<PAGE>   1
                                                                   EXHIBIT 4.23


                                                                EXECUTION COPY



                             THE CERPLEX GROUP, INC.


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

                     AMENDED AND RESTATED WARRANT AGREEMENT

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



                            DATED AS OF APRIL 9, 1997







                              WARRANTS TO PURCHASE
                             SHARES OF COMMON STOCK
<PAGE>   2
                               TABLE OF CONTENTS
                         (Not a Part of the Agreement)

<TABLE>
<CAPTION>
                                                                                PAGE

<S>                                                                             <C>
      1.    FORM, EXECUTION AND TRANSFER OF WARRANT
            CERTIFICATES.....................................................     2
            1.1   Form of Warrant Certificates...............................     2
            1.2   Execution of Warrant Certificates; Registration Books etc..     2
            1.3   Transfer, Split Up, Combination and Exchange of Warrant
                  Certificates; Lost or Stolen Warrant Certificates..........     4
            1.4   Subsequent Issuance of Warrant Certificates................     4

      2.    EXERCISE OF WARRANTS;  PAYMENT OF PURCHASE PRICE.................     5
            2.1   Exercise of Warrants.......................................     5
            2.2   Issuance of Common Stock...................................     5
            2.3   Unexercised Warrants.......................................     6
            2.4   Cancellation and Destruction of Warrant Certificates.......     6
            2.5   Cancellation of Warrants...................................     6

      3.    REPRESENTATIONS AND COVENANTS OF THE COMPANY.....................     6
            3.1   Representations and Warranties.............................     6
            3.2   Reservation of Common Stock................................     7
            3.3   Common Stock to be Duly Authorized and Issued, Fully Paid  
                  and Nonassessable..........................................     7
            3.4   Transfer Taxes.............................................     7
            3.5   Common Stock Record Date...................................     8
            3.6   Financial and Business Information.........................     8

      4.    ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES
            OF COMMON STOCK ISSUABLE PER WARRANT.............................    10
            4.1   Mechanical Adjustments.....................................    10
            4.2   Fractional Shares..........................................    20
            4.3   Special Agreements of the Company..........................    20

      5.    INTERPRETATION OF THIS AGREEMENT.................................    21
            5.1   Terms Defined..............................................    21
            5.2   Directly or Indirectly.....................................    25
            5.3   Section Headings and Table of Contents and Construction....    25
            5.4   Governing Law..............................................    25

      6.    MISCELLANEOUS....................................................    25
            6.1   Communications.............................................    25
            6.2   Reproduction of Documents..................................    27
            6.3   Survival...................................................    27
            6.4   Successors and Assigns.....................................    27
</TABLE>


                                        i
<PAGE>   3
<TABLE>
<S>                                                                             <C>
            6.5   Amendment and Waiver.....................................      27
            6.6   Right of Action..........................................      28
            6.7   Expenses.................................................      28
            6.8   Filings..................................................      28
            6.9   Entire Agreement.........................................      29
            6.10  Term.....................................................      29
            6.11  Duplicate Originals, Execution in Counterpart............      29
</TABLE>



Annex 1     --     Information as to Holders

Exhibit A   --     Form of Warrant Certificate
Exhibit B   --     Determination of Fair Market Share Price
Exhibit C   --     Confidentiality


                                       ii
<PAGE>   4
                     AMENDED AND RESTATED WARRANT AGREEMENT

      AMENDED AND RESTATED WARRANT AGREEMENT, dated as of April 9, 1997 (as may
be amended from time to time, this "AGREEMENT"), among THE CERPLEX GROUP, INC.,
a Delaware corporation (together with its successors and assigns, the
"COMPANY"), and each of the Persons identified as a Holder in Annex 1
individually, a "HOLDER" and, collectively, the "HOLDERS").

                                    RECITALS:


      A. Certain capitalized terms used in this Agreement have the meanings
assigned to them in Section 5.1 hereof.

      B. In accordance with the FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED
WAIVER (the "FIRST AMENDMENT"), dated as of April 15, 1996 and entered into by
and among the Company, the financial institutions listed on the signature pages
thereof ("LENDERS") and Wells Fargo Bank, National Association, as
administrative agent for the Lenders ("ADMINISTRATIVE AGENT"), under that
certain Credit Agreement dated as of October 12, 1994 (the "CREDIT AGREEMENT"),
by and among, inter alia, the Company, Lenders and Administrative Agent, which
such Credit Agreement was amended by the First Amendment, and in consideration
of certain waivers and amendments set forth in the First Amendment, the Company
issued in the aggregate one hundred twenty-five thousand (125,000) warrants
(individually, an "ORIGINAL WARRANT" and, collectively, the "ORIGINAL WARRANTS")
of the Company to the Lenders, each Original Warrant representing the right to
purchase, upon the terms and subject to the conditions set forth in this
Agreement, and subject to adjustment as set forth herein, one (1) share of
Common Stock.

      C. In accordance with the THIRD AMENDMENT TO CREDIT AGREEMENT (the "THIRD
AMENDMENT"), dated as of April 9, 1997 and entered into by and among the
Company, Lenders and Administrative Agent, and in consideration of certain
amendments set forth in the Third Amendment, the Company has agreed to adjust
the Initial Purchase Price of the Original Warrants.

      D. In accordance with the Third Amendment, the Company has also agreed to
issue in the aggregate an additional seven hundred fifty thousand (750,000)
warrants (individually, an "ADDITIONAL WARRANT" and, collectively, the
"ADDITIONAL WARRANTS") of the Company to the Lenders, each Additional Warrant
representing the right to purchase, upon the terms and subject to the conditions
set forth in this Agreement, and subject to adjustment as set forth herein, one
(1) share of Common Stock.

      E. In connection with the execution of the Third Amendment and this
Agreement, the Company will issue Warrant Certificates evidencing the Additional
Warrants and, within 5 Business Days thereafter, will exchange each Holder's
Warrant


                                        1
<PAGE>   5
Certificates for a single Warrant Certificate evidencing such Holder's Original
Warrants and such Holder's Additional Warrants.

                                   AGREEMENT:

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties to this Agreement hereby agree as follows:

1.    FORM, EXECUTION AND TRANSFER OF WARRANT CERTIFICATES

      1.1   FORM OF WARRANT CERTIFICATES.

      The warrant certificates (individually, a "WARRANT CERTIFICATE" and,
collectively, the "WARRANT CERTIFICATES") evidencing the Warrants, and the forms
of assignment and of election to purchase shares to be attached to such
certificates, shall be substantially in the form set forth in Exhibit A and may
have such letters, numbers or other marks of identification or designation as
may be required to comply with any law or with any rule or regulation of any
governmental authority, stock exchange or self-regulatory organization made
pursuant thereto. Each Warrant Certificate shall be dated as of the date of
issuance thereof by the Company, either upon initial issuance or upon transfer
or exchange, and on its face shall initially entitle the holder thereof to
purchase the number of shares of Common Stock equal to the number of Warrants
represented by such Warrant Certificate at a price per share equal to the
Purchase Price, but the number of such shares and the Purchase Price shall be
subject to adjustment as provided herein.

      1.2   EXECUTION OF WARRANT CERTIFICATES; REGISTRATION BOOKS ETC.

            (a) EXECUTION OF WARRANT CERTIFICATES. The Warrant Certificates
      shall be executed on behalf of the Company by its President, one of its
      Vice Presidents or any other officer of the Company authorized by the
      Board of Directors, which execution shall be attested by the Secretary or
      an Assistant Secretary of the Company. In case any officer of the Company
      who shall have signed any Warrant Certificate shall cease to be such
      officer of the Company before issuance and delivery by the Company of such
      Warrant Certificate, such Warrant Certificate nevertheless may be issued
      and delivered with the same force and effect as though the individual who
      signed such Warrant Certificate had not ceased to be such officer of the
      Company, and any Warrant Certificate may be signed on behalf of the
      Company by any individual who, at the actual date of the execution of such
      Warrant Certificate, shall be a proper officer of the Company to sign such
      Warrant Certificate, although at the date of the execution of this
      Agreement any such individual was not such an officer.

            (b) REGISTRATION BOOKS, ETC. The Company will keep or cause to be
      kept at its office maintained at the address of the Company set forth in
      Section 6.1 hereof, or at such other office of the Company in the United
      States of America of which the Company shall have given notice to each
      holder of Warrant


                                     2
<PAGE>   6
      Certificates, books for registration and transfer of the Warrant
      Certificates issued hereunder. Such books shall show the names and
      addresses of the respective holders of the Warrant Certificates, the
      registration number and the number of Warrants evidenced on its face by
      each of the Warrant Certificates and the date of each of the Warrant
      Certificates. Every holder of a Warrant Certificate by accepting the same
      consents and agrees with the Company and with every other holder of a
      Warrant Certificate that:

                  (i) the Warrant Certificates are transferable only on the
            registry books of the Company if surrendered at the office of the
            Company referred to in this Section 1.2(b), duly endorsed or
            accompanied by an instrument of transfer (substantially in the form
            attached to Exhibit A); and

                  (ii) the Company may deem and treat the Person in whose name
            each Warrant Certificate is registered as the absolute owner thereof
            and of the Warrants evidenced thereby (notwithstanding any notations
            of ownership or writing on the Warrant Certificates made by anyone
            other than the Company) for all purposes whatsoever, and the Company
            shall not be affected by any notice to the contrary.

            (c) ACQUISITION FOR INVESTMENT. Each Holder represents that it is
      acquiring the Warrants for its own account for investment and not with a
      view to any resale or distribution thereof, within the meaning of the
      Securities Act, but without prejudice to its right at all times to sell or
      otherwise dispose of all or any part of the Warrants or the shares of
      Common Stock issuable upon the exercise of such Warrant under a
      registration statement filed under the Securities Act or in a transaction
      exempt from the registration requirements of the Securities Act. Each
      Holder agrees that each outstanding Warrant Certificate (and each
      certificate representing a share or shares of Common Stock issued upon the
      exercise of a Warrant) which it owns shall, unless the Securities
      represented by such certificate have been registered or have been sold in
      accordance with Rule 144 (or any successor regulation thereto) under the
      Securities Act, bear an endorsement reading substantially as follows:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  any state securities law. These securities may not be sold,
                  transferred, pledged or hypothecated in any transaction unless
                  first registered under such laws or unless such transaction is
                  exempt from the registration requirements of such laws. The
                  securities represented by this certificate are subject to
                  certain market holdback provisions set forth in that certain
                  registration rights agreement dated November 19, 1993, as


                                        3
<PAGE>   7
                  amended, among The Cerplex Group, Inc. and
                  the other parties thereto.

