THE  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE  THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY OTHER FEDERAL OR STATE
SECURITIES OR BLUE SKY LAWS, AND HAVE BEEN ISSUED IN A MANNER INTENDED TO COMPLY
WITH THE CONDITIONS CONTAINED IN REGULATION S UNDER THE ACT. PRIOR TO THE END OF
THE RESTRICTED PERIOD (AS DEFINED HEREIN), NO OFFER, SALE,  TRANSFER,  PLEDGE OR
OTHER DISPOSITION  (COLLECTIVELY,  A "DISPOSAL") OF THE WARRANTS  REPRESENTED BY
THIS  CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY "U.S.  PERSON" (AS DEFINED IN  REGULATION  S) UNLESS (I) SUCH
WARRANTS ARE  REGISTERED  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES OR
BLUE SKY LAWS OR (II) MULTIMEDIA ACCESS  CORPORATION (THE "COMPANY")  RECEIVES A
WRITTEN   OPINION  OF  UNITED   STATES  LEGAL  COUNSEL  IN  FORM  AND  SUBSTANCE
SATISFACTORY  TO IT TO THE  EFFECT  THAT  SUCH  DISPOSAL  IS  EXEMPT  FROM  SUCH
REGISTRATION  REQUIREMENTS  OR (B)  OUTSIDE  THE  UNITED  STATES  TO, OR FOR THE
ACCOUNT OR BENEFIT  OF, ANY PERSON WHO IS NOT A "U.S.  PERSON"  UNLESS  PRIOR TO
SUCH  DISPOSAL  (I) THE  BENEFICIAL  OWNER  OF  SUCH  SHARES  AND  THE  PROPOSED
TRANSFEREE  SUBMIT  CERTAIN  CERTIFICATIONS  TO THE COMPANY  (FORMS OF WHICH ARE
AVAILABLE  FROM THE COMPANY AT ITS  PRINCIPAL  EXECUTIVE  OFFICES)  AND (II) THE
COMPANY RECEIVES THE LEGAL OPINION DESCRIBED IN (A)(II) ABOVE.

                                                                       No. A-001

                              WARRANTS TO PURCHASE
                  COMMON STOCK OF MULTIMEDIA ACCESS CORPORATION


                      Initial Issuance on December 9, 1997
              Void after 5:00 p.m. New York Time, December 9, 2002


     THIS CERTIFIES THAT, for value received, RAUSCHER PIERCE & CLARK (GUERNSEY)
LIMITED  or  registered  assigns  (the  "Holder")  is the  registered  holder of
warrants (the  "Warrants") to purchase from  Multimedia  Access  Corporation,  a
Delaware corporation (the "Company"), at any time or from time to time beginning
on December 9, 1998 and until 5:00 p.m., New York time, on December 9, 2002 (the
"Expiration  Date"),  subject to the conditions set forth herein, at the initial
exercise price of $4.625 per share (the "Initial  Exercise  Price"),  subject to
adjustment  as set forth herein (the  "Exercise  Price"),  up to an aggregate of
eighty-six   thousand   four  hundred   eighty-six   (86,486)   fully  paid  and
non-assessable  common shares,  par value $.0001 per share (the "Common Stock"),
of  the  Company  (the  "Shares")  upon  surrender  of  this   certificate  (the
"Certificate")  and payment of the Exercise  Price  multiplied  by 



                                       1


<PAGE>


the number of Shares  being  purchased  at the  principal  office of the Company
presently  located at 2665 Villa Creek Drive,  Suite 200,  Dallas,  Texas 75234,
United States of America.











                                       2




<PAGE>






     1.     Exercise of Warrants.

                        (a)    The exercise of any Warrants  represented by this
Certificate  is  subject  to the  conditions  set forth  below in  paragraph  4,
"Compliance with U.S. Securities Laws."

                        (b)    Subject to compliance  with all of the conditions
set forth  herein,the  Holder shall have the right to purchase  from the Company
the number of Shares  which the Holder may at the time be  entitled  to purchase
pursuant  hereto,  upon  surrender  of this  Certificate  to the  Company at its
principal office, together with the form of election to purchase attached hereto
duly completed and signed, and upon payment to the Company of the Exercise Price
multiplied  by the  number of  Shares  in  respect  of which  Warrants  are then
exercised.

                        (c)    No Warrant may be exercised  after 5:00 p.m., New
York time,  on the  Expiration  Date,  after which time all  Warrants  evidenced
hereby shall be void, unless exercised prior thereto.

                        (d)    Payment of the Exercise  Price  multiplied by the
number of Shares in respect of which  Warrants  are  exercised  shall be made in
cash by wire transfer of immediately  available  funds or by certified  check or
banker's  draft payable to the order of the Company,  or any  combination of the
foregoing.

                        (e)    The Warrants  represented by this Certificate are
exercisable  at the  option  of the  Holder,  in whole or in part (but not as to
fractional Shares). Upon the exercise of less than all of the Warrants evidenced
by this  Certificate,  the  Company  shall  forthwith  issue to the Holder a new
certificate of like tenor representing such number of unexercised Warrants.

