EXHIBIT 4.3


THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE  HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE  TRANSFERRED  UNLESS  REGISTERED  OR  QUALIFIED  UNDER  SAID  ACT  AND
APPLICABLE  STATE  SECURITIES LAWS OR UNLESS THE COMPANY  RECEIVES AN OPINION OF
COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER)  REASONABLY  SATISFACTORY TO THE
COMPANY THAT REGISTRATION,  QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED
UNDER SAID ACT. THE OFFERING OF THIS  SECURITY HAS NOT BEEN REVIEWED OR APPROVED
BY ANY STATE'S SECURITIES  ADMINISTRATOR.  THIS WARRANT AND THE SHARES OF COMMON
STOCK  PURCHASABLE  HEREUNDER  ARE  ALSO  BENEFITED  BY  A  REGISTRATION  RIGHTS
AGREEMENT,  DATED AS OF JUNE 25,  1997,  BY AND AMONG THE  COMPANY AND THE OTHER
PARTIES LISTED THEREIN,  A COPY OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

                                                            Dated: June 25, 1997

                                     WARRANT

                   To Purchase 150,000 Shares of Common Stock


                             EXPIRING June 25, 2002

                  THIS IS TO CERTIFY THAT, for value  received,  INDOSUEZ CM II,
INC., or registered  assigns (the "Holder") is entitled to purchase from Styling
Technology Corporation,  a Delaware corporation (the "Company"),  at any time or
from time to time prior to 5:00 p.m.,  New York City time,  on June 25,  2002 at
the place where a Warrant  Agency (as  hereinafter  defined) is located,  at the
Exercise Price (as hereinafter  defined),  the number of shares of Common Stock,
par value  $0.0001 per share (the "Common  Stock"),  of the Company shown above,
all  subject to  adjustment  and upon the terms and  conditions  as  hereinafter
provided,  and is entitled also to exercise the other appurtenant rights, powers
and  privileges  hereinafter  described.  This  Warrant  is one  of one or  more
warrants  (the  "Warrants")  of the same form and  having the same terms as this
Warrant.

                  Certain terms used in this Warrant are defined in Article V.
<PAGE>
                                       2



                                    ARTICLE I

                              EXERCISE OF WARRANTS


                  1.1 METHOD OF EXERCISE.  To exercise  this Warrant in whole or
in part,  the Holder shall deliver to the Company,  at the Warrant  Agency,  (a)
this  Warrant,   (b)  a  written  notice,  in  substantially  the  form  of  the
Subscription  Notice attached hereto, of such Holder's election to exercise this
Warrant,  which notice shall  specify the number of shares of Common Stock to be
purchased,  the denominations of the share  certificate or certificates  desired
and the name or names in which such  certificates are to be registered,  and (c)
payment of the Exercise Price with respect to such shares.  Notwithstanding  the
foregoing, this Warrant shall be exercisable only, to the extent and at the time
or times,  that the  Holder  could  legally  take  possession  and title of such
shares.  Payment made pursuant to clause (c) above may be made, at the option of
the Holder: (x) by cash, certified or bank cashier's check or wire transfer, (y)
the surrender to the Company of  securities of the Company  having a value equal
to the aggregate  Exercise  Price,  as determined in good faith by the Company's
board of  directors,  or (z) the  delivery of a notice to the  Company  that the
Holder is  exercising  this  Warrant by  authorizing  the  Company to reduce the
number of shares of Common Stock subject to this Warrant by the number of shares
having an aggregate  value equal to the aggregate  Exercise Price, as determined
in good faith by the Company's board of directors.

                  The Company shall, as promptly as practicable and in any event
within  three  Business  Days  thereafter,  execute  and  deliver or cause to be
executed and  delivered,  in  accordance  with such  notice,  a  certificate  or
certificates  representing  the  aggregate  number  and type of shares of Common
Stock  specified  in said  notice.  The share  certificate  or  certificates  so
delivered shall be in such  denominations as may be specified in such notice or,
if such notice  shall not specify  denominations,  shall be in the amount of the
number of shares of Common Stock for which the Warrant is being  exercised,  and
shall be issued in the name of the  Holder or such  other name or names as shall
be  designated  in such notice,  subject to Section  1.4.  Such  certificate  or
certificates  shall be deemed to have been issued,  and such Holder or any other
Person so  designated  to be named  therein  shall be deemed for all purposes to
have become a holder of record of such shares, as of the date the aforementioned
notice is received by the  Company.  If this Warrant  shall have been  exercised
only in part, the Company shall,  at the time of delivery of the  certificate or
certificates,  deliver  to the  Holder a new  Warrant  evidencing  the rights to

<PAGE>
                                       3


purchase the remaining shares of Common Stock called for by this Warrant,  which
new Warrant shall in all other respects be identical  with this Warrant,  or, at
the  request of the Holder,  appropriate  notation  may be made on this  Warrant
which shall then be returned to the Holder.  The Company shall pay all expenses,
taxes and other charges payable in connection with the preparation, issuance and
delivery  of  share  certificates  and  new  Warrants,  except  that,  if  share
certificates  or new Warrants  shall be registered in a name or names other than
the name of the Holder,  funds sufficient to pay all transfer taxes payable as a
result of such  transfer  shall be paid by the Holder at the time of  delivering
the  aforementioned  notice of exercise or  promptly  upon  receipt of a written
request of the Company for payment.

                  1.2 SHARES TO BE FULLY PAID AND  NONASSESSABLE.  All shares of
Common Stock issued upon the exercise of this Warrant  shall be validly  issued,
fully  paid  and  nonassessable  and  free  from all  preemptive  rights  of any
stockholder,  and from all taxes,  liens and charges  with  respect to the issue
thereof  (other than transfer  taxes) and, if the Common Stock is then listed on
any national securities  exchanges (as defined in the Exchange Act) or quoted on
NASDAQ within 120 days after  completion  of a public  offering of the Company's
Stock pursuant to a  Registration  Statement  under the Securities  Act, be duly
listed or quoted thereon, as the case may be.

