EXHIBIT 10.3

                              FRESH AMERICA CORP


                               WARRANT AGREEMENT

                            DATED AS OF MAY 4, 1998


                   155,483 WARRANTS TO PURCHASE COMMON STOCK
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                               TABLE OF CONTENTS
                            (NOT PART OF AGREEMENT)
                                                                            PAGE


1.    FORM, EXECUTION AND TRANSFER OF WARRANT CERTIFICATES.................  1
      1.1   Form of Warrant Certificates...................................  1
      1.2   Execution of Warrant Certificates; Registration
            Books..........................................................  1
      1.3   Transfer, Split Up, Combination and Exchange of
            Warrant Certificates; Lost or Stolen Warrant
            Certificates...................................................  2
      1.4   Subsequent Issuance of Warrant Certificates....................  2
      1.5   Effect of Issuance in Registered Form..........................  3

2.    EXERCISE OF WARRANTS; PAYMENT OF PURCHASE PRICE......................  3
      2.1   Exercise of Warrants...........................................  3
      2.2   Issuance of Common Stock.......................................  5
      2.3   Unexercised Warrants...........................................  5
      2.4   Cancellation and Destruction of Warrant
            Certificates...................................................  6
      2.5   Notice of Expiration...........................................  6
      2.6   Fractional Shares..............................................  6

3.    AGREEMENTS OF THE COMPANY............................................  6
      3.1   Reservation of Common Stock....................................  6
      3.2   Common Stock To Be Duly Authorized and Issued,
            Fully Paid and Nonassessable...................................  6
      3.3   Transfer Taxes.................................................  7
      3.4   Common Stock Record Date.......................................  7
      3.5   Rights in Respect of Common Stock..............................  7
      3.6   CUSIP Number...................................................  7
      3.7   Right of Action................................................  8
      3.8   Right to Receive Distribution of Spinoff Warrants..............  8

4.    ANTIDILUTION ADJUSTMENTS............................................. 10
      4.1   Mechanical Adjustments......................................... 10
      4.2   Stock Dividends, Subdivisions and Combinations................. 10
      4.3   Dividends and Distributions.................................... 11
      4.4   Repurchases of Common Stock or Rights.......................... 11
      4.5   Issuances of Additional Common Stock or Rights................. 12
      4.6   Expiration of Rights........................................... 13
      4.7   Spinoff........................................................ 14
      4.8   Consolidation; Merger; Sale; Reclassification.................. 14
      4.9   De Minimis Changes in Purchase Price........................... 15
      4.10  Adjustment of Number of Shares Issuable Pursuant
            to Warrants.................................................... 15
      4.11  Miscellaneous.................................................. 15
      4.12  Other Securities............................................... 16
      4.13  Additional Agreements of the Company........................... 16

5.    REPORTING COVENANTS.................................................. 17
      5.1   Financial and Business Information............................. 17
      5.2   Information Concerning Antidilution Adjustments................ 18

6.    REGISTRATION RIGHTS.................................................. 19

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      6.1   Shelf Registration............................................. 19
      6.2   Incidental Registration........................................ 21
      6.3   Companies Registration......................................... 23
      6.4   Registration Procedures........................................ 23
      6.5   Reasonable Investigation....................................... 26
      6.6   Registration Expenses.......................................... 27
      6.7   Indemnification; Contribution.................................. 27
      6.8   Holdback Agreements; Registration Rights to
            Others......................................................... 30
      6.9   Other Registration of Common Stock............................. 30
      6.10  Availability of Information.................................... 30

7.    INTERPRETATION OF THIS AGREEMENT..................................... 31
      7.1   Certain Defined Terms.......................................... 31
      7.2   Descriptive Headings........................................... 47
      7.3   Governing Law.................................................. 47

8.    MISCELLANEOUS........................................................ 47
      8.1   Expenses....................................................... 47
      8.2   Amendment and Waiver........................................... 48
      8.3   Directly or Indirectly......................................... 49
      8.4   Survival of Representations and Warranties;
            Entire Agreement............................................... 49
      8.5   Successors and Assigns......................................... 49
      8.6   Notices........................................................ 49
      8.7   Satisfaction Requirement....................................... 50
      8.8   Severability................................................... 50
      8.9   Counterparts................................................... 50
      8.10  Waiver of Jury Trial; Consent to Jurisdiction;
            Etc............................................................ 50


Annex 1     --     Addresses of Purchasers
Annex 2     --     Address of Company

Attachment A      --     Form of Warrant Certificate

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                              WARRANT AGREEMENT

      WARRANT AGREEMENT, dated as of May 4, 1998 among FRESH AMERICA CORP., a
Texas corporation (together with its successors and assigns, the "COMPANY"), and
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY and SIGNATURE 1A (CAYMAN), LTD. (together with their respective
successors and assigns, the "PURCHASERS").

                                   AGREEMENT

      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 Attachment A hereto 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. Each Warrant Certificate shall be dated 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 a number of shares of Common Stock equal to the number of Warrants
specified on the face of 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.

            (A) EXECUTION OF WARRANT CERTIFICATES. The Warrant Certificates
      shall be executed on behalf of the Company by an officer of the Company
      authorized by the Board of Directors. In case the officer of the Company
      who shall have signed any Warrant Certificate shall cease to be such an
      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 an 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. The Company will keep or cause to be kept at
      its office maintained at the address of the Company set forth in Section 0
      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 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.

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      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
      representing Warrants entitling the holder to purchase a minimum of one
      thousand (1,000) shares of the Common Stock or, if less, the entire number
      of Warrants represented by the Warrant Certificate so surrendered,
      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 0 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.

            (B) LOSS, THEFT, ETC. Upon receipt by the Company of evidence
      reasonably satisfactory to it of the ownership of and the loss, theft,
      destruction or mutilation of any Warrant Certificate (which evidence shall
      be, in the case of any Purchaser or another institutional investor, notice
      from such institutional investor of such ownership (or of ownership by
      such institutional investor's nominee) and such loss, theft, destruction
      or mutilation), and:

                  (i) in the case of loss, theft or destruction, of indemnity
            reasonably satisfactory to the Company; PROVIDED, HOWEVER, that if
            the holder of such Warrant Certificate is an institutional investor
            or a Purchaser, or a nominee of an institutional investor or a
            Purchaser, such Purchaser's or institutional investor's own
            unsecured agreement of indemnity shall be deemed to be satisfactory;
            or

                  (ii)  in the case of mutilation, upon surrender
            and cancellation thereof;

      the Company at its own expense will execute and deliver, in lieu thereof,
      a new Warrant Certificate, dated the date of such lost, stolen, destroyed
      or mutilated Warrant Certificate and of like tenor, in lieu of the lost,
      stolen, destroyed or mutilated Warrant Certificate.

      1.4 SUBSEQUENT ISSUANCE OF WARRANT CERTIFICATES. Subsequent to the
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 0 hereof;

            (b) Warrant Certificates issued in replacement of mutilated,
      destroyed, lost or stolen Warrant Certificates pursuant to Section 0
      hereof; and

            (c) Warrant Certificates issued pursuant to Section 0 hereof upon
      the partial exercise of any Warrant Certificate to evidence the
      unexercised portion of such Warrant Certificate.

      1.5 EFFECT OF ISSUANCE IN REGISTERED FORM. 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:

            (a) the Warrant Certificates are transferable only on the registry
      books of the Company if surrendered at the office of the Company referred
      to in Section 0 hereof, duly endorsed or accompanied by an instrument of
      transfer (in the form attached hereto) and payment of any applicable
      transfer tax or stamp tax; and

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            (b) 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.

2.    EXERCISE OF WARRANTS; PAYMENT OF PURCHASE PRICE.

      2.1   EXERCISE OF WARRANTS.

            (A) MANNER OF EXERCISE. At any time and from time to time on or
      after the Effective Date and prior to the Expiration Date, the holder of
      any Warrant Certificate may exercise the Warrants evidenced thereby, in
      whole or in part (but not, in the case of any exercise in part, to the
      extent that such exercise would result in the issuance of the lesser of
      one hundred (100) whole shares of Common Stock and such lesser number of
      shares as is issuable by virtue of exercise of all the Warrants held by
      such holder), by surrender of such Warrant Certificate, with an election
      to purchase (a form of which is attached to each Warrant Certificate)
      attached thereto duly executed, to the Company at its office referred to
      in Section 0 hereof, together with payment of the Purchase Price for each
      share of Common Stock with respect to which the Warrants are then being
      exercised. Such Purchase Price shall be payable either:

                  (i)   in cash pursuant to Section 0 hereof;

                  (ii)  by a tender of Notes pursuant to Section 0
            hereof;

                  (iii)       by a tender of cash pursuant Section 0
            hereof and Notes pursuant to Section 0 hereof; or

                  (iv) by delivery of Warrant Certificates pursuant to Section 0
            hereof.

            (B) PAYMENT IN CASH. Upon exercise of any Warrants, the holder of a
      Warrant Certificate may pay the Purchase Price (and shall pay the excess
      of the Purchase Price for the Warrants being exercised over the amounts so
      deemed to be paid by tender of Notes pursuant to Section 0) in cash or 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.

            (C) PAYMENT IN NOTES. To the extent that any holder of any Warrant
      Certificate surrenders with such Warrant Certificate any Note then held by
      such holder, such holder shall be deemed to have paid that portion of the
      Purchase Price equal to one hundred percent (100%) of the principal of
      such Note which the holder thereof directs the Company to accept as
      payment of the Purchase Price, which Note shall be cancelled and not
      reissued. To the extent that the principal amount of such tendered Note is
      greater than the amount of the Purchase Price paid by surrender thereof,
      the Company shall deliver a new Note to the tendering holder thereof, in
      accordance with the provisions of the Note Agreement, in the principal
      amount equal to the amount not so applied to payment of the Purchase
      Price. At the time of the issuance of the shares of Common Stock pursuant
      to the exercise of the Warrants of any holder, the Company shall pay all
      accrued and unpaid interest on the principal amount of any Note of such
      holder cancelled pursuant to this Section 0 up to but excluding the date
      of such issuance. For purposes of Rule 144 under the Securities Act, 17
      C.F.R. ss.230.144, the Company and the Purchasers agree that a tender of
      the principal of any Notes in payment of the exercise price in respect of
      the Warrants shall not be deemed a prepayment of the Notes, but rather a
      conversion of such Notes, pursuant to the terms of the Notes, the Note
      Agreement, this Agreement and the Warrants, into Common Stock.

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            (D) NET EXERCISE. In the event that any holder of Warrant
      Certificates delivers such Warrant Certificates to the Company and
      notifies the Company in writing that such holder intends to exercise all,
      or any portion of, the Warrants represented by such Warrant Certificates
      to satisfy its obligation to pay the Purchase Price in respect thereof by
      virtue of the provisions of this Section 0, such holder shall become
      entitled to receive, instead of the number of shares of Common Stock such
      holder would have received had the Purchase Price been paid pursuant to
      Section 0 or Section 0 hereof, a number of shares of Common Stock in
      respect of the exercise of such Warrants 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)  the quotient of:

                        (A) the difference of:

                              (I) the Market Price per share of Common Stock at
                        the time of such exercise; MINUS

                              (II) the Purchase Price per share of Common Stock
                        at the time of such exercise;

                  DIVIDED BY

                        (B) the Market Price per share of Common Stock at the
                  time of such exercise.

      The Company shall not be required to issue fractional shares by virtue of
      this Section 0, but shall pay the exercising holder cash in lieu of such
      fractional share in accordance with Section 0 hereof. For purposes of Rule
      144 under the Securities Act, 17 C.F.R. ss.230.144, the Company and the
      Purchasers agree that the exercise of any Warrants in accordance with this
      Section 0 shall be deemed to be a conversion of such Warrants, pursuant to
      the terms of this Agreement and the Warrants, into Common Stock.

      2.2 ISSUANCE OF COMMON STOCK. Upon timely receipt 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 0 hereof and an amount equal to any applicable
transfer tax (if not payable by the Company as provided in Section 0 hereof),
the Company shall thereupon promptly cause certificates representing 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 0 hereof to or upon the order of the registered holder of
such Warrant Certificate. For the avoidance of doubt, subsequent to the creation
or issuance of any Share Purchase Rights and prior to the Share Purchase Right
Detachment Date, each share of Common Stock issued upon the exercise of any
Warrant or Warrants shall in each case include the attached Share Purchase
Rights; and subsequent to any Share Purchase Right Detachment Date and prior to
the Share Purchase Right Termination Date, the Company shall issue, in addition
to the shares of Common Stock issuable upon exercise of the Warrants, such Share
Purchase Rights as would have been attached to such shares of Common Stock had
such exercise of the Warrants and issuance of Common Stock occurred immediately
prior to the Share Purchase Right Detachment Date.

                                       4
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      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 NOTICE OF EXPIRATION. All Warrants that have not been exercised or
purchased in accordance with the provisions of this Agreement shall expire and
all rights of holders of such Warrants shall terminate and cease on the
Expiration Date. The Company agrees to notify each holder of Warrants, not less
than forty-five (45) days but not more than one hundred twenty (120) days, prior
to the Expiration Date in writing, of the Expiration Date and that, on the
Expiration Date, all Warrants remaining unexercised shall expire and all rights
of holders of such Warrants shall terminate and cease.

      2.6 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; TIMES

            (b) the Market Price, as determined on the trading day immediately
      prior to the date of exercise of such Warrant.


3.    AGREEMENTS OF THE COMPANY.

      3.1 RESERVATION OF 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 issued
hereunder and all other Rights exercisable or convertible into Common Stock. In
addition, at all times subsequent to the creation or issuance of any Share
Purchase Rights and prior to the Share Purchase Right Termination Date, the
Company shall reserve a sufficient number of Share Purchase Rights as will be
sufficient to permit all shares of Common Stock issuable upon exercise in full
of all Warrants issued hereunder and all other Rights exercisable or convertible
into Common Stock to be issued together with the attached or detached Share
Purchase Rights.