      1.3   TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF WARRANT
            CERTIFICATES; LOST OR STOLEN WARRANT CERTIFICATES.

            (a) TRANSFER, SPLIT UP, ETC. Any Warrant Certificate, with or
      without other Warrant Certificates, may be transferred, split up, combined
      or exchanged for another Warrant Certificate or Warrant Certificates,
      entitling the registered holder or transferee thereof to purchase a like
      number of shares of Common Stock as the Warrant Certificate or Warrant
      Certificates surrendered then entitled such registered holder to purchase.
      Any registered holder desiring to transfer, split up, combine or exchange
      any Warrant Certificate shall make such request in writing delivered to
      the Company, and shall surrender the Warrant Certificate or Warrant
      Certificates to be transferred, split up, combined or exchanged at the
      office of the Company referred to in Section 1.2(b) hereof, whereupon the
      Company shall deliver promptly to the Person entitled thereto a Warrant
      Certificate or Warrant Certificates, as the case may be, as so requested.
      Each holder of Warrants after any such transfer or exchange shall, by its
      acceptance of the Warrants and Warrant Certificates being so transferred,
      be deemed to have agreed to the terms and provisions of confidentiality
      set forth on Exhibit C.

            (b) LOSS, THEFT, ETC. Upon receipt of written notice from the holder
      of any Warrant Certificate of the loss, theft, destruction or mutilation
      of such Warrant Certificate and, in the case of any such loss, theft or
      destruction, upon receipt of such holder's unsecured indemnity agreement,
      or, in the case of any such mutilation, upon surrender and cancellation of
      such Warrant Certificate, the Company will make and deliver a new Warrant
      Certificate, of like tenor, in lieu of the lost, stolen, destroyed or
      mutilated Warrant Certificate.

      1.4   SUBSEQUENT ISSUANCE OF WARRANT CERTIFICATES.

      Subsequent to their original issuance, no Warrant Certificates shall be
issued except:

            (a) Warrant Certificates issued upon any transfer, combination,
      split up or exchange of Warrants pursuant to Section 1.3(a) hereof;

            (b) Warrant Certificates issued in replacement of mutilated,
      destroyed, lost or stolen Warrant Certificates pursuant to Section 1.3(b)
      hereof; and

            (c) Warrant Certificates issued pursuant to Section 2.3 hereof upon
      the partial exercise of any Warrant Certificate to evidence the
      unexercised portion of such Warrant Certificate.


                                        4
<PAGE>   8
2.    EXERCISE OF WARRANTS;  PAYMENT OF PURCHASE PRICE

      2.1   EXERCISE OF WARRANTS.

            (a) PURCHASE PRICE PAYMENT UPON EXERCISE. At any time on or after
      the Effective Date and prior to 5:00 p.m. (Los Angeles, California time)
      on the Termination Date, the holder of any Warrant Certificate may
      exercise the Warrants evidenced thereby in whole or in part, by surrender
      of such Warrant Certificate, with an election to purchase (a form of which
      is attached as part of the form of Warrant Certificate attached as Exhibit
      A) attached thereto duly executed, to the Company at its office referred
      to in Section 1.2(b) hereof, together with payment of the Purchase Price,
      payable as set forth below in this Section 2. 1, for each share of Common
      Stock as to which the Warrants are exercised. The Purchase Price shall be
      (i) payable in cash, by certified or official bank check payable to the
      order of the Company or by wire transfer of immediately available funds to
      the account of the Company or (ii) satisfied by the delivery of Warrant
      Certificates to the Company for cancellation in accordance with the
      formula set forth in Section 2.1 (b).

            (b) NET EXERCISE PRICE. In lieu of any holder of a Warrant
      Certificate exercising the Warrants (or any portion thereof) evidenced by
      such Warrant Certificate for cash, as contemplated by Section 2.1 (a),
      such holder may, in connection with such exercise, elect to receive shares
      of Common Stock equal to the product of (i) the number of shares of Common
      Stock issuable upon such exercise of such Warrant Certificate (or, if only
      a portion of such Warrant Certificate is being exercised, issuable upon
      the exercise of such portion) multiplied by (ii) a fraction, the numerator
      of which is the Market Price per share of Common Stock at the time of such
      exercise minus the Purchase Price per share of Common Stock at the time of
      such exercise, and the denominator of which is the Market Price per share
      of Common Stock at the time of such exercise.

      2.2   ISSUANCE OF COMMON STOCK.

            Upon timely receipt on or after the Effective Date of a Warrant
Certificate, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for each of the shares to be purchased in the
manner provided in Section 2.1 hereof and an amount equal to any applicable
transfer tax (if not payable by the Company as provided in Section 3.4 hereof),
the Company shall thereupon promptly cause certificates for the number of whole
shares of Common Stock then being purchased to be delivered to or upon the order
of the registered holder of such Warrant Certificate, registered in such name or
names as may be designated by such holder, and, promptly after such receipt
deliver the cash, if any, to be paid in lieu of fractional shares pursuant to
Section 4.2 hereof to or upon the order of the registered holder of such Warrant
Certificate.


                                        5
<PAGE>   9
      2.3   UNEXERCISED WARRANTS.

      In case the registered holder of any Warrant Certificate shall exercise
less than all the Warrants evidenced thereby, a new Warrant Certificate
evidencing Warrants equal in number to the number of Warrants remaining
unexercised shall be issued by the Company to the registered holder of such
Warrant Certificate or to its duly authorized assigns.

      2.4   CANCELLATION AND DESTRUCTION OF WARRANT CERTIFICATES.

      All Warrant Certificates surrendered to the Company for the purpose of
exercise, exchange, substitution or transfer shall be cancelled by it, and no
Warrant Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall cancel
and retire any other Warrant Certificates purchased or acquired by the Company
otherwise than upon the exercise thereof.

      2.5   CANCELLATION OF WARRANTS.

      [INTENTIONALLY OMITTED]

3.    REPRESENTATIONS AND COVENANTS OF THE COMPANY

      3.1   REPRESENTATIONS AND WARRANTIES.

            (a)   CORPORATE AUTHORITY.  The Company has the corporate power and
authority to:

            (i) authorize, execute, deliver and enter into this Agreement and
      the Warrant Certificates;

            (ii) issue and sell the Warrants;

            (iii) perform its obligations under this Agreement and the Warrants;

            (iv) authorize, execute, deliver, issue and sell the shares of the
      Common Stock issuable upon exercise of the Warrants.

            (b) ENFORCEABILITY OF OBLIGATIONS. This Agreement and the Warrant
Certificates have been duly authorized, executed and delivered by the Company.
This Agreement, the Warrant Certificates and the Warrants constitute the legal,
valid and binding obligations of the Company, enforceable in accordance with
their respective terms, except:

                  (c) as such enforceability may be limited by bankruptcy,
            insolvency or other similar laws affecting the enforceability of
            creditors' rights generally; and


                                        6
<PAGE>   10
                  (d) as such enforceability may be subject to the availability
            of equitable remedies.

      The holders of the Warrants are entitled to the benefits of this
Agreement.

      3.2   RESERVATION OF COMMON STOCK.

      The Company represents and warrants that it has reserved for issuance a
sufficient number of shares of Common Stock to permit the exercise of all the
Warrants, and all other rights, options or warrants exercisable into Common
Stock. The Company covenants and agrees that it will at all times cause to be
reserved and kept available out of its authorized and unissued shares of Common
Stock such number of shares of Common Stock as will be sufficient to permit the
exercise in full of all Warrants outstanding hereunder.

      3.3   COMMON STOCK TO BE DULY AUTHORIZED AND ISSUED, FULLY PAID AND
            NONASSESSABLE.

      The Company covenants and agrees that it will take all such action as may
be necessary to ensure that all shares of Common Stock delivered upon the
exercise of any Warrants, at the time of delivery of the certificates for such
shares, shall be duly and validly authorized and issued and fully paid and
nonassessable, free of any preemptive rights and free of any pledge, security
interest, lien or other encumbrance.

      3.4   TRANSFER TAXES.

      The Company covenants and agrees that it will pay when due and payable any
and all federal and state transfer taxes and charges that may be payable in
respect of

            (a)   the execution and delivery of this Agreement;

            (b)   the initial issuance and delivery of each Warrant Certificate
      hereunder;

            (c) the issuance and delivery of each Warrant Certificate issued in
      exchange for any other Warrant Certificate pursuant to Section 1.3 or
      Section 2.3 hereof; and

            (d) the issuance and delivery of each share of Common Stock issued
      upon the exercise of any Warrant.

The Company shall not, however, be required to

            (i) pay any transfer tax that may be payable in respect of the
      transfer or delivery of Warrant Certificates or the issuance or delivery
      of certificates for shares of Common Stock in a name other than that of
      the registered holder of the


                                        7
<PAGE>   11
      Warrant Certificate evidencing any Warrant surrendered for exercise (any
      such tax being payable by the holder of such Warrant Certificate at the
      time of surrender) or

            (ii) issue or deliver any such certificates referred to in the
      foregoing clause (i) for shares of Common Stock upon the exercise of any
      Warrant until any such tax referred to in the foregoing clause (i) shall
      have been paid.

      3.5   COMMON STOCK RECORD DATE.

      Each Person in whose name any certificate for shares of Common Stock is
issued upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record of the Common Stock represented thereby on, and such
certificate shall be dated, the date upon which the Warrant Certificate
evidencing such Warrants was duly surrendered with an election to purchase
attached thereto duly executed and payment of the aggregate Purchase Price (and
any applicable transfer taxes, if payable by such Person) was made. Prior to the
exercise of the Warrants evidenced thereby, the holder of a Warrant Certificate
shall not be entitled to any rights of a shareholder in the Company with respect
to shares for which the Warrants shall be exercisable, including, without
limitation, any right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein or in any other
applicable agreement between the Company and such holder.