                  1.3 NO FRACTIONAL  SHARES TO BE ISSUED.  The Company shall not
be required to issue  fractions of shares of Common Stock upon  exercise of this
Warrant.  If any fraction of a share would,  but for this  Section,  be issuable
upon any exercise of this Warrant,  and if the Company shall have elected not to
issue such  fraction of a share,  in lieu of such  fractional  share the Company
shall pay to the Holder,  in cash,  an amount equal to such fraction of the Fair
Market  Value  per  share of  outstanding  Common  Stock of the  Company  on the
Business Day immediately prior to the date of such exercise.

                  1.4 SHARE LEGEND.  Each certificate for shares of Common Stock
issued upon exercise of this Warrant, unless at the time of exercise such shares
are registered under the Securities Act, shall bear the following legend:

         "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
         1933, AS AMENDED,  OR UNDER THE  SECURITIES  LAWS OF ANY STATE OR OTHER
         JURISDICTION  AND MAY  NOT BE  SOLD,  OFFERED  FOR  SALE  OR  OTHERWISE
         TRANSFERRED   UNLESS   REGISTERED  OR  QUALIFIED  UNDER  SAID  ACT  AND
         APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS THE  COMPANY  RECEIVES AN
         OPINION  OF  COUNSEL  REASONABLY   SATISFACTORY  TO  THE  COMPANY  THAT

<PAGE>
                                       4


         REGISTRATION,  QUALIFICATION  OR OTHER SUCH  ACTIONS  ARE NOT  REQUIRED
         UNDER SAID ACT. THE OFFERING OF THIS  SECURITY HAS NOT BEEN REVIEWED OR
         APPROVED BY ANY STATE SECURITIES  ADMINISTRATOR.  THIS SECURITY IS ALSO
         BENEFITED  BY A  REGISTRATION  RIGHTS  AGREEMENT,  DATED AS OF JUNE 25,
         1997,  BETWEEN THE COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY
         OF WHICH IS ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON WRITTEN
         REQUEST AND WITHOUT CHARGE."

                  Any certificate issued at any time in exchange or substitution
for any certificate  bearing such legend (except a new  certificate  issued upon
completion of a public distribution  pursuant to a registration  statement under
the  Securities  Act)  shall also bear such  legend  unless,  in the  opinion of
counsel  selected by the holder of such  certificate  (who may be an employee of
such holder) reasonably  satisfactory to the Company, the securities represented
thereby are no longer  subject to  restrictions  on resale under the  Securities
Act.

                  1.5 RESERVATION;  AUTHORIZATION.  The Company has reserved and
will keep  available for issuance upon exercise of the Warrants the total number
of shares of Common Stock deliverable upon exercise of all Warrants from time to
time  outstanding.  The  issuance  of such  shares  has been  duly  and  validly
authorized  and,  when issued and sold in  accordance  with the  Warrants,  such
shares will be duly and validly issued, fully paid and nonassessable.


                                   ARTICLE II

                       WARRANT AGENCY; TRANSFER, EXCHANGE
                           AND REPLACEMENT OF WARRANTS


                  2.1 WARRANT  AGENCY.  At any time during  which there are more
than 25 holders of Warrants,  if the Requisite Holders shall request appointment
of an independent warrant agency with respect to the Warrants, the Company shall
promptly appoint and thereafter  maintain,  at its own expense, an agency, which
agency may be the Company's then existing transfer agent (the "Warrant Agency"),
for certain  purposes  specified  herein,  and shall give prompt  notice of such
appointment (and appointment of any successor  Warrant Agency) to all holders of
Warrants. Until an independent Warrant Agency is so appointed, the Company shall
perform the obligations of the Warrant Agency provided herein at its address set
forth in Section 6.1 hereof or such other  address as the Company  shall specify
by notice to all Warrantholders.
<PAGE>
                                       5


                  2.2  OWNERSHIP OF WARRANT.  The Company may deem and treat the
Person in whose name this Warrant is  registered  as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any Person
other than the Warrant Agency) for all purposes and shall not be affected by any
notice to the contrary,  until  presentation of this Warrant for registration of
transfer as provided in this Article II.

                  2.3 TRANSFER OF WARRANT. The Company agrees to maintain at the
Warrant  Agency books for the  registration  of transfers of the  Warrants,  and
transfer of this Warrant and all rights hereunder shall be registered,  in whole
or in part, on such books, upon surrender of this Warrant at the Warrant Agency,
together  with a written  assignment of this Warrant duly executed by the Holder
or his duly  authorized  agent or  attorney,  with  (unless  the  Holder  is the
original  Warrantholder)  signatures  guaranteed by a bank or trust company or a
broker  or dealer  registered  with the NASD,  and funds  sufficient  to pay any
transfer  taxes  payable upon such  transfer.  Upon  surrender the Company shall
execute and  deliver a new  Warrant or  Warrants in the name of the  assignee or
assignees and in the  denominations  specified in the  instrument of assignment,
and this Warrant shall promptly be cancelled.  Notwithstanding the foregoing,  a
Warrant may be exercised by a new holder in accordance  with the  procedures set
forth herein without having a new Warrant  issued.  The Warrant Agency shall not
be required  to register  any  transfers  if the Holder  fails to furnish to the
Company, after a request therefor, an opinion of counsel reasonably satisfactory
to the Company that such transfer is exempt from the  registration  requirements
of the  Securities  Act;  PROVIDED  that the  Company  agrees  not to request an
opinion of counsel with respect to transfers by an affiliate of Credit  Agricole
Indosuez  to its  employees  so  long  as  such  persons  furnish  documentation
reasonably satisfactory to the Company.

                  2.4 DIVISION OR COMBINATION  OF WARRANTS.  This Warrant may be
divided or combined with other Warrants upon surrender hereof and of any Warrant
or Warrants  with which this  Warrant is to be  combined at the Warrant  Agency,
together with a written notice  specifying the names and  denominations in which
the new Warrant or Warrants are to be issued,  signed by the holders  hereof and
thereof or their  respective  duly  authorized  agents or attorneys.  Subject to
compliance  with  Section  2.3 as to any  transfer  which may be involved in the
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.
<PAGE>
                                       6


                  2.5 LOSS, THEFT,  DESTRUCTION OR MUTILATION OF WARRANTS.  Upon
receipt of evidence satisfactory to the Company of the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  reasonably  satisfactory to
the  Company  (the  original   Warrantholder's  or  any  institutional  Holder's
indemnity  being  satisfactory   indemnity  in  the  event  of  loss,  theft  or
destruction  of any Warrant owned by such  holder),  or, in the case of any such
mutilation,  upon surrender and  cancellation of such Warrant,  the Company will
make and deliver, in lieu of such lost, stolen,  destroyed or mutilated Warrant,
a new  Warrant of like tenor and  representing  the right to  purchase  the same
aggregate number of shares of Common Stock as provided for in such lost, stolen,
destroyed or mutilated Warrant.