      3.2 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
representing such shares, shall be duly and validly authorized and issued and
fully paid and nonassessable, free of any preemptive rights in favor of any
Person in respect of such issuance and free of any Lien created by, or arising
out of actions of, the Company, any Subsidiary or any Affiliate.

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      3.3 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 the initial issuance or delivery of:

            (a)   each Warrant Certificate;

            (b) each Warrant Certificate issued in exchange for any other
      Warrant Certificate pursuant to Section 0 or Section 0 hereof; and

            (c) 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 certificates representing Warrants or shares of
      Common Stock in a name other than that of the registered holder of the
      certificate surrendered for exercise, conversion, transfer or exchange
      (any such tax being payable by the holder of such certificate at the time
      of surrender); or

            (ii) issue or deliver any such certificates referred to in the
      foregoing clause (i) until any such tax referred to in the foregoing
      clause (i) shall have been paid.

      3.4 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.

      3.5 RIGHTS IN RESPECT OF COMMON STOCK. Except as otherwise set forth
herein, prior to the exercise of the Warrants evidenced thereby, the holder of a
Warrant Certificate shall not be entitled to any rights of a stockholder in the
Company with respect to shares for which the Warrants shall be exercisable,
including, without limitation, the right to vote in respect of any matter upon
which the holders of Common Stock may vote or the right to receive dividends or
other distributions and, except as expressly set forth herein, and shall not be
entitled to receive any notice of any proceedings of the Company. Prior to the
exercise of the Warrants evidenced thereby, the holders of the Warrant
Certificates shall not have any obligation or any liability as stockholders of
the Company, whether such obligation or liabilities are asserted by the Company
or by creditors of the Company.

      3.6 CUSIP NUMBER. The Company covenants and agrees to maintain:

            (a)   a private placement number in respect of the
      Warrants; and

            (b)   a CUSIP number in respect of the Common Stock;

in each case, from the CUSIP Service Bureau of Standard & Poor's, a division of
McGraw-Hill, Inc.

      3.7 RIGHT OF ACTION. All rights of action in respect of the Warrants are
vested in the respective registered holders of the Warrant Certificates, and any
registered holder of any Warrant Certificate, without the consent of the holder
of any other Warrant Certificate, may, on 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.

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      3.8   RIGHT TO RECEIVE DISTRIBUTION OF SPINOFF WARRANTS.

            (A) RIGHT TO RECEIVE SPINOFF WARRANTS. In the event of a Spinoff,
      the Company shall, or shall cause the Distributed Entity to, distribute to
      each Person who was a registered holder of Warrants on the date of the
      Spinoff such holder's ratable share (based on the number of Warrants held
      by such holder on the date of the Spinoff) of an aggregate number of
      warrants to purchase Spinoff Shares of the Distributed Entity (the
      "SPINOFF WARRANTS") equal to the Spinoff Warrant Number. The distribution
      of the Spinoff Warrants shall occur on a date fixed by the Company which
      is not later than five (5) Business Days after the Spinoff Calculation
      Date. The Spinoff Warrants shall:

                  (i)   be immediately exercisable on the date of
            issuance thereof;

                  (ii) expire on the later of the Expiration Date and the date
            forty-five (45) days after the issuance thereof;

                  (iii) each represent (subject to adjustment as provided in the
            Spinoff Warrant Agreement) the right to purchase one (1) validly
            issued, fully paid and non-assessable Spinoff Share at a purchase
            price (subject to adjustment as provided in the Spinoff Warrant
            Agreement) equal to the Spinoff Warrant Purchase Price, payable (as
            set forth in the Spinoff Warrant Agreement) in cash, in Notes or in
            Spinoff Warrants (but not in Warrants); and

                  (iv) otherwise have terms and provisions substantially
            identical to those of the Warrants.

            (B) NOTICE OF DECLARATION. In the event of a Spinoff, the Company
      shall give written notice thereof to each holder of Warrants (or former
      holder of Warrants) entitled to receive a distribution of the Spinoff
      Warrants, within five (5) days after the declaration of the dividend or
      distribution or the announcement of such reclassification or other similar
      arrangement giving rise to such Spinoff, which notice shall:

                  (i)   provide a detailed description of the
            Spinoff;

                  (ii)  state the date the Spinoff will occur;

                  (iii)       state the Spinoff Calculation Date;

                  (iv) explain that the Spinoff Warrant Number and the Spinoff
            Warrant Purchase Price shall be determined as of the Spinoff
            Calculation Date;

                  (v)   state the date fixed for distribution of the
            Spinoff Warrants;

                  (vi) state the aggregate number of Spinoff Shares to be
            distributed, dividended, issued or deemed issued per share of Common
            Stock;

                  (vii)       state the number of shares of Common
            Stock into which each Warrant is then exercisable; and

                  (viii)      describe the right described in Section
            0.

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            (C) SPINOFF WARRANT AGREEMENT. On or prior to the date of the
      Spinoff, the Company shall cause the Distributed Entity to enter into a
      warrant agreement (the "SPINOFF WARRANT AGREEMENT") to govern the terms of
      the Spinoff Warrants. The terms and provisions of the Spinoff Warrant
      Agreement shall be substantially identical to those set forth in this
      Warrant Agreement, including, without limitation, substantially identical
      antidilution provisions and agreements of the Distributed Entity as
      contained herein with respect to the Company, and shall be in form
      acceptable to those holders of Warrants (or former holders of Warrants)
      entitled to receive a distribution of the majority of the Spinoff
      Warrants. The Company shall also cause to be delivered to each such holder
      or former holder an opinion, satisfactory in form and substance to those
      holders of Warrants (or former holders of Warrants) entitled to receive a
      distribution of the majority of the Spinoff Warrants, of independent
      counsel to the effect that such warrant agreement and the certificates
      representing the Spinoff Warrants to be issued thereunder are enforceable
      in accordance with their terms, that upon payment of the purchase price
      therefor the Distributed Entity's common stock to be issued upon exercise
      thereof shall be validly issued, fully paid and non-assessable, free and
      clear of any lien or encumbrance created by the Company or the Distributed
      Entity and as to such other matters as are customarily addressed in
      connection with an issuance of warrants as such holders may reasonably
      request.

            (D) NOTICE OF DISTRIBUTION. Two (2) Business Days following the
      Spinoff Calculation Date, the Company shall, or shall cause the
      Distributed Entity to, provide a written notice to each holder of Warrants
      (or former holder of Warrants) entitled to receive a distribution of the
      Spinoff Warrants, which notice shall:

                  (i)   state the date fixed for distribution of the
            Spinoff Warrants;

                  (ii) state the Spinoff Warrant Number and the Spinoff Warrant
            Purchase Price, together with a detailed calculation of each;

                  (iii) provide a detailed calculation of the Market
            Capitalization of the Company, the Market Capitalization of the
            Distributed Entity, the Market Capitalization Percentage of the
            Company and the Market Capitalization Percentage of the Distributed
            Entity;

                  (iv)  provide a detailed calculation of the
            Pre-Spinoff Ownership Percentage; and

                  (v) state the number of Spinoff Warrants being issued to each
            such holder.

      The Company shall, or shall cause the Distributed Entity to, distribute
      the Spinoff Warrants to each holder of Warrants (or former holder of
      Warrants) entitled to receive a distribution of the Spinoff Warrants on
      the date fixed therefor.

            (E) DIVIDENDS PAID PARTLY IN SPINOFF SHARES. For purposes of this
      Section 0 and Section 0 hereof, any dividend or distribution declared or
      paid partly in Spinoff Shares and partly in Common Stock, other Securities
      or other Property shall be deemed to be a Spinoff subject to the
      provisions of this Section 0 to the extent made in Spinoff Shares and a
      separate dividend of Common Stock, other Securities or Property subject to
      the provisions of Section 0 hereof to the extent payable in Property other
      than Spinoff Shares.

                                       8
<PAGE>
4.    ANTIDILUTION ADJUSTMENTS.

      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 set forth in this Section 0.

      4.2 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. In the event that the
Company shall, on or after the date hereof:

            (a) pay a dividend in shares of Additional Common Stock or make a
      distribution in shares of Additional Common Stock;

            (b) reclassify by subdivision its outstanding shares of Common Stock
      into a greater number of shares; or

            (c) reclassify by combination its outstanding shares of Common Stock
      into a smaller number of shares;

then, and in each such case, 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 that price determined by multiplying the
Purchase Price in effect immediately prior to such event by the quotient of:

                  (i) the total number of outstanding shares of Common Stock
            immediately prior to such event; DIVIDED BY

                  (ii) the total number of outstanding shares of Common Stock
            immediately after such event.

An adjustment made pursuant to this Section 0 shall become effective on the
effective date of such event.

      4.3 DIVIDENDS AND DISTRIBUTIONS. In the event that the Company shall make
or pay any dividend of, or 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 capital stock (other than Common Stock, which shall be subject to
Section 0 and other than Spinoff Shares, which shall be subject to Section 0) or
rights, warrants or options exercisable into such capital stock (other than
Rights, which shall be subject to Section 0 and other than Spinoff Shares, which
shall be subject to Section 0), other Securities, evidences of its indebtedness
or any of its Property (other than cash dividends payable out of current net
income or retained earnings), then, in each case, the Purchase Price in effect
after the record date in respect of which such stock, rights, warrants, options,
other Securities, indebtedness or Property were dividended or distributed shall
be adjusted by multiplying the Purchase Price in effect immediately prior to
such record date by the quotient of:

            (a)   the difference of:

                  (i)   the Market Price on such record date; MINUS

                  (ii)  the quotient of:

                        (A) the then fair value (as determined by the Valuation
                  Agent, whose determination, if so made, shall be conclusive)
                  of the shares of stock, rights, warrants, options, other
                  Securities, evidences of indebtedness or Property so
                  dividended or distributed; DIVIDED BY

                                       9
<PAGE>
                        (B) the number of shares of Common Stock outstanding on
                  the record date;

      DIVIDED BY

            (b)   the Market Price on such record date.

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

      4.4 REPURCHASES OF COMMON STOCK OR RIGHTS. In the event that the Company
shall repurchase, redeem, retire or otherwise acquire shares of Common Stock or
Rights for a Consideration Per Share greater than the Closing Price in effect on
the date immediately preceding the date of such repurchase, redemption,
retirement or acquisition, then the Purchase Price in effect immediately after
such event shall be adjusted by multiplying the Purchase Price in effect
immediately prior to such event by the quotient of:

            (a)   the difference of:

                  (i)   the product of:

                        (A) the number of shares of Common Stock (calculated on
                  a Fully-Diluted Basis) immediately prior to such event;
                  MULTIPLIED BY

                        (B) the Closing Price in effect on the date immediately
                  preceding such event;

            MINUS

                  (ii)  the Aggregate Consideration Paid;

      DIVIDED BY

            (b)   the product of:

                  (i)   the Closing Price in effect on the date
            immediately preceding such event; MULTIPLIED BY

                  (ii)  the difference of:

                        (A) the number of shares of Common Stock (calculated on
                  a Fully-Diluted Basis) immediately prior to such event; MINUS

                        (B) the number of shares of Common Stock (or initially
                  issuable pursuant to such Rights) so repurchased, redeemed,
                  retired or otherwise acquired.

                                       10
<PAGE>
      In the event that any of the Aggregate Consideration Paid consists of
Property other than cash, the value of such Property for purposes of computing
the Aggregate Consideration Paid shall be determined by the Valuation Agent as
of a date not more than thirty (30) days prior to the date of determination
thereof and shall be set forth in a written certificate of the Valuation Agent
which shall be delivered to the holders of the Warrants in the manner
contemplated by Section 0.

      4.5 ISSUANCES OF ADDITIONAL COMMON STOCK OR RIGHTS. In the event that the
Company shall issue or sell shares of Additional Common Stock or Rights
(excluding Excluded Securities) for no consideration or at a Consideration Per
Share lower than the Market Price in effect on the date of such issuance or
sale, then the Purchase Price in effect immediately after such event shall be
adjusted by multiplying the Purchase Price in effect immediately prior to such
event by the quotient of:

            (a)   the sum of:

                  (i) the number of shares of Common Stock outstanding
            immediately prior to such event; PLUS

                  (ii)  the quotient of:

                        (A)   the Aggregate Consideration Receivable;
                  DIVIDED BY

                        (B)   the Market Price;

            in each case immediately prior to such event;

      DIVIDED BY

            (b)   the sum of:

                  (i) the number of shares of Common Stock outstanding
            immediately prior to such event; PLUS

                  (ii) the number of shares of Additional Common Stock so issued
            or sold (or initially issuable pursuant to such Rights).

      In the event that any of the Aggregate Consideration Receivable consists
of Property other than cash, the value of such Property for purposes of
computing the Aggregate Consideration Receivable shall be determined by the
Valuation Agent as of a date not more than thirty (30) days prior to the date of
determination thereof and shall be set forth in a written certificate of the
Valuation Agent which shall be delivered to the holders of the Warrants in the
manner contemplated by Section 0.

      4.6 EXPIRATION OF RIGHTS. Upon the expiration of any Rights in respect of
the issuance of which adjustment was made pursuant to Section 0, without the
exercise thereof, the Purchase Price and the number of shares of Common Stock
purchasable upon the exercise of each Warrant shall, upon such expiration, be
readjusted and shall thereafter be such Purchase Price and such number of shares
of Common Stock as would have been had such Purchase Price and such number of
shares of Common Stock been originally adjusted (or had the original adjustment
not been required, as the case may be) as if:

            (a) 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; and

                                       11
<PAGE>
            (b) 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, 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.