      3.6   FINANCIAL AND BUSINESS INFORMATION.

      The Company shall deliver to each holder of Warrants:

            (a) QUARTERLY STATEMENTS -- as soon as practicable after the end of
      each quarterly fiscal period in each fiscal year of the Company (other
      than the last quarterly fiscal period of each such fiscal year), and in
      any event within forty-five (45) days thereafter, duplicate copies of

                  (i)   a consolidated balance sheet of the Company and the
            Subsidiaries as at the end of such quarter, and

                  (ii) consolidated statements of income and cash flows of the
            Company and the Subsidiaries for such quarter and (in the case of
            the second and third quarters) for the portion of the fiscal year
            ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the immediately preceding fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements
generally (provided that such financial statements need not contain footnotes),
and certified as complete and correct, subject to changes resulting from
year-end adjustments, by a Senior Financial Officer;


                                        8
<PAGE>   12
            (b) ANNUAL STATEMENTS -- as soon as practicable after the end of
      each fiscal year of the Company, and in any event within ninety (90) days
      thereafter, duplicate copies of

                  (i) consolidated and consolidating balance sheets of the
            Company and the Subsidiaries, as at the end of such year, and

                  (ii) consolidated and consolidating statements of income,
            shareholders' equity and cash flows of the Company and the
            Subsidiaries for such year,

      setting forth in each case in comparative form the figures for the
      immediately preceding fiscal year, all in reasonable detail, prepared in
      accordance with GAAP, and accompanied by

                  (A) in the case of such consolidated statements, a report
            thereon of independent certified public accountants of recognized
            national standing, which report shall express an opinion in the form
            of the standard auditor's report under generally accepted auditing
            standards which shall state that such financial statements present
            fairly, in all material respects, the financial position of the
            companies being reported upon and their results of operations and
            cash flows and have been prepared in conformity with GAAP, and that
            the examination of such accountants in connection with such
            financial statements has been made in accordance with generally
            accepted auditing standards, and that such audit provides a
            reasonable basis for such opinion in the circumstances,

                  (B) a statement from such independent certified public
            accountants that such consolidating statements were prepared using
            the same work papers as were used in the preparation of such
            consolidated statements, and

                  (C) a certification by a Senior Financial Officer that such
            consolidated and consolidating statements are complete and correct;

            (c) SEC AND OTHER REPORTS -- promptly upon their becoming available,
      a copy of each financial statement, report (including, without limitation,
      each Quarterly Report on Form 10-Q, each Annual Report on Form 10-K and
      each Current Report on Form 8-K), notice or proxy statement sent by the
      Company or any Subsidiary to shareholders generally and of each regular or
      periodic report and any registration statement, prospectus or written
      communication (other than transmittal letters), and each amendment
      thereto, in respect thereof filed by the Company or any Subsidiary with,
      or received by, such Person in connection therewith from, the National
      Association of Securities Dealers, any securities exchange or the SEC; and


                                        9
<PAGE>   13
            (d) REQUESTED INFORMATION -- with reasonable promptness, such other
      data and information as from time to time may be reasonably requested,
      including, without limitation, information required by 17 C.F.R.
      Section 230.144A, as amended from time to time.

      Each of the Holders hereby agrees to the terms of confidentiality set
forth on Exhibit C.

4.    ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK ISSUABLE
      PER WARRANT

      4.1   MECHANICAL ADJUSTMENTS.

      The number of shares of Common Stock purchasable upon the exercise of each
Warrant, and the Purchase Price, shall be subject to adjustment as follows:

            (a) DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. In the event that the
      Company shall

                  (i)   pay a dividend in shares of Common Stock or make a
            distribution in shares of Common Stock,

                  (ii) subdivide its outstanding shares of Common Stock into a
            greater number of shares or combine its outstanding shares of Common
            Stock into a smaller number of shares,

      then the Purchase Price in effect at the time of the record date for such
      dividend or of the effective date of such subdivision or combination shall
      be adjusted to the price determined by multiplying the Purchase Price in
      effect immediately prior to such event by the quotient of:

                  (A) the total number of shares of Adjusted Outstanding Common
            Stock immediately prior to such event;

divided by

                  (B) the total number of Adjusted Outstanding Common Stock
            immediately after such event.

      An adjustment made pursuant to this Section 4.1(a) shall become effective
      on the effective date of such event.

            (b) RIGHTS, OPTIONS, WARRANTS AND CONVERTIBLE OR EXCHANGEABLE
      SECURITIES. In the event that the Company shall issue any rights, options,
      warrants or convertible or exchangeable Securities to all holders of its
      shares of Common Stock, without charge to such holders, entitling such
      holders to subscribe for or


                                       10
<PAGE>   14
      purchase shares of Common Stock at a price per share (or having a
      conversion or exchange price per share, in the case of a Security
      convertible or exchangeable into shares of Common Stock) that is (or to
      amend or modify any provision of any thereof such that the conversion,
      exchange or exercise price becomes) lower at the record date in respect of
      which such rights, warrants, options or Securities were issued or amended
      than the Reference Price on such record date, then the Purchase Price in
      effect immediately after such record date shall be determined by
      multiplying the Purchase Price in effect immediately prior to such record
      date by the quotient of:

                  (i)   the sum of

                        (A) the number of shares of Adjusted Outstanding Common
                  Stock as of such record date, plus

                        (B) the quotient of

                              (ii) the Aggregate Consideration Receivable in
                        respect of such rights, options, warrants or convertible
                        or exchangeable Securities, divided by

                              (ii) the Reference Price on such record date;

            divided by

                  (ii)  the sum of

                        (A) the number of shares of Adjusted Outstanding Common
                  Stock as of such record date, plus

                        (B) the number of additional shares of Common Stock
                  initially issuable pursuant to such rights, options or
                  warrants or into which such convertible or exchangeable
                  Securities are initially convertible or exchangeable.

      Such adjustment shall be made whenever such rights, options, or warrants
      or convertible or exchangeable Securities are issued or amended, and shall
      become effective on the date of issuance or amendment of such rights,
      options, warrants or convertible or exchangeable Securities.

            (c) DISTRIBUTIONS OF PROPERTY. In the event that the Company shall
      distribute to holders of shares of Common Stock (including, without
      limitation, any such distribution made in connection with a consolidation
      or merger in which the Company is the continuing corporation) shares of
      stock (other than Common Stock) or evidences of its indebtedness or assets
      (excluding (x) cash dividends paid out of retained earnings after November
      19, 1998, (y) Regular Cash Dividends


                                       11
<PAGE>   15
      paid after the date hereof and on or prior to November 19, 1998 and (z)
      dividends payable solely in additional shares of the Common Stock) or
      rights, options or warrants or convertible or exchangeable Securities
      (excluding those referred to in Section 4.1(b) and Section 4.1(d) hereof),
      then in each case the Purchase Price in effect immediately after the
      record date in respect of which such stock, indebtedness, assets, rights,
      options, warrants or Securities were issued shall be determined by
      multiplying the Purchase Price in effect immediately prior to such record
      date by the quotient of:

                  (i)   the result of

                        (A)   the Reference Price on such record date, minus

                        (B)   the quotient of

                              (i) the then fair value (as determined in good
                        faith and on a reasonable basis by the Board of
                        Directors, whose determination, if so made, shall be
                        conclusive) of the shares of stock or assets or
                        evidences of indebtedness so distributed or of such
                        rights, options or warrants, or of such convertible or
                        exchangeable Securities, divided by

                              (ii) the number of shares of Adjusted Outstanding
                        Common Stock as of the record date;

            divided by

                  (ii)  the Reference Price on such record date.

      Such adjustment shall be made whenever any such distribution is made, and
      shall become effective on the date of such distribution.

            (d)   ISSUANCES OF COMMON STOCK AND OTHER SECURITIES.

                  (i) In the event that the Company shall issue or sell shares
            of Common Stock, or rights, options, warrants or convertible or
            exchangeable Securities containing the right to subscribe for or
            purchase shares of Common Stock (excluding Excluded Securities, as
            defined in Section 4.1 (d)(ii) hereof) at a price per share of
            Common Stock lower than the Reference Price in effect on the date
            (the "ADJUSTMENT DATE") of such issuance or sale, then the Purchase
            Price in effect immediately after the Adjustment Date shall be
            determined by multiplying the Purchase Price in effect immediately
            prior to such Adjustment Date by the quotient of:


                                       12
<PAGE>   16
                        (A)   the sum of

                              (i) the number of shares of Adjusted Outstanding
                        Common Stock outstanding immediately prior to such
                        issuance or sale, plus

                              (ii) the quotient of (1) the Aggregate
                        Consideration Receivable in respect of such rights,
                        options, warrants or convertible or exchangeable
                        Securities, divided by (2) the Reference Price on the
                        Adjustment Date;

                  divided by

                        (B)   the sum of

                              (i) the number of shares of Adjusted Outstanding
                        Common Stock outstanding immediately prior to such
                        issuance or sale, plus

                              (ii) the number of additional shares of Common
                        Stock so issued or sold (or initially issuable pursuant
                        to such rights, options or warrants or into which such
                        convertible or exchangeable Securities are initially
                        convertible or exchangeable).

      For purposes of this clause (i), "ADJUSTMENT DATE" may, in connection with
      certain consolidations and mergers, have the meaning provided for in
      Section 4.1 (e).