                  2.6  EXPENSES OF DELIVERY OF WARRANTS.  The Company  shall pay
all expenses,  taxes (other than transfer taxes or income taxes of a Holder) and
other charges payable in connection with the preparation,  issuance and delivery
of Warrants and shares issuable upon exercise of the Warrants hereunder.


                                   ARTICLE III

                                 CERTAIN RIGHTS


                  3.1  REGISTRATION  RIGHTS.  The  Common  Stock  issuable  upon
exercise of this Warrant is entitled to the benefits of the Registration  Rights
Agreement  dated as of June 25,  1997,  by and among the  Company  and the other
parties listed therein (the "Registration Rights Agreement").  The Company shall
keep a copy of the Registration Rights Agreement, and any amendments thereto, at
the Warrant Agency and shall furnish copies thereof to the Holder upon request.

                  3.2 CONTEST AND APPRAISAL RIGHTS.  Upon each  determination of
Fair Market  Value  hereunder  (other than a  determination  relating  solely to
setting the value of fractional shares),  the Company shall promptly give notice
thereof  to  all   Warrantholders,   setting  forth  in  reasonable  detail  the
calculation of such Fair Market Value and the method and basis of  determination
thereof,  as the case may be. If the Requisite  Holders shall disagree with such
determination and shall, by notice to the Company given within 30 days after the
Company's  notice of such  determination,  elect to dispute such  determination,
such dispute shall be resolved in accordance with this Section 3.2. In the event
that a determination  of Market Price,  or a determination  of Fair Market Value
solely involving Market Price, is disputed,  such dispute shall be submitted, at

<PAGE>
                                       7


the Company's expense,  to a New York Stock Exchange member firm selected by the
Company and acceptable to the Warrantholders, whose determination of Fair Market
Value and/or Market  Price,  as the case may be, shall be binding on the Company
and the Warrantholders.  In the event that a determination of Fair Market Value,
other than a determination  solely  involving  Market Price,  is disputed,  such
dispute shall be resolved through the Appraisal Procedure.


                                   ARTICLE IV

                             ANTIDILUTION PROVISIONS


                  4.1 ADJUSTMENTS  GENERALLY.  The Exercise Price and the number
of shares  of Common  Stock (or other  securities  or  property)  issuable  upon
exercise of this Warrant shall be subject to  adjustment  from time to time upon
the occurrence of certain events, as provided in this Article IV.

                  4.2 COMMON STOCK  REORGANIZATION.  If the Company  shall after
the date of issuance of this Warrant subdivide its outstanding  shares of Common
Stock into a greater number of shares or consolidate its  outstanding  shares of
Common  Stock into a smaller  number of shares  (any such event  being  called a
"Common Stock  Reorganization"),  then (a) the Exercise Price shall be adjusted,
effective  immediately  after the record  date at which the holders of shares of
Common Stock are determined for purposes of such Common Stock Reorganization, to
a price determined by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock  outstanding  on such record date before giving effect to
such  Common  Stock  Reorganization  and the  denominator  of which shall be the
number of shares of Common Stock  outstanding after giving effect to such Common
Stock  Reorganization,  and (b) the number of shares of Common Stock  subject to
purchase  upon  exercise of this Warrant  shall be  adjusted,  effective at such
time, to a number determined by multiplying the number of shares of Common Stock
subject to purchase  immediately  before such Common Stock  Reorganization  by a
fraction, the numerator of which shall be the number of shares outstanding after
giving effect to such Common Stock  Reorganization  and the denominator of which
shall be the number of shares of Common  Stock  outstanding  immediately  before
such Common Stock Reorganization.
<PAGE>
                                       8


                  4.3 COMMON STOCK DISTRIBUTION.  (a) If the Company shall after
the date of issuance of this Warrant issue or otherwise  sell or distribute  any
shares of Common Stock, otherwise than pursuant to a Common Stock Reorganization
(any such event,  including any event described in paragraphs (b) and (c) below,
being  herein  called a  "Common  Stock  Distribution"),  if such  Common  Stock
Distribution  shall be for a  consideration  per share less than the Fair Market
Value per share of  outstanding  Common Stock of the Company on the date of such
Common  Stock  Distribution,  or on the first date of the  announcement  of such
Common Stock Distribution  (whichever is less), then, effective upon such Common
Stock  Distribution,  the  number of shares of  Common  Stock  purchasable  upon
exercise of this Warrant shall be adjusted by  multiplying  the number of shares
of Common Stock subject to purchase upon exercise of this Warrant by a fraction,
the  numerator  of which  shall be the total  number  of shares of Common  Stock
outstanding  (and issuable upon exercise or conversion of  outstanding  options,
warrants  and  convertible  securities)  immediately  prior to such Common Stock
Distribution  plus the number of shares of Common  Stock issued (or deemed to be
issued  pursuant  to  paragraphs  (b)  and  (c)  below)  in  such  Common  Stock
Distribution and the denominator of which shall be an amount equal to the sum of
(A) the number of shares of Common Stock outstanding (and issuable upon exercise
or conversion  of  outstanding  options,  warrants and  convertible  securities)
immediately  prior to such  Common  Stock  Distribution,  plus (B) the number of
shares of Common Stock which the aggregate  consideration,  if any,  received by
the Company  (determined as provided  below) for such Common Stock  Distribution
would buy at the Fair Market Value thereof,  as of the date immediately prior to
such Common Stock  Distribution or as of the date immediately  prior to the date
of  announcement of such Common Stock  Distribution  (whichever is less). In the
event of any such  adjustment,  the  Exercise  Price for each  Warrant  shall be
adjusted to a number determined by dividing the Exercise Price immediately prior
to such Common  Stock  Distribution  by the  fraction  used for  purposes of the
aforementioned adjustment.

                  The provisions of this  paragraph (a),  including by operation
of paragraph (b) or (c) below,  shall not operate to increase the Exercise Price
or to reduce  the number of shares of Common  Stock  subject  to  purchase  upon
exercise of this Warrant.