      4.7 SPINOFF. In the event of a Spinoff, the Purchase Price of the Warrants
in effect immediately prior to the Spinoff Calculation Date shall be adjusted,
effective on the Spinoff Calculation Date, by multiplying the Purchase Price of
the Warrants in effect immediately prior to the Spinoff Calculation Date by the
Market Capitalization Percentage of the Company, calculated as of the Spinoff
Calculation Date.

      4.8   CONSOLIDATION; MERGER; SALE; RECLASSIFICATION.  In the
event that there shall be:

            (a) any consolidation of the Company with, or merger of the Company
      with or into, another corporation in which either:

                  (i)   the Company is not the surviving corporation;

                  (ii) the shares of Common Stock outstanding immediately prior
            to such merger or consolidation are reclassified or substantially
            changed); or

                  (iii) the holders of the Common Stock immediately prior to
            such consolidation or merger are issued cash, Securities of any
            Person other than the Company or Property (other than Securities of
            the Company) and the holder or holders of the common stock of the
            Person with whom the Company consolidates or merges become, as a
            result of such transaction, the holders of the Common Stock;

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

            (c)   any reclassification of the Common Stock that
      results in the issuance of other Securities of the Company;
      or

            (d)   any detachment from the Common Stock of any Share
      Purchase Rights;

in each case, other than in a Spinoff, then, in each such case, lawful provision
shall be made as a part of the terms of such transaction so that the holders of
Warrants shall thereafter have the right to purchase the number and kind of
shares of stock, other Securities, Share Purchase Rights, cash, Property and
Rights receivable upon such consolidation, merger, sale, conveyance,
reclassification or detachment 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,
conveyance or reclassification, at the Purchase Price then in effect, and,
without further action on the part of any Person, each Warrant will thereafter
represent the right to receive, upon payment of the Purchase Price, such shares
of stock, other Securities, Share Purchase Rights, cash, Property and Rights as
are so receivable. The Company agrees that, as a condition of proceeding with
such consolidation, merger or sale, it shall cause the Person surviving such
merger or consolidation, the Person or Persons holding the shares of the Common
Stock of the Company immediately after such transaction or the Person to whom
such sale or conveyance is made, as the case may be, at the time of such
consolidation, merger or sale, to expressly assume the due and punctual
observance and performance of each and every provision of this Agreement and all
obligations and liabilities of the Company hereunder (subject to the foregoing
sentence), in each case, pursuant to such agreements and instruments as are
reasonably acceptable to the Required Warrantholders.

                                       12
<PAGE>
      4.9 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 0
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 0 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. All calculations shall be made to the nearest cent ($0.01).

      4.10 ADJUSTMENT OF NUMBER OF SHARES ISSUABLE PURSUANT TO WARRANTS. Upon
each adjustment of the Purchase Price as a result of any calculations made
pursuant to Section 0, Section 0, Section 0, Section 0 or Section 0, 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 share) obtained by
multiplying the number of shares of Common Stock covered by such Warrant
immediately prior to such adjustment by the quotient of:

            (a)   the Purchase Price in effect immediately prior to
      such adjustment, DIVIDED BY

            (b) 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.

      4.11  MISCELLANEOUS.

            (a) Adjustments shall be made pursuant to this Section 0
      successively whenever any of the events referred to in Section 0 through
      Section 0, inclusive, shall occur.

            (b) If any Warrant shall be exercised subsequent to the record date
      for any of the events referred to in Section 0 through Section 0,
      inclusive, but prior to the effective date thereof, appropriate
      adjustments shall be made immediately after such effective date so that
      the holder of such Warrant on such record date shall have received, in the
      aggregate, the kind and number of shares of Common Stock or other
      Securities or Property that it would have owned or been entitled to
      receive on such effective date had such Warrant been exercised prior to
      such record date.

            (c) Shares of Common Stock owned by or held for the account of the
      Company or any Subsidiary shall not, for purposes of the adjustments set
      forth in this Section 0, be deemed outstanding.

                                       13
<PAGE>
      4.12 OTHER SECURITIES. In the event that at any time, as a result of an
adjustment made pursuant to this Section 0, 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 0 through Section 0, inclusive, hereof, and all
other relevant provisions of this Section 0 that are applicable to shares of
Common Stock shall be applicable to such other Securities.

      4.13 ADDITIONAL AGREEMENTS OF THE COMPANY. The Company covenants and
agrees that:

            (a) The Company shall not, by amendment to its Charter as in effect
      on the date hereof, or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, liquidation, 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, or which would have the effect of circumventing
      or avoiding the provisions of this Section 0, but shall at all times in
      good faith assist in the carrying out of all the provisions of this
      Section 0 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.

            (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.

            (c) If the Company shall amend the provisions of any Rights (other
      than the Warrants), including, without limitation, the Outstanding Warrant
      or any outstanding stock options, or make any adjustment thereto (either
      in violation of this Section 0 or pursuant to any antidilution provision)
      so as to reduce the Consideration Per Share applicable thereto, increase
      the number of shares issuable upon exercise thereof or otherwise change
      the economic terms (such as the purchase price, exercise price, conversion
      price or conversion ratio) thereof, then the Company shall make
      appropriate adjustment, as nearly as practical to those that would be
      required by the provisions of Section 0 through Section 0, inclusive, most
      nearly analogous to the effect of such amendment, to the Purchase Price,
      and, pursuant to Section 0, to the number of shares of Common Stock
      issuable upon exercise of the Warrants, as shall be fair and equitable,
      such adjustment to be determined by the Valuation Agent.

            (d) In the event that any of the events described in any of Section
      0 through Section 0, inclusive, give rise to an adjustment to the
      purchase, exercise or conversion price or conversion ratio, or number of
      shares of Common Stock issuable upon conversion or exercise, of any Rights
      (other than the Warrants), including, without limitation, the Outstanding
      Warrant or any outstanding stock options, then the adjustments provided
      for in Section 0 through Section 0, inclusive, in respect of such event
      shall give effect both to the event giving rise to such adjustment under
      this Agreement and to all such adjustments made in respect of such other
      Rights; PROVIDED, HOWEVER, that no such adjustment shall duplicate any
      adjustment required to be made in respect thereof by virtue of the
      provisions of Section 0.

                                       14
<PAGE>
5.    REPORTING COVENANTS

      5.1   FINANCIAL AND BUSINESS INFORMATION.

      The Company shall deliver to each holder of Warrants:

            (A) QUARTERLY FINANCIAL 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 fifty (50) days thereafter:

                  (i)   a consolidated balance sheet as at the end
            of such quarter; and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows for such quarter and (in the
            case of the second and third quarters) for the portion of the fiscal
            year ending with such quarter;

      for the Company and the Subsidiaries, setting forth in each case, in
      comparative form, the financial statements for the corresponding periods
      in the previous fiscal year, all in reasonable detail, prepared in
      accordance with GAAP applicable to quarterly financial statements
      generally, and certified as complete and correct by the chief financial
      officer of the Company; PROVIDED, that delivery of copies of the Company's
      Quarterly Report on Form 10-Q filed with the Securities and Exchange
      Commission within the time period specified above shall be deemed to
      satisfy the requirements of this Section 0 so long as such Quarterly
      Report contains or is accompanied by the information specified in this
      Section 0;

            (B) ANNUAL FINANCIAL STATEMENTS -- as soon as practicable after the
      end of each fiscal year of the Company, and in any event within one
      hundred twenty (120) days thereafter:

                  (i)   a consolidated balance sheets as at the end
            of such year; and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows for such year;

      for the Company and the Subsidiaries, setting forth in comparative form,
      the financial statement for the previous fiscal year, all in reasonable
      detail, prepared in accordance with GAAP, and accompanied by an audit
      report thereon of independent certified public accountants of recognized
      national standing, which report shall state without qualification
      (including, without limitation, qualifications related to the scope of the
      audit, the compliance of the audit with generally accepted auditing
      standards, or the ability of the Company or a material subsidiary thereof
      to continue as a going concern), that such financial statements have been
      prepared and are in conformity with GAAP; PROVIDED, that the delivery of
      the Company's Annual Report on Form 10-K for such fiscal year filed with
      the Securities and Exchange Commission within the time period specified
      above shall be deemed to satisfy the requirements of this Section 0 so
      long as such Annual Report contains or is accompanied by the reports and
      other information otherwise specified in this Section 0;

            (C) SEC AND OTHER REPORTS -- promptly upon their becoming available:

                  (i) each financial statement, report, notice or proxy
            statement sent by the Company or any Subsidiary to stockholders
            generally; and

                  (ii) each regular or periodic report (including, without
            limitation, each Form 10-K, 

                                       15
<PAGE>
            Form 10-Q and Form 8-K), and each amendment thereto filed by the
            Company or any Subsidiary with the Securities and Exchange
            Commission (and any successor agency); and

            (D) REQUESTED INFORMATION -- with reasonable promptness, such other
      data and information as from time to time may be requested by any holder
      of Warrants.

      5.2   INFORMATION CONCERNING ANTIDILUTION ADJUSTMENTS.

            (A) NOTICE OF ADJUSTMENT. Whenever the number of shares of Common
      Stock issuable upon the exercise of Warrants is adjusted or the Purchase
      Price in 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 chief financial officer of the Company 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.

            (B) ANNUAL CERTIFICATE. So long as any Warrant is outstanding,
      within one hundred twenty (120) days of the end of each fiscal year of the
      Company, the Company shall deliver to each holder of Warrants a
      certificate of the chief financial officer of the Company setting forth:

                  (i) 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;

                  (ii) a brief statement of the facts requiring each adjustment,
            if any, required to be made in such fiscal year; and

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

            (C) CONFIRMATION BY ACCOUNTANTS. At the request of a holder of
      Warrants in connection with any dispute concerning the accuracy or
      validity of any certificate of the chief financial officer pursuant to
      Section 0 or Section 0, such certificate shall be confirmed by a
      certificate from the independent certified public accountants of the
      Company.

            (D) NOTICES OF CERTAIN EVENTS. Whenever the Company shall publicly
      announce the authorization of any Notice Event, the Company shall, not
      less than fifteen (15) days prior to the record date with respect to such
      event (or, if no record date for the same shall be fixed, not less than
      fifteen (15) days prior to the occurrence of such Notice Event), give to
      each holder of Warrants, written 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 each Warrant, the estimated Purchase
      Price 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. Notwithstanding
      the foregoing, no failure of the Company to give any such notice shall
      affect the validity of the action taken unless such failure was in bad
      faith.

                                       16
<PAGE>
6.    REGISTRATION RIGHTS.

      6.1   SHELF REGISTRATION.

            (A) FILING AND EFFECTIVENESS. On or prior to the Shelf Filing Date,
      the Company will file a "shelf" registration statement (the "SHELF
      REGISTRATION") on form S-3 or such other appropriate form pursuant to Rule
      415 under the Securities Act or any similar rule that may be adopted by
      the SEC with respect to dispositions of all of the Registrable Securities
      in such manner or manners specified by the holders thereof. The Company
      agrees to cause the Shelf Registration to be declared effective as
      promptly as is practicable after such filing (and in any event, prior to
      the Shelf Effective Date) and agrees to keep the Shelf Registration
      effective (and to take any and all other actions necessary in order to
      permit public resale of the Registrable Securities covered by the Shelf
      Registration) for a period (the "SHELF EFFECTIVE PERIOD") beginning on the
      date such Shelf Registration shall first be declared effective under the
      Securities Act and ending upon the earlier to occur of April 30, 2000 and
      such date as no Registrable Securities shall remain, subject to the terms
      and conditions set forth in this Agreement. The Company further agrees, if
      necessary, to supplement or make amendments to such Shelf Registration, if
      required by the registration form utilized by the Company for the Shelf
      Registration or by the instructions applicable to such registration form
      or by the Securities Act, and the Company agrees to furnish to the holders
      of the Registrable Securities covered by the Shelf Registration copies of
      any such supplement or amendment prior to its being used or filed with the
      SEC.

            (B) APPROVAL OF SHELF REGISTRATIONS. If the Requisite Holders shall
      have approved the filing of any Shelf Registration as provided in Section
      0, but any holder of Registrable Securities objects to such filing on the
      grounds that the disclosure contained in the Shelf Registration contains
      any misstatement of a material fact or omits to state a fact required to
      be stated therein or necessary to make the statements therein not
      misleading, then such holder shall have the right, in its sole discretion,
      to withdraw from the Shelf Registration. If the Company receives notice of
      such withdrawal from any holder wishing to withdraw from the Shelf
      Registration, then the Company shall not name such holder in the
      registration statement or, in the case of withdrawal in connection with
      any amendment or supplement to a registration statement in which such
      holder is already named, shall amend such registration statement to delete
      references to such holder, and to withdraw the Registrable Securities of
      such holder, from the registration statement. The Shelf Registration shall
      not be considered effective with respect to any such withdrawing holder.

            (C) SELECTION OF UNDERWRITERS. If any offering pursuant to a Shelf
      Registration is in the form of an underwritten offering, the underwriters
      of such offering shall be one or more underwriting firms of recognized
      standing selected by the Requisite Holders and reasonably acceptable to
      the Company. In the event of an underwritten offering pursuant to the
      Shelf Registration, no securities of the Company (other than the
      Registrable Securities) shall be included in any such offering without the
      prior written consent of all holders of Registrable Securities
      participating in such offering.

            (D) ACCELERATION OF REQUIREMENT TO FILE SHELF REGISTRATION. In the
      event that the Company becomes aware that any event described in clause
      (b), clause (c) or clause (d) of the definition of "Effective Date" will
      or will be likely to occur on or before the Shelf Effective Date, then,
      and in each such case, the Company shall file the Shelf Registration as
      soon as possible, and, in any event, on or before the date which is thirty
      (30) days after the Company becoming aware of any such occurrence, and
      shall use its diligent best efforts to cause the Shelf Registration to be
      declared effective under the Securities Act as soon after such filing as
      is practicable.