                  (ii)  "EXCLUDED SECURITIES" shall mean and include:

                        (A) shares of Common Stock, rights, options, warrants or
                  convertible or exchangeable Securities issued in any of the
                  transactions described in Section 4.1(a), Section 4.1(b),
                  Section 4.1(c) or Section 4.1 (e) hereof and with respect to
                  which an adjustment to the Purchase Price has been made in
                  accordance with any of such Sections ;

                        (B) shares of Common Stock issuable upon exercise of the
                  Warrants;

                        (C) shares of Common Stock issuable upon exercise of
                  rights, options or warrants or conversion or exchange of
                  convertible or exchangeable Securities issued or sold under
                  circumstances which caused an adjustment pursuant to this
                  Section 4.1(d);


                                       13
<PAGE>   17
                        (D) options, and shares of Common Stock issuable upon
                  exercise of such options, issued to individuals pursuant to
                  the SOP or shares of Common Stock issuable pursuant to any
                  restricted stock plan approved by the Board of Directors and
                  implemented by the Company in the future, provided that any
                  such options issued after the date hereof pursuant to the SOP
                  and any shares of Common Stock issuable upon the exercise
                  thereof and any shares of Common Stock issued pursuant to any
                  such restricted stock plan after the date hereof which, in the
                  aggregate, exceed, at the time of the issuance of thereof, ten
                  percent (10%) of the Fully Diluted Outstanding Common Stock,
                  determined at such time, shall not constitute Excluded
                  Securities;

                        (E) shares of Common Stock and/or rights, options,
                  warrants or convertible or exchangeable Securities (and the
                  shares of Common Stock issuable upon the exercise of such
                  rights, options, warrants or convertible or exchangeable
                  Securities), provided that (1) such shares of Common Stock
                  and/or rights, options, warrants or convertible or
                  exchangeable Securities are issued in connection with one or
                  more private placements of equity Securities of the Company
                  effected on or prior to July 15, 1996, (2) the total aggregate
                  consideration paid in cash in respect of such shares of Common
                  Stock and/or rights, options, warrants or convertible or
                  exchangeable Securities is not more than $8,000,000, (3) all
                  such shares of Common Stock together with all shares of Common
                  Stock issuable upon the exercise of any of such rights,
                  options, warrants or convertible or exchangeable Securities
                  shall not, in the aggregate, exceed 12% of Fully Diluted
                  Outstanding Common Stock, determined as of April 16, 1996, and
                  (4) the sale of such shares of Common Stock and/or rights,
                  options, warrants or convertible or exchangeable Securities is
                  done on an arm's-length basis and the setting of the exercise,
                  strike or conversion prices in respect of such rights,
                  options, warrants or convertible or exchangeable Securities is
                  done on an arm's-length basis; and

                        (F) warrants (including Warrants), and shares of Common
                  Stock issued or issuable upon exercise of warrants or
                  Warrants, issued on or prior to April 9, 1997 to any then
                  holder of the Company's senior or subordinated indebtedness.

                  (iii) In the case of rights, options, warrants or convertible
            or exchangeable Securities, the "price per share of Common Stock"
            referred to in Section 4.1(d)(i) hereof shall be equal to the
            quotient of


                                       14
<PAGE>   18
                        (A) the Aggregate Consideration Receivable in respect of
                  such rights, options, warrants or convertible or exchangeable
                  Securities, divided by

                        (B) the total number of shares of Common Stock covered
                  by such rights, options, warrants or convertible or
                  exchangeable Securities.

                  (iv) "AGGREGATE CONSIDERATION RECEIVABLE" shall mean, in the
            case of a sale of shares of Common Stock, the aggregate gross amount
            paid (without deduction for fees and expenses, underwriting
            discounts or investment banking fees associated therewith) in
            connection therewith and, in the case of an issuance or sale of
            rights, options, warrants or convertible or exchangeable Securities,
            the sum of

                        (A) the aggregate gross amount paid for such rights,
                  options, warrants or convertible or exchangeable Securities,
                  plus

                        (B) the aggregate consideration or premiums stated in
                  such rights, options, warrants or convertible or exchangeable
                  Securities to be payable for the shares of Common Stock
                  covered thereby.

                  (v) In the event that the Company shall issue and sell shares
            of Common Stock, or rights, options, warrants or convertible or
            exchangeable Securities containing the right to subscribe for or
            purchase shares of Common Stock, for a consideration consisting, in
            whole or in part, of Property other than cash, then in determining
            the "price per share of Common Stock" referred to in Section 4.1
            (d)(i) and Section 4.1 (d)(iii) hereof and the "Aggregate
            Consideration Receivable" referred to in Section 4.1(d)(i), Section
            4.1(d)(iii) and Section 4.1 (d)(iv) hereof, the Board of Directors
            shall determine, in good faith and on a reasonable basis, the fair
            value of such Property, and such determination, if so made, shall be
            binding upon all holders of Warrants.

            (e)   CONSOLIDATION; MERGER; SALE OF THE COMPANY.  In the event that
      there shall be:

                  (i) any consolidation of the Company with, or merger of the
            Company with or into, another corporation (other than a merger in
            which the Company is the surviving corporation and that does not
            result in any reclassification or change of shares of Common Stock
            outstanding immediately prior to such merger);

                  (ii)  any sale or conveyance to another corporation of the
            Property of the Company substantially as an entirety; or


                                       15
<PAGE>   19
                  (iii) any reclassification of the Common Stock that results in
            the issuance of other Securities of the Company;

      then lawful provision shall be made as a part of the terms of such
      transaction or otherwise so that the holders of Warrants shall thereafter
      have the right to purchase the number and kind of shares of stock, other
      Securities, cash, Property and rights receivable upon such consolidation,
      merger, sale, conveyance or reclassification by a holder of such number of
      shares of Common Stock as the holder of a Warrant would have had the right
      to acquire upon the exercise of such Warrant immediately prior to such
      consolidation, merger, sale or conveyance, at the Purchase Price then in
      effect, provided that nothing in this clause (e) shall entitle any holder
      of Warrants to acquire or have the right to purchase any of the foregoing
      in connection with any sale or conveyance referred to in clause (ii) above
      if, with respect to such sale or conveyance, no holder of Common Stock
      would have the right to acquire or purchase any of the foregoing and none
      of the foregoing were in fact distributed to holders of Common Stock and
      provided further that nothing in the foregoing proviso in this clause (e)
      shall restrict the rights of the holders of Warrants under Section 4.1
      (c). To the extent that

                  (A) the Company shall issue any shares of Common Stock or
            rights, options, warrants or convertible or exchangeable Securities
            containing the right to subscribe for or purchase shares of Common
            Stock (other than Excluded Securities) in connection with any
            consolidation or merger of the Company and

                  (B) such issuance of such shares, rights, options, warrants or
            convertible or exchangeable Securities would otherwise cause an
            adjustment under Section 4.1(d),

      the Adjustment Date in respect of such adjustment, notwithstanding the
      definition of such term, shall be the business day immediately preceding
      the date of the public announcement by the Company of such merger or
      consolidation or, if such merger or consolidation shall have been
      generally known to the public prior to such announcement date, the date on
      which the Required Warrantholders and the Company shall mutually agree
      upon in good faith and in accordance with the essential intent and
      principles of this Section 4 of fairly protecting the exercise rights of
      the holders of Warrants and, if no such date can be so mutually agreed
      upon, the Company shall appoint (at its expense) a firm of independent
      certified public accountants of recognized national standing, which may
      not be the regular auditors of the Company and which are reasonably
      acceptable to the Required Warrantholders, which shall give their opinion
      as to the appropriate date for such adjustment (after giving effect to the
      aforesaid intent and principles of this Section 4); upon receipt of such
      opinion, the Company will promptly mail a copy of such opinion to the
      holders of Warrants and make the adjustments required under this Section 4
      as of the date stipulated therein.


                                       16
<PAGE>   20
            (f) DE MINIMIS CHANGES IN PURCHASE PRICE. No adjustment in the
      Purchase Price shall be required unless such adjustment would require an
      increase or decrease of at least one percent (1%) in the Purchase Price;
      provided that any adjustments that, at the time of the calculation
      thereof, are less than one percent (1%) of the Purchase Price at such time
      and by reason of this Section 4.1 (f) are not required to be made at such
      time shall be carried forward and added to any subsequent adjustment or
      adjustments for purposes of determining whether such subsequent adjustment
      or adjustments, as so supplemented, exceed the one percent (1%) amount set
      forth in this Section 4.1 (f) and, if any such subsequent adjustment, as
      so supplemented or otherwise, should exceed such one percent (1%) amount,
      all adjustments deferred prior thereto and not previously made shall then
      be made. In any case, all such adjustments being carried forward pursuant
      to this Section 4.1 (f) shall be given effect upon the exercise of any
      Warrants by any holder thereof for purposes of determining the Purchase
      Price thereof. All calculations shall be made to the nearest
      ten-thousandth of a Dollar ($0.0001).

            (g) ADJUSTMENT OF NUMBER OF SHARES ISSUABLE PURSUANT TO WARRANTS.
      Upon each adjustment of the Purchase Price as a result of the calculations
      made in this Section 4.1, each Warrant outstanding immediately prior to
      the making of such adjustment shall thereafter evidence the right to
      purchase, at the adjusted Purchase Price, that number of shares of Common
      Stock (calculated to the nearest one thousandth) obtained by multiplying
      the number of shares of Common Stock covered by such Warrant immediately
      prior to such adjustment by the quotient of:

                  (i)   the Purchase Price in effect immediately prior to such
            adjustment,

            divided by

                  (ii)  the Purchase Price in effect immediately after such
            adjustment.

      All Warrants originally issued by the Company hereunder shall, subsequent
      to any adjustment made to the Purchase Price hereunder, evidence the right
      to purchase, at the adjusted Purchase Price, the number of shares of
      Common Stock determined to be purchasable from time to time hereunder upon
      exercise of such Warrants, all subject to further adjustment as provided
      herein. Each such adjustment shall be valid and binding upon the Company
      and the holders of Warrants irrespective of whether the Warrant
      Certificates theretofore and thereafter issued express the Purchase Price
      per share of Common Stock and the number of shares of Common Stock that
      were expressed upon the initial Warrant Certificates issued hereunder.

            (h)   MISCELLANEOUS.


                                       17
<PAGE>   21
                  (i) Adjustments shall be made pursuant to this Section 4.1
            successively whenever any of the events referred to in Section 4.1
            (a) through Section 4.1(e), inclusive, hereof shall occur.

                  (ii) Shares of Common Stock owned by or held for the account
            of the Company, including shares acquired by the Company during any
            time any Warrants are outstanding, shall not, for purposes of the
            adjustments set forth in this Section 4.1, be deemed outstanding.