                  (b) If the  Company  shall  after the date of issuance of this
Warrant  issue,  sell,  distribute  or  otherwise  grant in any manner  (whether
directly or by assumption in a merger or otherwise)  any rights to subscribe for
or to purchase,  or any warrants or options for the purchase of, Common Stock or
any stock or securities  convertible into or exchangeable for Common Stock (such
rights,  warrants or options being herein called  "Options" and such convertible

<PAGE>
                                       9


or   exchangeable   stock  or  securities   being  herein  called   "Convertible
Securities"),  whether or not such  Options or the rights to convert or exchange
any such Convertible Securities are immediately  exercisable,  and the price per
share for which  Common  Stock is issuable  upon the exercise of such Options or
upon  conversion  or  exchange of such  Convertible  Securities  (determined  by
dividing (i) the aggregate amount, if any, received or receivable by the Company
as consideration  for the granting of such Options,  plus the minimum  aggregate
amount of additional  consideration  payable to the Company upon the exercise of
all  such  Options,  plus,  in  the  case  of  Options  to  acquire  Convertible
Securities,  the minimum aggregate amount of additional  consideration,  if any,
payable  upon the  issue  or sale of such  Convertible  Securities  and upon the
conversion or exchange  thereof,  by (ii) the total maximum  number of shares of
Common Stock  issuable upon the exercise of such Options or upon the  conversion
or exchange of all such  Convertible  Securities  issuable  upon the exercise of
such Options)  shall be less than the Fair Market Value per share of outstanding
Common Stock of the Company on the date of granting  such Options or on the date
of announcement  thereof (whichever is less), then for purposes of paragraph (a)
above,  the total  maximum  number of shares of Common Stock  issuable  upon the
exercise of such  Options or upon  conversion  or exchange of the total  maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued as of the date of  granting of such  Options
and thereafter shall be deemed to be outstanding and the Company shall be deemed
to have received as consideration  such price per share,  determined as provided
above,  therefor.  Except as  otherwise  provided  in  paragraph  (d) below,  no
additional  adjustment of the number of shares of Common Stock  purchasable upon
the  exercise of this  Warrant or of the  Exercise  Price shall be made upon the
actual  exercise  of  such  Options  or  upon  conversion  or  exchange  of such
Convertible Securities.

                  (c) If the  Company  shall  after the date of issuance of this
Warrant issue,  sell or otherwise  distribute or grant  (whether  directly or by
assumption in a merger or otherwise) any Convertible Securities,  whether or not
the rights to exchange or convert  thereunder are immediately  exercisable,  and
the price per share for which Common Stock is issuable  upon such  conversion or
exchange (determined by dividing (i) the aggregate amount received or receivable
by the Company as  consideration  for the issue,  sale or  distribution  of such
Convertible  Securities,  plus,  the  minimum  aggregate  amount  of  additional
consideration,  if any,  payable to the Company upon the  conversion or exchange
thereof,  by (ii) the total  maximum  number of shares of Common Stock  issuable
upon the  conversion or exchange of all such  Convertible  Securities)  shall be

<PAGE>
                                       10


less than the Fair Market  Value per share of  outstanding  Common  Stock of the
Company  on the  date of such  issue,  sale or  distribution  or on the  date of
announcement  thereof  (whichever is less),  then, for purposes of paragraph (a)
above,  the  total  maximum  number of shares  of  Common  Stock  issuable  upon
conversion  or exchange of all such  Convertible  Securities  shall be deemed to
have  been  issued as of the date of the  issue,  sale or  distribution  of such
Convertible  Securities and thereafter shall be deemed to be outstanding and the
Company shall be deemed to have received as consideration  such price per share,
determined  as  provided  above,  therefor.  Except  as  otherwise  provided  in
paragraph (d) below, no additional  adjustment of the number of shares of Common
Stock  purchasable  upon exercise of this Warrant or of the Exercise Price shall
be made upon the actual conversion or exchange of such Convertible Securities.

                  (d) If the purchase price provided for in any Option  referred
to in paragraph (b) above,  the additional  consideration,  if any, payable upon
the  conversion  or  exchange  of  any  Convertible  Securities  referred  to in
paragraph  (b) or (c)  above,  or the rate at which any  Convertible  Securities
referred to in paragraph (b) or (c) above are  convertible  into or exchangeable
for Common  Stock  shall  change at any time  (other  than under or by reason of
provisions  designed  to protect  against,  and having the effect of  protecting
against,  dilution upon an event which results in a related adjustment  pursuant
to this  Article  IV),  the number of shares of Common  Stock  purchasable  upon
exercise of this Warrant and the Exercise  Price then in effect shall  forthwith
be readjusted (effective only with respect to any exercise of this Warrant after
such  readjustment)  to the number of shares of Common  Stock  purchasable  upon
exercise of this  Warrant and the  Exercise  Price which would then be in effect
had the  adjustment  made upon the issue,  sale,  distribution  or grant of such
Options or  Convertible  Securities  been made based upon such changed  purchase
price,  additional  consideration  or  conversion  rate,  as the  case  may  be;
PROVIDED,  HOWEVER, that such readjustment shall give effect to such change only
with  respect  to  such  Options  and  Convertible  Securities  as  then  remain
outstanding.  If, at any time  after any  adjustment  of the number of shares of
Common Stock  purchasable  upon  exercise of each Warrant or the Exercise  Price
shall have been made pursuant to this Article IV on the basis of the issuance of
any Option or Convertible  Securities or after any new adjustments of the number
of shares of Common  Stock  purchasable  upon  exercise  of each  Warrant or the
Exercise  Price shall have been made  pursuant to this  paragraph,  the right of
conversion,  exercise or exchange in such Option or Convertible Securities shall
expire or  terminate,  and the right of  conversion,  exercise  or  exchange  in
respect of a portion of such  Option or  Convertible  Securities  shall not have

<PAGE>
                                       11


been  exercised,  such  previous  adjustment  shall be rescinded  and  annulled.
Thereupon,  a  recomputation  shall  be made of the  effect  of such  Option  or
Convertible  Securities  on the basis of treating the number of shares of Common
Stock, if any,  theretofore actually issued or issuable pursuant to the previous
exercise of such right of conversion, exercise or exchange as having been issued
on the  date or dates  of such  conversion,  exercise  or  exchange  and for the
consideration  actually received and receivable therefor,  and treating any such
Option or Convertible  Securities  which then remain  outstanding as having been
granted  or  issued  immediately  after  the time of any such  issuance  for the
consideration per share for which shares of Common Stock are issuable under such
Option or  Convertible  Securities;  and, if and to the extent called for by the
foregoing provisions of this Section on the basis aforesaid, a new adjustment of
the number of shares of Common Stock  purchasable  upon exercise of each Warrant
and the  Exercise  Price shall be made,  which new  adjustment  shall  supersede
(effective  only  with  respect  to any  exercise  of this  Warrant  after  such
readjustment) the previous adjustment so rescinded and annulled.