                        (f)    Upon surrender of this Certificate to the Company
at its principal office and upon payment of the Exercise Price multiplied by the
number of Shares in respect of which  Warrants are then  exercised,  the Company
shall cause to be delivered  promptly to or upon the written order of the Holder
and in such name or names as the Holder may  designate,  a share  certificate or
share certificates for the number of whole Shares purchased upon the exercise of
the Warrants.  Such share  certificate or share  certificates  representing  the
Shares shall be free of any restrictive legend. The Company shall ensure that no
"stop  transfer"  or similar  instruction  or order  with  respect to the Shares
purchased upon exercise of the Warrants shall be in effect at Continental  Stock
Transfer & Trust Company,  or any successor  transfer agent for the



                                       -3-




<PAGE>


Common Stockof the Company (the "Transfer Agent").


     2.     Elimination  of  Fractional  Interests.  The  Company  shall not  be
required to issue share certificates  representing fractions of Shares and shall
not be required to issue scrip






                                      -4-
<PAGE>



or pay cash in lieu of fractional  interests.  All fractional interests shall be
eliminated by rounding any fraction to the nearest whole number of Shares.

         3. Payment of Taxes. The Company will pay all documentary  stamp taxes,
if any,  attributable  to the  issuance  and  delivery  of the  Shares  upon the
exercise of the  Warrants;  provided,  however,  that the  Company  shall not be
required  to pay any taxes  which may be  payable  in  respect  of any  transfer
involved  in the  issuance  or delivery of any Warrant or any Shares in any name
other than that of the Holder, which transfer taxes shall be paid by the Holder.

         4. Compliance with U.S.  Securities  Laws.  The Warrants and the Shares
issuable  upon the exercise of the Warrants have not been  registered  under the
United States Securities Act of 1933, as amended (the "Securities  Act"), or any
other federal or state  securities or blue sky laws, and the Warrants may not be
exercised within the United States or by, or on behalf of, any "U.S. person" (as
defined in  Regulation S under the  Securities  Act) unless the Warrants and the
Shares have been  registered  under the Securities Act and any applicable  state
securities or blue sky laws or  exemptions  from the  registration  requirements
under the Securities Act and any  applicable  state  securities or blue sky laws
are  available.  Accordingly,  prior  to the end of the  Restricted  Period  (as
defined below),  (i) the Warrants may not be exercised  within the United States
and any Shares  issuable upon the exercise  thereof may not be delivered  within
the United States except in circumstances constituting an "offshore transaction"
(as defined in Regulation S under the  Securities  Act) and otherwise  complying
with  Regulation  S, or  unless  such  Shares  have  been  registered  under the
Securities  Act  and  any  applicable  state  securities  or  blue  sky  laws or
exemptions from the registration  requirements  under the Securities Act and any
applicable  state  securities or blue sky laws are  available,  and (ii) it is a
condition  to the  exercise  of the  Warrants  that the  exercising  Holder must
deliver to the  Company  (A) a written  certification  that such Holder is not a
"U.S. person" (as defined in Regulation S under the Securities Act) and that the
Warrants are not being exercised on behalf of, or for the account or benefit of,
a "U.S.  person" (as defined in Regulation S under the Securities Act), or (B) a
written  opinion  of  United  States  legal  counsel,   in  form  and  substance
satisfactory to the Company, to the effect that the Warrants and the Shares have
been registered  under the Securities Act and any applicable state securities or
blue sky  laws or are  exempt  from  the  registration  requirements  under  the
Securities Act and any applicable state securities or blue sky laws. "Restricted
Period"  means the period  commencing  on the date hereof and  continuing  for a
period of 40 days, it being  understood that (i) in the event Regulation S under
the  Securities  Act is amended and such  amendment is deemed  applicable to the
Warrants,  the term "Restricted  Period"  with  respect to the Warrants and the
Shares  shall be  subject to  extension  as then  required  by  Regulation  S as
amended, and (ii) in the event additional Notes are issued pursuant to the Trust
Indenture (as defined herein), the term




                                      -5-



<PAGE>

"Restricted Period" with respect to the Warrant and the Shares shall be extended
for a period of forty (40) days after such additional issuance.




                                      -6-


<PAGE>


     5.     Transfer of Warrants.

                        (a)    The Warrants  shall be  transferable  only on the
books of the Company maintained at the Company's  principal office upon delivery
of this Certificate  with the form of assignment  attached hereto duly completed
and signed by the Holder or by its duly authorized  attorney or  representative,
or  accompanied  by proper  evidence of  succession,  assignment or authority to
transfer.  The Company may, in its  discretion,  require,  as a condition to any
transfer  of  Warrants,  a  signature  guarantee,  which  may be  provided  by a
commercial bank or trust company, by a broker or dealer which is a member of the
National  Association of Securities Dealers,  Inc., or by a member of a national
securities exchange,  The Securities and Futures Authority Limited in the United
Kingdom,  or The  International  Stock  Exchange  in London,  England.  Upon any
registration of transfer, the Company shall deliver a new warrant certificate or
warrant certificates of like tenor and evidencing in the aggregate a like number
of Warrants to the person  entitled  thereto in exchange  for this  Certificate,
subject to the limitations  provided  herein,  without any charge except for any
tax or other governmental charge imposed in connection therewith.