            (i) EXPIRATION OF RIGHTS, OPTIONS, ETC. Upon the expiration of any
      rights, options, warrants or conversion or exchange privileges referred to
      above in this Section 4.1 without the exercise thereof, the Purchase Price
      and the number of shares of Common Stock purchasable upon the exercise of
      each Warrant shall be readjusted and shall thereafter be such as such
      Purchase Price and such number of shares of Common Stock would have been
      had they been originally adjusted (or had the original adjustment not been
      required, as the case may be) as if:

                  (i) the only shares of Common Stock so issued were the shares
            of Common Stock, if any, actually issued or sold upon the exercise
            of such rights, options, warrants or conversion or exchange
            privileges; and

                  (ii) such shares of Common Stock, if any, were issued or sold
            for the consideration actually received by the Company upon such
            exercise plus the aggregate consideration, if any, actually received
            by the Company for the issuance, sale or grant of all of such
            rights, options, warrants or conversion or exchange privileges
            whether or not exercised;

provided that no such readjustment shall have the effect of increasing the
Purchase Price by an amount in excess of the amount of the reduction initially
made in respect of the issuance, sale, or grant of such rights, options,
warrants or conversion or exchange privileges.

            (j) OTHER SECURITIES. In the event that at any time, as a result of
      an adjustment made pursuant to this Section 4.1, each holder of Warrants
      shall become entitled to purchase any Securities of the Company other than
      shares of Common Stock, the number or amount of such other Securities so
      purchasable and the Purchase Price of such Securities shall be subject to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as practicable to the provisions contained in Section 4.1 (a) through
      Section 4.1 (e), inclusive, hereof, and all other relevant provisions of
      this Section 4. 1, and the definitions used in this Section 4. 1, that are
      applicable to shares of Common Stock shall be applicable to such other
      Securities.

            (k) NOTICE OF ADJUSTMENT. Whenever the number of shares of Common
      Stock issuable upon the exercise of Warrants is adjusted or the Purchase
      Price in


                                       18
<PAGE>   22
      respect thereof is adjusted, as herein provided, the Company shall
      promptly give to each holder of Warrants notice of such adjustment or
      adjustments and shall promptly deliver to each holder of Warrants a
      certificate of the Company's chief financial officer setting forth:

                  (i) the number of shares of Common Stock issuable upon the
            exercise of each Warrant and the Purchase Price of such shares after
            such adjustment;

                  (ii) a brief statement of the facts requiring such adjustment;
            and

                  (iii) the computation by which such adjustment was made.

      So long as any Warrant is outstanding and an adjustment in respect of the
      number of shares issuable upon the exercise of Warrants or the Purchase
      Price in respect thereof shall have occurred in any fiscal year of the
      Company, within ninety (90) days of the end of such fiscal year of the
      Company, the Company shall deliver to each holder of Warrants a
      certificate of independent certified public accountants of recognized
      national standing selected by the Company (which may be the regular
      auditors of the Company) setting forth

                  (A) the number of shares of Common Stock issuable upon the
            exercise of each Warrant and the Purchase Price of such shares as of
            the end of such fiscal year,

                  (B) a brief statement of the facts requiring each such
            adjustment required to be made in such fiscal year and

                  (C) the computation by which each such adjustment was made.

            (l) NOTICE OF CERTAIN EVENTS. Whenever the Company shall authorize
      any Notice Event, the Company shall, not less than thirty (30) days prior
      to the record date with respect to such event, give to each holder of
      Warrants, notice of such event setting forth any change in the number of
      shares of Common Stock the Company estimates will be issuable upon the
      exercise of such holder's Warrants, the estimated Purchase Price of such
      shares after any adjustment required to be made hereunder and a brief
      statement of the facts requiring such adjustment and the computation by
      which the Company expects such adjustment will be made.
      "NOTICE EVENT" shall mean any of the following:

                  (i) any event that would require an adjustment pursuant to
            this Section 4.1;

                  (ii) any distribution of cash or other Property in respect of
            Common Stock (including, without limitation, a cash dividend payable
            out of retained earnings);


                                       19
<PAGE>   23
                  (iii) any consolidation, merger or sale, transfer or other
            disposition of all or substantially all of the Property of the
            Company, provided that, if as a result of the circumstances
            concerning such consolidation, merger, sale, transfer or other
            disposition, it shall be impossible for the Company to give the
            thirty (30) days' prior notice referred to above, the Company shall
            give such notice as far in advance of the record date in respect of
            such consolidation, merger, sale, transfer or other disposition as
            reasonably feasible and, in any case, no later than two (2) business
            days prior to such record date; and

                  (iv) the liquidation, dissolution or winding up of the
            Company.

      The Company shall, not less than thirty (30) days prior to the issuance of
      any Preferred Stock, give to each holder of Warrants notice of such
      issuance setting forth any change in the number of shares of Common Stock
      the Company estimates will be issuable upon the exercise of such holder's
      Warrants, the estimated Purchase Price of such shares after any adjustment
      required to be made hereunder and a brief statement of the facts requiring
      such adjustment and the computation by which the Company expects such
      adjustment will be made.

      4.2   FRACTIONAL SHARES.

      The Company shall not be required to issue fractional shares of Common
Stock upon the exercise of any Warrant. Upon the exercise of any Warrant, there
shall be paid to the holder thereof, in lieu of any fractional share of Common
Stock resulting therefrom, an amount of cash equal to the product of:

            (a)   the fractional amount of such share; multiplied by

            (b) the Market Price with respect to the Common Stock determined as
      of the date of exercise of such Warrant.

      4.3   SPECIAL AGREEMENTS OF THE COMPANY.

      The Company covenants and agrees that:

            (a) The Company shall not, by amendment to the Certificate of
      Incorporation or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, issuance or sale of Securities or any
      other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms to be observed or performed hereunder by
      the Company, but shall at all times in good faith assist in the carrying
      out of all the provisions of this Section 4 and in the taking of all such
      actions as may be necessary or appropriate in order to protect the rights
      of the holders of the Warrant Certificates against dilution or other
      impairment.


                                       20
<PAGE>   24
            (b) Before taking any action that would result in an adjustment to
      the then current Purchase Price to a price that would be below the then
      current par value of Common Stock issuable upon exercise of any Warrant,
      the Company will take or cause to be taken any and all necessary corporate
      or other action that may be necessary in order that the Company may
      validly and legally issue fully paid and nonassessable shares of Common
      Stock upon payment of such Purchase Price as so adjusted.

5.    INTERPRETATION OF THIS AGREEMENT

      5.1   TERMS DEFINED.

            ADJUSTED OUTSTANDING COMMON STOCK -- means, at any time, the number
      of shares of Common Stock outstanding at such time (excluding all shares
      constituting "treasury stock" and all shares held or beneficially owned by
      a Subsidiary) together with the number of shares of additional Common
      Stock that would be outstanding at such time assuming:

                  (a) the conversion immediately prior to such time of all then
            Outstanding Securities that are convertible into shares of Common
            Stock or that are issuable upon exercise of any warrants, options
            and other rights, whether or not the conditions for such conversion
            or exercise then exist, provided that no such Securities shall be
            included in this clause (a) unless such Securities were issued and
            outstanding on the date hereof or are derived through transfers
            and/or exchanges from Securities that were issued and outstanding on
            the date hereof; and

                  (b) the exercise immediately prior to such time of all then
            outstanding warrants, options and similar rights to acquire shares
            of Common Stock (including, without limitation, the Warrants),
            whether or not the conditions for such exercise then exist, provided
            that no such warrants, options and similar rights shall be included
            in this clause (b) unless they were issued and outstanding on the
            date hereof or are derived through transfers and/or exchanges from
            Securities that were issued and outstanding on the date hereof.

            ADJUSTMENT DATE -- Section 4.1(d)(i) hereof.

            AGGREGATE CONSIDERATION RECEIVABLE -- Section 4.1 (d)(iv) hereof.

            AGREEMENT -- introductory paragraph hereof.

            APPRAISER -- means and includes one or more nationally recognized
      investment banking firms or appraisers that shall be experienced in
      evaluating companies in the same or similar lines of business as the
      Company and the Subsidiaries.


                                       21
<PAGE>   25
            BOARD OF DIRECTORS -- means, at any time, the board of directors of
      the Company or any committee thereof that, in the instance, shall have the
      lawful power to exercise the power and authority of such board of
      directors.

            CERTIFICATE OF INCORPORATION -- means the restated certificate of
      incorporation of the Company, as may be amended by the Company from time
      to time after the Effective Date.

            COMMON STOCK - means:

                  (a) on the date hereof, the Company's $0.001 par value capital
            stock designated as "Common Stock"; and

                  (b) on any other date, any capital stock into which such
            "Common Stock shall have been changed or any capital stock resulting
            from any reclassification of such "Common Stock", and all other
            capital stock of any class or classes (however designated) of the
            Company the holders of which have the right, without limitation as
            to amount, either to all or to a share of the balance of current
            dividends and liquidating dividends after the payment of dividends
            and distributions of any shares thereof entitled to preference.

            COMPANY -- introductory paragraph hereof.

            EFFECTIVE DATE -- means the date of the first issuance of any
      Warrants pursuant to this Agreement.

            EXCLUDED SECURITIES -- Section 4.1 (d)(ii) hereof.

            FAIR MARKET SHARE PRICE - means, at any time, the sale value of a
      single share of Common Stock, as determined by an Appraiser in accordance
      with the provisions of Exhibit B attached hereto.

            FULLY DILUTED OUTSTANDING COMMON STOCK -- means, at any time, the
      number of shares of Common Stock outstanding at such time (excluding all
      shares constituting "treasury stock" and all shares held or beneficially
      owned by a Subsidiary) together with the number of shares of additional
      Common Stock that would be outstanding at such time assuming:

                  (a) the conversion immediately prior to such time of all
            Securities convertible into shares of Common Stock outstanding at
            such time or issuable upon exercise of any warrants, options and
            other rights outstanding at such time, whether or not the conditions
            for such conversion or exercise then exist; and


                                       22
<PAGE>   26
                  (b) the exercise immediately prior to such time of all then
            outstanding warrants, options and similar rights to acquire shares
            of Common Stock (including, without limitation, the Warrants),
            whether or not the conditions for such exercise then exist.