            (E) TEMPORARY SUSPENSION OF USE OF REGISTRATION STATEMENT.
      Notwithstanding anything to the contrary in this Section 6, if at any time
      and from time to time after the first date of effectiveness of the Shelf

                                       17
<PAGE>
      Registration, the Company may notify the holders of Registrable Securities
      in writing in the manner contemplated by Section 8.6 hereof of a Potential
      Material Event, which notice shall inform the holders of Registrable
      Securities that they shall not offer or sell any Registrable Securities as
      described in the following sentence. From the time of receipt of such
      notice to the earliest to occur of:

                  (i)   the public disclosure by the Company of the
            Potential Material Event;

                  (ii) receipt of written notice from the Company that such
            Potential Material Event no longer exists; and

                  (iii)       the date thirty (30) days after the
            date of the notice of such Potential Material Event;

      the holders of Registrable Securities shall not offer or sell any
      Registrable Securities pursuant to the Shelf Registration; PROVIDED,
      HOWEVER, that the Company may not:

                  (A) deliver more than one (1) notice of a Potential Material
            Event in respect of any one (1) Potential Material Event; or

                  (B) deliver any notice of a Potential Material Event for a
            period of sixty (60) days following the expiration or earlier
            termination of any other period during which the holders of
            Registrable Securities may not by virtue of the provisions of this
            Section 6.11 sell or offer to sell Registrable Securities.

      The Company shall promptly (and in no event more than two (2) Business
      Days after the occurrence of such event) notify each holder of the
      occurrence of any event described in Section 0 or Section 0; and any such
      notice and any notice given pursuant to Section 0 shall state that each
      holder of Registrable Securities may resume offers and sales of the
      Registrable Securities under the Shelf Registration. If any amended
      prospectus or prospectus supplement shall be necessary as a result of the
      occurrence of the Potential Material Event so that the prospectus does not
      contain any untrue statement of any material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading, the Company shall supply such amended prospectus or
      prospectus supplement to each holder of Registrable Securities together
      with such notice, and such notice shall inform the holders of Registrable
      Securities concerning use of such amended prospectus or prospectus
      supplement. The Company shall file each amended prospectus or prospectus
      with the SEC in compliance with the provisions of Rule 424 under the
      Securities Act.


      6.2   INCIDENTAL REGISTRATION.

            (A) FILING OF REGISTRATION STATEMENT. If the Company at any time
      proposes to register any of its Common Stock (an "INCIDENTAL
      REGISTRATION") under the Securities Act (other than pursuant to a
      registration statement on Form S-4 or Form S-8 or any successor forms
      thereto, in connection with an offer made solely to existing Security
      holders or employees of the Company), for sale in an underwritten Public
      Offering closing on or after the Effective Date, it will each such time
      give prompt written notice to all holders of Registrable Securities of its
      intention to do so, which notice shall be given to all such holders at
      least fifteen (15) Business Days prior to the date that a registration
      statement relating to such registration is proposed to be filed with the
      SEC. Upon the written request of any such holder to include its shares
      under such registration statement (which request shall be made within ten
      (10) Business Days after the receipt of any such notice and shall specify
      the Registrable Securities intended to be disposed of by such holder), the
      Company will use its best efforts 

                                       18
<PAGE>
      to effect the registration of all Registrable Securities that the Company
      has been so requested to register by such holder; PROVIDED, HOWEVER, that
      if, at any time after giving written notice of its intention to register
      any Securities for sale in connection with an underwritten Public Offering
      and prior to the effective date of the registration statement filed in
      connection with such registration, the Company shall determine for any
      reason not to register such Securities, the Company may, at its election,
      give written notice of such determination to each such holder and,
      thereupon, shall be relieved of its obligation to register any Registrable
      Securities of such Persons in connection with such registration.

            (B) SELECTION OF UNDERWRITERS. Notice of the Company's intention to
      register such Securities shall designate the proposed underwriters of such
      offering (which shall be one or more underwriting firms of recognized
      standing) and shall contain the Company's agreement to use its best
      efforts, if requested to do so, to arrange for such underwriters to
      include in such underwriting the Registrable Securities that the Company
      has been so requested to register pursuant to this Section 0, it being
      understood that the holders of Registrable Securities shall have no right
      to select different underwriters for the disposition of their Registrable
      Securities.

            (C) PRIORITY ON INCIDENTAL REGISTRATIONS. If the managing
      underwriter shall advise the Company in writing (with a copy to each
      holder of Registrable Securities requesting sale) that, in such
      underwriter's opinion, the number of shares or Securities requested to be
      included in such Incidental Registration exceeds the number that can be
      sold in such offering within a price range acceptable to the Company (such
      writing to state the basis of such opinion and the approximate number of
      shares or Securities that may be included in such offering without such
      effect), the Company will include in such Incidental Registration, to the
      extent of the number of shares of Securities that the Company is so
      advised can be sold in such offering:

                  (i) in the case of any registration initiated by the Company
            for the purpose of selling Securities for its own account:

                        (A) FIRST, shares that the Company proposes to issue and
                  sell for its own account; and

                        (B) SECOND, Registrable Securities requested to be sold
                  by the holders thereof pursuant to this Section 0 and all
                  Securities proposed to be registered by the Other
                  Stockholders, PRO RATA among such holders on the basis of the
                  number of shares requested to be so registered by such
                  holders; and

                  (ii) in the case of a registration initiated by any Other
            Stockholder pursuant to demand or required registration rights in
            favor of such Other Stockholder:

                        (A) FIRST, Securities requested to be sold by the Other
                  Stockholders requesting such Registration;

                        (B) SECOND, Registrable Securities requested to be sold
                  by the holders thereof pursuant to this Section 0 and all
                  Securities proposed to be registered by the Other Stockholders
                  (other than those referred to in Section 0(c)(ii)(A)), PRO
                  RATA among such holders on the basis of the number of shares
                  requested to be so registered by such holders; and

                        (C) THIRD, shares that the Company proposes to issue and
                  sell for its own account.

                                       19
<PAGE>
      6.3 COMPANIES REGISTRATION. If the Securities Act (whether by statutory
amendment, amendment of the rules and regulations thereunder or both) is amended
after the date hereof to provide for a Companies Registration Scheme, and the
Company is or becomes eligible to participate in the Companies Registration
Scheme, then the Company, promptly following the request of the Required
Holders, shall use its reasonable best efforts to register promptly under the
Companies Registration Scheme so as to facilitate the resale under the
registration statement contemplated by such Companies Registration Scheme of the
Registrable Securities in accordance with the method or methods of distribution
contemplated by the Holders.

      6.4 REGISTRATION PROCEDURES. The Company will use its best efforts to
effect each Registration, and to cooperate with the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and the Company will as expeditiously as possible:

            (a) subject, in the case of an Incidental Registration, to the
      proviso to Section 0, prepare and file with the SEC the registration
      statement and use its best efforts to cause the Registration to become
      effective; PROVIDED, HOWEVER, that:

                  (i) before the initial filing of any registration statement,
            the Company will furnish to the holders of the Registrable
            Securities covered by such registration statement, their counsel,
            and the underwriters, if any, and their counsel, copies of all such
            documents proposed to be filed at least ten (10) days prior thereto,
            which documents will be subject to the reasonable review, within
            such ten (10) day period, of such holders, their counsel and the
            underwriters; and

                  (ii) before filing any prospectus or any amendments or
            supplements to any registration statement or prospectus, the Company
            will furnish to the holders of the Registrable Securities covered by
            such registration statement, their counsel, and the underwriters, if
            any, and their counsel, copies of all such documents proposed to be
            filed a reasonable period of time (in light of the nature of the
            amendments or changes contained therein, which shall in every event
            be at least one (1) day and shall never be required to be more than
            ten (10) days) prior thereto, which documents will be subject to the
            reasonable review, within such period, of such holders, their
            counsel and the underwriters;

            (b) subject, in the case of an Incidental Registration, to the
      proviso to Section 0, prepare and file with the SEC such amendments and
      post-effective amendments to any registration statement and any prospectus
      used in connection therewith as may be necessary to keep such registration
      statement effective and to comply with the provisions of the Securities
      Act with respect to the disposition of all Registrable Securities covered
      by such registration statement; and cause the prospectus to be
      supplemented by any required prospectus supplement, and as so supplemented
      to be filed pursuant to Rule 424 under the Securities Act;

            (c) furnish to each holder of Registrable Securities included in
      such Registration and the underwriter or underwriters, if any, without
      charge, at least one signed copy of the registration statement and any
      post-effective amendment thereto, upon request, and such number of
      conformed copies thereof and such number of copies of the prospectus
      (including each preliminary prospectus and each prospectus filed under
      Rule 424 under the Securities Act), any amendments or supplements thereto
      and any documents incorporated by reference therein, as such holder or
      underwriter may reasonably request in order to facilitate the disposition
      of the Registrable Securities being sold by such holder (it being
      understood that the Company consents to the use of the prospectus and any
      amendment or supplement thereto by each holder of Registrable Securities
      covered by such registration statement and the underwriter or
      underwriters, if any, in connection with the offering and sale of the
      Registrable Securities covered by the prospectus or any amendment or
      supplement thereto);

                                       20
<PAGE>
            (d) notify each holder of the Registrable Securities of any stop
      order or other order suspending the effectiveness of any registration
      statement, issued or threatened by the SEC in connection therewith, and
      take all reasonable actions required to prevent the entry of such stop
      order or to remove it or obtain withdrawal of it at the earliest possible
      moment if entered;

            (e) if requested by the managing underwriter or underwriters, if
      any, or any holder of Registrable Securities in connection with any sale
      pursuant to a registration statement, promptly incorporate in a prospectus
      supplement or post-effective amendment such information relating to such
      underwriting as the managing underwriter or underwriters, if any, or such
      holder reasonably requests to be included therein; and make all required
      filings of such prospectus supplement or post-effective amendment as soon
      as practicable after being notified of the matters incorporated in such
      prospectus supplement or post-effective amendment;

            (f) on or prior to the date on which a Registration is declared
      effective, use its best efforts to register or qualify, and cooperate with
      the holders of Registrable Securities included in such Registration, the
      underwriter or underwriters, if any, and their counsel, in connection with
      any necessary registration or qualification of the Registrable Securities
      covered by such Registration for offer and sale under the securities or
      "blue sky" laws of each state and other jurisdiction of the United States
      as any such holder or the managing underwriter, if any, reasonably
      requests in writing; use its best efforts to keep each such registration
      or qualification effective, including through new filings, or amendments
      or renewals, during the period such registration statement is required to
      be kept effective; and do any and all other acts or things necessary or
      advisable to enable the disposition in all such jurisdictions reasonably
      requested of the Registrable Securities covered by such Registration;
      PROVIDED, HOWEVER, that the Company will not be required to qualify
      generally to do business in any jurisdiction where it is not then so
      qualified or to take any action which would subject it to general service
      of process in any such jurisdiction where it is not then so subject;

            (g) in connection with any sale pursuant to a Registration,
      cooperate with the holders of Registrable Securities and the managing
      underwriter or underwriters, if any, to facilitate the timely preparation
      and delivery of certificates (not bearing any restrictive legends)
      representing Securities to be sold under such Registration, and enable
      such Securities to be in such denominations and registered in such names
      as the managing underwriter or underwriters, if any, or such holders may
      request;

            (h) use its best efforts to cause the Registrable Securities to be
      registered with or approved by such other governmental agencies or
      authorities within the United States and having jurisdiction over the
      Company or any Subsidiary as may reasonably be necessary to enable the
      seller or sellers thereof or the underwriter or underwriters, if any, to
      consummate the disposition of such Securities;

            (i) enter into such agreements (including underwriting agreements in
      customary form) and take such other actions as the Requisite Holders shall
      reasonably request in order to expedite or facilitate the disposition of
      such Registrable Securities;

            (j)   use its best efforts to obtain:

                  (i) at the time of effectiveness of each Registration, a
            "comfort letter" from the Company's independent certified public
            accountants covering such matters of the type customarily covered by
            "cold comfort letters" as the Requisite Holders and the underwriters
            reasonably request; and

                  (ii) at the time of any underwritten sale pursuant to the
            registration statement, a "bring-down comfort letter," dated as of
            the date of such sale, from the Company's independent certified
            public accountants covering such matters of the type customarily
            covered by comfort letters as the Requisite Holders and the
            underwriters reasonably request;

                                       21
<PAGE>
            (k) use its best efforts to obtain, at the time of any underwritten
      sale pursuant to each Registration, an opinion or opinions, favorable to
      the Requisite Holders in form and scope, from counsel for the Company in
      customary form;

            (l) notify each seller of Registrable Securities covered by such
      Registration, upon discovery that, or upon the happening of any event as a
      result of which, the prospectus included in such Registration, as then in
      effect, includes an untrue statement of a material fact or omits to state
      any material fact required to be stated therein or necessary to make the
      statements therein not misleading, and promptly prepare, file with the SEC
      and furnish to such seller or holder a reasonable number of copies of a
      supplement to or an amendment of such prospectus as may be necessary so
      that, as thereafter delivered to the purchasers or prospective purchasers
      of such Securities, such prospectus shall not include an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in the
      light of the circumstances under which they are made;

            (m) otherwise comply with all applicable rules and regulations of
      the SEC, and make generally available to its security holders (as
      contemplated by Section 11(a) under the Securities Act) an earnings
      statement satisfying the provisions of Rule 158 under the Securities Act
      no later than ninety (90) days after the end of the twelve (12) month
      period beginning with the first month of the Company's first fiscal
      quarter commencing after the effective date of the registration statement,
      which statement shall cover said twelve (12) month period;

            (n) provide and cause to be maintained a transfer agent and
      registrar for all Registrable Securities covered by each Registration from
      and after a date not later than the effective date of such Registration;
      and

            (o) obtain and maintain the registration of the Common Stock under
      either section 12(b) or section 12(g) of the Exchange Act; and use its
      best efforts to cause all Registrable Securities covered by each
      Registration to be listed subject to notice of issuance, prior to the date
      of first sale of such Registrable Securities pursuant to such
      Registration, on:

                  (i)   either the New York Stock Exchange, Inc., or
            the NASDAQ National Market; and

                  (ii) each other securities exchange, if any, on which the
            Common Stock is then listed.

