Exhibit 4.5
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025

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:  September 7, 2001                     Certificate No. ______

     THIS  IS  TO  CERTIFY  that  ____________________________________  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 $3.05 per share  (the  "Exercise
Price"),  at any time  after  January  2, 2002  (the  "Commencement  Date")  and
expiring  on the  later of (a)  January  2,  2007 and (b) the date on which  all
principal,  premiums  (if any) and interest on the  Subordinated  Notes has been
indefeasibly  paid in full and all of the  Preferred  Stock has been redeemed or
converted (the "Expiration Date"), _____________________________________________
(_______)  shares 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.

     Notwithstanding  the foregoing,  this Warrant shall be canceled,  and of no
further force and effect:  (a) as of the Commencement  Date, if all Payments (as
defined  in the  Limited  Waiver  and  Amendment)  accrued  on and  prior to the
Commencement  Date have been paid in full in cash by the Commencement  Date; and
(b) immediately,  upon the Company obtaining the Common Stockholder Approval (as
defined in the Limited Waiver and Amendment).

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

SECTION 1. The Warrant; Transfer and Exchange.


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     (a) The Warrant.  This Common Stock  Purchase  Warrant (the  "Warrant")  is
issued under and pursuant to the Limited Waiver and Amendment.  This 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;  shall  survive
any  termination  of the Limited  Waiver and  Amendment;  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,
regardless  of whether the Holder  retains  any or all rights  under the Limited
Waiver and Amendment.

     (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) by  surrender  to the
Company of Subordinated  Notes in an aggregate amount  (including  principal and
interest accrued thereon) equal to the Exercise Price, (iii) by surrender to the
Company of Preferred Stock with an aggregate liquidation  preference and accrued
but unpaid dividends equal to the Exercise Price (it being understood and agreed
that any Preferred Stock so surrendered  will be retired by the Company pursuant
to Section 12 of the Certificate of Designations) or (iv) 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.

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     (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 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.

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<PAGE>

     (a) Reservation of Authorized  Common Stock. 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 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 any nature whatsoever other than
such security interests, encumbrances and claims granted by the Holder.

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 holders of the Subordinated Notes
and the Preferred  Stock pursuant to the Limited  Waiver and Amendment,  (b) 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

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<PAGE>

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 (c) 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

               (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,

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<PAGE>

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
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.

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     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 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

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     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.

     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.

                                       8
<PAGE>

          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.

          (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

                                       9
<PAGE>

          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)  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.

                                       10
<PAGE>


     (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 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

                                       11
<PAGE>

     "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  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

                                       12
<PAGE>

     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.

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:

                                       13
<PAGE>

          "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) Financial  Statements and Other Information.  The Company shall deliver
to the  Holder,  at any time  that the  Company  is not  subject  to the  public
reporting requirements of the Exchange Act in the case of (i) and (ii):

          (i) Quarterly Financials. As soon as available and in any event within
     45 days after the end of each  fiscal  quarter,  the  consolidated  balance
     sheet of the  Company  and its  Subsidiaries  as at the end of such  fiscal
     quarter and the related  consolidated  statements of income,  shareholders'
     equity and cash flow for such  fiscal  quarter  and for the period from the
     beginning  of the  then  current  fiscal  year to the  end of  such  fiscal
     quarter, setting forth in each case comparisons to the annual budget and to
     the corresponding period in the preceding year, prepared in accordance with
     GAAP  (subject  to the  absence of notes  required  by GAAP and  subject to
     normal  year-end  adjustments),  applied  on a basis  consistent  with that
     applied in the preceding quarter or containing  disclosure of the effect on
     the  financial  condition  or  results of  operations  of any change in the
     application of accounting principles and practices during such quarter.

