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                                                                  EXHIBIT 10.12

                              WARRANT CERTIFICATE

THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND
SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF
AUGUST 2, 1996, BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A
COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL
OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN
REQUEST AND WITHOUT CHARGE.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN EXCHANGE
RIGHTS MORE FULLY SET FORTH IN THE WARRANT AGREEMENT.

January 26, 2000                                           Certificate No. R-1

                         EXERCISABLE ONLY ON OR BEFORE
                                 August 2, 2006

                              Warrant Certificate

         This Warrant Certificate certifies that BANK AUSTRIA AG, GRAND CAYMAN
BRANCH, or registered assigns, is the registered holder of 13,609 Warrants (the
"Warrants") to purchase Class A Common Stock or Convertible Preferred Stock of
INTEGRITY INCORPORATED, a Delaware corporation (the "Issuer"). Each Warrant
entitles the holder, but only subject to the conditions set forth herein and in
the Warrant Agreement referred to below, to purchase from the Issuer during the
period beginning on the earlier of (i) the date on which a Change of Control
(as defined in the Warrant Agreement) of the Issuer occurs or (ii) twenty-four
months after the Closing Date (as defined in the Warrant Agreement), and ending
at 5:00 P.M., New York time, on August 2, 2006 (the "Expiration Date"), one (1)
fully paid and nonassessable share of the Class A Common Stock of the Issuer or
one-fourth (1/4) fully paid and non-assessable share of the Convertible
Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to
the extent set forth in the Warrant Agreement, at a price (the "Exercise
Price") of $1.875 per Warrant payable in lawful money of the United States of
America, upon surrender of this Warrant Certificate, execution of the annexed
Form of Election to Purchase and payment of the Exercise Price at the office of
the Issuer at One Thousand Cody Road, Mobile Alabama 36695-3425, or such other
address as the Issuer may specify in writing to the registered holder of the
Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising
Warrants pursuant to the immediately preceding

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sentence, the Warrant holder shall have the right to require the Issuer to
convert the Warrants, in whole or in part and at any time or times, into
Warrant Shares, by surrendering to the Issuer the Warrant Certificate
evidencing the Warrants to be converted, accompanied by the annexed Form of
Notice of Conversion which has been duly completed and signed. The exercise
Price and number of Warrant Shares purchasable upon exercise of the Warrants
are subject to adjustment prior to the Expiration Date as set forth in the
Warrant Agreement. In no event shall this Warrant be exercisable for shares of
Class A Common Stock or Convertible Preferred Stock which, when aggregated with
all other Warrant Shares (as defined in the Warrant Agreement) previously
issued (other than Non-Attributable Stock (as defined in the Warrant
Agreement)) would, upon issuance, represent in excess of 24.99% of the Equity
of the Issuer (defined in the Warrant Agreement) unless such shares, when
issued, would constitute Non-Attributable Stock (as defined in the Warrant
Agreement).

         No Warrant may be exercised after 5:00 P.M., New York time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00 P.M.,
New York time, on the Expiration Date.

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

         Warrant Certificates, when surrendered at the office of the Issuer at
the above-mentioned address by the registered holder hereof in person or by a
legal representative duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

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

         This Warrant Certificate is one of the Warrant Certificates referred
to in the Warrant Agreement, dated as of August 2, 1996, between the Issuer and
Creditanstalt Corporate Finance, Inc. Said Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Issuer and the holders.


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

                                         INTEGRITY INCORPORATED


                                         By:
                                             --------------------------------

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



(CORPORATE SEAL)

ATTEST:


----------------------
Secretary


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                                                          ANNEX to Form
                                                          of Warrant
                                                          Certificate

FORM OF ELECTION TO PURCHASE

(To be executed upon exercise of Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase 13,609 Warrant Shares* and
herewith tenders payment for such Warrant Shares to the order of the Issuer in
the amount of $___________ in accordance with the terms hereof. The undersigned
requests that a certificate for such Warrant Shares be registered in the name
of Bank Austria AG, Grand Cayman Branch, whose address is Two Greenwich Plaza,
Greenwich, Connecticut 06830 and that such certificate be delivered to Bank
Austria, c/o Creditanstalt, Attention: Claudia Foster, whose address is Two
Greenwich Plaza, Greenwich, Connecticut 06830. If said number of Warrant Shares
is less than all of the Warrant Shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of
the Warrant Shares be registered in the name of Bank Austria AG, Grand Cayman
Branch, whose address is Two Greenwich Plaza, Greenwich, Connecticut 06830 and
that such Warrant Certificate be delivered to Bank Austria, c/o Creditanstalt,
Attention: Claudia Foster, whose address is Two Greenwich Plaza, Greenwich,
Connecticut 06830.


Signature:



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


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

*      Consisting of:

             ____ shares of Class A Common Stock

             ____ shares of Convertible Preferred Stock


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                                                    ANNEX to Form
                                                    of Warrant
                                                    Certificate

FORM OF NOTICE OF CONVERSION

(To be executed upon conversion of Warrant)

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to convert Warrants represented hereby
into 13,609 Warrant Shares* in accordance with the terms hereof. The
undersigned requests that a certificate for such Warrant Shares be registered
in the name of Bank Austria AG, Grand Cayman Branch, whose address is Two
Greenwich Plaza, Greenwich, Connecticut 06830 and that such certificate be
delivered to Bank Austria, c/o Creditanstalt, Attention: Claudia Foster, whose
address is Two Greenwich Plaza, Greenwich, Connecticut 06830. If said number of
Warrant Shares is less than all of the Warrant Shares purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the
remaining balance of the Warrant Shares be registered in the name of Bank
Austria AG, Grand Cayman Branch, whose address is Two Greenwich Plaza,
Greenwich, Connecticut 06830 and that such Warrant Certificate be delivered to
Bank Austria, c/o Creditanstalt, Attention: Claudia Foster, whose address is
Two Greenwich Plaza, Greenwich, Connecticut 06830.


Signature:



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


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

*      Consisting of:

             ____ shares of Class A Common Stock

             ____ shares of Convertible Preferred Stock


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