The Company may require each holder of Registrable Securities that will be
included in such Registration to furnish the Company with such information in
respect of such holder of its Registrable Securities that will be included in
such Registration as the Company may reasonably request in writing and as is
required by applicable laws or regulations.

      6.5   REASONABLE INVESTIGATION.  The Company shall:

            (a) give the holders of Registrable Securities, their underwriters,
      if any, and their respective counsel and accountants the opportunity to
      participate in the preparation of the registration statement, each
      prospectus included therein or filed with the SEC and each amendment
      thereof or supplement thereto;

            (b) give each such holder and underwriter reasonable opportunities
      to discuss the business of the Company with its officers, counsel and the
      independent public accountants who have certified its financial
      statements;

                                       22
<PAGE>
            (c) make available for inspection by any holder of Registrable
      Securities included in any Registration, any underwriter participating in
      any disposition pursuant to any Registration, and any attorney, accountant
      or other agent retained by any such seller or underwriter, all financial
      and other records, pertinent corporate documents and properties of the
      Company reasonably requested by any such Person; and

            (d) cause the Company's officers, directors and employees to supply
      all information reasonably requested by any such Person in connection with
      such Registration;

in each such case, as shall be reasonably necessary, in the good faith opinion
of such holder or such underwriter, to enable it to conduct a "reasonable
investigation" within the meaning of section 11(b)(3) of the Securities Act and
to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the
Securities Act.

      6.6 REGISTRATION EXPENSES. The Company will pay all Registration Expenses
in connection with each registration of Registrable Securities, including,
without limitation, any such registration not effected by the Company.

      6.7   INDEMNIFICATION; CONTRIBUTION.

            (A) INDEMNIFICATION BY THE COMPANY. The Company shall indemnify, to
      the fullest extent permitted by law, each holder of Registrable
      Securities, its officers, directors and agents, if any, and each Person,
      if any, who controls such holder within the meaning of section 15 of the
      Securities Act, against all losses, claims, damages, liabilities (or
      proceedings in respect thereof) and expenses (under the Securities Act or
      common law or otherwise), joint or several, resulting from any violation
      by the Company of the provisions of the Securities Act or any untrue
      statement or alleged untrue statement of a material fact contained in any
      registration statement or prospectus (and as amended or supplemented if
      amended or supplemented) or any preliminary prospectus or caused by any
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein (in the case
      of any prospectus, in light of the circumstances under which they were
      made) not misleading, except to the extent that such losses, claims,
      damages, liabilities (or proceedings in respect thereof) or expenses are
      caused by any untrue statement or alleged untrue statement contained in or
      by any omission or alleged omission from information concerning any holder
      furnished in writing to the Company by such holder expressly for use
      therein. If the offering pursuant to any registration statement provided
      for under this Section 0 is made through underwriters, no action or
      failure to act on the part of such underwriters (whether or not such
      underwriter is an Affiliate of any holder of Registrable Securities) shall
      affect the obligations of the Company to indemnify any holder of
      Registrable Securities or any other Person pursuant to the preceding
      sentence. If the offering pursuant to any registration statement provided
      for under this Section 0 is made through underwriters, the Company agrees,
      to the extent required by such underwriters, to enter into an underwriting
      or other agreement providing for indemnity of such underwriters, their
      officers, directors and agents, if any, and each Person, if any, who
      controls such underwriters within the meaning of section 15 of the
      Securities Act to the same extent as hereinbefore provided with respect to
      the indemnification of the holders of Registrable Securities; PROVIDED
      that the Company shall not be required to indemnify any such underwriter,
      or any officer or director of such underwriter or any Person who controls
      such underwriter within the meaning of section 15 of the Securities Act,
      to the extent that the loss, claim, damage, liability (or proceedings in
      respect thereof) or expense for which indemnification is claimed results
      from such underwriter's failure to send or give a copy of an amended or
      supplemented final prospectus to the Person asserting an untrue statement
      or alleged untrue statement or omission or alleged omission at or prior to
      the written confirmation of the sale of Registrable Securities to such
      Person if such statement or omission was corrected in such amended or
      supplemented final prospectus prior to such written confirmation and the
      underwriter was provided with such amended or supplemented final
      prospectus.

            (B) INDEMNIFICATION BY THE HOLDERS. In connection with any
      registration statement in which a 

                                       23
<PAGE>
      holder of Registrable Securities is participating, each such holder,
      severally and not jointly, shall indemnify, to the fullest extent
      permitted by law, the Company, each underwriter (if the underwriter so
      requires) and their respective officers, directors and agents, if any, and
      each Person, if any, who controls the Company or such underwriter within
      the meaning of section 15 of the Securities Act, against any losses,
      claims, damages, liabilities (or proceedings in respect thereof) and
      expenses resulting from any untrue statement or alleged untrue statement
      of a material fact or any omission or alleged omission of a material fact
      required to be stated in the registration statement or prospectus or
      preliminary prospectus or any amendment thereof or supplement thereto or
      necessary to make the statements therein (in the case of any prospectus,
      in light of the circumstances under which they were made) not misleading,
      but only to the extent that such untrue statement is contained in or such
      omission is from information so concerning a holder furnished in writing
      by such holder expressly for use therein; PROVIDED, HOWEVER, that such
      holder's obligations hereunder shall be limited to an amount equal to the
      proceeds to such holder of the Registrable Securities sold pursuant to
      such registration statement.

            (C) CONTROL OF DEFENSE. Any Person entitled to indemnification under
      the provisions of this Section 0 shall give prompt notice to the
      indemnifying party of any claim with respect to which it seeks
      indemnification and unless in such indemnified party's reasonable judgment
      a conflict of interest between such indemnified and indemnifying parties
      may exist in respect of such claim, permit such indemnifying party to
      assume the defense of such claim, with counsel reasonably satisfactory to
      the indemnified party; and if such defense is so assumed, such
      indemnifying party shall not enter into any settlement without the consent
      of the indemnified party if such settlement attributes liability to the
      indemnified party and such indemnifying party shall not be subject to any
      liability for any settlement made without its consent (which shall not be
      unreasonably withheld); and any underwriting agreement entered into with
      respect to any registration statement provided for under this Section 0
      shall so provide. In the event an indemnifying party shall not be
      entitled, or elects not, to assume the defense of a claim, such
      indemnifying party shall not be obligated to pay the fees and expenses of
      more than one counsel or firm of counsel for all parties indemnified by
      such indemnifying party in respect of such claim, unless in the reasonable
      judgment of any such indemnified party a conflict of interest may exist
      between such indemnified party and any other of such indemnified parties
      in respect to such claim.

            (D) CONTRIBUTION. If for any reason the foregoing indemnity is
      unenforceable, then the indemnifying party shall contribute to the amount
      paid or payable by the indemnified party as a result of such losses,
      claims, damages, liabilities or expenses:

                  (i) in such proportion as is appropriate to reflect the
            relative benefits received by the indemnifying party on the one hand
            and the indemnified party on the other; or

                  (ii) if the allocation provided by clause (i) above is not
            permitted by applicable law or provides a lesser sum to the
            indemnified party than the amount hereinafter calculated, in such
            proportion as is appropriate to reflect not only the relative
            benefits received by the indemnifying party on the one hand and the
            indemnified party on the other but also the relative fault of the
            indemnifying party and the indemnified party as well as any other
            relevant equitable considerations.

      Notwithstanding the foregoing, no holder of Registrable Securities shall
      be required to contribute any amount in excess of the amount such holder
      would have been required to pay to an indemnified party if the indemnity
      under Section 0(b) hereof was enforceable. No Person guilty of fraudulent
      misrepresentation (within the meaning of section 11(f) of the Securities
      Act) shall be entitled to contribution from any Person who was not guilty
      of such fraudulent misrepresentation. The obligation of any Person to
      contribute pursuant to this Section 0 shall be several and not joint.

            (E) ADVANCEMENT OF EXPENSES. An indemnifying party shall make
      payments of all 

                                       24
<PAGE>
      amounts required to be made pursuant to the foregoing provisions of this
      Section 0 to or for the account of the indemnified party from time to time
      promptly upon receipt of bills or invoices relating thereto or when
      otherwise due or payable. Without limiting the generality of the
      foregoing, each indemnifying party, as an interim measure during the
      pendency of any claim, action, investigation, inquiry or proceeding
      arising out of or based upon any matter or subject for which indemnity (or
      contribution in lieu thereof) would be available to any indemnified party
      under any provision of this Section 0, shall promptly reimburse each
      indemnified party, as often as invoiced therefor (but in no event more
      often than monthly), for all reasonable legal or other expenses incurred
      in connection with the investigation or defense of any such claim, action,
      investigation, inquiry or proceeding, notwithstanding the absence of any
      judicial determination as to the propriety or enforceability of the
      indemnifying party's obligation to reimburse the indemnified party for
      such expenses and notwithstanding the possibility that the obligations to
      pay such expenses might later have been held to be improper by a court of
      competent jurisdiction. To the extent that any such interim reimbursement
      is held to be improper, the indemnified party agrees to promptly return
      the amount so advanced to the indemnifying party, together with interest,
      compounded monthly, at the prime rate (or other commercial lending rate
      for borrowers of the highest credit standing) listed from time to time in
      The Wall Street Journal which represents the base rate on corporate loans
      posted by a substantial majority of the nation's thirty (30) largest
      banks. Any such interim reimbursement payments which are not made to the
      indemnified party within thirty (30) days of a request therefor shall bear
      interest at such prime rate from the date of such request to the extent
      such reimbursement payments are ultimately determined to be proper
      obligations of the indemnifying party. To the extent required by any
      underwriter in connection with the execution of any underwriting agreement
      pursuant to which the holders of Registrable Securities shall be selling
      any shares of Common Stock, the Company shall agree to advancement of the
      expenses of such underwriter to at least the same extent as provided in
      this Section 0.

            (F) SURVIVAL. The indemnity and contribution agreements contained in
      this Section 0 shall remain in full force and effect regardless of any
      investigation made by or on behalf of a participating holder of
      Registrable Securities, its officers, directors, agents or any Person, if
      any, who controls such holder as aforesaid, and shall survive the transfer
      of such Securities by such holder.

      6.8   HOLDBACK AGREEMENTS; REGISTRATION RIGHTS TO OTHERS.

            (a) In connection with each underwritten sale of Registrable
      Securities, the Company agrees, and each holder of Registrable Securities
      by acquisition of such Registrable Securities agrees, to enter into
      customary holdback agreements concerning sale or distribution of
      Registrable Securities and other equity Securities of the Company, except,
      in the case of any holder of Registrable Securities, to the extent that
      such holder is prohibited by applicable law or exercise of fiduciary
      duties from agreeing to withhold Registrable Securities from sale or is
      acting in its capacity as a fiduciary or investment adviser. Without
      limiting the scope of the term "fiduciary," a holder shall be deemed to be
      acting as a fiduciary or an investment adviser if its actions or the
      Registrable Securities proposed to be sold are subject to the Employee
      Retirement Income Security Act of 1974, as amended, or the Investment
      Company Act of 1940, as amended, or if such Registrable Securities are
      held in a separate account under applicable insurance law or regulation.

                                       25
<PAGE>
            (b) If the Company shall at any time after the date hereof provide
      to any holder of any Securities of the Company rights with respect to the
      registration of such Securities under the Securities Act, such rights
      shall not be in conflict with or adversely affect any of the rights
      provided in this Section 0 to the holders of Registrable Securities.

      6.9 OTHER REGISTRATION OF COMMON STOCK. If any shares of Common Stock
required to be reserved for purposes of exercise of Warrants or conversion of
any class of Common Stock into any other class of Common Stock require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act) before such shares may be issued upon
conversion, the Company will, at its expense and as expeditiously as possible,
use its best efforts to cause such shares to be duly registered or approved, as
the case may be.

      6.10 AVAILABILITY OF INFORMATION. At any time that any class of the Common
Stock is registered under section 12(b) or section 12(g) of the Exchange Act,
the Company will comply with the reporting requirements of sections 13 and 15(d)
of the Exchange Act (whether or not it shall be required to do so pursuant to
such Sections) and will comply with all other public information reporting
requirements of the SEC from time to time in effect. In addition, the Company
shall file such reports and information, and shall make available to the public
and to the holders of Registrable Securities such information, as shall be
necessary to permit such holders to offer and sell Registrable Securities
pursuant to the provisions of Rules 144 promulgated under the Securities Act.
The Company will also cooperate with each such holder in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms presently or hereafter required by the SEC as a
condition to the availability of an exemption from the registration provisions
of the Securities Act in connection with the sale of any Registrable Securities.
The Company will furnish to each such holder, promptly upon their becoming
available, copies of all financial statements, reports, notices and proxy
statements sent or made available generally by the Company to its stockholders,
and copies of all regular and periodic reports and all registration statements
and prospectuses filed by the Company with any securities exchange or with the
SEC.


7.    INTERPRETATION OF THIS AGREEMENT.

      7.1 CERTAIN DEFINED TERMS. For the purpose of this Agreement, the
following terms shall have the meanings set forth below or set forth in the
Section hereof following such term:

      ACQUIRING PERSON -- means and includes, with respect to any Share Purchase
Rights, any holders of Common Stock or other persons (as such term is used in
Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the
Closing Date) or related persons constituting a group (as such term is used in
Rule 13d-5 under the Exchange Act as in effect on the Closing Date)
participating in or sponsoring one or more Share Purchase Triggering Events
specified in the Share Purchase Rights Plan.

      ADDITIONAL COMMON STOCK -- means Common Stock, including treasury shares,
issued after the date hereof, except Common Stock issued upon the exercise of
any one or more Warrants.