            HOLDER - introductory paragraph hereof.

            INITIAL PURCHASE PRICE -- means Fifty-Nine and Three Eighths Cents
      ($0.59375) per share.

            MARKET PRICE -- means, with respect to any date and any class of
      Common Stock, the per share price of such class equal to the product of
      (a) ninety-five percent (95%) times (b) the average of the daily Closing
      Prices of Common Stock for fifteen (15) consecutive trading days
      commencing twenty (20) trading days before-such date, provided that, if
      the Closing Prices referred to in clause (b) are not then available for
      such class of Common Stock in order to make the determination in said
      clause (b), "MARKET PRICE" shall mean the Fair Market Share Price.

      As used in this definition,

                  Closing Price -- means, with respect to any date and any class
            of Common Stock, the per share price of such class determined as
            follows:

                        (a) the last sale price, regular way, on such date or,
                  if no such sale takes place on such date, the average of the
                  closing bid and asked prices on such date, in each case as
                  officially reported on the principal national securities
                  exchange on which such class of Common Stock is then listed or
                  admitted to trading; or

                        (b) if such class of Common Stock is not then listed or
                  admitted to trading on any national securities exchange, but
                  is designated as a national market system security by the
                  National Association of Securities Dealers, the last trading
                  price of such class of Common Stock on such date, or if there
                  shall have been no trading on such date or if such class of
                  Common Stock is not so designated, the average of the reported
                  closing bid and asked prices on such date as shown by the
                  NASDAQ.

            NASDAQ -- means the National Association of Securities Dealers
      Automated Quotation System.

            NOTICE EVENT -- Section 4.1(1) hereof.


                                       23
<PAGE>   27
            PERSON -- means an individual, partnership, corporation, limited
      liability or other company or partnership, trust, unincorporated
      organization, or a government or agency or political subdivision thereof.

            PREFERRED STOCK -- means the class of capital stock of the Company
      designated as "Preferred Stock," having a par value $.001 per share, and
      enjoying the rights and preferences set forth in, and subject to the
      restrictions of, the Certificate of Incorporation as in effect on November
      19, 1993.

            PROPERTY -- means any interest in any kind of property or asset,
      whether real, personal or mixed, and whether tangible or intangible.

            PURCHASE PRICE -- means, prior to any adjustment pursuant to Section
      4.1 hereof, the Initial Purchase Price and thereafter, the Initial
      Purchase Price as adjusted and readjusted from time to time.

            REFERENCE PRICE -- means, in respect of any date, the Market Price
      of one share of Common Stock as of such date.

            REGULAR CASH DIVIDENDS -- means cash dividends paid by the Company
      out of its retained earnings, provided that any such cash dividends paid
      during any fiscal year of the Company shall be deemed to constitute
      Regular Cash Dividends to the extent, and only to the extent, that
      immediately after giving effect to the payment of such cash dividends the
      aggregate amount of all cash dividends paid by the Company out of its
      retained earnings during such fiscal year does not exceed five percent
      (5%) of the product of (a) the Market Price determined as of the record
      date in respect of such payment multiplied by (b) the aggregate number of
      shares of Common Stock outstanding as of such record date (after assuming
      that all then outstanding Warrants had been exercised).

            REQUIRED WARRANTHOLDERS -- means, at any time, any holder or holders
      (other than the Company, any Subsidiary or any Affiliate) then holding
      more than fifty percent (50%) of the Warrants (excluding any Warrants
      directly or indirectly held by the Company or any Subsidiary or Affiliate)
      then outstanding.

            SEC -- means, at any time, the Securities and Exchange Commission or
      any other federal agency at such time administering the Securities Act.

            SECURITIES ACT -- means the Securities Act of 1933, as amended.

            SECURITY -- means "security" as defined in section 2(1 ) of the
      Securities Act.

            SENIOR FINANCIAL OFFICER -- means the chief financial officer, the
      principal accounting officer, the controller or the treasurer of the
      Company.


                                       24
<PAGE>   28
            SOP -- means the Company's 1990 Stock Option Plan (as amended, and
      as may be amended from time to time, to and including November 19, 1993).

            SUBSIDIARY -- means, at any time, any corporation more than fifty
      percent (50%) of the total combined voting power of all classes of the
      voting capital stock of which shall, at the time as of which any
      determination is being made, be owned by the Company either directly or
      indirectly through any one or more Subsidiaries.

            TERMINATION DATE -- means May 19, 2002.

            WARRANTS -- means the Original Warrants and the Additional Warrants.

            WARRANT CERTIFICATE -- Section 1.1 hereof.

      5.2   DIRECTLY OR INDIRECTLY.

      Where any provision herein refers to action to be taken by any Person, or
that such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person, including
actions taken by or on behalf of any partnership in which such Person is a
general partner.

      5.3   SECTION HEADINGS AND TABLE OF CONTENTS AND CONSTRUCTION.

            (a) SECTION HEADINGS AND TABLE OF CONTENTS, ETC. The titles of the
      Sections and the Table of Contents appear as a matter of convenience only,
      do not constitute a part hereof and shall not affect the construction
      hereof. The words "herein," "hereof," "hereunder" and "hereto" refer to
      this Agreement as a whole and not to any particular Section or other
      subdivision. Unless otherwise specified, references to Sections are to
      Sections of this Agreement, references to Annexes are to Annexes to this
      Agreement and references to Exhibits are to Exhibits to this Agreement.

            (b) CONSTRUCTION. Each covenant contained herein shall be construed
      (absent an express contrary provision herein) as being independent of each
      other covenant contained herein, and compliance with any one covenant
      shall not (absent such an express contrary provision) be deemed to excuse
      compliance with one or more other covenants.

      5.4   GOVERNING LAW.

      THIS AGREEMENT AND THE WARRANT CERTIFICATES SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW.

6.    MISCELLANEOUS


                                       25
<PAGE>   29
      6.1   COMMUNICATIONS.

            (a) METHOD; ADDRESS. All communications hereunder or under the
      Warrants shall be in writing, shall be hand delivered, deposited into the
      United States mail (registered or certified mail), postage prepaid, or
      sent by overnight courier of national or international reputation, and
      shall be addressed,

                  (i)   if to the Company,

                              The Cerplex Group, Inc.
                              1382 Bell Avenue
                              Tustin, California 92680
                              Attention: Chief Executive Officer
                              Facsimile: (714) 258-0730

                        (with a copy to:

                              Brobeck, Phleger & Harrison LLP
                              4675 MacArthur Court, Suite 1000
                              Newport Beach, California 92660
                              Attention: Frederic A. Randall, Jr., Esq.
                              Facsimile: (714) 752-7535

                        provided that the failure to provide any such copy shall
                        in no way affect the validity or effectiveness of any
                        communication to the Company for purposes of this
                        Agreement)

      or at such other address as the Company shall have furnished in writing to
      all holders of the Warrants at the time outstanding; and

            (ii)  if to any of the holders of the Warrants:

                  (A) if such holders are the Holders, at their respective
            addresses set forth on Annex 1, and further including any parties
            referred to on such Annex 1 that are required to receive notices in
            addition to such holders of the Warrants; and

                  (B) if such holders are not the Holders, at their respective
            addresses set forth in the register for the registration and
            transfer of Warrants maintained pursuant to Section 1.2(b) hereof;

      or to any such party at such other address as such party may designate by
      notice duly given in accordance with this Section 6.1 to the Company
      (which other address shall be entered in such register).


                                       26
<PAGE>   30
            (b) WHEN GIVEN. Any communication so addressed and deposited in the
      United States mail, postage prepaid, by registered or certified mail (in
      each case, with return receipt requested) shall be deemed to be received
      on the third (3rd) succeeding business day after the day of such deposit
      (not including the date of such deposit). Any notice so addressed and
      otherwise delivered shall be deemed to be received when actually received
      at the address of the addressee.

      6.2   REPRODUCTION OF DOCUMENTS.

      This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by each Holder at the closing of the issuance
of Warrants (except the Warrant Certificates themselves) and (c) financial
statements, certificates and other information previously or hereafter furnished
to any Holder or any other holder of Warrants, may be reproduced by any holder
of Warrants by any photographic, photostatic, microfilm, micro-card, miniature
photographic, digital or other similar process and each holder of Warrants may
destroy any original document so reproduced. The Company agrees and stipulates
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made by such holder of
Warrants in the regular course of business) and that any enlargement, facsimile
or further reproduction of such reproduction shall likewise be admissible in
evidence. Nothing in this Section 6.2 shall prohibit the Company or any holder
of Warrants from contesting the accuracy of any such reproduction.

      6.3   SURVIVAL.

      All warranties, representations, certifications and covenants made by the
Company herein or in any certificate or other instrument delivered by it or on
its behalf hereunder shall be considered to have been relied upon by the Holders
and shall survive the delivery to the Holders of the Warrants regardless of any
investigation made by the Holders or on their behalf. All statements in any such
certificate or other instrument shall constitute warranties and representations
by the Company hereunder.

      6.4   SUCCESSORS AND ASSIGNS.

      This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto. The provisions hereof are
intended to be for the benefit of all holders, from time to time, of Warrants,
and shall be enforceable by any such holder, whether or not an express
assignment to such holder of rights hereunder shall have been made by any
successor or assign of any Holder.

      6.5   AMENDMENT AND WAIVER.

      This Agreement may be amended, and the observance of any term of this
Agreement may be waived, with and only with the written consent of the Company
and


                                       27
<PAGE>   31
the Required Warrantholders, provided that no change in, or waiver of
performance under, Section 1, Section 2, Section 4 or this Section 6.5 (or any
definition used in connection with any of such sections) shall be effected
without the written consent of all holders of Warrants.

      6.6   RIGHT OF ACTION.

      All rights of action in respect of the Warrants are vested in the
respective registered holders of the Warrant Certificates or, in lieu thereof,
the beneficial owner thereof (to the extent such beneficial owner is a party to
this Agreement or disclosed to the Company in writing), and any registered
holder or beneficial owner (to the extent such beneficial owner is a party to
this Agreement or disclosed to the Company in writing) of any Warrant
Certificate, without the consent of the holder of any other Warrant Certificate,
may, in its own behalf and for its own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, its right to exercise the Warrants evidenced by
such Warrant Certificate in the manner provided in such Warrant Certificate and
in this Agreement.