                        (b)    Subject to the restriction specified on the first
page of this  Certificate,  the  Warrants  may be  transferred  only to: (i) any
corporation,  partnership, joint venture or other entity which is a successor by
merger or consolidation to Rauscher Pierce & Clark (Guernsey) Limited,  Rauscher
Pierce & Clark,  Inc.  and Rauscher  Pierce & Clark  Limited  (collectively  the
"Permitted  Transferees") or the Holder; (ii) any purchaser of substantially all
of the  assets of any of the  Permitted  Transferees  or the  Holder;  (iii) any
officer, director,  employee or agent of any of the Permitted Transferees or the
Holder; or (iv) any of the stockholders of any of the Permitted Transferees,  or
the  stockholders or partners of their respective  transferees,  but only in the
event of the liquidation, dissolution or winding up of any Permitted Transferee.

                        (c)    Notwithstanding  anything in this  Certificate to
the  contrary,  neither any of the Warrants nor any of the Shares  issuable upon
exercise of any of the Warrants shall be transferable, except upon compliance by
the  Holder  with  any  applicable  provisions  of the  Securities  Act  and any
applicable state securities or blue sky laws.

     6.     Exchange and Replacement of Warrant Certificates; Loss or Mutilation
of Warrant Certificates.

                        (a)    This Certificate is exchangeable without expense,
upon the 




                                      -7-



<PAGE>


surrender  hereof by the Holder at the principal office of the Company,
for a new  warrant  certificate  of like  tenor  and  date  representing  in the
aggregate the right to purchase the same number of Shares in such  denominations
as shall be designated by the Holder at the time of such surrender.



                                      -8-



<PAGE>


                        (b)    Upon   receipt  by  the   Company   of   evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this Certificate and, in case of such loss, theft,  destruction or mutilation of
an  indemnity  from the  Holder  satisfactory  to it, and  reimbursement  to the
Company of all reasonable expenses  incidental  thereto,  and upon surrender and
cancellation  of this  Certificate,  if  mutilated,  the  Company  will make and
deliver a new warrant certificate of like tenor, in lieu thereof.

     7.     Initial  Exercise Price;  Adjustment of Exercise Price and Number of
Shares.

                        (a)    Initial   Exercise   Price.   The   Warrants  are
exercisable at the Initial Exercise Price per Share,  subject to adjustment from
time to time as provided herein.

                        (b)    Adjustment to Initial Exercise Price. The Initial
Exercise  Price per Share shall be adjusted in the event(s)  that there occurs a
reduction in the Conversion  Price under the terms of the 8% Senior  Convertible
Notes Due 2002 (the  "Notes")  issued by the Company  pursuant  to that  certain
Trust Indenture dated as of December 1, 1997 (the "Trust Indenture") between the
Company and Marine  Midland  Bank,  as  trustee,  to the effect that the Initial
Exercise Price hereunder shall be equivalent to the Conversion Price as the same
may be adjusted upon the occurrence of certain events which are set forth in the
Terms and Conditions of the Notes; provided,  that in the event that none of the
Notes  shall  remain  outstanding  at any  time  during  the  term  hereof,  the
Conversion  Price shall  continue to be adjusted from time to time in accordance
with the Terms and Conditions of the Notes as if such Notes remained outstanding
and provided,  further, that if a Temporary Conversion Price is in effect at any
time under the  Indenture,  the Holder hereof shall have the right and option to
notify the  Company in writing  that it elects to adjust the  Exercise  Price to
such Temporary Conversion Price,  whereupon this Warrant will not be exercisable
for a period of one (1) year  thereafter,  it being  understood  that the Holder
shall be entitled to give the  Company  only one such notice  during the term of
this  Warrant and that,  in no event,  shall  either the  Warrants  otherwise be
subject to  adjustment  for a Temporary  Conversion  Price nor shall the term of
this Warrant ever be deemed  extended by virtue of the foregoing.  Defined terms
used under this Section 73(b) unless otherwise stated shall have the meanings as
set forth in the Trust  Indenture.

     8.     Registration Rights.

                        (a)    Piggyback  Registration.  If, at any time  during
the five (5)  years  beginning  on the  initial  issuance  date of the  Warrants
represented by this  Certificate,  the Company  proposes to prepare and file any
new registration  statement under the Securities Act covering the public sale of
Common Stock of the Company for cash (in any case, other than in 


                                      -9-




<PAGE>


connection  with an  employee  benefit  plan,  a dividend  reinvestment  plan or
pursuant  to  a  registration   statement  Form  S-8  or  any  successor   form)
(collectively,  a  "Registration  Statement"),  it will give  written  notice by
certified or  registered  mail, at least thirty (30) days prior to the filing of
each such  Registration  Statement,  to the Holder of its intention to do so. If
the Holder  notifies the Company  within  fifteen (15) days after receipt of any
such notice of such  Holder's  desire to include in such  proposed  Registration
Statement  any shares of Common  Stock (i) issued or issuable to the Holder upon
exercise of the  Holder's  Warrants,  and (ii) that are owned by the Holder (the
"Registrable  Shares")  (which  notice shall  specify the number of  Registrable
Shares owned by the Holder,  the number intended to be disposed of by the Holder
and the intended method of disposition of such Registrable  Shares), the Company
shall use  reasonable  efforts  to  include,  to the  extent  possible,  in such
Registration  Statement the number of  Registrable  Shares which the Company has
been so  requested  to register by the Holder,  at the  Company's  sole cost and
expense  and at no cost or expense to the Holder,  except that the Holder  shall
pay  (i) all  underwriters',  broker-dealers',  placement  agents'  and  similar
selling  discounts,  commissions  and fees relating to the Holder's  Registrable
Shares,  (ii) all registration and filing fees imposed under the Securities Act,
by any stock  exchange or under  applicable  state  securities  or blue sky laws
based on the Holder's Registrable Shares, (iii) all transfer, franchise, capital
stock and other taxes, if any,  applicable to the Holder's  Registrable  Shares,
and (iv) any costs and expenses of legal counsel,  accountants or other advisors
retained by the Holder  (collectively,  the "Holder's  Expenses"),  all of which
shall be paid by the Holder; provided, that:

                                (i)  anything in this  Section 8 to the contrary
                       notwithstanding,   if   the   Company's   securities   so
                       registered   for  sale  are  to  be   distributed  in  an
                       underwritten  offering and the managing underwriter shall
                       advise the Company in writing that,  in its opinion,  the
                       amount of securities  to be offered  should be limited in
                       order to  assure a  successful  offering,  the  amount of
                       Registrable  Shares to be included  in such  Registration
                       Statement  shall be so  limited  and  shall be  allocated
                       among  the  persons   selling  such   securities  in  the
                       following  order of priority:  (A) first to be registered
                       will be the securities the Company  proposes to sell, (B)
                       next to be registered  will be the securities  subject to
                       any demand or other piggyback registration rights granted
                       by the Company  before the initial  issuance  date of the
                       Warrants,  and  (C)  next  to be  registered  will be the
                       Registrable  Shares and any other  shares of Common Stock
                       subject to similar piggyback  registration rights granted
                       by the  Company as of the  initial  issuance  date of the
                       Warrants in proportion, as nearly as practicable,  to the
                       number of shares of Common Stock  desired and eligible to
                       be sold by each  holder of such  shares of Common  Stock;
                       and


                                      -10-
<PAGE>


                                       (ii)  anything  in this  Section 8 to the
                       contrary  notwithstanding,   the  Company  shall  not  be
                       required  to  include  any  of the  Holder's  Registrable
                       Shares  in a  registration  statement  if in the  written
                       opinion of legal  counsel to the Company  the  securities
                       for which  registration is requested may be sold publicly
                       without registration under the Securities Act; and

                                       (iii) if the  securities or blue sky laws
                       of any jurisdiction in which the securities so registered
                       are  proposed to be offered  would  require the  Holder's
                       payment  of  greater  registration  expenses  than  those
                       otherwise  required by this  Section 8 and if the Company
                       shall determine, in good faith, that the offering of such
                       securities in such jurisdiction is necessary for the










                                      -11-



<PAGE>



                       successful  consummation of the registered offering, then
                       the Holder  shall  either agree to pay the portion of the
                       registration  expenses required by the securities or blue
                       sky laws of such jurisdiction to be paid by the Holder or
                       withdraw  his request for  inclusion  of his  Registrable
                       Shares in such registration; and

                                       (iv)  notwithstanding  the  provisions of
                       this Section  8(a),  the Company  shall have the right at
                       any time and for any  reason  or for no  reason  after it
                       shall have given written notice  pursuant to this Section
                       (irrespective  of whether a written request for inclusion
                       of any such securities shall have been made) to elect not
                       to file any such proposed Registration  Statement,  or to
                       withdraw  the same  after  the  filing  but  prior to the
                       effective date thereof and, thereupon,  shall be relieved
                       from its obligation to proceed with such registration.

                                If the Holder's  Registrable Shares are included
in the Registration  Statement,  the Holder shall furnish the Company in writing
with such  appropriate  information in connection  with the sale of such Shares,
including,  without  limitation,  information about the Holder,  the Registrable
Shares,  other  securities of the Company  owned by the Holder,  and the plan of
distribution,  as the Company shall reasonably request or as shall be reasonably
required  in  connection  with any  registration,  qualification  or  compliance
referred to in this Agreement. In addition, if the offering is underwritten, the
Company shall have the  exclusive  right to select the  underwriter.  The Holder
shall execute and deliver all documents  reasonably requested by the underwriter
and any other  documents  customary  in similar  offerings,  including,  without
limitation,  underwriting  agreements,  custody agreements,  powers of attorney,
indemnification   agreements,   and  agreements   restricting   other  sales  of
securities.

                                The rights and  obligations  under Sections 8(a)
and (b) shall  terminate  at the earlier of (i) five (5) years after the initial
issuance date of the Warrants,  or (ii) the date all of the Holder's Registrable
Shares have been  transferred by the Holder,  except for transfers in accordance
with Section 5(b) above.

                        (b)    Covenants   of  the  Company   With   Respect  to
Registration. The Company covenants and agrees as follows:

                        (i)  The Company shall pay all costs,  fees and expenses
                       in  connection  with all  Registration  Statements  filed
                       pursuant to Section 8(a) including,  without  limitation,
                       the  Company's  legal  and  accounting   fees,   printing
                       expenses, filing


                                      -12-




<PAGE>

                       fees and other expenses, except that the Holder shall pay
                       all of the  Holder's  Expenses  (as  defined  in  Section
                       8(a)).