      AFFILIATE -- means, at any time, a Person (other than a Subsidiary or the
Purchasers):

            (a) that directly or indirectly through one or more intermediaries
      controls, or is controlled by, or is under common control with, the
      Company;

            (b) that beneficially owns or holds ten percent (10%) or more of any
      class of the Voting Stock of the Company; or

            (c) ten percent (10%) or more of the Voting Stock (or in the case of
      a Person that is not a corporation, ten percent (10%) or more of the
      equity interest) of which is beneficially owned or held by the Company or
      any Subsidiary;

                                       26
<PAGE>
at such time.

As used in this definition,

            CONTROL -- means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of a
      Person, whether through the ownership of voting securities, by contract or
      otherwise.

      AGREEMENT, THIS -- and references thereto shall mean this Warrant
Agreement as it may from time to time be amended or supplemented.

      AGGREGATE CONSIDERATION PAID -- means, in the case of a repurchase,
redemption, retirement or acquisition of shares of Common Stock, the aggregate
amount paid by the Company in connection therewith and, in the case of a
repurchase, redemption, retirement or acquisition of Rights, the sum of:

            (a)   the aggregate amount paid by the Company for such
      Rights; PLUS

            (b) the aggregate consideration or premiums stated in such Rights to
      be payable for the shares of Common Stock covered thereby.

      For purposes of clause (a) above, in the event of the repurchase,
redemption, retirement or acquisition of any Rights together with other
Securities or obligations of the Company or any other Person in which the
purchase price for the Rights and such other Securities or obligations is
expressed as a single purchase price (including, without limitation, upon the
issuance or sale of Preferred Stock or debt Securities which are convertible
into Common Stock), the aggregate amount paid by the Company for such Rights
shall include only the portion of such single purchase price attributable to
such Rights, and not the portion attributable to such other Securities or
obligations. The portion of such purchase price attributable to such Rights in
such case shall be equal to the product of:

            (i)   such single purchase price; MULTIPLIED BY

            (ii)  the quotient of:

                  (A) the fair market value (as determined by the Valuation
            Agent) of such Right, independent of the value of such other
            Securities or obligations (computed using the Black-Scholes option
            pricing model or such other pricing model as the Valuation Agent
            determines is appropriate, and applying such reasonable assumptions
            concerning price variances with respect to the Common Stock and such
            other variables as the Valuation Agent considers appropriate);
            DIVIDED BY

                  (B) the fair market value (as determined by the Valuation
            Agent) of such Right together with such other Securities or
            obligations (computed using such methodology and making such
            assumptions as the Valuation Agent determines is appropriate).

                                       27
<PAGE>
      AGGREGATE CONSIDERATION RECEIVABLE -- means, in the case of an issuance or
sale of shares of Additional Common Stock, the aggregate amount paid to the
Company in connection therewith and, in the case of an issuance or sale of
Rights, or any amendment thereto, the sum of:

            (a)   the aggregate amount paid to the Company for such
      Rights; PLUS

            (b) the aggregate consideration or premiums stated in such Rights to
      be payable for the shares of Additional Common Stock covered thereby;

in each case without deduction for any fees, expenses or
underwriters discounts.

      For purposes of clause (a) above, in the event of the issuance or sale of
any Rights together with other Securities or obligations of the Company or any
other Person in which the purchase price for the Rights and such other
Securities or obligations is expressed as a single purchase price (including,
without limitation, upon the issuance or sale of Preferred Stock or debt
Securities which are convertible into Common Stock), the aggregate amount paid
to the Company for such Rights shall include only the portion of such single
purchase price attributable to such Rights, and not the portion attributable to
such other Securities or obligations. The portion of such purchase price
attributable to such Rights in such case shall be equal to the product of:

            (i)   such single purchase price; MULTIPLIED BY

            (ii)  the quotient of:

                  (A) the fair market value (as determined by the Valuation
            Agent) of such Right, independent of the value of such other
            Securities or obligations (computed using the Black-Scholes option
            pricing model or such other pricing model as the Valuation Agent
            determines is appropriate, and applying such reasonable assumptions
            concerning price variances with respect to the Common Stock and such
            other variables as the Valuation Agent considers appropriate);
            DIVIDED BY

                  (B) the fair market value (as determined by the Valuation
            Agent) of such Right together with such other Securities or
            obligations (computed using such methodology and making such
            assumptions as the Valuation Agent determines is appropriate).

      AGREEMENT, THIS -- means this Warrant Agreement, as it may be from time to
time amended or supplemented.

      BOARD OF DIRECTORS -- means 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.

      BUSINESS DAY -- means a day other than a Saturday, a Sunday or a day on
which banks in the State of New York are required or permitted by law (other
than a general banking moratorium or holiday for a period exceeding four (4)
consecutive days) to be closed.

      CHARTER -- means the Restated Articles of Incorporation of the Company.

      CLOSING PRICE -- means, on any date with respect to any share of common
stock of any Person:

            (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 common stock is then listed or
      admitted to trading; and

                                       28
<PAGE>
            (b) if no such common stock is then listed or admitted to trading on
      any national securities exchange, but is listed on the NASDAQ National
      Market or the NASDAQ SmallCap Market, as the case may be, the last trading
      price of such common stock on such date as reported by NASDAQ, or if there
      shall have been no trading on such date, the average of the reported
      closing bid and asked prices on such date as shown by NASDAQ.

When used in this Agreement without reference to a particular Person or common
stock, "Closing Price" means the Closing Price of the Common Stock.

      COMMON STOCK -- means the Common Stock, par value $0.01 per share, of the
Company; PROVIDED, HOWEVER, that subsequent to any creation or issuance by the
Company of any Share Purchase Rights and prior to the earlier of the Share
Purchase Right Detachment Date and the Share Purchase Right Termination Date,
the term "Common Stock," and references to any shares thereof, shall in each
case include the attached Share Purchase Rights.

      COMPANIES REGISTRATION SCHEME -- means an amendment or amendment to the
Securities Act (whether by statutory amendment, amendment of the rules and
regulations thereunder or both), such as, without limitation, as proposed in the
Report of the Advisory Committee on the Capital Formation and Regulatory
Processes of the Securities and Exchange Commission, dated July 24, 1996,
pursuant to which:

            (a) issuers of Securities are permitted to register all issuances of
      securities on an integrated company registration statement; and

            (b) under the provisions of such amendment, such registration could
      cover the re-offering or resale by the holders thereof of shares of Common
      Stock issued upon the exercise of the Warrants, if any, outstanding at
      such time.

                                       29
<PAGE>
      COMPANY -- shall have the meaning specified in the introductory paragraph
hereof.

      CONSIDERATION PER SHARE -- means, with respect to shares of Common Stock
or Rights, the quotient of:

            (a) the Aggregate Consideration Paid (in the case of a repurchase,
      redemption, retirement or other acquisition for value of Common Stock or
      Rights) or the Aggregate Consideration Receivable (in the case of an
      issuance or sale of Common Stock or Rights by the Company), as the case
      may be, in respect of such shares of Common Stock or such Rights; DIVIDED
      BY

            (b) the total number of such shares of Common Stock or, in the case
      of Rights, the total number of shares of Common Stock into which such
      Rights are exercisable or convertible.

      DISTRIBUTED ENTITY -- means any subsidiary or other Person in which the
Company owns any ownership interest at any time, the capital stock, the Spinoff
Shares of which are dividended or otherwise distributed (including, without
limitation, in any recapitalization) to the stockholders of the Company in
respect of the Common Stock in a Spinoff.

      EFFECTIVE DATE -- means the earliest to occur of:

            (a)   May 1, 1999;

            (b) any merger, consolidation, amalgamation or similar combination
      of the Company with or into any other Person (other than a merger,
      consolidation, amalgamation or similar combination in which the Company is
      the surviving corporation and in which the stockholders of the Company
      retain the Common Stock held by them immediately prior to the occurrence
      of such event);

            (c) the sale, conveyance or transfer of all or substantially all of
      the Property of the Company to any other Person or group of Persons; and

            (d) the fixing or establishment of a record date for determination
      of the holders of the Common Stock entitled to receive any distribution of
      cash, Securities or other Property to the holders of the Common Stock in
      connection with a transaction described in clause (b) or clause (c) above.

      EXCHANGE ACT -- means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

      EXCLUDED SECURITIES -- means and includes:

            (a) shares of Common Stock or Rights issued in any of the
      transactions described in Section 0 through Section 0, inclusive, hereof,
      and in respect of which an adjustment has been made pursuant to such
      Section;

            (b) shares of Common Stock issuable upon exercise of the Warrants or
      any other Rights (including, without limitation, the Outstanding Warrant
      and outstanding stock options) outstanding on the date hereof;

            (c) shares of Common Stock issued to the public in a bona fide
      public offering registered under the Securities Act to Persons other than:

                  (i)   Affiliates;

                  (ii)  employees of the Company; or

                  (iii)       existing holders of Common Stock or
            Rights;

      PROVIDED, HOWEVER, that a bona fide public offering sold through an
      underwriter and held open to the public generally shall not fail to meet
      the requirements of this clause (c) merely by virtue of the fact that one
      or more Affiliates, employees or existing holders of Common Stock or
      Rights may have been purchasers from the underwriters therein so long as
      no pre-existing arrangement or agreement to so purchase shares in
      connection with such offering was in existence or in effect; and

            (d) shares of Common Stock issued as the consideration in a
      transaction involving a bona fide acquisition by the Company of another
      Person (whether by acquisition of capital stock of such Person or all or
      substantially all of the Property of such Person, or by merger or
      consolidation of such Person into the Company or any Subsidiary) so long
      as the economic terms of such acquisition were negotiated at arm's length
      and so long as neither such Person nor the Person or Persons to whom such
      Common Stock is issued are:

                  (i)   Affiliates;

                  (ii)  employees of the Company; or

                  (iii) existing holders of Common Stock or Rights;

                                       30
<PAGE>
      PROVIDED, HOWEVER, that in the event that the acquired Person is a
      corporation the common stock of which is registered under either section
      12(b) or section 12(g) of the Exchange Act, the issuance of shares of
      Common Stock to all stockholders of the acquired Person in a bona fide
      acquisition shall not fail to meet the requirements of this clause (d)
      merely by virtue of the fact that one or more Affiliates, employees or
      existing holders of Common Stock or Rights may have been the beneficial
      owners (as such term is defined in Rule 13d-3 under the Exchange Act, 17
      C.F.R. ss.240.13d-3) of five percent (5%) or less of the common stock of
      such acquired Person and so long as no pre-existing arrangement or
      agreement to so issue shares in connection with such offering was in
      existence or in effect;

            (e) Rights consisting of stock options granted with an exercise
      price not less than the Closing Price thereof as of the date of the grant
      issued to employees, consultants or independent contractors of the Company
      pursuant to any stock option plan approved by the Board of Directors at
      any time, so long as, and to the extent that:

                  (i) the aggregate number of shares of Common Stock issuable
            upon exercise of all such outstanding stock options (whether or not
            then currently exercisable) does not at any time exceed fifteen
            percent (15%) of the aggregate number of shares of Common Stock on a
            Fully Diluted Basis at such time, such number of shares to be
            appropriately adjusted in respect of the occurrence of any of the
            events described in Section 0 hereof; and

                  (ii) no other holder of any Rights or any other Securities of
            the Company shall have the right to any preemptive, subscription or
            similar right in respect of such issuance;

      and shares of Common Stock issuable upon the exercise of such stock
      options; PROVIDED, HOWEVER, that the Company may at any time reduce the
      exercise price of any such options to a price which, on the date of such
      reduction, is not less than the Closing Price calculated as of such date;
      and

            (f) Share Purchase Right Securities issued or sold by the Company or
      any Acquiring Person upon exercise of any Share Purchase Rights in
      accordance with the provisions of any Share Purchase Right Agreement, and
      any Common Stock, if any, issued upon the exercise or conversion of any
      such Share Purchase Right Securities in accordance with the provisions of
      the Share Purchase Rights and the Share Purchase Right Agreement.

      EXPIRATION DATE -- means the later to occur of:

            (a)   May 1, 2003; and

            (b) the first date upon which the entire then-remaining principal
      amount of the Notes, together with all accrued and unpaid interest thereon
      and all other amounts due in respect thereof, is fully and finally paid in
      cash.

      FAIR VALUE -- means, with respect to any share of common stock of any
Person at any time, the quotient of:

            (a)   the difference of:

                  (i)   the sum of:

                        (A) the fair salable value of such Person as a going
                  concern, giving effect to all Property thereof and subject to
                  all liabilities thereof, that would be realized in an arm's
                  length sale between an informed and willing buyer and an
                  informed and willing seller, 

                                       31
<PAGE>
                  under no compulsion to buy or sell, respectively, as of a date
                  that is within fifteen (15) days of the date as of which the
                  determination is to be made, determined by agreement among the
                  holders of the Warrants and the Company and, if, in the
                  Company's view after reasonable negotiation no such agreement
                  can be reached, by the Valuation Agent, such determination in
                  either case to be made without regard to the absence of a
                  liquid or ready market for such common stock; PLUS

                        (B) the aggregate exercise or conversion price of all
                  Warrants and all other Valuable Rights of such Person
                  (including, without limitation, Valuable Rights of such Person
                  in respect of any shares of Preferred Stock convertible at
                  such time into shares of common stock of such Person) in
                  existence and remaining unexercised on such date;

            MINUS

                  (ii) if there shall then exist any outstanding shares of
            Preferred Stock (other than Preferred Stock convertible at such time
            into shares of common stock of such Person, which shares represent
            Valuable Rights of such Person at such time), the aggregate
            liquidation preference of (or, if less, the aggregate price, if any,
            at which such Person could elect to redeem) such shares of Preferred
            Stock (together with all accrued and unpaid dividends thereon);

      DIVIDED BY

            (b)   the sum of:

                  (i)   the total number of shares of common stock
            then outstanding; PLUS

                  (ii) the aggregate number of shares of common stock issuable
            in respect of all Valuable Rights of such Person (including, without
            limitation, Valuable Rights of such Person in respect of any shares
            of Preferred Stock convertible at such time into shares of common
            stock of such Person) at such time.

