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                                                                   Exhibit 10.10

                   THIS WARRANT AND THE SHARES OF COMMON STOCK
        ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
       SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
            LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER
                               SAID ACT AND LAWS.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                                  PROVANT, INC.

                            Expires November 21, 2012

No. W-_ (Tranche 2)

November 21, 2002

         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, PROVANT, INC., a Delaware corporation (together with its
successors and assigns, the "Issuer"), hereby certifies that

                                    _________

or its registered assigns is entitled to subscribe for and purchase, during the
period specified in this Warrant, ____________________________________________
shares of Common Stock (the "Warrant Number") (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an initial exercise price of $.01
per share, subject, however, to the provisions and upon the terms and conditions
hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 8 hereof.

         Background. On November 21, 2002, the Issuer agreed to issue warrants
pursuant to the Loan Agreement (as defined below) in four tranches, which,
including this Warrant, are exercisable to purchase an aggregate of Five Million
One Hundred Thirty Two Thousand Two Hundred Fifty (5,132,250) shares of Common
Stock, constituting 15% of the Diluted Common Stock of the Issuer. This Warrant
and other warrants of similar tenor in this tranche are exercisable to purchase
up to an aggregate of One Million Twenty Six Thousand Four Hundred Fifty
(1,026,450) shares of Common Stock, (the "Aggregate Tranche Warrant Number"),
constituting 3% of the Diluted Common Stock, after giving effect to the issuance
of all tranches of warrants pursuant to the Loan Agreement.

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         1. Term. The right to subscribe for and purchase shares of Warrant
Stock represented hereby shall commence on the earlier to occur of (i) December
31, 2002 or (ii) such date (the "Commencement Date") on which (x) an Event of
Default (as defined in the Loan Agreement) (other than the Events of Default set
forth in Exhibit II to the Seventeenth Amendment to the Loan Agreement) pursuant
to Sections 12.1(a) or (b) of the Loan Agreement has occurred or (y) the
maturity of the Revolving Credit Loans has been accelerated, and shall expire at
5:00 P.M., Eastern Time, on November 21, 2012 (such period being the "Term");
provided that this Warrant shall expire and terminate and be of no further force
and effect if, (a) prior to the Commencement Date, the Issuer shall have
consummated the DBM Sale (as defined in the Loan Agreement) or (b) the Issuer
shall have paid to the Holder the Fee in Lieu of Warrant Amount at any time
prior to the issuance of Warrant Stock upon exercise.

         2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

                  (a) Time of Exercise. The purchase rights represented by this
Warrant may be exercised in whole or in part at any time and from time to time
during the Term.

                  (b) Method of Exercise. The Holder hereof may exercise this
Warrant, in whole or in part, by the surrender of this Warrant (with the
exercise form attached hereto duly executed) at the principal office of the
Issuer, and by the payment to the Issuer of an amount of consideration therefor
equal to the Warrant Price in effect on the date of such exercise multiplied by
the number of whole shares of Warrant Stock with respect to which this Warrant
is then being exercised, payable at such Holder's election (i) by certified or
official bank check, or (ii) by surrender to the Issuer for cancellation of a
portion of this Warrant representing that number of unissued shares of Warrant
Stock which is equal to the quotient obtained by dividing (A) the product
obtained by multiplying the Warrant Price by the number of shares of Warrant
Stock being purchased upon such exercise by (B) the Current Market Price per
share of Warrant Stock as of the date of such exercise, or (iii) by a
combination of the foregoing methods of payment selected by the Holder of this
Warrant. In any case where the consideration payable upon such exercise is being
paid in whole or in part pursuant to the provisions of clause (ii) of this
Section 2(b), such exercise shall be accompanied by written notice from the
Holder of this Warrant specifying the manner of payment thereof and containing a
calculation showing the number of shares of Warrant Stock with respect to which
rights are being surrendered thereunder and the net number of shares to be
issued after giving effect to such surrender.

                  (c) Issuance of Stock Certificates. In the event of any
exercise of the rights represented by this Warrant in accordance with and
subject to the terms and conditions hereof, (i) certificates for the shares of
Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding three
Business Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the Holder of the shares of Warrant Stock so purchased as of the
date of such exercise, and (ii) unless this Warrant has expired, a new Warrant
representing the number of shares of Warrant Stock, if any, with respect to
which this Warrant shall not then have been exercised (less any amount thereof
which shall have been canceled in payment or partial payment of the Warrant
Price as hereinabove provided) shall also be issued to the Holder hereof within
such time.