      6.7   EXPENSES.

      The Company will promptly (and in any event within thirty (30) days of
receiving any statement or invoice therefor) pay all fees, expenses and costs
relating hereto, including, but not limited to:

            (a) the cost of reproducing this Agreement and the Warrants;

            (b) the fees and disbursements of the special counsel to the
      Holders;

            (c) the cost of delivering to the home office or custodian bank of
      each Holder, insured to such party's satisfaction, the Warrant
      Certificates acquired by such party on the Effective Date; and

            (d) all fees, expenses, costs and disbursements (including, without
      limitation, the reasonable fees and the disbursements of the attorneys,
      accountants and other expert, legal and financial advisers of each holder
      of Warrant Certificates) relating to (i) the consideration, evaluation,
      analysis, assessment, negotiation, preparation and/or execution of any
      amendments, waivers or consents pursuant to the provisions hereof, whether
      in the ordinary course of performance hereof or in connection with any
      controversy or potential controversy hereunder or resulting from any
      work-out, restructuring or other similar proceedings relating to such
      performance and whether or not any such amendments, waivers or consents
      are executed or otherwise consummated and/or (ii) the enforcement of the
      rights of such holder hereunder.

      6.8   FILINGS.


                                       28
<PAGE>   32
      The Company shall, at its own expense, promptly execute and deliver, or
cause to be executed and delivered, to any holder of Warrants all applications,
certificates, instruments, registration statements, and all other documents and
papers that such holder of Warrants may reasonably request in connection with
the obtaining of any consent, approval, registration, qualification, or
authorization of any federal, state or local government (or any agency or
commission thereof) necessary or appropriate in connection with, or for the
effective exercise of, any Warrants then held by such holder.

      6.9   ENTIRE AGREEMENT.

      This Agreement constitutes the final written expression of all of the
terms hereof and is a complete and exclusive statement of those terms.

      6.10  TERM.

      All unexercised Warrants will be void and not exercisable after 5:00 p.m.
(Los Angeles, California time) on the Termination Date and the Warrant
Certificates in respect thereof shall after such time be deemed cancelled for
all purposes of this Agreement. Shares of Common Stock issuable upon the
exercise of a Warrant shall be issued after the Termination Date if such Warrant
is exercised, as provided in Section 2.1, on or prior to 5:00 p.m. (Los Angeles,
California time) on the Termination Date.

      6.11  DUPLICATE ORIGINALS, EXECUTION IN COUNTERPART.

      Two or more duplicate originals hereof may be signed by the parties, each
of which shall be an original but all of which together shall constitute one and
the same instrument. This Agreement may be executed in one or more counterparts
and shall be effective when at least one counterpart shall have been executed by
each party hereto, and each set of counterparts which, collectively, show
execution by each party hereto shall constitute one duplicate original.

   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]


                                       29
<PAGE>   33
      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed and delivered by one of its duly authorized officers or
representatives.

                                          THE CERPLEX GROUP, INC.



                                          By  
                                              -------------------------------
                                               Name:  Robert W. Heigh
                                               Title:

                                          WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION, INDIVIDUALLY AND AS
                                          ADMINISTRATIVE AGENT



                                          By 
                                              -------------------------------
                                               Name:  Michael Ho
                                               Title: Vice President

                                          BHF-BANK AKTIENGESELLSCHAFT,
                                          AS A LENDER



                                          By 
                                              -------------------------------
                                               Name:  Dana L. McDougall
                                               Title: Vice President



                                          By 
                                              -------------------------------
                                               Name:  Paul Travers
                                               Title: Vice President

                                          CITIBANK, N.A.



                                          By 
                                              -------------------------------
                                               Name:  Bradley I. Deitz
                                               Title: Vice President




                                    S-1 Amended and Restated Warrant Agreement
<PAGE>   34
                                     ANNEX 1
                            INFORMATION AS TO HOLDERS

<TABLE>
<CAPTION>
=================================================================================
HOLDER NAME                   WELLS FARGO BANK, NATIONAL ASSOCIATION
---------------------------------------------------------------------------------
<S>                           <C>
Name in which to register     Wells Fargo Bank, National Association
Warrant Certificate(s)
---------------------------------------------------------------------------------
Warrant Certificate           WR-[8];
registration numbers;
Number of Warrants            218,750 Warrants
---------------------------------------------------------------------------------
Address for notices           Wells Fargo Bank, National Association
                              Attention:
                              Facsimile:
=================================================================================
</TABLE>


                                    Annex 1-1
<PAGE>   35
<TABLE>
<CAPTION>
======================================================================
HOLDER NAME                   BHF-BANK AKTIENGESELLSCHAFT
----------------------------------------------------------------------
<S>                           <C>
Name in which to register     BHF-Bank Aktiengesellschaft
Note(s)
----------------------------------------------------------------------
Warrant Certificate           WR-[9]
registration numbers;
Number of Warrants            218,750 Warrants
----------------------------------------------------------------------
Address for notices           BHF-Bank Aktiengesellschaft
                              Attention:
                              Facsimile:
======================================================================
</TABLE>


                                    Annex 1-2
<PAGE>   36
<TABLE>
<CAPTION>
======================================================================
HOLDER NAME                   CITIBANK, N.A.
----------------------------------------------------------------------
<S>                           <C>
Name in which to register     Citibank, N.A.
Note(s)
----------------------------------------------------------------------
Warrant Certificate           WR-[10]
registration number;          437,500 Warrants
Number of Warrants
----------------------------------------------------------------------
Address for notices           Citibank, N.A.
                              Attention:
                              Facsimile:
======================================================================
</TABLE>


                                    Annex 1-3
<PAGE>   37
                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN ANY
TRANSACTION UNLESS FIRST REGISTERED UNDER SUCH LAWS OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.

THE HOLDER OF THIS WARRANT CERTIFICATE IS A BANK FOR PURPOSES OF THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT, DATED NOVEMBER 19, 1993, AS AMENDED, AMONG THE
CERPLEX GROUP, INC. AND THE OTHER PARTIES THERETO.

                               WARRANT CERTIFICATE

                             THE CERPLEX GROUP, INC.


No. WR-________                                             ___________ Warrants
Date: _____________                                     PPN: ___________________

      This WARRANT CERTIFICATE certifies that ______________________, or
registered assigns; is the registered holder of ____________________
(___________) Warrants. Each Warrant entitles the owner thereof to purchase, at
any time on or after the Effective Date (as such term is defined in the Warrant
Agreement referred to below) and prior to 5:00 p.m. (Los Angeles, California
time) on the Termination Date (as such term is defined in the Warrant Agreement
referred to below), one fully paid and nonassessable share of Common Stock (as
such term is defined in the Warrant Agreement referred to below) of THE CERPLEX
GROUP, INC., a Delaware corporation (the "COMPANY"), at an initial purchase
price of Fifty-Nine and Three Eighths Cents ($0.59375) per share of Common Stock
(the "PURCHASE PRICE") upon (i) presentation and surrender of this Warrant
Certificate with a form of election to purchase duly executed and (ii)
satisfaction of the Purchase Price in the manner set forth in the Warrant
Agreement. The number of shares of Common Stock that may be purchased upon
exercise of each Warrant, and the Purchase Price, are the number and the
Purchase Price as of the date hereof and are subject to adjustment under certain
circumstances as provided in the Warrant Agreement referred to below.

      The Warrants are issued pursuant to the Warrant Agreement, dated as of
April 15, 1996, as amended and restated as of April 9, 1997 (as further amended
from time to time, the "WARRANT AGREEMENT"), among the Company and certain
initial holders named therein, and are subject to all of the terms, provisions
and conditions thereof, which


                                   Exhibit A-1
<PAGE>   38
Warrant Agreement is hereby incorporated herein by reference and made a part
hereof and to which Warrant Agreement reference is hereby made for a full
description of the rights, obligations, duties and immunities of the Company and
the holders of the Warrant Certificates. Capitalized terms used, but not
defined, herein have the meanings assigned to then, in the Warrant Agreement.

      This Warrant Certificate shall be exercisable, at the election of the
holder, either as an entirety or in part from time to time. If this Warrant
Certificate shall be exercised in part, the holder shall be entitled to receive,
upon surrender hereof, another Warrant Certificate or Warrant Certificates for
the number of Warrants not exercised. This Warrant Certificate, with or without
other Warrant Certificates, upon surrender at the office of the Company referred
to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another
Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants
entitling the holder to purchase a like aggregate number of shares of Common
Stock as the Warrants evidenced by the Warrant Certificate or Warrant
Certificates surrendered shall have entitled such holder to purchase.

      Except as expressly set forth in the Warrant Agreement, no holder of this
Warrant Certificate shall be entitled to any right to vote or receive dividends
or be deemed for any purpose the holder of shares of Common Stock or of any
other Securities of the Company that may at any time be issued upon the exercise
hereof, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
holder of a share of Common Stock in the Company or any right to vote upon any
matter submitted to holders of shares of Common Stock at any meeting thereof, or
to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of Securities, change of
par value, consolidation, merger, conveyance, or otherwise) or, except as
provided in the Warrant Agreement, to receive notice of meetings, or to receive
dividends or subscription rights, or otherwise, until the Warrant or Warrants
evidenced by this Warrant Certificate shall have been exercised as provided in
the Warrant Agreement.

      Other than with respect to the original issuance of the Warrants pursuant
to the Warrant Agreement, if the Warrant Certificate of the immediate transferor
of the holder of this Warrant Certificate bore the second paragraph of the
legend set forth above, this Warrant Certificate shall also bear such second
paragraph.

      THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW.


                                   Exhibit A-2
<PAGE>   39
      WITNESS the signature of a proper officer of the Company as of the date
first above written.