      FULLY DILUTED BASIS -- means, with respect to any calculation of the
number of shares of common stock of any Person at any time, the sum of:

            (a) the number of shares of common stock of such Person outstanding
      at such time; PLUS

            (b) the aggregate number of shares of common stock of such Person
      issuable upon the exercise, conversion or exchange, as the case may be, of
      all Rights of such Person outstanding at such time, regardless of whether
      such Rights of such Person are then exercisable, convertible or
      exchangeable and, with respect to any Rights of such Person, regardless of
      whether the consideration given up by the holder of such Right of such
      Person in connection with the exercise, conversion or exchange thereof
      would exceed the value of the common stock of such Person received upon
      such exercise, conversion or exchange.

      GAAP -- means accounting principles as promulgated from time to time in
statements, opinions and pronouncements by the American Institute of Certified
Public Accountants and the Financial Accounting Standards Board and in such
statements, opinions and pronouncements of such other entities with respect to
financial accounting of for-profit entities as shall be accepted by a
substantial segment of the accounting profession in the United States.

      INCIDENTAL REGISTRATION -- Section 0.

                                       32
<PAGE>
      INITIAL PURCHASE PRICE -- means Twenty-Two Dollars and Seventy Cents
($22.70) per share.

      INITIATING HOLDERS -- means, at any time, the holders (other than the
Company or any Affiliate thereof) of at least fifty-one percent (51%) (by number
of shares) of the Registrable Securities at such time (excluding any Registrable
Securities held directly or indirectly by the Company or any Affiliate thereof).

      LIEN -- means any interest in Property securing an obligation owed to, or
a claim by, a Person other than the owner of the Property (for purposes of this
definition, the "Owner"), whether such interest is based on the common law,
statute or contract, and includes but is not limited to:

            (a) the security interest lien arising from a mortgage, encumbrance,
      pledge, conditional sale or trust receipt or a lease, consignment or
      bailment for security purposes, and the filing of any financing statement
      under the Uniform Commercial Code of any jurisdiction, or an agreement to
      give any of the foregoing;

            (b) reservations, exceptions, encroachments, easements,
      rights-of-way, covenants, conditions, restrictions, leases and other title
      exceptions and encumbrances affecting real Property;

            (c) stockholder agreements, voting trust agreements, buy-back
      agreements and all similar arrangements affecting the Owner's rights in
      stock owned by the Owner; and

            (d) any interest in any Property held by the Owner evidenced by a
      conditional sale agreement, capitalized lease or other arrangement
      pursuant to which title to such Property has been retained by or vested in
      some other Person for security purposes.

The term "Lien" does not include negative pledge clauses in loan agreements and
equal and ratable security clauses in loan agreements.

      MARKET CAPITALIZATION -- means, with respect to any Person, at any time of
determination, the product of:

            (a) the Market Price of the common stock of such Person at such time
      of determination; MULTIPLIED BY

            (b) the number of shares of the common stock of such Person
      outstanding at such time.

      MARKET CAPITALIZATION PERCENTAGE -- means, with respect to any Person, at
any time of determination, the quotient of:

            (a) the Market Capitalization of such Person as of the Spinoff
      Calculation Date; DIVIDED BY

            (b)   the sum of:

                        (i)   the Market Capitalization of the
                  Distributed Entity as of the Spinoff Calculation
                  Date; PLUS

                        (ii) the Market Capitalization of the Company as of the
                  Spinoff Calculation Date.

      MARKET PRICE -- means, per share of common stock of any Person, as of any
date of determination, the arithmetic mean of the daily Closing Prices for the
twenty (20) consecutive trading days before such date of 

                                       34
<PAGE>
determination; PROVIDED that if such common stock is then neither listed or
admitted to trading on any national securities exchange, the NASDAQ National
Market or the NASDAQ SmallCap Market, then "Market Price" means the Fair Value
of one share of such common stock, as determined by the Valuation Agent as of
the date of determination. When used in this Agreement without reference to a
particular Person or common stock, "Market Price" means the Market Price of the
Common Stock.

      NASD -- means the National Association of Securities Dealers, Inc.

      NASDAQ -- means the NASDAQ Stock Market, Inc., a subsidiary of the NASD.

      NASDAQ NATIONAL MARKET -- has the meaning ascribed thereto in Rule 4200(r)
of NASDAQ.

      NASDAQ SMALLCAP MARKET -- has the meaning ascribed thereto in Rule 4200(t)
of NASDAQ.

      NOTE AGREEMENT -- means the Note Agreement, dated as of the date hereof,
among the Company and the Purchasers, pursuant to which the Notes were issued.

      NOTES -- means the 12% Senior Subordinated Notes due May 1, 2003 issued
pursuant to the Securities Purchase Agreement and the Note Agreement.

      NOTICE EVENT -- means any event that would require an adjustment in the
Purchase Price pursuant to Section 0 hereof.

      OTHER STOCKHOLDERS -- means and includes, at any time, all holders of
Securities of the Company at such time (other than the holders of Registrable
Securities).

      OUTSTANDING WARRANT -- means that certain warrant to purchase five
thousand (5,000) shares of the Common Stock issued to Henri Morris & Associates.

      PERSON -- means an individual, partnership, corporation, limited liability
company, joint venture, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

      POTENTIAL MATERIAL EVENT shall mean and include the following:

            (a)   the possession by the Company of material
      undisclosed information not ripe for disclosure in a
      registration statement; or

            (b) any undisclosed material engagement or material activity by the
      Company which would, in the good faith determination of the Board of
      Directors of the Company, be adversely affected by disclosure in a
      registration statement at such time.

      PREFERRED STOCK -- means and includes, with respect to any Person, all
capital stock of such Person of any class which is preferred as to payment upon
a liquidation or dissolution of such Person or both, over the common stock of
such Person.

      PRE-SPINOFF OWNERSHIP PERCENTAGE -- means, with respect to any Spinoff,
the quotient, expressed as a percentage, of:

            (a) the number of shares of Common Stock issuable immediately prior
      to the Spinoff upon exercise of all Warrants remaining outstanding at such
      time; DIVIDED BY

                                       35
<PAGE>
            (b) the aggregate number of shares of Common Stock at such time
      calculated on a Fully Diluted Basis.

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

      PUBLIC OFFERING -- shall mean any sale of Common Stock in a transaction
either registered under, or requiring registration under, section 5 of the
Securities Act.

      PURCHASE PRICE -- means, prior to any adjustment pursuant to Section 0 of
this Agreement, the Initial Purchase Price and thereafter, the Initial Purchase
Price as thereafter successively adjusted and readjusted from time to time.

      PURCHASERS -- shall have the meaning specified in the introductory
paragraph hereof.

      REGISTRABLE SECURITIES -- means, at any time:

            (a) any shares of Common Stock that have been issued upon the
      exercise of any Warrant;

            (b) any shares of Common Stock into which such shares of Common
      Stock shall have been converted at any time; and

            (c) any shares of Common Stock that are issuable upon the exercise
      of the Warrants or the conversion of Common Stock referred to in clause
      (a) or clause (b) above.

For purposes of Section 0 hereof and the definitions of "Initiating Holders" and
"Requisite Holders" herein, holders of Warrants at any time shall be deemed to
be holders of Registrable Securities described in clauses (b) and (c) of this
definition that are at such time issuable upon exercise in full of such
Warrants, whether or not such holders are then entitled so to exercise such
Warrants pursuant to the terms thereof.

      As to any particular Registrable Securities once issued, such Securities
shall cease to be Registrable Securities:

            (i) when a registration statement with respect to the sale of such
      Securities shall have become effective under the Securities Act and such
      Securities shall have been disposed of in accordance with such
      registration statement;

            (ii) when they shall have been distributed to the public pursuant to
      Rule 144 (or any successor provision) under the Securities Act;

            (iii) when they shall have been otherwise transferred and subsequent
      disposition of them shall not require registration or qualification under
      the Securities Act or any similar state law then in force; or

            (iv) when they shall have ceased to be outstanding or (with respect
      to Registrable Securities described in clause (c) of this definition)
      issuable upon exercise of the Warrants.

      REGISTRATION -- means the Shelf Registration and each Incidental
Registration.

      REGISTRATION EXPENSES -- means all expenses incident to the Company's
performance of or compliance with Section 6.1 through Section 0, inclusive,
including, without limitation:

                                       36
<PAGE>
            (a)   all registration and filing fees;

            (b) fees and expenses of compliance with securities or blue sky laws
      (including reasonable fees and disbursements of counsel in connection with
      blue sky qualifications of the Registrable Securities);

            (c) expenses of printing certificates for the Registrable Securities
      in a form eligible for deposit with Depositary Trust Company;

            (d)   messenger and delivery expenses;

            (e) internal expenses (including, without limitation, all salaries
      and expenses of its officers and employees performing legal or accounting
      duties);

            (f) fees and disbursements of counsel for the Company and its
      independent certified public accountants (including the expenses of any
      management review, cold comfort letters or any special audits required by
      or incident to such performance and compliance);

            (g)   securities acts liability insurance (if the
      Company elects to obtain such insurance);

            (h) the reasonable fees and expenses of any special experts retained
      by the Company in connection with such registration;

            (i)   fees and expenses of other Persons retained by
      the Company; and

            (j) reasonable fees and expenses of counsel for holders of
      Registrable Securities, selected by the Requisite Holders;

but not including any underwriting fees, discounts or commissions attributable
to the sale of Registrable Securities or fees and expenses of more than one
counsel representing the holders of Registrable Securities or any other selling
expenses, discounts or commissions incurred in connection with the sale of
Registrable Securities.

      REQUIRED WARRANTHOLDERS -- means, at any time, the holders of at least
fifty-one percent (51%) of all Warrants outstanding (excluding any Warrants
directly or indirectly held by the Company, any Subsidiary or any Affiliate) at
such time.

      REQUISITE HOLDERS -- means, with respect to any registration or proposed
registration of Registrable Securities pursuant to Section 0 hereof, any holder
or holders (other than the Company or any Affiliate or Subsidiary) holding at
least fifty-one percent (51%) of the shares of Registrable Securities (excluding
any shares of Registrable Securities directly or indirectly held by the Company
or any Affiliate or Subsidiary) to be so registered.

      RIGHT -- means and includes:

            (a) any warrant (including, without limitation, in the case of the
      Company, any Warrant and the Outstanding Warrant) or any option
      (including, without limitation, employee stock options) to acquire common
      stock of such Person;

            (b) any right issued to holders of the common stock of such Person,
      or any class thereof, permitting the holders thereof to subscribe to
      shares of Additional Common Stock (in the case of the Company) or
      additional common stock or additional Rights of such Person (pursuant to a
      rights offering or otherwise);

                                       37
<PAGE>
            (c) any right to acquire common stock of such Person pursuant to the
      provisions of any Security convertible or exchangeable into such common
      stock; and

            (d) any similar right permitting the holder thereof to subscribe for
      or purchase shares of common stock of such Person.

References in this Agreement to a Right or Rights of a Person means a Right or
Rights, regardless of whether or not issued by such Person, relating to the
common stock of such Person. When used in this Agreement without reference to a
particular Person, "Right" means a Right of the Company.

      SECURITIES PURCHASE AGREEMENT -- means the Securities Purchase Agreement,
dated as of the date hereof, between the Company and the Purchaser, relating to
the offering and sale of the Notes and the Warrants.

      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 -- shall have the meaning specified in section 2(1) of the
Securities Act.

      SHARE PURCHASE RIGHT -- means any Right created by the Company after the
date hereof which meets the following criteria:

            (a) such Right is distributed to each holder of the Common Stock as
      of the record date for the distribution thereof;

            (b) such Right remains attached to each share of Common Stock
      (including, without limitation, shares issued on or after the record date
      for the distribution thereof but prior to any date of detachment thereof)
      pending the occurrence of one or more Share Purchase Triggering Events;

            (c) such Right shall become detached from, and may be transferred
      separately from, the shares of Common Stock upon the occurrence of one or
      more Share Purchase Triggering Events; and

            (d) such Right shall become exercisable by all holders thereof other
      than an Acquiring Person, upon the occurrence of one or more Share
      Purchase Triggering Events (which may or may not be the Share Purchase
      giving rise to the detachment of the Share Purchase Rights) specified in
      the Share Purchase Rights Plan, into Share Purchase Right Securities.

      SHARE PURCHASE RIGHT DETACHMENT DATE -- means the date upon which any
Share Purchase Right becomes detached from, and may be transferred separately
from, the shares of Common Stock.

      SHARE PURCHASE RIGHT TERMINATION DATE -- means the earlier to occur of the
expiration, termination or redemption by the Company of all Share Purchase
Rights.

      SHARE PURCHASE RIGHT PLAN -- means the plan or agreement pursuant to which
the Share Purchase Rights are issued and governing the terms thereof.

      SHARE PURCHASE RIGHT SECURITIES -- means and includes any of the following
Securities issuable upon exercise of a Share Purchase Right:

                                       38
<PAGE>
            (a)   shares of Common Stock or Rights of the Company,
      or Securities containing Rights of the Company;

            (b) shares of other capital stock of the Company or other Securities
      convertible or exchangeable into capital stock of the Company; or

            (c) shares of capital stock of an Acquiring Person or any Affiliate
      thereof or other Securities convertible or exchangeable into any such
      capital stock.