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                  (d) Transferability of Warrant. Subject to the provisions of
Section 2(e) hereof, this Warrant may be transferred on the books of the Issuer
by the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Closing Date and shall be identical with this Warrant except as to the number of
shares of Warrant Stock issuable pursuant hereto.

                  (e) Compliance with Securities Laws.

                           (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                           (ii) Except as provided in paragraph (iii) below, all
         Warrants and all certificates representing shares of Warrant Stock
         issued upon exercise hereof shall be stamped or imprinted with a legend
         in substantially the following form:

                           "THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
                           UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
                           STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT
                           PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR
                           AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND
                           LAWS."

                           (iii) The restrictions imposed by this Section 2(e)
         upon the transfer of this Warrant and the shares of Warrant Stock to be
         purchased upon exercise hereof shall terminate (A) when such securities
         shall have been effectively registered under the Securities Act, or (B)
         upon the Issuer's receipt of an opinion of counsel, in form and
         substance reasonably satisfactory to the Issuer (it being understood
         that in-house counsel to the Holder shall be deemed to be acceptable
         counsel), addressed to the Issuer to the effect that such restrictions
         are no longer required to ensure compliance with the Securities Act.
         Whenever such restrictions shall cease and terminate as to any such
         securities, the Holder thereof shall be entitled to receive from the
         Issuer (or its transfer agent and registrar), without expense (other
         than applicable transfer taxes, if any), new Warrants (or, in the case
         of shares of Warrant Stock, new stock certificates) of like tenor

                                      -3-

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         not bearing the applicable legends required by paragraph (ii) above
         relating to the Securities Act and state securities laws.

                  (f) Continuing Rights of Holder. The Issuer will, at the time
of or at any time after each exercise of this Warrant, upon the request of the
Holder hereof or of any shares of Warrant Stock issued upon such exercise,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         3. Registration Rights.

                  (a) Registration on Request.

                           (i) Right to Registration on Request. Commencing on
         April 15, 2003, upon the written request of the Agent or the Holder or
         Holders of thirty percent (30%) or more of the Registrable Securities
         that the Issuer effect the registration under the Securities Act in
         connection with a sale of such securities in the United States of all
         or part of such Holders' Registrable Securities and specifying the
         intended method of disposition thereof (including whether or not such
         disposition is intended to be effected as an underwritten offering),
         the Issuer will promptly give written notice of such requested
         registration to all other Holders and thereupon the Issuer will use its
         best efforts to effect the registration under the Securities Act of:

                                    (A) the Registrable Securities which the
                           Issuer has been so requested to register by the
                           Holder or Holders submitting the request, and

                                    (B) all other Registrable Securities which
                           the Issuer has been requested to register by the
                           Holder or Holders thereof by written request given to
                           the Issuer within fifteen (15) days after the giving
                           of such written notice by the Issuer (which request
                           shall specify the intended method of disposition of
                           such Registrable Securities), all to the extent
                           requisite to permit the disposition (in accordance
                           with the intended methods thereof as aforesaid) of
                           the Registrable Securities so to be registered.

                           (ii) Priority in Requested Registrations. If a
         requested registration pursuant to this Section 3(a) involves an
         underwritten offering, and the managing underwriter shall advise the
         Issuer in writing (with a copy to each Holder requesting registration)
         that, in its opinion, the number of Registrable Securities and other
         securities of the Issuer held by any other party requested to be
         included in such registration exceeds the number which can be sold in
         (or during the time of) such offering within a price range acceptable
         to the Holders of a majority (by number of shares) of the Registrable
         Securities requested to be included in such registration, the Issuer
         will include in such registration all Registrable Securities requested
         to be included in such registration (unless the provisions of the
         following sentence apply) and will include in such registration other
         securities of the Issuer (including any securities proposed to be
         issued and sold by the