                                          THE CERPLEX GROUP, INC.,



                                          By ____________________________
                                             Name:
                                             Title:

ATTEST:


----------------------------
[Assistant] Secretary


                                   Exhibit A-3
<PAGE>   40
                              [FORM OF ASSIGNMENT]

                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
            SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)


      FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto


_______________________________________________________________________________
(Please print name and address of transferee.)

the accompanying Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint:


_______________________________________________________________________________

attorney in fact, to transfer the accompanying Warrant Certificate on the books
of the Company, with full power of substitution.


Dated: _______________, _______.

                                          ________________________________


                                          By _____________________________


                                     NOTICE

      The signature to the foregoing Assignment must correspond to the name as
written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.


                                   Exhibit A-4
<PAGE>   41
                         [FORM OF ELECTION TO PURCHASE]

               (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES
TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE)

To THE CERPLEX GROUP, INC.:

      The undersigned hereby irrevocably elects to exercise ___________________
Warrants represented by the accompanying Warrant Certificate to purchase the
shares of Common Stock issuable upon the exercise of such Warrants and requests
that certificates for such shares be issued in the name of:


_______________________________________________________________________________
(Please print name and address.)


_______________________________________________________________________________
(Please insert social security or other identifying number.)

If such number of Warrants shall not be all the Warrants evidenced by the
accompanying Warrant Certificate, a new Warrant Certificate for the balance
remaining of such Warrants shall be registered in the name of and delivered to:


_______________________________________________________________________________
(Please print name and address.)


_______________________________________________________________________________
(Please insert social security or other identifying number.)


Dated: ________________, ____.

                                          _____________________________


                                          By __________________________

                                    NOTICE

      The signature to the foregoing Election to Purchase must correspond to the
name as written upon the face of the accompanying Warrant Certificate or any
prior assignment thereof in every particular, without alteration or enlargement
or any change whatsoever.


                                   Exhibit A-5
<PAGE>   42
                                                                       EXHIBIT B


                    DETERMINATION OF FAIR MARKET SHARE PRICE.

      (a) Within two (2) days of the happening of any event requiring a
determination of the Fair Market Share Price, the Company shall give written
notice thereof to each holder of Warrants (which notice shall contain a
description of such event).

      (b) Within ten (10) days of the happening of each event requiring a
determination of the Fair Market Share Price, each of the Required
Warrantholders (as a group) and the Company shall designate an Appraiser for
purposes of determining the Fair Market Share Price and shall notify the other
party or parties of such designation (provided that, if the Company and such
holders so agree, they may jointly designate a single Appraiser, in which event
the determination of the Fair Market Share Price of the single Appraiser so
jointly designated shall be binding upon both the Company and the holders of
Warrants for the purposes of the determination of the Fair Market Share Price
hereunder). Each Appraiser will take such evidence, make such investigations and
examine such documents as it shall in its discretion determine to be necessary
and advisable to make a determination with respect to the Fair Market Share
Price. A detailed report from each Appraiser setting forth such Appraiser's
determination with respect to the Fair Market Share Price shall be delivered to
the Company and to each of the holders of Warrants as soon as possible following
such determination and, in any event, not later than thirty (30) days following
the happening of the event requiring determination of the Fair Market Share
Price.

      (c)   If either:

            (i) the Company or such holders shall fail, neglect or refuse to
      designate an Appraiser within the time period set forth in clause (b)
      above; or

            (ii) either of the two Appraisers so designated shall fail to
      deliver its detailed report within the time period set forth in said
      clause (b);

then, in each such case, the determination of the Fair Market Share Price of the
single Appraiser actually designated or the single Appraiser actually delivering
its detailed report, as the case may be, shall be binding upon both the Company
and the holders of Warrants for the purposes of the determination of the Fair
Market Share Price hereunder.

      (d) If the determinations of the Fair Market Share Price by both such
Appraisers do not differ by more than fifteen percent (15%) of the lower of the
two determinations, then the Fair Market Share Price shall be the arithmetic
average of those two determinations.


                                   Exhibit B-1
<PAGE>   43
      (e) If the determinations of the Fair Market Share Price by both such
Appraisers differ by more than fifteen percent (15%) of the lower of the two
determinations, then the parties shall promptly direct the two Appraisers to
consult with one another for the purpose of jointly designating a third
Appraiser, which designation shall be made not later than ten (10) days
following the delivery of the determinations pursuant to clause (b) above. The
third Appraiser shall review the first two appraisals and shall make an
independent determination with respect to the Fair Market Share Price.

            (i) In the event that the third Appraiser's determination is equal
      to or greater than the greater determination made by the first two
      Appraisers, the Fair Market Share Price shall equal the higher of the
      determinations of the first two Appraisers.

            (ii) In the event that the third Appraiser's determination is equal
      to or less than the lesser determination made by the first two Appraisers,
      the Fair Market Share Price shall equal the lesser of the determinations
      of the first two Appraisers.

            (iii) In the event that the third Appraiser's determination is
      between those of the first two Appraisers, the Fair Market Share Price
      shall equal the arithmetic average of the determinations of all three
      Appraisers.

A detailed report from the third Appraiser setting forth such Appraiser's
determination with respect to the Fair Market Share Price shall be delivered to
the Company and to each of the holders of Warrants as soon as possible following
such determination and, in any event, not later than thirty (30) days following
the earlier of (A) the delivery of the reports referred to in clause (b) above,
and (B) the first date upon which such reports are due to be delivered pursuant
to clause (b) above.

      (f) The Company agrees to cooperate with each Appraiser to the full extent
necessary to permit determination of the Fair Market Share Price.

      (g) All fees and expenses incurred in connection with the foregoing
determination of the Fair Market Share Price (including any and all fees and
expenses of each Appraiser) shall be borne by the Company. Any determination
made in accordance with this definition shall be effective for a period of
ninety (90) days immediately following such determination, unless there has been
a material development in the business of the Company and the Subsidiaries, in
which case there shall be a redetermination in accordance with the provisions of
this Exhibit.


                                   Exhibit B-2
<PAGE>   44
                                                                       EXHIBIT C

                                 CONFIDENTIALITY

      With respect to all data and information that has been or in the future is
furnished to or obtained by any holder of Warrant Certificates in connection
with this Agreement (excluding, in any case, any such data and information that
was or is available to the public or was not or is not treated as confidential
by any one or more of the Company, the Subsidiaries or the Affiliates), such
holder will hold such data and information in confidence in accordance with the
customary practices and standards of confidentiality generally employed by such
holder in respect of similar data and information obtained in connection with
other comparable investment transactions of such holder. Notwithstanding the
foregoing, any such holder may disclose any data and information furnished to or
obtained by it in connection with this Agreement:

            (a) the disclosure of which is, in such holder's sole good faith
      business and/or legal judgment, reasonably required in connection with
      regulatory requirements (including, without limitation, the requirements
      of the National Association of Insurance Commissioners but excluding, in
      any case, delivery of periodic financial statements and information to the
      National Association of Insurance Commissioners, the Securities Valuation
      Office thereof or any other agency thereof in connection with the rating,
      evaluation or other regulatory treatment of the Warrants or the Notes) or
      other legal requirements related to such holder's affairs, including,
      without limitation, the disclosure of such data and information in
      connection with or in response to (i) compliance with any law, ordinance
      or governmental order, regulation, rule, policy, subpoena, investigation
      or request, or (ii) any order, decree, judgment, subpoena, notice of
      discovery or similar ruling, or pleading issued, filed, served or
      purported on its face to be issued, filed or served (A) by or under
      authority of any court, tribunal, arbitration board or any governmental
      agency, commission, authority, board or similar entity or (B) in
      connection with any proceeding (including, without limitation, any
      proceeding to enforce the obligations of the Company under this
      Agreement), cause or matter pending (or on its face purported to be
      pending) before any court, tribunal, arbitration board or any governmental
      agency, commission, authority, board or similar entity;

            (b) to any one or more of the employees, officers, directors,
      agents, attorneys, accountants, professional consultants or trustees of
      such holder (or of any subsidiary or affiliate of such holder) who would
      have access to such data and information in the normal course of the
      performance of such Person's duties for such holder (or for such
      subsidiary or affiliate);

            (c) to Moody's Investors Service, Inc., Standard & Poor's
      Corporation or any other nationally recognized financial rating service
      that is reviewing the credit rating of any holder of Warrant Certificates
      or is rating or reviewing the


                                   Exhibit C-1
<PAGE>   45
      rating of the Warrants or the Common Stock issuable upon the exercise
      thereof; and

            (d) to any prospective purchaser, securities broker or dealer or
      investment banker in connection with the resale or proposed resale, in
      accordance with the terms hereof, of all or any portion of the Warrants or
      Common Stock issuable upon the exercise thereof by such holder.

In connection with any disclosure by any holder of Warrant Certificates under
clause (a) above, such holder will use reasonable efforts to notify the Company
of any such pending disclosure, provided that (x) such holder shall in no case
be liable to the Company for its failure to effect such notification, (y) the
failure to effect such notification shall not affect the ability of such holder
to make the disclosures contemplated under said clause (a) and (z) this sentence
shall not apply to the delivery of periodic financial statements and information
to the National Association of Insurance Commissioners, the Securities Valuation
Office thereof or any other agency thereof in connection with the rating,
evaluation or other regulatory treatment of the Warrants or the Notes. In
connection with any disclosure by any holder of Warrant Certificates under
clause (d) above, such holder will use reasonable efforts to cause any
prospective purchaser, securities broker or dealer or investment banker referred
to in said clause (d) to enter into a written confidentiality agreement with the
Company containing terms of confidentiality substantially similar to the terms
of confidentiality set forth in this Exhibit prior to effecting such disclosure,
provided that (yy) such holder shall in no case be liable to the Company if such
prospective purchaser, securities broker or dealer or investment banker shall
for any reason not enter into any such confidentiality agreement with the
Company and (zz) the failure of such prospective purchaser, securities broker or
dealer or investment banker to enter into any such confidentiality agreement
with the Company shall not affect the ability of such holder to make the
disclosures contemplated under said clause (d). No holder of Warrant
Certificates will be liable for the breach of the provisions of this Exhibit or
of any provision in any aforesaid confidentiality agreement by any other holder
of Warrant Certificates or by any Person to which any confidential data or
information shall be delivered in accordance with the provisions of this Exhibit
C.


                                   Exhibit C-2