      SHARE PURCHASE TRIGGERING EVENT -- means and includes any and all of the
following:

            (a) the acquisition by any Acquiring Person of a percentage of the
      outstanding Common Stock specified in the Share Purchase Right Plan (but
      in no event less than ten percent (10%) of the outstanding Common Stock);

            (b) the making by any Acquiring Person of a tender offer for the
      Common Stock or any substantial portion thereof;

            (c) the commencement of, or the occurrence of any event in
      furtherance of, any actual or threatened election contest (as contemplated
      by Rule 14a-11 under the Exchange Act) or other actual or threatened
      solicitation of proxies or contest by or on behalf of a Person other than
      the Board of Directors which, if fully completed, would result in a
      majority of the directors of the Company following consummation of such
      contest or proposal and the election or elections of directors at which
      such contest or proposal is directed being Persons who were not directors
      immediately prior to the commencement of such contest or proposal; or

            (d) any similar or other action which would, if completed, result in
      an Acquiring Person either owning a majority of the Common Stock or
      controlling the Board of Directors.

      SHELF EFFECTIVE DATE -- means May 1, 1999, or such earlier date as would
be required by Section 0.

      SHELF EFFECTIVE PERIOD -- Section 0.

      SHELF FILING DATE -- means January 1, 1999, or such earlier date as would
be required by Section 0.

      SHELF REGISTRATION -- Section 0.

      SPINOFF - means and includes:

            (a) any payment or making of any dividend in, or making of any
      distribution of, any Spinoff Shares to the stockholders of the Company in
      respect of the Common Stock; or

            (b) any reclassification of the Common Stock in any manner or other
      similar arrangement such that Spinoff Shares are issued to or deemed
      issued to the Company's stockholders.

      SPINOFF CALCULATION DATE -- means, with respect to any Spinoff, the
thirtieth (30th) trading day following the consummation of such Spinoff.

                                       39
<PAGE>
      SPINOFF SHARES -- means and includes any capital stock, partnership or
membership interest, or warrant, option or other right to acquire any such
capital stock, partnership or membership interests, or other similar equity
interest of any Distributed Entity, in each case, which is dividended or
otherwise distributed (including, without limitation, in any recapitalization)
to the stockholders of the Company in respect of the Common Stock in a Spinoff.

      SPINOFF WARRANT AGREEMENT -- Section 0.

      SPINOFF WARRANT NUMBER -- means, at any time, with respect to any Spinoff,
the quotient of:

            (a)   the product of:

                  (i)   the Pre-Spinoff Ownership Percentage;
            MULTIPLIED BY

                  (ii) the aggregate number of Spinoff Shares, calculated as of
            the Spinoff Calculation Date on a Fully Diluted Basis (but prior to
            giving effect to the issuance of the Spinoff Warrants);

      DIVIDED BY

            (b)   the difference of:

                  (i)   one hundred percent (100%); MINUS

                  (ii)  the Pre-Spinoff Ownership Percentage.

      SPINOFF WARRANT PURCHASE PRICE -- means, on any date of determination,
with respect to any Spinoff, the quotient of:

            (a)   the product of:

                  (i)   the Market Capitalization Percentage of the
            Distributed Entity as of such date; MULTIPLIED BY

                  (ii)  the number of Warrants outstanding on such
            date; MULTIPLIED BY

                  (iii) the Purchase Price on such date prior to giving effect
            to any adjustment in the Purchase Price (including, without
            limitation, that required by Section 0) resulting from the Spinoff;

      DIVIDED BY

      (b)    the Spinoff Warrant Number.

      SPINOFF WARRANTS -- Section 0.

      SUBSIDIARY -- means, at any time, each corporation, association, limited
liability company or other business entity which qualifies as a subsidiary of
the Company that is properly included in a consolidated financial statement of
the Company and its subsidiaries in accordance with GAAP at such time.

      TRANSFEREE -- means any registered transferee of all or any part of any
one or more Warrant Certificates acquired by the Purchasers under this
Agreement.

                                       40
<PAGE>
      VALUABLE RIGHT -- means, with respect to any Person at any time, a Right,
the effective conversion, exercise or purchase price of which on the date of
determination is less than the Market Price in respect of the shares of common
stock of such Person issuable upon conversion, exercise or purchase pursuant to
such Right on such date.

      VALUATION AGENT -- means the Board of Directors, unless the Required
Warrantholders shall disagree in good faith with the determination of the Board
of Directors, in which case the determination shall be made by a firm of
independent certified public accountants, an investment banking firm or
appraisal firm (which firm shall own no material amount of Securities of, and
shall not be an Affiliate, Subsidiary or a related Person of, the Company) of
recognized national standing retained by the Company and reasonably acceptable
to the Required Warrantholders.

      VOTING STOCK -- means, with respect to any corporation, any shares of
stock of such corporation whose holders are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time any stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency), and, in the case of the Company, shall include the Common Stock.

      WARRANT -- shall mean each Warrant to purchase shares of the Common Stock
issued pursuant to this Agreement.

      WARRANT CERTIFICATE -- Section 0.


      7.2 DESCRIPTIVE HEADINGS. The descriptive headings of the several Sections
of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.

      7.3 GOVERNING LAW. THIS AGREEMENT AND THE WARRANT CERTIFICATES SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

8.    MISCELLANEOUS.

      8.1 EXPENSES. The Company agrees to pay, and save the Purchasers and any
Transferees harmless against liability for the payment of, all out-of-pocket
expenses (including, without limitation, the reasonable fees and disbursements
of special counsel for the Purchasers and any Transferee) arising in connection
with the transactions herein contemplated, including, without limitation:

            (a)   the cost, if any, of complying with Section 0
      hereof;

            (b) any subsequent proposed modification of, or proposed consent
      requested or initiated by or on behalf of the Company under, this
      Agreement, the Warrant Certificates or the Warrants, whether or not such
      proposed modification shall be effected or proposed consent granted
      (including, without limitation, all document production and duplication
      charges and the reasonable fees and expenses of one special counsel
      engaged by the holders of Warrants in connection therewith); and

            (c) the enforcement of (or determination of whether or how to
      enforce) any rights under this Agreement, the Warrant Certificates or the
      Warrants or in responding to any subpoena or other legal process or
      informal investigative demand issued in connection with this Agreement or
      the transactions contemplated hereby or by reason of the Purchasers' or
      any Transferee's having acquired any Warrant Certificate, including,
      without limitation, the reasonable fees and expenses of one special
      counsel engaged by the holders of the Warrants and incurred by the holders
      of the Warrants and the costs and expenses incurred in any bankruptcy case
      involving the Company or any Subsidiary.

                                       41
<PAGE>
The obligations of the Company under this Section 0 shall survive the transfer
of any Warrant Certificate or portion thereof or interest therein by any
Purchaser or any Transferee and the exercise or expiration of any Warrant.

      8.2 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:

            (a) in the case of Section 0 through Section 0, Section 0, Section 0
      or Section 0 hereof (other than this Section 0), or of any term defined in
      Section 0 to the extent used therein, the written consent of the Required
      Warrantholders;

            (b) the provisions of Section 0 hereof, and of any term defined in
      Section 0 hereof as used in Section 0 hereof, may be amended, modified or
      supplemented only by a writing duly executed by or on behalf of the
      Initiating Holders and the Company; PROVIDED, HOWEVER, that compliance by
      the Company with the provisions of Section 0 hereof,



      with respect to any particular registration, may be waived
      by the Requisite Holders; and

            (c) in the case of this Section 0, or of any term defined in Section
      0 to the extent used herein, the written consent of all holders of
      Warrants then outstanding and all Registrable Securities then outstanding
      (excluding any Warrants or Registrable Securities directly or indirectly
      held by the Company, any Subsidiary or any Affiliate);

PROVIDED, HOWEVER, that:

            (i) no such amendment or waiver of any of the provisions of this
      Agreement pertaining to the Purchase Price or the number or kind of shares
      of Common Stock that may be purchased upon exercise of each Warrant; and

            (ii) no change delaying the occurrence of the Effective Date or
      accelerating the occurrence of the Expiration Date;

shall be effective as to the holder of any Warrant unless
consented to in writing by such holder.

      8.3 DIRECTLY OR INDIRECTLY. Where any provision in this Agreement refers
to any 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.

      8.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All
representations and warranties contained herein and in the Securities Purchase
Agreement in connection herewith shall survive the execution and delivery of
this Agreement and the Warrant Certificates, the transfer by any Purchaser of
any Warrant Certificate or portion thereof or interest therein and the exercise
or expiration of any Warrant, and may be relied upon by the Purchasers or any
Transferee, regardless of any investigation made at any time by or on behalf of
such Purchaser or Transferee. Subject to the preceding sentence, this Agreement
and the Warrant Certificates embody the entire agreement and understanding among
the Company and the Purchasers, and supersede all prior agreements and
understandings, relating to the subject matter hereof.

                                       42
<PAGE>
      8.5 SUCCESSORS AND ASSIGNS. All covenants and other agreements in this
Agreement contained by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto (including, without limitation, any Transferee) whether so expressed or
not. Notwithstanding the foregoing sentence, the Company may not assign any of
its rights, duties or obligations hereunder or under the Warrants without the
prior written consent of all holders of the Warrants then outstanding.

      8.6 NOTICES. All communications hereunder or under the Warrants shall be
in writing and shall be delivered either by national overnight courier or by
facsimile transmission (confirmed by delivery by national overnight courier sent
on the day of the sending of such facsimile transmission), and shall be
addressed to the following addresses:

            (a) if to a Purchaser, at its address set forth on Annex 1 to this
      Agreement, or at such other address as such Purchaser shall have specified
      to the Company in writing;

            (b) if to any other holder of any Warrant Certificate, addressed to
      such other holder at such address as such other holder shall have
      specified to the Company in writing or, if any such other holder shall not
      have so specified an address to the Company, then addressed to such other
      holder in care of the last holder of such Warrant Certificate that shall
      have so specified an address to the Company; and

            (c) if to the Company, at the address set forth on Annex 2 to this
      Agreement, or at such other address as the Company shall have specified to
      each holder of Warrants in writing.

Any communication addressed and delivered as herein provided shall be deemed to
be received when actually delivered to the address of the addressee (whether or
not delivery is accepted) or received by the telecopy machine of the recipient.
Any communication not so addressed and delivered shall be ineffective.

      8.7 SATISFACTION REQUIREMENT. If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
required to be satisfactory to the Purchasers or to any holder or holders of
Warrant Certificates, the determination of such satisfaction shall, unless
specifically required herein in any instance to be "reasonable" or words to
similar effect, be made by such Purchasers, holder or holders, as the case may
be, in the sole and exclusive judgment (exercised in good faith) of the Person
or Persons making such determination.

      8.8 SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      8.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument.

      8.10  WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION; ETC.

            (A) WAIVER OF JURY TRIAL. THE PARTIES HERETO VOLUNTARILY AND
      INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
      AGREEMENT, THE WARRANTS OR ANY OF THE DOCUMENTS, AGREEMENTS OR
      TRANSACTIONS CONTEMPLATED HEREBY.

                                       43
<PAGE>
            (B) CONSENT TO JURISDICTION. ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT, THE WARRANTS OR ANY OF THE
      DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTION OR
      PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY
      BREACH UNDER THIS AGREEMENT, THE WARRANTS OR ANY DOCUMENT OR AGREEMENT
      CONTEMPLATED HEREBY MAY BE BROUGHT BY SUCH PARTY IN ANY FEDERAL DISTRICT
      COURT LOCATED IN NEW YORK CITY, NEW YORK, OR ANY NEW YORK STATE COURT
      LOCATED IN NEW YORK CITY, NEW YORK AS SUCH PARTY MAY IN ITS SOLE
      DISCRETION ELECT, AND BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
      PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NON-EXCLUSIVE
      IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE PARTIES
      HERETO IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT IN ANY PROCEEDING
      BEFORE ANY TRIBUNAL, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY
      CLAIM THAT IT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION OF ANY SUCH
      COURT. IN ADDITION, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUIT, ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT, AGREEMENT OR
      TRANSACTION CONTEMPLATED HEREBY BROUGHT IN ANY SUCH COURT, AND HEREBY
      IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
      BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            (C) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY AGREES THAT
      PROCESS PERSONALLY SERVED OR SERVED BY U.S. REGISTERED MAIL AT THE
      ADDRESSES PROVIDED HEREIN FOR NOTICES SHALL CONSTITUTE, TO THE EXTENT
      PERMITTED BY LAW, ADEQUATE SERVICE OF PROCESS IN ANY SUIT, ACTION OR
      PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WARRANTS OR
      ANY DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY, OR ANY ACTION
      OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF
      ANY BREACH HEREUNDER OR UNDER ANY DOCUMENT OR AGREEMENT CONTEMPLATED
      HEREBY. RECEIPT OF PROCESS SO SERVED SHALL BE CONCLUSIVELY PRESUMED AS
      EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL
      SERVICE OR ANY COMMERCIAL DELIVERY SERVICE.

            (D) OTHER FORUMS. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT
      THE ABILITY OF ANY PURCHASER TO SERVE ANY WRITS, PROCESS OR SUMMONSES IN
      ANY MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE
      COMPANY IN SUCH OTHER JURISDICTION, AND IN SUCH OTHER MANNER, AS MAY BE
      PERMITTED BY APPLICABLE LAW.


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

                                       44
<PAGE>
      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.

                                          FRESH AMERICA CORP.


                                       By:________________________________
                                                Name:
                                                Title:

                                          JOHN HANCOCK MUTUAL LIFE
                                          INSURANCE COMPANY



                                       By:________________________________
                                                Name:
                                                Title:


                                          JOHN HANCOCK VARIABLE LIFE
                                          INSURANCE COMPANY



                                       By:________________________________
                                                Name:
                                                Title:

                                          SIGNATURE (1A) CAYMAN, LTD.
                                          By:   John Hancock Mutual Life
                                                Insurance Company,
                                                Portfolio Advisor


                                       By:________________________________
                                                Name:
                                                Title:


                                       45