                       (ii)  The  Company  will use its  reasonable  efforts  to
                       qualify or register the Registrable  Shares included in a
                       Registration  Statement  for  offering and sale under the
                       securities or blue sky laws of such states of the



                                      -13-






<PAGE>


                       United States as are reasonably  requested by the Holder;
                       provided, however, that the Company shall not be required
                       to (i) qualify or register the Registrable  Shares in any
                       jurisdiction  in which the  Company  would be required to
                       qualify  as a broker or dealer  in  securities  under the
                       securities or blue sky laws of such  jurisdictions,  (ii)
                       qualify generally to do business as a foreign corporation
                       in  any  jurisdiction   wherein  it  is  not  already  so
                       qualified,  (iii) subject  itself to taxation in any such
                       jurisdiction,  or (iv)  consent  to  general  service  of
                       process in any such jurisdiction.

                       (c)      Indemnification.

                                         (i) To the extent permitted by law, the
                       Company shall  indemnify and hold harmless each Holder of
                       the  Registrable  Shares  to  be  sold  pursuant  to  any
                       Registration  Statement  (such Holder  being  hereinafter
                       referred to as a "Distributing Holder"), each underwriter
                       (an  "Underwriter") and each person, if any, who controls
                       such  Distributing   Holder  or  Underwriter  within  the
                       meaning  of  Section  15 of the  Securities  Act and each
                       director  of such  Distributing  Holder and  Underwriter,
                       against all loss, claim, damage, expense or liability (or
                       actions  in  respect  thereof)  to which  any of them may
                       become  subject  under the  Securities  Act or otherwise,
                       arising  out of or based  upon any  untrue  statement  or
                       alleged  untrue  statement of any material fact contained
                       in any such  Registration  Statement  or any  preliminary
                       prospectus or final prospectus  constituting part thereof
                       or any amendments or supplements  thereto, or arising out
                       of or based  upon the  omission  or alleged  omission  to
                       state  therein  a  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,  and  will  reimburse  the  Distributing
                       Holder and Underwriter and each such  controlling  person
                       and director of the  Distributing  Holder and Underwriter
                       for any legal or other  expenses  reasonably  incurred by
                       any of them in connection with investigating or defending
                       any such loss, claim, damage, liability or action as such
                       expenses are incurred  (including  reasonable  attorneys'
                       fees);  provided,  however, that (A) the Company will not
                       be liable in any such  case to the  extent  that any such
                       loss, claim,  damage,  expense or liability arises out of
                       or is based upon an untrue  statement  or alleged  untrue
                       statement or omission or alleged omission made therein in
                       reliance upon and in conformity with written  information
                       furnished  to the  Company  by,  or on  behalf  of,  such
                       Distributing Holder, any other Distributing Holder or any


                                      -14-


<PAGE>


                       such Underwriter  specifically  for use therein,  and (B)
                       such  indemnity  shall not inure to the  benefit  of such
                       Distributing  Holder or Underwriter (or such  controlling
                       person  or  director  of  the   Distributing   Holder  or
                       Underwriter) if any such loss, claim, damage,  expense or
                       liability  arises  out  of  or  is  based  upon  (i)  any
                       Distributing Holder's or the Underwriter's















                                      -15-





<PAGE>


                       failure to deliver timely a copy of the final  prospectus
                       (or the final  prospectus  as then  amended,  revised  or
                       supplemented),  or (ii)  any  such  untrue  statement  or
                       omission  of a material  fact that was  corrected  in the
                       final prospectus (or the most recent amendment,  revision
                       or supplement thereto) and any Distributing Holder or the
                       Underwriter failed to deliver it in a timely manner.

                                         (ii) To the  extent  permitted  by law,
                       each  Distributing  Holder shall,  severally and jointly,
                       indemnify and hold harmless the Company,  its  directors,
                       officers, employees and agents, each Underwriter and each
                       person,  if any, who controls any of the foregoing within
                       the meaning of Section 15 of the Securities Act,  against
                       all loss, claim, damage, expense or liability (or actions
                       in  respect  thereof)  to which  any of them  may  become
                       subject under the  Securities  Act or otherwise,  arising
                       out of or based  upon any  untrue  statement  or  alleged
                       untrue  statement of any material  fact  contained in any
                       such Registration Statement or any preliminary prospectus
                       or final  prospectus  constituting  part  thereof  or any
                       amendments or supplements  thereto,  or arising out of or
                       based  upon the  omission  or alleged  omission  to state
                       therein a 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,
                       and will  reimburse  the Company and each such  director,
                       officer,  employee,  agent,  Underwriter  or  controlling
                       person  for  any  legal  or  other  expenses   reasonably
                       incurred by any of them in connection with  investigating
                       or defending any such loss, claim,  damage,  liability or
                       action  as  such   expenses   are   incurred   (including
                       reasonable  attorneys'  fees) in each case to the extent,
                       but only to the extent, that (A) such untrue statement or
                       alleged untrue  statement or omission or alleged omission
                       was made in reliance upon and in conformity  with written
                       information furnished to the Company by, or on behalf of,
                       such Distributing Holder or any other Distributing Holder
                       specifically  for use therein,  or (B) such loss,  claim,
                       damage,  expense or  liability  arises out of or is based
                       upon (i) any Distributing  Holder's failure to deliver in
                       a timely  manner a copy of the final  prospectus  (or the
                       final   prospectus   as   then   amended,    revised   or
                       supplemented),  or (ii)  any  such  untrue  statement  or
                       omission  of a material  fact that was  corrected  in the
                       final prospectus (or the most recent amendment,  revision
                       or supplement thereto) and any Distributing Holder failed
                       to deliver  it in a timely  manner.  Notwithstanding  the
                       foregoing,  such indemnity shall not inure to the benefit
                       of such  Underwriter (or such




                                      -16-





<PAGE>

                       controlling  person of the Underwriter) if any such loss,
                       claim,  damage,  expense or liability arises out of or is
                       based upon (i) the Underwriter's  failure to deliver in a
                       timely  manner  a copy of the  final  prospectus  (or the
                       final   prospectus   as   then   amended,    revised   or
                       supplemented), or (ii) any












                                      -17-







<PAGE>

                       such untrue statement or omission of a material fact that
                       was  corrected  in the  final  prospectus  (or,  the most
                       recent amendment, revision or supplement thereto) and the
                       Underwriter failed to deliver it in a timely manner.