                  (e) If the  Company  shall  after the date of issuance of this
Warrant pay a dividend or make any other  distribution upon any capital stock of
the Company payable in Common Stock,  Options or Convertible  Securities,  then,
for purposes of paragraph (a) above,  such Common Stock,  Options or Convertible
Securities,  as the case may be,  shall be deemed  to have  been  issued or sold
without consideration.

                  (f) If any  shares of Common  Stock,  Options  or  Convertible
Securities  shall be issued,  sold or distributed  for cash,  the  consideration
received  therefor  shall be deemed to be the  amount  received  by the  Company
therefor prior to deduction of any underwriting  commissions or concessions paid
or  allowed  by the  Company in  connection  therewith.  If any shares of Common
Stock,  Options or Convertible  Securities shall be issued,  sold or distributed
for a consideration  other than cash, the amount of the consideration other than
cash received by the Company shall be deemed to be the Fair Market Value of such
consideration,  prior to deduction of any expenses incurred and any underwriting
commissions  or  concessions  paid  or  allowed  by the  Company  in  connection
therewith.  If any shares of Common  Stock,  Options or  Convertible  Securities
shall be issued in  connection  with any  merger  in which  the  Company  is the
surviving  corporation,  the amount of consideration therefor shall be deemed to
be the Fair  Market  Value of such  portion of the assets  and  business  of the
nonsurviving  corporation as shall be attributable to such Common Stock, Options
or Convertible Securities, as the case may be. If any Options shall be issued in
connection with the issue and sale of other securities of the Company,  together

<PAGE>
                                       12


comprising  one  integral  transaction  in which no  specific  consideration  is
allocated to such Options by the parties  thereto,  such Options shall be deemed
to have been issued for consideration to be determined pursuant to the Appraisal
Procedure.

                  (g) If the  Company  shall take a record of the holders of the
Common  Stock for the purpose of  entitling  them to receive a dividend or other
distribution  payable in Common Stock,  Options or Convertible  Securities or to
subscribe for or purchase Common Stock, Options or Convertible Securities,  then
such record date shall be deemed to be the date of the issue, sale, distribution
or grant of the shares of Common  Stock  deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase,  as the case may
be.

                  (h) For  purposes of  determining  whether any  adjustment  is
required  pursuant to this Article IV, any security of the Company having rights
substantially   equivalent   to  the  Common  Stock  as  to  dividends  or  upon
liquidation,  dissolution  or winding up of the  Company  shall be treated as if
such security were Common Stock.

                  4.4 DIVIDENDS. If the Company shall after the date of issuance
of this  Warrant  issue or  distribute  to all or  substantially  all holders of
shares of Common Stock evidences of  indebtedness,  any other  securities of the
Company or any property,  assets or cash,  and if such issuance or  distribution
does not constitute a Common Stock Reorganization or a Common Stock Distribution
(any such nonexcluded event being herein called a "Dividend"), (i) the number of
shares of Common Stock  subject to purchase  upon exercise of this Warrant shall
be increased (but not decreased), effective immediately after the record date at
which the holders of shares of Common Stock are  determined for purposes of such
Dividend,  to a number  determined by multiplying the number of shares of Common
Stock subject to purchase  immediately  before such Dividend by a fraction,  the
numerator  of which  shall be the Fair  Market  Value per  share of  outstanding
Common Stock on such record date and the  denominator of which shall be the Fair
Market Value per share of outstanding Common Stock of the Company on such record
date  less  the  then  Fair  Market  Value  of the  evidences  of  indebtedness,
securities,  cash,  or property or other assets  issued or  distributed  in such
Dividend with respect to one share of Common Stock,  and (ii) the Exercise Price
shall be decreased (but not increased) to a price  determined by multiplying the
Exercise Price then in effect by a fraction, the numerator of which shall be the
number of shares of Common  Stock  subject to  purchase  upon  exercise  of this
Warrant  immediately  before such Dividend and the denominator of which shall be
the number of shares of Common Stock  subject to purchase  upon exercise of this

<PAGE>
                                       13


Warrant  immediately after such Dividend.  If after the date of issuance of this
Warrant  the  Company  repurchases  shares  of  Common  Stock  for a  per  share
consideration  which  exceeds the Fair Market Value (as  calculated  immediately
prior to such repurchase), then the number of shares of Common Stock purchasable
upon  exercise  of this  Warrant  and the  Exercise  Price  shall be adjusted in
accordance with the foregoing  provisions,  as if, in lieu of such  repurchases,
the Company had (I)  distributed a Dividend  having a Fair Market Value equal to
the Fair Market Value of all property and cash expended in the repurchases,  and
(II) effected a reverse split of the Common Stock in the proportion  required to
reduce the number of shares of Common Stock  outstanding  from (A) the number of
such shares  outstanding  immediately  before such first  repurchase  to (B) the
number of such shares outstanding immediately following all the repurchases.