                                       -4-

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         Issuer) held by any other party only to the extent that the number of
         shares which the Issuer is advised can be so sold in (or during the
         time of) such offering exceeds the number of Registrable Securities to
         be included in such registration. If a requested registration pursuant
         to this Section 3 involves an underwritten offering, and the managing
         underwriter shall advise the Issuer in writing (with a copy to each
         Holder requesting registration) that, in its opinion, the number of
         Registrable Securities requested to be included in such registration
         exceeds the number which can be sold in (or during the time of) such
         offering within a price range acceptable to the Holders of a majority
         (by number of shares) of the Registrable Securities requested to be
         included in such registration, the Issuer will include in such
         registration only the number of Registrable Securities that the
         managing underwriter advises can be sold in (or during the time of)
         such offering. In such event, such Registrable Securities will be
         included in such registration only to the extent of the number of
         shares which the Issuer is advised can be so sold in (or during the
         time of) such offering; the Registrable Securities to be included in
         such registration shall be taken up pro rata from the Holders
         requesting such registration on the basis of the percentage of
         Registrable Securities requested to be included in such registration;
         and all shares proposed to be sold by the Issuer or any other party
         shall be deleted from such registration prior to effecting any
         reduction of Registrable Securities by the Holders thereof under this
         Section 3(a).

                           (iii) Registration Statement Form. Registrations
         under this Section 3(a) shall be on such appropriate registration form
         of the Commission (i) for which the Issuer qualifies, and which the
         Issuer's counsel (after consultation with counsel or counsels for
         Holders) deem appropriate, and (ii) as shall permit the disposition of
         such Registrable Securities in accordance with the intended method or
         methods of disposition specified in the request for such registration.
         The Issuer agrees to include in any such registration statement all
         information as to the Holders of the Registrable Securities to be
         registered which the Holders of the Registrable Securities being
         registered shall reasonably request or which shall be required by
         applicable law.

                           (iv) Expenses. The Issuer will pay all Registration
         Expenses incurred in connection with any registration requested
         pursuant to this Section 3(a) which the Issuer is obligated to effect,
         whether or not such registration is effected.

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                           (v) Effected Registration Statement. A registration
         requested pursuant to this Section 3(a) shall not be deemed to have
         been effected unless a registration statement with respect thereto has
         become effective except: (i) if the registration statement is withdrawn
         prior to its effectiveness pursuant to the request of all of the
         Holders who have requested the inclusion in such registration statement
         of some or all of their Registrable Securities, (ii) if, after the
         registration statement has become effective, such registration is
         interfered with by any stop order, injunction or other order or
         requirement of the Commission or other governmental agency or court for
         any reason, unless such stop order, injunction or other order or
         requirement results from any action or inaction of a Holder or Holders,
         or (iii) if the conditions to closing specified in the purchase
         agreement or underwriting agreement entered into in connection with
         such registration are not satisfied due to a failure by a Holder to
         satisfy a condition required to be satisfied by such Holder pursuant to
         the purchase agreement or underwriting.

                           (vi) Selection of Underwriter. If a requested
         registration pursuant to this Section 3(a) involves an underwritten
         offering, the underwriter or underwriters thereof shall be selected by
         the Holders of a majority of the Registrable Securities to be so
         registered.

                           (vii) Limitation on Registrations. The Issuer's
         obligations under this Section 3(a) shall be limited to effecting three
         (3) registrations within the meaning of paragraph (v) of this Section
         3(a); provided, however, that (i) if all of the Holders who have
         requested the inclusion of Registrable Securities held by them in a
         registration requested under this Section 3(a) withdraw such request
         prior to the time the registration statement has become effective and
         any or all of such Holders pay all Registration Expenses relating
         thereto, such proposed registration shall not count as one of the
         registrations provided for by this Section 3(a); and (ii) if a
         registration is deemed to be effected pursuant to paragraph (v) of this
         Section 3(a) because a condition to closing specified in the purchase
         agreement or underwriting agreement entered into in connection with
         such registration is not satisfied due to a failure by a Holder to
         satisfy a condition required to be satisfied by such holder pursuant to
         such agreement and one or more of the Holders elects to pay (and shall
         actually have paid) all Registration Expenses relating thereto, such
         registration shall not count as one of the registrations provided for
         by this Section 3(a).

                  (b) Incidental Registration.