                                         (iii)  Promptly  after  receipt  by  an
                       indemnified  party under this paragraph 8(c) of notice of
                       the commencement of any action,  such  indemnified  party
                       will, if a claim in respect thereof is to be made against
                       the indemnifying  party under this paragraph 8(c), notify
                       the  indemnifying  party in writing  of the  commencement
                       thereof;  provided,  however,  that  the  omission  so to
                       notify  the  indemnifying  party  will  not  relieve  the
                       indemnifying party from any liability that it may have to
                       any indemnified party otherwise than under this paragraph
                       8(c)  except to the  extent  such  indemnifying  party is
                       materially prejudiced by such lack of notice. In case any
                       such action is brought against any indemnified  party and
                       it notifies the  indemnifying  party of the  commencement
                       thereof,  the  indemnifying  party  will be  entitled  to
                       participate  therein and, to the extent that it may elect
                       by written  notice  delivered  to the  indemnified  party
                       promptly after  receiving the aforesaid  notice from such
                       indemnified  party, to assume the defence  thereof,  with
                       counsel  reasonably   satisfactory  to  such  indemnified
                       party,  and after notice from the  indemnifying  party to
                       such  indemnified  party of its election so to assume the
                       defence  thereof,  the  indemnifying  party  will  not be
                       liable to such  indemnified  party  under this  paragraph
                       8(c)  for  any  legal  or  other  expenses   subsequently
                       incurred by such indemnified party in connection with the
                       defence   thereof   other   than   reasonable   costs  of
                       investigation  requested by the indemnifying  party or as
                       otherwise required by law. If the indemnifying party does
                       not elect to assume the defence of any such claim, action
                       or proceeding, the indemnifying party shall not be liable
                       for any settlement  thereof which is effected without its
                       prior  written  consent.  No  indemnifying  party  shall,
                       without  the prior  written  consent  of the  indemnified
                       party, agree to the settlement of any such claim,  action
                       or proceeding if the effect  thereof would be to find the
                       indemnified  party has violated the  Securities  Act, the
                       United  States  Securities   Exchange  Act  of  1934,  as
                       amended, or any state securities or blue sky laws.

                                         (iv) If recovery is not available under
                       the   foregoing   indemnification   provisions   of  this
                       paragraph  8(c) for any reason  other  than as  specified
                       therein,  the parties entitled to  indemnification by the
                       terms  thereof shall be entitled to  contribution  toward
                       the amount paid or payable 





                                      -18-






<PAGE>

                       by such  indemnified  party  as a result  of the  losses,
                       claims,   damages   or   liabilities   referred   to   in
                       subparagraph  8(c)(i) or 8(c)(ii)  above,  except that no
                       person    found    to   be    liable    for    fraudulent
                       misrepresentation (within the meaning of Section 11(f) of
                       the Securities Act) shall be







                                      -19-





<PAGE>

                       entitled to contribution from any person who was not also
                       found to be liable for such fraudulent misrepresentation.
                       In determining  the amount of  contribution  to which the
                       respective   parties   are   entitled,   there  shall  be
                       considered the relative  benefits  received by each party
                       from  the  offering  of  the  securities,   the  parties'
                       relative  knowledge and access to information  concerning
                       the matter with respect to which the claim was  asserted,
                       the   opportunity  to  correct  and  prevent  any  untrue
                       statement,  or omission of a material fact, and any other
                       equitable    considerations    appropriate    under   the
                       circumstances,   including,   without   limitation,   the
                       relative  fault of the  parties.  The  amount  paid by an
                       indemnified  party as a  result  of the  losses,  claims,
                       damages or liabilities  referred to in the first sentence
                       of this subparagraph  8(c)(iv) shall be deemed to include
                       any legal or other expenses  reasonably  incurred by such
                       indemnified  party in connection  with  investigating  or
                       defending any action or claim that is the subject of this
                       subparagraph  8(c)(iv) (including  reasonable  attorneys'
                       fees).