                  4.5 CAPITAL  REORGANIZATION.  If after the date of issuance of
this Warrant there shall be any  consolidation or merger to which the Company is
a party,  other  than a  consolidation  or a merger  in which the  Company  is a
continuing  corporation and which does not result in any reclassification of, or
change (other than a Common Stock  Reorganization or a change in par value), in,
outstanding shares of Common Stock, or any sale or conveyance of the property of
the Company as an entirety or substantially as an entirety (any such event being
called a "Capital  Reorganization"),  then, effective upon the effective date of
such Capital  Reorganization,  the Holder shall have the right to purchase, upon
exercise  of this  Warrant,  the kind and  amount  of  shares of stock and other
securities  and property  (including  cash) which the Holder would have owned or
have been entitled to receive after such Capital  Reorganization if this Warrant
had been exercised  immediately prior to such Capital  Reorganization,  assuming
such  holder (i) is not a person  with which the  Company  consolidated  or into
which the Company  merged or which merged into the Company or to which such sale
or  conveyance  was  made,  as the case  may be  ("constituent  person"),  or an
Affiliate  of a  constituent  person and (ii) failed to  exercise  his rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such Capital Reorganization (provided that if the kind or amount
of   securities,   cash  or  other   property   receivable   upon  such  Capital
Reorganization  is not the same for each share of Common Stock held  immediately
prior  to  such  consolidation,  merger,  sale or  conveyance  by  other  than a
constituent  person or an Affiliate  thereof and in respect of which such rights
of election shall not have been exercised  ("non-electing  share"), then for the
purposes  of this  Section  the kind and  amount  of  shares  of stock and other
securities  or other  property  (including  cash)  receivable  upon such Capital
Reorganization shall be deemed to be the kind and amount so receivable per share

<PAGE>
                                       14


by a plurality of the  non-electing  shares).  As a condition  to effecting  any
Capital  Reorganization,  the Company or the successor or surviving corporation,
as the case may be, shall execute and deliver to each  Warrantholder  and to the
Warrant Agency an agreement as to the Warrantholder's  rights in accordance with
this Section 4.5,  providing for subsequent  adjustments as nearly equivalent as
may be  practicable  to the  adjustments  provided  for in this  Article IV. The
provisions  of this  Section 4.5 shall  similarly  apply to  successive  Capital
Reorganizations.

                  4.6 CERTAIN OTHER  EVENTS.  If any event occurs after the date
of issuance of this Warrant as to which the foregoing provisions of this Article
IV are not strictly  applicable  or, if strictly  applicable,  would not, in the
good faith judgment of the Board of Directors of the Company, fairly protect the
purchase  rights of the Warrants in  accordance  with the  essential  intent and
principles of such  provisions,  then such Board shall make such  adjustments in
the application of such provisions, in accordance with such essential intent and
principles,  as shall be reasonably necessary, in the good faith opinion of such
Board, to protect such purchase  rights as aforesaid,  but in no event shall any
such  adjustment  have the effect of increasing the Exercise Price or decreasing
the number of shares of Common Stock  subject to purchase  upon exercise of this
Warrant, or otherwise adversely affect the Warrantholders.

                  4.7 ADJUSTMENT  RULES. (a) Any adjustments  pursuant to this
Article IV shall be made successively whenever an event referred to herein shall
occur.

                  (b) If the Company  shall set a record date to  determine  the
holders of shares of Common Stock for purposes of a Common Stock Reorganization,
Common Stock Distribution, Dividend or Capital Reorganization, and shall legally
abandon such action prior to effecting such Action,  then no adjustment shall be
made pursuant to this Article IV in respect of such action.

                  (c) No  adjustment  in the amount of shares  purchasable  upon
exercise of this Warrant or in the Exercise Price shall be made hereunder unless
such  adjustment  increases or decreases  such amount or price by one percent or
more, but any such lesser  adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which together with
any adjustments so carried forward shall serve to adjust such amount or price by
one percent or more.

                  (d)  No  adjustment  in  the  Exercise  Price  shall  be  made
hereunder if such adjustment  would reduce the exercise price to an amount below
par value of the Common  Stock,  which par value shall  initially be $0.0001 per
share of Common Stock.
<PAGE>
                                       15


                  (e) No adjustment shall be made pursuant to this Article IV in
respect of the issuance (or deemed  issuance) or  repurchase of shares of Common
Stock in connection with the exercise of the Warrants.

                  4.8 PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT. As a
condition  precedent  to the  taking  of  any  action  which  would  require  an
adjustment  pursuant to this Article IV, the Company shall take any action which
may be necessary,  including obtaining  regulatory  approvals or exemptions,  in
order that the Company may  thereafter  validly and legally  issue as fully paid
and  nonassessable  all shares of Common Stock which the holders of Warrants are
entitled to receive upon exercise thereof.

                  4.9  NOTICE OF  ADJUSTMENT.  Not less than 20 nor more than 60
days  prior to the record  date or  effective  date,  as the case may be, of any
action which requires or might require an adjustment or readjustment pursuant to
this  Article IV, the Company  shall give notice to each  Warrantholder  of such
event, describing such event in reasonable detail and specifying the record date
or  effective  date,  as the case may be, and,  if  determinable,  the  required
adjustment  and the  computation  thereof.  If the  required  adjustment  is not
determinable  at the time of such notice,  the Company shall give notice to each
Warrantholder of such adjustment and computation  promptly after such adjustment
becomes determinable.


                                    ARTICLE V

                                   DEFINITIONS


                  The  following  terms,  as  used  in this  Warrant,  have  the
following respective meanings:

                  "Appraisal   Procedure"   means  a   procedure   whereby   two
independent  appraisers,  one  chosen by the  Company  and one by the  Requisite
Holders,  shall  mutually  agree  upon the  determinations  then the  subject of
appraisal.  Each  party  shall  deliver  a notice to the  other  appointing  its
appraiser within 15 days after the Appraisal  Procedure is invoked. If within 30
days after  appointment of the two appraisers  they are unable to agree upon the
amount in question, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual  consent of such first two appraisers or, if such first

<PAGE>
                                       16


two appraisers  fail to agree upon the  appointment of a third  appraiser,  such
appointment  shall  be  made by the  American  Arbitration  Association,  or any
organization successor thereto, from a panel of arbitrators having experience in
the appraisal of the subject  matter to be appraised.  The decision of the third
appraiser  so  appointed  and  chosen  shall be given  within 30 days  after the
selection of such third  appraiser.  If three  appraisers shall be appointed and
the determination of one appraiser is disparate from the middle determination by
more than twice the amount by which the other  determination  is disparate  from
the middle  determination,  then the  determination  of such appraiser  shall be
excluded,  the remaining two  determinations  shall be averaged and such average
shall be binding and conclusive on the Company and the Warrantholders; otherwise
the average of all three  determinations  shall be binding and conclusive on the
Company and the Warrantholders.  The costs of conducting any Appraisal Procedure
shall be borne by the Warrantholders requesting such Appraisal Procedure, except
(a) the fees and  expenses  of the  appraiser  appointed  by the Company and any
costs  incurred by the Company  shall be borne by the Company,  (b) the fees and
expenses  of the  appraiser  appointed  by the  Requisite  Holders and any costs
incurred by the Requisite Holders shall be borne by the Requisite  Holders,  and
(c) the fees and  expenses of a third  appraiser  shall be borne  equally by the
Company and the Requisite  Holders,  provided that if such  Appraisal  Procedure
shall result in a  determination  that is disparate by 5% or more to the benefit
of the holder from the Company's initial determination,  all costs of conducting
such Appraisal Procedure shall be borne by the Company.