                           (i) Right to Incidental Registration. If the Issuer
         at any time proposes to register any of its securities under the
         Securities Act (other than by a registration on Form S-8 or Form S-4 or
         any successor or similar form and other than pursuant to Section 3(a)
         of this Warrant), whether or not for sale for its own account, it will
         each such time give prompt written notice to all Holders of its
         intention to do so and of such Holders' rights under this Section 3(b).
         Upon the written request of any such Holder made within fifteen (15)
         days after the receipt of any such notice (which request shall specify
         the Registrable Securities intended to be disposed of by such Holder
         and the intended method of disposition thereof), the Issuer will use
         its best efforts to effect the

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<PAGE>

         registration under the Securities Act in connection with a sale of all
         Registrable Securities which the Issuer has been so requested to
         register by the Holders, to the extent requisite to permit the
         disposition (in accordance with the intended methods thereof as
         aforesaid) of the Registrable Securities so to be registered, provided
         that if, at any time after giving written notice of its intention to
         register any securities and prior to the effective date of the
         registration statement filed in connection with such registration, the
         Issuer shall determine for any reason, after consultation with the
         Holders which have requested inclusion in such registration, not to
         register or to delay such registration, the Issuer may, at its
         election, give written notice of such determination to each Holder and,
         thereupon, (i) in the case of a determination not to register, shall be
         relieved of its obligation to register any Registrable Securities in
         connection with such registration (but not from its obligation to pay
         the Registration Expenses in connection therewith), without prejudice,
         however, to the rights of any Holder or Holders entitled to do so to
         request that such registration be effected as a registration under
         Section 3(a) above, and (ii) in the case of a determination to delay
         registering, shall be permitted to delay registering any Registrable
         Securities for the same period as the delay in registering such other
         securities. No registration effected under this Section 3(b) shall
         relieve the Issuer of its obligation to effect any registration upon
         request under Section 3(a) above. The Issuer will pay all Registration
         Expenses in connection with each registration of Registrable Securities
         requested pursuant to this Section 3(b).

                           (ii) Priority in Incidental Registrations. If (i) a
         registration pursuant to this Section 3(b) involves an underwritten
         offering of the securities so being registered, whether or not for sale
         for the account of the Issuer, and (ii) the managing underwriter of
         such underwritten offering shall inform the Issuer and the Holders
         requesting such registration by letter of its belief that the number of
         securities requested to be included in such registration exceeds the
         number which can be sold in (or during the time of) such offering, then
         (A) in the case of an offering for the account of the Issuer, the
         Issuer will include in such registration all Registrable Securities
         requested to be included in such registration (allocated among the
         Holders pro rata on the basis of the number of Registrable Securities
         requested to be included therein by each such Holder) and, thereafter,
         such securities registered for sale for the account of the Issuer only
         to the extent such managing underwriter believes can be sold in (or
         during the time of) such offering without adversely affecting the sale
         of the Registrable Securities, and (B) in the case of an offering that
         was commenced as a result of the exercise of demand registration rights
         by Persons other than the Holders, the Persons commencing such
         registration and the Holders shall be entitled to include such other
         Person's securities of the Issuer and Registrable Securities in an
         amount up to the amount such managing underwriters or underwriters
         advise may be included therein, allocated first to the Holders and
         thereafter among other Persons commencing such registration.

                  (c) Registration Procedures. If and whenever the Issuer is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Section 3(a) or 3(b) above,
the Issuer will, as expeditiously as possible:

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                           (i) prepare and (as soon thereafter as possible) file
         with the Commission the requisite registration statement to effect such
         registration and thereafter use its best efforts to cause such
         registration statement to become effective, provided that the Issuer
         may discontinue any registration of its securities which are not
         Registrable Securities (and, under the circumstances specified in
         Section 3(b)(i) above, its securities which are Registrable Securities)
         at any time prior to the effective date of the registration statement
         relating thereto;

                           (ii) prepare and file with the Commission such
         amendments and supplements to such registration statement and the
         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 securities
         covered by such registration statement until such time as all of such
         securities have been disposed of in accordance with the intended
         methods of disposition by the seller or sellers thereof as set forth in
         such registration statement but in no event for a period which would
         exceed one hundred twenty (120) days from the date on which the
         registration statement became effective;

                           (iii) furnish to each seller of Registrable
         Securities covered by such registration statement such number of
         conformed copies of such registration statement and of each amendment
         and supplement thereto (in each case including all exhibits), such
         number of copies of the prospectus contained in such registration
         statement (including each preliminary prospectus and any summary
         prospectus) and any other prospectus filed under Rule 424 under the
         Securities Act, in conformity with the requirements of the Securities
         Act, and such other documents, as such seller may reasonably request;