         9. Notices to Warrant  Holders.  Nothing  contained in this Certificate
shall be construed as conferring upon the Holder the right to vote or to consent
or to receive notice as a stockholder in respect of any meetings of stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the exercise or expiration of the  Warrants,  any of the following  events shall
occur:

                                         (i) the Company  shall take a record of
                       the holders of its shares of Common Stock for the purpose
                       of entitling  them to receive a dividend or  distribution
                       payable  otherwise  than in cash,  or a cash  dividend or
                       distribution  payable  otherwise  than out of  current or
                       retained   earnings,   as  indicated  by  the  accounting
                       treatment of such dividend or  distribution  on the books
                       of the Company; or

                                         (ii) the Company shall offer to all the
                       holders  of its  Common  Stock any  additional  shares of
                       capital  stock of the Company or  securities  convertible
                       into or  exchangeable  for shares of capital stock of the
                       Company,  or any  option,  right or warrant to  subscribe
                       therefor; or

                                         (iii)  a  dissolution,  liquidation  or
                       winding up of the Company (other than in connection  with
                       a   consolidation   or  merger)  or  a  sale  of  all  or
                       substantially all of its property, assets and business as
                       an entirety shall be 






                                      -20-




<PAGE>


proposed; or

                                         (iv)   there   shall  be  any   capital
                       reorganization or  reclassification  of the capital stock
                       of the Company, or consolidation or merger of the Company
                       with  another  entity  under which the Company is not the
                       survivor corporation;




                                      -21-


<PAGE>




then, in any one or more of said events,  the Company shall give written  notice
of such event on the same date as the Company  gives notice to the  stockholders
entitled to such dividend, distribution,  convertible or exchangeable securities
or  subscription  rights,  options  or  warrants,  or  entitled  to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend or  distribution,  or the issuance of any  convertible or  exchangeable
securities  or  subscription  rights,  options  or  warrants,  or  any  proposed
dissolution, liquidation, winding up or sale.

         10.   Reservation and Listing of Securities.

                        (a)    The  Company  covenants  and  agrees  that at all
times during the period the Warrants are exercisable,  the Company shall reserve
and keep  available,  free from  preemptive  rights,  out of its  authorized and
unissued  shares of Common Stock or out of its  authorized  and issued shares of
Common  Stock held in its  treasury,  solely for the  purpose of  issuance  upon
exercise of the  Warrants,  such number of Shares as shall be issuable  upon the
exercise of the Warrants.

                        (b)    The  Company  covenants  and  agrees  that,  upon
exercise  of the  Warrants  in  accordance  with their  terms and payment of the
Exercise Price therefor,  all Shares issued or sold upon such exercise shall not
be subject  to the  preemptive  rights of any  stockholder  and when  issued and
delivered in accordance with the terms of the Warrants shall be duly and validly
issued,  fully paid and  non-assessable,  and the Holder shall  receive good and
valid title to such Shares free and clear from any adverse  claim (as defined in
the applicable Uniform Commercial Code), except such as have been created by the
Holder.

                        (c)    As long as the Warrants shall be outstanding, the
Company shall use its reasonable  efforts to cause all Shares  issuable upon the
exercise of the  Warrants to be quoted by or listed on any  national  securities
exchange or other securities listing service on which the shares of Common Stock
of the Company are then listed.

         11. Survival. All agreements, covenants, representations and warranties
herein shall  survive the  execution  and delivery of this  Certificate  and any
investigation  at any time  made by or on behalf  of any  party  hereto  and the
exercise,  sale and  purchase  of the  Warrants  and the  Shares  (and any other
securities or properties) issuable on exercise hereof.




                                      -22-




<PAGE>


         12.  Remedies.  The  Company  agrees  that the  remedies  at law of the
Holder, in the event of any default or threatened  default by the Company in the
performance of or compliance  with any of the terms hereof,  may not be adequate
and such terms may, in












                                      -23-











<PAGE>



addition to and not in lieu of any other remedy,  be specifically  enforced by a
decree  of  specific  performance  of any  agreement  contained  herein or by an
injunction against a violation of any of the terms hereof or otherwise.

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

         14. Notices.  All notices and other  communications from the Company to
the Holder of the Warrants  represented by this Certificate  shall be in writing
and shall be deemed to have been duly  given if and when  personally  delivered,
two (2)  business  days after sent by  overnight  courier or ten (10) days after
mailed by certified,  registered or international recorded mail, postage prepaid
and return receipt requested, or when transmitted by telefax, telex or telegraph
and confirmed by sending a similar mailed writing, if to the Holder, to the last
address of such Holder as it shall appear on the books of the Company maintained
at the  Company's  principal  office or to such other  address as the Holder may
have specified to the Company in writing.

         15. Headings.  The headings  contained  herein  are for  convenience of
reference only and are not part of this Certificate.

         16. Governing Law. This  Certificate  shall be  deemed to be a contract
made  under  the laws of the State of  Delaware  and for all  purposes  shall be
governed by, and construed in accordance  with, the laws of said state,  without
regard to the conflict of laws provisions thereof.














                                      -24-








<PAGE>



IN WITNESS WHEREOF,  the Company has caused this Certificate to be duly executed
by its duly authorized officer under its corporate seal.

Dated December 9, 1997

                                                  MULTIMEDIA ACCESS CORPORATION

                                                  By:
                                                  ------------------------------
                                                  Name:  William S. Leftwich
                                                  Title: Chief Financial Officer
















                                      -25-








<PAGE>



                                            MULTIMEDIA ACCESS CORPORATION
                                            FORM OF ELECTION TO PURCHASE

                                            (To be executed  by  the  registered
Holder if such Holder desires to exercise Warrants)


               The undersigned  registered Holder hereby  irrevocably  elects to
exercise the right of purchase  represented by this Warrant Certificate for, and
to  purchase,  __________________  Shares  hereunder,  and  herewith  tenders in
payment for such Shares,  cash, a wire transfer, a certified check or a banker=s
draft payable to the order of  Multimedia  Access  Corporation  in the amount of
__________________,  all in accordance  with the terms hereof.  The  undersigned
requests that a share  certificate  for such Shares be registered in the name of
and delivered to:

-------------------------------------------------------------------------------
                     (Please Print Name,  Address and Social Security Number or 
other Identifying Number, as applicable)

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

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

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

and, if said number of shares shall not be all the Shares purchasable hereunder,
that  a new  Warrant  Certificate  for  the  balance  remaining  of  the  Shares
purchasable  hereunder  be  registered  in the name of the  undersigned  Warrant
Holder or his Assignee as below  indicated and  delivered to the address  stated
below.