                  "Business  Day" shall mean (a) if any class of Common Stock is
listed or admitted to trading on a national securities  exchange, a day on which
the principal national  securities  exchange on which such class of Common Stock
is listed or  admitted  to  trading is open for  business  or (b) if no class of
Common  Stock is so listed or admitted  to trading,  a day on which any New York
Stock Exchange member firm is open for business.

                  "Capital Reorganization" shall have the meaning set forth in
Section 4.5.

                  "Closing  Price" with respect to any security on any day means
(a) if such security is listed or admitted for trading on a national  securities
exchange, the reported last sales price regular way or, if no such reported sale
occurs on such day, the average of the closing bid and asked prices  regular way
on such day, in each case as reported in the principal consolidated  transaction
reporting  system with respect to securities  listed on the  principal  national
securities  exchange  on which such class of  security  is listed or admitted to

<PAGE>
                                       17


trading,  or (b) if such  security  is not listed or  admitted to trading on any
national securities exchange, the last quoted sales price, or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter  market
on such day as  reported by NASDAQ or any  comparable  system then in use or, if
not so  reported,  as  reported  by any New  York  Stock  Exchange  member  firm
reasonably selected by the Company for such purpose.

                  "Common  Stock"  shall have the meaning set forth in the first
paragraph of this Warrant subject to adjustment pursuant to Article IV.

                  "Common Stock Distribution" shall have the meaning set forth
in Section 4.3(a).

                  "Common  Stock  Reorganization"  shall have the  meaning set
forth in Section 4.2.

                  "Company"  shall  have the  meaning  set  forth in the first
paragraph of this Warrant.

                  "Convertible Securities" shall have the meaning set forth in
Section 4.3(b).

                  "Dividend" shall have the meaning set forth in Section 4.4.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended,  and any  similar  or  successor  federal  statute,  and the  rules and
regulations  of the  Securities  and  Exchange  Commission  (or  its  successor)
thereunder, all as the same shall be in effect at the time.

                  "Exercise Price" shall mean $10.18 per share of Common Stock
acquired pursuant to the exercise of this Warrant.

                  "Fair  Market  Value"  means  the  fair  market  value  of the
business or property in question,  as  determined  in good faith by the Board of
Directors of the Company,  provided,  however, that the Fair Market Value of any
security  for which a Closing  Price is  available  shall be the Market Price of
such  security.  The Fair  Market  Value of the Common  Stock  shall be the Fair
Market Value of the entire equity  interest in the Company and its  subsidiaries
as a going  concern,  minus  the  Fair  Market  Value  of the  Company's  equity
securities (if any) entitled to a preference  over the Common Stock in the event
of a liquidation of the Company.  Notwithstanding the foregoing, if, at any date
of  determination  of the Fair Market Value of the entire equity interest in the

<PAGE>
                                       18


Company,  the Common Stock of any class shall then be publicly traded,  the Fair
Market  Value of the Company on such date shall be the Market Price on such date
multiplied  by the number of shares of Common  Stock on a fully  diluted  basis,
giving effect to any  consideration to be paid to the Company in connection with
the exercise or conversion of any security.

                  "Holder"  shall  have the  meaning  set  forth in the  first
paragraph of this Warrant.

                  "Market  Price" with  respect to any security on any day means
the average of the daily Closing  Prices of a share or unit of such security for
the 10  consecutive  Business  Days ending on the most recent  Business  Day for
which a Closing Price is available;  provided,  however, that in the event that,
in the case of Common  Stock,  the Market  Price is  determined  during a period
following the  announcement  by the Company of (A) a dividend or distribution of
Common Stock, or (B) any subdivision,  combination or reclassification of Common
Stock and prior to the expiration of 20 Business Days after the ex-dividend date
for such  dividend or  distribution,  or the record  date for such  subdivision,
combination or  reclassification,  then, and in each such case, the Market Price
shall be  appropriately  adjusted to reflect the current  market price per share
equivalent of Common Stock.

                  "NASD" means The National Association of Securities Dealers,
Inc.

                  "NASDAQ"  means  The  National   Association  of  Securities
Dealers, Inc. Automated Quotation System.

                  "Options"  shall  have the  meaning  set  forth  in  Section
4.3(b).

                  "Registration  Rights  Agreement" shall have the meaning set
forth in Section 3.1.

                  "Requisite  Holders" means the holders of Warrants to purchase
a majority of the shares of Common Stock  issuable upon exercise of the Warrants
(excluding  Warrants held by the Company or any of its subsidiaries) at the time
outstanding.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  and any  similar  or  successor  federal  statute,  and the  rules and
regulations  of the  Securities  and  Exchange  Commission  (or  its  successor)
thereunder, all as the same shall be in effect at the time.
<PAGE>
                                       19


                  "Warrant Agency" shall have the meaning set forth in Section
2.1.

                  "Warrantholder" means a holder of a Warrant.

                  "Warrants"  shall  have the  meaning  set forth in the first
paragraph of this Warrant.