                           (iv) use its best efforts to register or qualify all
         Registrable Securities and other securities covered by such
         registration statement under such other securities or blue sky laws of
         such jurisdictions in the United States as each seller thereof shall
         reasonably request, to keep such registration or qualification in
         effect for so long as such registration statement remains in effect,
         and take any other action which may be reasonably necessary or
         advisable to enable such seller to consummate the disposition in such
         jurisdictions of the securities owned by such seller, except that the
         Issuer shall not for any such purpose be required to either qualify
         generally to do business as a foreign corporation, or subject itself to
         taxation or to general service of process in any jurisdiction wherein
         it would not, but for the requirements of this clause (iv), be
         obligated to be so qualified or subject to taxation or service of
         process, other than as to matters and transactions related to such
         registration or qualification;

                           (v) cause all Registrable Securities covered by such
         registration statement to be registered with or approved by such other
         United States governmental agencies or authorities as may be necessary
         to enable the seller or sellers thereof to consummate the disposition
         of such Registrable Securities;

                           (vi) furnish to each seller of Registrable Securities
         a copy of each of the following, if any, addressed to the underwriters:

                                       -8-

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                                    (A) an opinion of counsel for the Issuer,
                           dated the effective date of such registration
                           statement (and, if such registration includes an
                           underwritten public offering, dated the date of the
                           closing under the underwriting agreement) reasonably
                           satisfactory in form and substance to such seller,
                           and

                                    (B) a "comfort" letter, dated the effective
                           date of such registration statement (and, if such
                           registration includes an underwritten public
                           offering, dated the date of the closing under the
                           underwriting agreement), signed by the independent
                           public accountants who have certified the Issuer's
                           financial statements included in such registration
                           statement, covering substantially the same matters
                           with respect to such registration statement (and the
                           prospectus included therein) and, in the case of the
                           accountants' letter, with respect to events
                           subsequent to the date of such financial statements,
                           as are customarily covered in opinions of issuer's
                           counsel and in accountants' letters delivered to the
                           underwriters in underwritten public offerings of
                           securities and, in the case of the accountants'
                           letter, such other financial matters, and, in the
                           case of the legal opinion, such other legal matters,
                           as such seller (or the underwriters, if any) may
                           reasonably request;

                           (vii) (A) notify each seller of Registrable
         Securities covered by such registration statement, their counsel and
         the managing underwriters, if any, promptly, and (if requested in
         writing by any such Person), confirm such notice in writing: (1) when a
         registration statement or any amendment thereto has been filed, and,
         with respect to a registration statement or any post-effective
         amendment, when the same has become effective, (2) of any request by
         the Commission or any other federal or state governmental authority for
         amendments or supplements to a registration statement or related
         prospectus or for additional information, (3) of the issuance by the
         Commission of any stop order suspending the effectiveness of a
         registration statement or the initiation of any proceedings for that
         purpose, (4) if at any time the representations and warranties of the
         Issuer contained in any agreement (including any underwriting
         agreement) contemplated by this Section 3 cease to be true and correct,
         (5) of the receipt by the Issuer of any notification with respect to
         the suspension of the qualification or exemption from qualification of
         any of the Registrable Securities for sale in any jurisdiction, or the
         initiation or threatening of any proceeding for such purpose, and (6)
         of the happening of any event that makes any statement made in such
         registration statement or related prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respect or that requires the making of any changes to
         such registration statement, prospectus or documents so that, in the
         case of the registration statement, it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, not misleading, and that in the case of the prospectus, it
         will not contain any untrue statement of a material fact or omit to
         state any material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading, and (B) at the request of any such seller promptly prepare
         and furnish to such seller a reasonable number of copies of a
         supplement to or an amendment of such

                                       -9-

<PAGE>

         prospectus as may be necessary (and a post-effective amendment to such
         registration statement as may be necessary in connection therewith) so
         that, as thereafter delivered to the 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 were made;

                           (viii) use its best efforts to obtain the withdrawal
         of any order suspending the effectiveness of a registration statement,
         or the lifting of any suspension of the qualification (or exemption
         from qualification) of any of the Registrable Securities for sale in
         any jurisdiction;

                           (ix) if requested by the managing underwriters, if
         any, or the Holders of a majority in interest of the Registrable
         Securities being sold in connection with an underwritten offering,
         promptly include in a prospectus supplement or post-effective amendment
         such information as the managing underwriters, if any, and such Holders
         may reasonably request in order to permit the intended method of
         distribution of such securities and make all required filings of such
         prospectus supplement or such post-effective amendment as soon as
         practicable after the Issuer has received such request;