DATED: _________________

Name of Warrant Holder: --------------------------------------------------------
                                           (Please Print)

Address: -----------------------------------------------------------------------

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

Signature: ---------------------------------------------------------------------

Note: The above  signature must  correspond in all respects with the name of the
Holder as specified on the face of this Warrant Certificate,  without alteration
or enlargement  or any changes  whatsoever,  unless the Warrants  represented by
this Warrant Certificate have been assigned.

IN CONNECTION WITH THIS ELECTION TO PURCHASE, THE WARRANT HOLDER MUST DELIVER TO
THE COMPANY (I) A WRITTEN  CERTIFICATION THAT SUCH HOLDER IS NOT A "U.S. PERSON"
(AS DEFINED IN REGULATION S UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THAT THE WARRANTS ARE NOT BEING EXERCISED ON
BEHALF OF, OR FOR THE  ACCOUNT OR BENEFIT  OF, A "U.S.  PERSON"  (AS  DEFINED IN
REGULATION  S UNDER THE  SECURITIES  ACT),  OR (II) 
LAWS.





                                      -26-


<PAGE>

A  WRITTEN  OPINION  OF  UNITED  STATES  LEGAL  COUNSEL,  IN FORM AND  SUBSTANCE
SATISFACTORY  TO THE COMPANY,  TO THE EFFECT THAT THE WARRANTS AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE BEEN  REGISTERED  UNDER
THE SECURITIES ACT AND ANY APPLICABLE  STATE  SECURITIES OR BLUE SKY LAWS OR ARE
EXEMPT  FROM THE  REGISTRATION  REQUIREMENTS  UNDER THE  SECURITIES  ACT AND ANY
APPLICABLE SECURITIES OR BLUE SKY










                                      -27-








<PAGE>

                       MULTIMEDIA ACCESSCORPORATION
                                          FORM OF ASSIGNMENT

                                          (To  be  executed  by  the  registered
Holder  if  such Holder desires to transfer the Warrant Certificate)

                       FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers to:---------------------------------------------------("Assignee")
(Please  Print Name,  Address and Social  Security  Number or other  Identifying
Number, as applicable, of Transferee)

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

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

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

Warrants to purchase up to  ---------------------------  Shares  represented  by
this Warrant  Certificate  No.-- , together  with all right,  title and interest
therein, and does hereby irrevocably constitute and appoint -------------------,
Attorney, to transfer such Warrants on the books of the Company, with full power
of substitution in the premises. The undersigned requests that if said number of
Shares shall not be all of the Shares purchasable under this Warrant Certificate
that  a new  Warrant  Certificate  for  the  balance  remaining  of  the  Shares
purchasable  under this Warrant  Certificate  be  registered  in the name of the
undersigned Warrant Holder.

DATED: ------------------

Name of registered Holder:------------------------------------------------------

Signature of registered Holder:-------------------------------------------------

Note: The above  signature must  correspond in all respects with the name of the
Holder as specified on the face of this Warrant Certificate,  without alteration
or enlargement or any change  whatsoever.  The above signature of the registered
Holder must be guaranteed by a commercial bank or trust company,  by a broker or
dealer which is a member of the National Association of Securities Dealers, Inc.
or by a member of a national  securities  exchange,  the  Securities and Futures
Authority Limited in the United Kingdom or the  International  Stock Exchange in
London,  England.  Notarized  or  witnessed  signatures  are not  acceptable  as
guaranteed signatures.

Signature Guaranteed:

---------------------------------------
                Authorized Officer

---------------------------------------
                Name of Institution

IN CONNECTION WITH THIS ASSIGNMENT OF WARRANTS, THE ASSIGNEE MUST DELIVER TO THE
COMPANY (I) A WRITTEN  CERTIFICATION  THAT SUCH ASSIGNEE IS NOT A "U.S.  PERSON"
(AS DEFINED IN REGULATION S UNDER THE 


                                      -28-



<PAGE>


UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND
THAT THE  WARRANTS  ARE NOT BEING  ACQUIRED  ON BEHALF OF, OR FOR THE ACCOUNT OR
BENEFIT OF, A "U.S.  PERSON" (AS DEFINED IN  REGULATION  S UNDER THE  SECURITIES
ACT),  OR (II) A WRITTEN  OPINION OF UNITED  STATES LEGAL  COUNSEL,  IN FORM AND
SUBSTANCE  SATISFACTORY TO THE COMPANY,  TO THE EFFECT THAT THE WARRANTS AND THE
SHARES  OF  COMMON  STOCK  ISSUABLE  UPON  EXERCISE  OF THE  WARRANTS  HAVE BEEN
REGISTERED  UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS OR ARE EXEMPT FROM THE REGISTRATION  REQUIREMENTS  UNDER THE SECURITIES
ACT AND ANY APPLICABLE SECURITIES OR BLUE SKY LAWS.


















                                      -29-