<PAGE>   1

                                                                    EXHIBIT 4.13

                           FORM OF WARRANT CERTIFICATE

THE OFFER AND SALE OF THE WARRANTS EVIDENCED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON AN EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
COVERING SUCH SALE OR TRANSFER OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
(WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


No. ___                                                      __________ Warrants

                               WARRANT CERTIFICATE

         This Warrant Certificate ("Warrant Certificate") certifies that
Stratford Capital Partners, L.P., a Texas limited partnership ("Warrant
Holder"), or registered assigns, is the registered holder of 775,713 Warrants
("Warrants") to purchase Common Stock of Clear Holdings, Inc., a Georgia
corporation (the "Company"). Each Warrant entitles the holder, subject to the
conditions set forth herein and in the Securities Purchase Agreement referred to
below, to purchase from the Company before 5:00 P.M., Dallas, Texas time, on the
Warrant Expiration Date (as defined in the Securities Purchase Agreement), one
fully paid and nonassessable share of the Common Stock of the Company (the
"Warrant Shares") at a price (the "Warrant Exercise Price") of $0.01 per Warrant
Share, subject to adjustment as provided in Section 3.2 of the Securities
Purchase Agreement, payable in lawful money of the United States of America (or,
subject to the terms of Section 3.1 of the Securities Purchase Agreement, by
offsetting the accrued dividends on the Preferred Shares, upon surrender of this
Warrant Certificate, execution of the form of Election to Purchase on the
reverse hereof, and payment of the Warrant Exercise Price (in lawful money of
the United States of America or by offsetting the accrued dividends on the
Preferred Shares) to the Company, at its offices located at 440 Interstate North
Parkway, Atlanta, Georgia 30339, or at such other address as the Company may
specify in writing to the registered holder of the Warrants evidenced hereby
(the "Warrant Office"). The Warrant Exercise Price and number of Warrant Shares
purchasable upon exercise of the Warrants are subject to adjustment prior to the
Expiration Date upon the occurrence of certain events as set forth in Section
3.2 of the Securities Purchase Agreement.

         No Warrant may be exercised after 5:00 P.M., Dallas, Texas time, on the
Warrant Expiration Date, except as provided in Section 3.4 of the Securities
Purchase Agreement, all rights of the registered holders of the Warrants shall
cease after 5:00 P.M., Dallas, Texas time, on such date.

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

         Warrant Certificates, when surrendered at the office of the Company at
the above-mentioned address by the registered holder hereof in person or by a
legal representative duly authorized in writing, may be exchanged, in the manner
and subject to the limitations provided in the Securities Purchase


<PAGE>   2



Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the aggregate a
like number of Warrants.

         Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Company at the above-mentioned address and
subject to the conditions set forth on this Certificate and in Section 4.2 of
the Securities Purchase Agreement, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued in exchange for this Warrant Certificate to the
transferee(s) and, if less than all the Warrants evidenced hereby are to be
transferred, to the registered holder hereof, subject to the limitations
provided in the Securities Purchase Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

         This Warrant Certificate is one of the Warrant Certificates referred to
in the Securities Purchase Agreement, dated as of November 1, 1999, between the
Company, the Warrant Holder and Stratford Equity Partners, L.P. Said Securities
Purchase Agreement is hereby incorporated by referenced in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its duly authorized officers and has caused its corporate seal to
be affixed hereunto.


                                       CLEAR HOLDINGS, INC.


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



<PAGE>   3



                          FORM OF ELECTION TO PURCHASE

                    (To be executed upon exercise of Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ______ Warrant Shares and
herewith [ ] tenders payment for such Warrant Shares to the order of the Company
in the amount of $_______ in accordance with the terms hereof, or [ ] represents
and warrants to the Company that the undersigned is the legal and beneficial
owner of the Shares and hereby advises the Company that the undersigned has
offset accrued dividends on the Preferred Shares in the amount of $__________ in
payment for the Warrant Shares. The undersigned requests that a certificate for
such Warrant Shares be registered in the name of ___________ whose address is
________ _____________ and that such certificate be delivered to __________
whose address is ____________________. If said number of Warrant Shares is less
than all of the Warrant Shares purchased hereunder, the undersigned requests
that a new Warrant Certificate be registered in the name of ______________ whose
address is ______________ and that such Warrant Certificate is to be delivered
to _______________ whose address is __________________.



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


Date:
     ---------------