                           (x) comply with all applicable rules and regulations
         of the Commission, and make available to its security holders, as soon
         as reasonably practicable, a historical earnings statement covering the
         period of at least twelve (12) months, but not more than eighteen (18)
         months, beginning with the first month of the first full fiscal quarter
         after the effective date of such registration statement, which earnings
         statement shall satisfy the provisions of Section 11(a) of the
         Securities Act, and will furnish to each such seller at least five
         business days prior to the filing thereof a copy of any amendment or
         supplement to such registration statement or prospectus and shall not
         file any thereof to which any such seller shall have reasonably
         objected on the grounds that such amendment or supplement does not
         comply in all material respects with the requirements of the Securities
         Act or the rules or regulations thereunder;

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

                           (xii) use its best efforts to list all Registrable
         Securities covered by such registration statement on any securities
         exchange or trading system on which any of the Common Stock is then
         listed;

                           (xiii) cooperate with the selling Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates shall be in a form eligible for deposit with
         The Depository Trust Company; and enable such Registrable Securities to
         be in such denominations and registered in such names as the managing
         underwriters, if any, or Holders may request in writing at least two
         (2) business days prior to any sale of Registrable Securities; and

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<PAGE>

                            (xiv) cooperate and assist in any filings required
         to be made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter" that is required to be retained in accordance with the
         rules and regulations of the NASD).

                  Each Holder of Registrable Securities as to which any
registration is being effected shall furnish the Issuer such information
regarding such Holder and the distribution of such securities as the Issuer may
from time to time reasonably request in writing.

                  Each Holder agrees that, upon receipt of any notice from the
Issuer of the happening of any event of the kind described in clause (vii)(A)
(3) or (6) of this Section 3(c), such holder will forthwith discontinue such
holder's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such holder's receipt of
the copies of the supplemented or amended prospectus contemplated by clause
(vii)(B) of this Section 3(c) and, if so directed by the Issuer, will deliver to
the Issuer (at the Issuer's expense) all copies, other than permanent file
copies, then in such holder's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice.

                  (d) Underwritten Offerings. If requested by the underwriters
for any underwritten offering by Holders pursuant to a registration requested
under Section 3(a) above, the Issuer will enter into an underwriting agreement
with such underwriters for such offering, such agreement to contain such
representations and warranties by the Issuer and such other terms as are
generally prevailing in agreements of this type, including, without limitation,
indemnities to the effect and to the extent provided in Section 3(f) below. The
Holders will reasonably cooperate with the Issuer in the negotiation of the
underwriting agreement, provided that nothing herein contained shall diminish
the foregoing obligations of the Issuer. The Holders of Registrable Securities
to be distributed by such underwriters shall be parties to such underwriting
agreement and any necessary or appropriate custody agreements and appropriate
powers of attorney, and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Issuer to and for the benefit of such underwriters shall also be made to and for
the benefit of such Holders and that any or all of the conditions precedent to
the obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such Holders. Any such Holder shall
not be required to make any representations or warranties to or agreements with
the Issuer or the underwriters other than representations, warranties or
agreements regarding such holder, such holder's Registrable Securities and such
holder's intended method of distribution and any other representation required
by law.

                  (e) Preparation; Reasonable Investigation. In connection with
the preparation and filing of each registration statement under the Securities
Act pursuant to this Warrant, the Issuer will give the Holders of Registrable
Securities registered under such registration statement, the underwriters, if
any, and their respective counsel and accountants, the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such access to its books and
records and such opportunities to discuss the business of the Issuer with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of such Holders, and such
underwriters,

                                      -11-

<PAGE>

respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.

                  (f) Indemnification.

                           (i) Indemnification by the Issuer. In the event of
         any registration of any securities of the Issuer under the Securities
         Act, the Issuer will, and hereby does, indemnify and hold harmless the
         seller of any Registrable Securities covered by such registration
         statement, its directors and officers, each other Person who
         participates as an underwriter in the offering or sale of such
         securities and each other Person, if any, who controls such seller or
         any such underwriter within the meaning of the Securities Act, against
         any losses, claims, damages or liabilities, joint or several, to which
         such seller or any such director or officer or underwriter or
         controlling Person may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions or proceedings, whether commenced or threatened, in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in any registration
         statement under which such securities were registered under the
         Securities Act, any preliminary prospectus, final prospectus or summary
         prospectus contained therein, or any amendment or supplement thereto,
         or any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and the Issuer will reimburse such seller and
         each such director, officer, underwriter and controlling Person for any
         legal or any other expenses incurred by them in connection with
         investigating or defending any such loss, claim, liability, action or
         proceeding; provided that the Issuer shall not be obligated to
         reimburse the sellers for more than one counsel and shall not be liable
         in any such case to the extent that any such loss, claim, damage,
         liability (or action or proceeding in respect thereof) or expense
         arises out of or is based upon an untrue statement or omission made in
         such registration statement, any such preliminary prospectus, final
         prospectus, summary prospectus, amendment or supplement in reliance
         upon and in conformity with written information furnished to the Issuer
         through an instrument duly executed by such seller specifically stating
         that it is for use in the preparation thereof. Such indemnity shall
         remain in full force and effect, regardless of any investigation made
         by or on behalf of such seller or any such director, officer,
         underwriter or controlling Person and shall survive the transfer of
         such securities by such seller and the termination or expiration of
         this Warrant.

