANY  DISPUTE IN
     CONNECTION  WITH THIS WARRANT,  ANY RIGHTS OR OBLIGATIONS  HEREUNDER OR THE
     PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  THE COMPANY (I) CERTIFIES THAT
     NO  HOLDER  OR  ATTORNEY  OR  OTHER   REPRESENTATIVE   OF  THE  HOLDER  HAS
     REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT THE HOLDER  WOULD NOT, IN THE
     EVENT  OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING  WAIVERS  AND (II)
     ACKNOWLEDGES  THAT THE HOLDER HAS BEEN INDUCED TO PURCHASE THIS WARRANT BY,
     AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

          (c)  FINAL  JUDGMENT  AGAINST  THE  COMPANY,  IN ANY  ACTION,  SUIT OR
     PROCEEDING SHALL BE CONCLUSIVE,  AND MAY BE ENFORCED IN OTHER JURISDICTIONS
     (I) BY SUIT,  ACTION, OR PROCEEDING ON THE CONCLUSIVE  EVIDENCE OF THE FACT

                                       21
<PAGE>

     AND OF THE AMOUNT OF ANY  INDEBTEDNESS  OR LIABILITY OF THE COMPANY THEREIN
     DESCRIBED OR (II) IN ANY OTHER  MANNER  PROVIDED BY OR PURSUANT TO THE LAWS
     OF SUCH OTHER JURISDICTION;  PROVIDED, HOWEVER, THAT ANY STOCKHOLDER MAY AT
     ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDING,  AGAINST THE
     COMPANY  OR ANY OF ITS  PROPERTIES  IN THE STATE OR  FEDERAL  COURTS OF THE
     UNITED  STATES  OR OF  ANY  COUNTRY  OR  PLACE  WHERE  THE  COMPANY  OR ITS
     PROPERTIES MAY BE FOUND.

SECTION 21. Severability. If any one or more of the provisions contained herein,
or the  application  thereof in any  circumstance,  is held invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining  provisions  hereof.  The parties hereto further agree to replace such
invalid,  illegal or  unenforceable  provision of this  Agreement  with a valid,
legal and enforceable  provision that will achieve, to the extent possible,  the
economic,  business and other purposes of such invalid, illegal or unenforceable
provision.

SECTION 22.  Entire  Agreement.  This Warrant,  together  with the  Registration
Rights Agreement and the Credit  Agreement,  contains the entire agreement among
the parties with respect to the subject matter hereof and thereby supercedes all
prior and contemporaneous agreements or understandings with respect thereto.

SECTION 23.  Headings.  The  headings in this  Warrant  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 24. No Strict Construction.  The Company and the Holder each acknowledge
that they have been  represented by counsel in connection  with this Warrant and
the Credit Agreement.  The Company and the Holder have  participated  jointly in
the  negotiation  and  drafting of this  Warrant.  In the event an  ambiguity or
question of intent or interpretation  arises under any provision of this Warrant
or the Credit  Agreement,  this Warrant shall be construed as if drafted jointly
by the  parties  thereto,  and no  presumption  or burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions of this Warrant.


            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       22
<PAGE>


     IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be issued and
executed in its corporate  name by its duly  authorized  officers as of the date
below written.


DATED:                              HEADWAY CORPORATE RESOURCES, INC.
      ------------------



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




ATTEST:


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

                                       23
<PAGE>


                                                                       EXHIBIT A

                               NOTICE OF EXERCISE


To:
      ------------------------
      ------------------------
      ------------------------

     1. The  undersigned,  pursuant to the  provisions of the attached  Warrant,
hereby elects to exercise this Warrant with respect to ________ shares of Common
Stock (the "Exercise Amount").  Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

     2.  The  undersigned  herewith  tenders  payment  for  such  shares  in the
following  manner  (please  check type,  or types,  of payment and  indicate the
portion of the Exercise Price to be paid by each type of payment):

                              _____ Exercise for Cash
                              _____ Forgiveness of Obligations owing to
                                    Holder in the amount of the Exercise Price
                              _____ Cashless Exercise

     3. Please  issue a  certificate  or  certificates  representing  the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:

                                          --------------------------------------
                                          (Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:

                                          --------------------------------------
                                          (Address of Record Holder/Transferee)

     4. The undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

     5. If the  Exercise  Amount is less than all of the shares of Common  Stock
purchasable  hereunder,  please issue a new warrant  representing  the remaining
balance of such shares, as follows:

<PAGE>

                                          --------------------------------------
                                          (Name of Record Holder/Transferee)

and deliver such warrant to the following address:

                                          --------------------------------------
                                          (Address of Record Holder/Transferee)



                                          --------------------------------------
                                          (Signature)

-------------------------------
(Date)


                                       2