          (ii) Year-End Financials. As soon as available and in any event within
     90 days after the end of each fiscal  year,  (i) the  consolidated  balance
     sheet of the  Company and its  Subsidiaries  as at the end of such year and
     the related  consolidated  statements of income,  shareholders'  equity and
     cash flow for such fiscal year,  setting forth in each case  comparisons to
     the annual budget and to the preceding  fiscal year, and (ii) a report with
     respect to the financial  statements  from a "big five"  accounting firm or
     other firm reasonably  acceptable to the Required  Warrant Holders selected
     by the  Company,  which  report  shall  state  that (A)  such  consolidated
     financial statements present fairly the consolidated  financial position of
     the Company and its  Subsidiaries as at the dates indicated and the results
     of their  operations and cash flow for the periods  indicated in conformity
     with GAAP  applied on a  consistent  basis with prior  years or  containing
     disclosure  of  the  effect  on  the  financial  condition  or  results  of
     operations of any change in the  application  of accounting  principles and
     practices during such year and (B) that the examination by such accountants
     in connection with such consolidated  financial statements has been made in
     accordance with generally accepted auditing standards.

          (iii) SEC Filings and Press  Releases.  Promptly  upon their  becoming
     available,  copies  of:  (A)  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 Commission

                                       14
<PAGE>

     and (B) 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,  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 Limited Waiver and Amendment.

                                       15
<PAGE>

     "Affiliate"  means,  with  respect to any Person,  a Person (a) directly or
indirectly  controlling,  controlled  by, or under  common  control  with,  such
Person,  (b) directly or indirectly  owning or holding ten percent (10%) or more
of any Equity  Interest in such Person or (c) ten percent (10%) or more of whose
voting stock or other Equity Interest is directly or indirectly owned or held by
such  Person.  For  purposes  of  this  definition,  "control"  (including  with
correlative meanings, the terms "controlling,"  controlled by" and "under common
control with") means the  possession,  directly or  indirectly,  of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether through the ownership of voting securities, by contract or otherwise.

     "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.

     "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  Designations"  means  the  Certificate  of  Designations,
Preferences and Rights of the Company's  Series F Preferred  Stock,  $0.0001 par
value, which amended the Company's  Certificate of Incorporation as of March 19,
1998, the Certificate of  Designations,  Preferences and Rights of the Company's
Series G  Preferred  Stock,  $0.0001  par value,  which  amended  the  Company's
Certificate of  Incorporation  as of September 7, 2001,  and the  Certificate of
Designations, Preferences and Rights of any other Preferred Stock.

      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

                                       16
<PAGE>

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.

     "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.

     "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

                                       17
<PAGE>

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, the Limited Waiver and Amendment,  the Subordinated Notes or
the  Preferred  Stock,  or (iii)  the  legality,  binding  effect,  validity  or
enforceability  of any of this Warrant,  the Limited Waiver and  Amendment,  the
Subordinated Notes or the Preferred Stock.

     "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 F Preferred Stock, $0.0001 par
value per share, 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,  dated as of March 19, 1998, by and among the Company and the holders
of the Preferred Stock.

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

                                       18
<PAGE>

     "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.

     "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.

     "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).

     "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
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.

                                       19
<PAGE>

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:

     (a) if to the Company:

                  Headway Corporate Resources, Inc.
                  850 Third Avenue
                  New York, New York 10022
                  Attention:  Barry Roseman
                  Fax No.:  (212) 508-3540

                  with a copy to:

                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                     125 West 55th Street
                     New York, New York 10019-5389
                     Attention:  Jeff Schweon, Esq.
                     Fax No.:  (212) 424-8500

     (b) if to the Holder:

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

     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.

                                       20
<PAGE>

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 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 COURT 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

                                       21
<PAGE>

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 Limited  Waiver and  Amendment,  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 Limited Waiver and Amendment.  The Company and the Holder have  participated
jointly in the  negotiation  and drafting of this Warrant and the Limited Waiver
and Amendment. In the event an ambiguity or question of intent or interpretation
arises under any provision of this Warrant or the Limited  Waiver and Amendment,
this  Warrant or the  Limited  Waiver and  Amendment  (as  applicable)  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 or the Limited  Waiver and
Amendment.

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


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



[CORPORATE SEAL]                    By:
                                       ---------------------------------
                                    Name:
                                    Title:




ATTEST:


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

                                       22
<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
                  ______  Exercise for Surrender of Subordinated Notes
                  ______  Exercise for Surrender of Preferred Stock
                  ______  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:

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

<PAGE>


and deliver such warrant to the following address:

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



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

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