                           (ii) Indemnification by the Sellers. The Issuer may
         require, as a condition to including any Registrable Securities in any
         registration statement filed pursuant to Section 3(c) above, that the
         Issuer shall have received an undertaking reasonably satisfactory to it
         from the prospective seller of such securities, to indemnify and hold
         harmless (in the same manner and to the same extent as set forth in
         subparagraph (i) of this Section 3(f)) the Issuer, each director of the
         Issuer, each officer of the Issuer and each other Person, if any, who
         controls the Issuer within the meaning of the Securities Act, with
         respect to any statement or alleged statement in or omission or alleged
         omission from such registration statement, any preliminary prospectus,
         final prospectus or summary prospectus contained therein, or any
         amendment or supplement thereto, if such statement or alleged statement
         or omission or alleged omission was made

                                      -12-

<PAGE>

         in reliance upon and in conformity with written information furnished
         to the Issuer by such seller specifically stating that it is for use in
         the preparation of such registration statement, preliminary prospectus,
         final prospectus, summary prospectus, amendment or supplement. Such
         indemnity shall remain in full force and effect, regardless of any
         investigation made by or on behalf of the Issuer or any such director,
         officer or controlling Person and shall survive the transfer of such
         securities by such seller and the termination or expiration of this
         Warrant. The obligations of any seller under this subparagraph (ii)
         shall be limited to the net proceeds to such seller of the Registrable
         Securities sold pursuant to the registration statement to which the
         loss, claim, damage, judgment, expense or liability relates.

                           (iii) Contribution. If the indemnification provided
         for in subparagraphs (i) and (ii) above for any reason is held by a
         court of competent jurisdiction to be unavailable to an indemnified
         party in respect of any losses, claims, damages, judgments, expenses or
         liabilities referred to therein, then each indemnifying party under
         such paragraph, in lieu of indemnifying such indemnified party
         thereunder, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages,
         judgments, expenses or liabilities in such proportion as is appropriate
         to reflect the relative fault, if any, of the Issuer and the other
         selling holders in connection with the statements or omissions which
         resulted in such losses, claims, damages, expenses or liabilities, as
         well as any other relevant equitable considerations. The relative fault
         of the Issuer and the selling holders shall be determined by reference
         to, among other things, whether the untrue statement or alleged untrue
         statement of a material fact or the omission or alleged omission to
         state a material fact relates to information supplied by the Issuer or
         the selling Holders and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such statement or
         omission. The Issuer, the Holders, and the underwriters agree that it
         would not be just and equitable if contribution pursuant to this
         subparagraph (iii) were determined by pro rata or per capita allocation
         or by any other method of allocation which does not take account of the
         equitable considerations referred to in the immediately preceding
         sentence. The obligations of any seller under this subparagraph (iii)
         are several, not joint, and shall be limited to an amount equal to the
         net proceeds to such seller of Registrable Securities sold pursuant to
         the registration statement to which the loss, claim, damage, judgment
         expense or liability relates. No person found 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.