                                   ARTICLE VI

                                  MISCELLANEOUS


                  6.1  NOTICES.  All  notices,  requests,   consents  and  other
communications  provided  for herein  shall be in writing and shall be effective
upon  delivery in person,  faxed,  or mailed by  certified or  registered  mail,
return receipt requested, postage pre-paid, addressed as follows:

                  (i)  if  to  the   Company,   to  1146  South  Cedar  Ridge,
          Duncanville,  Texas 75137, Attention:  Richard R. Ross; with a copy to
          O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A., One East
          Camelback Road,  Phoenix,  Arizona 85012,  Attention:  Robert S. Kant,
          Esq.;

                  (ii) if to an initial  Holder of Warrants,  to such Holder c/o
         Credit Agricole Indosuez at 1211 Avenue of the Americas, 7th Floor, New
         York, New York 10036,  with a copy to Cahill Gordon & Reindel,  80 Pine
         Street, New York, New York 10005, Attention:  John Schuster,  Esq., and
         if to any subsequent  Holder of Warrants,  to it at such address as may
         have been furnished to the Company in writing by such Holder;

or, in any case, at such other address or addresses as shall have been furnished
in  writing  to the  Company  (in the case of a holder  of  Warrants)  or to the
Holders  of  Warrants  (in the  case of the  Company)  in  accordance  with  the
provisions of this paragraph.

                  6.2 WAIVERS;  AMENDMENTS. No failure or delay of the Holder in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and  remedies of the Holder are  cumulative  and not
exclusive  of any  rights  or  remedies  which  it  would  otherwise  have.  The
provisions  of this  Warrant may be  amended,  modified or waived with (and only

<PAGE>
                                       20


with) the written  consent of the Company and the Requisite  Holders;  provided,
however,  that no such  amendment,  modification  or waiver  shall,  without the
written consent of each Warrantholder whose interest might be adversely affected
by such amendment,  modification  or waiver,  (a) change the number of shares of
Common Stock subject to purchase  upon  exercise of this  Warrant,  the Exercise
Price or  provisions  for  payment  thereof  or (b)  amend,  modify or waive the
provisions  of  this  Section  or  Articles  III or IV.  The  provisions  of the
Registration  Rights  Agreement  may be  amended,  modified  or  waived  only in
accordance with the respective provisions thereof.

                  Any such amendment,  modification or waiver effected  pursuant
to  this  Section  or  the  applicable  provisions  of the  Registration  Rights
Agreement  shall be binding upon the holders of all Warrants and Warrant Shares,
upon each future holder  thereof and upon the Company.  In the event of any such
amendment,  modification  or waiver the Company shall give prompt notice thereof
to all Warrantholders and, if appropriate, notation thereof shall be made on all
Warrants thereafter surrendered for registration of transfer or exchange.

                  No notice or demand on the  Company in any case shall  entitle
the  Company  to any other or  further  notice or  demand  in  similar  or other
circumstances.

                  6.3  GOVERNING  LAW.  This  Warrant  shall be  construed  in
accordance with and governed by the laws of the State of Delaware without regard
to principles of conflicts of law.

                  6.4 SURVIVAL OF  AGREEMENTS;  REPRESENTATIONS  AND  WARRANTIES
ETC. All representations, warranties and covenants made by the Company herein or
in any  certificate  or other  instrument  delivered  by or on  behalf  of it in
connection with the Warrants shall be considered to have been relied upon by the
Holder and shall survive the issuance and delivery of the  Warrants,  regardless
of any  investigation  made by the Holder,  and shall continue in full force and
effect  so long as any  Warrant  is  outstanding.  All  statements  in any  such
certificate or other instrument shall constitute  representations and warranties
hereunder.

                  6.5 COVENANTS TO BIND  SUCCESSOR AND ASSIGNS.  All  covenants,
stipulations,  promises and agreements in this Warrant contained by or on behalf
of the Company shall bind its  successors  and assigns,  whether so expressed or
not.
<PAGE>
                                       21


                  6.6  SEVERABILITY.  In case any one or more of the  provisions
contained in the Registration Rights Agreement or this Warrant shall be invalid,
illegal  or   unenforceable   in  any  respect,   the   validity,   legality  or
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good  faith  negotiations  to replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  6.7 SECTION  HEADINGS.  The sections  headings used herein are
for  convenience of reference  only, are not part of this Warrant and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

                  6.8 NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle
the Holder to any rights as a stockholder of the Company.

                  6.9 NO  IMPAIRMENT.  The  Company  shall  not  by  any  action
including,  without  limitation,  amending its certificate of  incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the rights of the  Holder  against  impairment.  Without  limiting  the
generality of the foregoing,  the Company will (a) not,  directly or indirectly,
increase  the par  value of any  shares  of  Common  Stock  receivable  upon the
exercise of this Warrant  above the amount  payable  therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as may
be  necessary or  appropriate  in order that the Company may validly and legally
issue fully paid and  nonassessable  shares of Common Stock upon the exercise of
this Warrant, and (c) use its commercially reasonable best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

<PAGE>


                  IN WITNESS WHEREOF,  Styling Technology Corporation has caused
this  Warrant  to be  executed  in its  corporate  name  by one of its  officers
thereunto  duly  authorized,  and  attested  by its  Secretary  or an  Assistant
Secretary, all as of the day and year first above written.

                                           STYLING TECHNOLOGY CORPORATION


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

Attest:

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

<PAGE>


                               SUBSCRIPTION NOTICE

                    (To be executed upon exercise of Warrant)

                  TO                       :

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right to purchase  represented  by the  attached  Warrant  for,  and to purchase
thereunder,  _________________  shares of Common Stock, as provided for therein,
and tenders  herewith  payment of the Exercise Price in full in accordance  with
the terms of the attached Warrant.

                  Please issue a certificate or certificates  for such shares of
Common Stock in the following name or names and denominations:




                  If said number of shares shall not be all the shares  issuable
upon exercise of the attached Warrant, a new Warrant is to be issued in the name
of the undersigned for the balance remaining of such shares less any fraction of
a share paid in cash.

Dated:  _____________, 19__


                                           _____________________________________
                                           Note:  The above signature should
                                                  correspond exactly with the
                                                  name on the face of the
                                                  attached Warrant or with the
                                                  name of the assignee appearing
                                                  in the assignment form below.



<PAGE>


                                   ASSIGNMENT

                   (To be executed upon assignment of Warrant)


                  For  value  received,   ______________________________  hereby
sells,  assigns and  transfers  unto  __________________  the attached  Warrant,
together  with  all  rights,   title  and  interest  therein,  and  does  hereby
irrevocably constitute and appoint  _________________  attorney to transfer said
Warrant on the books of ____________________, with full power of substitution in
the premises.

                                            ____________________________________
                                            Note: The  above  signature   should
                                                  correspond  exactly  with  the
                                                  name   on  the   face  of  the
                                                  attached Warrant.