                           (iv) Notices of Claims and Procedures. Promptly after
         receipt by an indemnified Person of notice of the commencement of any
         action or proceeding involving a claim referred to in the preceding
         subparagraphs of this Section 3(f), such indemnified Person will, if a
         claim in respect thereof is to be made against an indemnifying party,
         give written notice to the latter of the commencement of such action,
         provided that the failure of any indemnified Person to give notice as
         provided herein shall not relieve the indemnifying party of his, her or
         its obligations under the preceding subparagraphs of this Section 3(f),
         except to the extent that the indemnifying party is actually prejudiced
         by such failure to give notice. In case any such action is brought

                                      -13-

<PAGE>

         against an indemnified Person, unless in such indemnified Person's
         reasonable judgment a conflict of interest between such indemnified
         Person and such indemnifying party may exist in respect of such claim,
         the indemnifying party shall be entitled to participate in and to
         assume the defense thereof, jointly with any other indemnifying party
         similarly notified to the extent that it may wish, with counsel
         reasonably satisfactory to such indemnified Person, and after notice
         from the indemnifying party to such indemnified Person of its election
         so to assume the defense thereof, the indemnifying party shall not be
         liable to such indemnified Person for any legal or other expenses
         subsequently incurred by the latter in connection with the defense
         thereof other than reasonable costs of investigation. No indemnifying
         party shall, without the consent of the indemnified Person, consent to
         entry of any judgment or enter into any settlement which does not
         include as an unconditional term thereof the giving by the claimant or
         plaintiff to such indemnified Person of a release from all liability in
         respect to such claim or litigation and otherwise in form and substance
         reasonably satisfactory to the indemnified Person. No indemnified
         Person shall consent to entry of any judgment or enter into any
         settlement without the prior written consent of the indemnifying party.

                           (v) Indemnification Payments. The indemnification
         required by this Section 3(f) shall be made by prompt payments of the
         amount thereof during the course of the investigation or defense, as
         and when bills are received or expense, loss, damage or liability is
         incurred.

                           (vi) Not Exclusive. The indemnification and
         contribution provisions of this Section 3(f) are in addition to any
         other rights to indemnification or contribution that an indemnified
         party may have under law or contract.

                  (g) Adjustments Affecting Registrable Securities. The Issuer
will not effect or permit to occur any combination or subdivision of shares
which would materially adversely affect the ability of the Holders to include
such Registrable Securities in any registration of its securities contemplated
by this Section 3 or the marketability of such Registrable Securities under any
such registration.

                  (h) Rules 144 and 144A. The Issuer will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder (or, if the Issuer is
not required to file such reports, the Issuer will, upon the request of any
Holder, make publicly available other information) and will take such further
action as any Holder may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rules 144 and 144A under the Securities Act, as such Rules may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission. Upon the request of any Holder, the Issuer will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

                  (i) Amendments and Waivers. This Warrant may be amended and
the Issuer may take any action herein prohibited or omit to perform any act
herein required to be performed by it, only if the Issuer shall have obtained
the written consent to such amendment, action or omission to act, of the Holder
or Holders of eighty percent (80%) or more of the Registrable

                                      -14-

<PAGE>

Securities at the time outstanding. Each Holder at the time or thereafter
outstanding shall be bound by a consent authorized by this Section 3.

                  (j) Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at his, her or its election, be treated as the
holder of such Registrable Securities for purposes of any request or other
action by any holder or Holders pursuant to this Warrant or any determination of
any number or percentage of shares of Registrable Securities held by any holder
or Holders contemplated by this Warrant. If the beneficial owner of any
Registrable Securities so elects, the Issuer may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Registrable
Securities.

                  (k) Limitation of Subsequent Registration Rights. From and
after the date of this Warrant, the Issuer shall not, without the written
consent of the Holders of a majority of the outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Issuer which would allow such holder or prospective holder to include
such securities in any registration filed by the Issuer, unless under the terms
of such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of its securities
will not reduce the amount of Registrable Securities of the Holders which is
included.

         4. Stock Fully Paid; Reservation and Listing of Shares; Covenants. (a)
The Issuer represents, warrants, covenants and agrees that all shares of Warrant
Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, upon issuance, be duly authorized, validly issued, fully paid
and non-assessable and free from all taxes, liens and charges with respect to
issuance. The Issuer further covenants and agrees that during the period within
which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant and, without limiting the foregoing, will take any
actions necessary to effectuate the foregoing, including without limitation
increasing its authorized capital stock.

                  (b) If any shares of the Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange it will, at its expense,
list thereon, maintain and increase when necessary such listing of, all shares
of Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder, and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange, and will
maintain such listing of, any other securities which the Holder of this Warrant
shall be entitled to receive upon the exercise of this Warrant if at the time
any securities of the same class shall be listed on such securities exchange by
the Issuer.

                                      -15-


<PAGE>

                  (c) The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against impairment. Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) not amend or modify any provision of the
Certificate of Incorporation or by-laws of the Issuer in any manner that would
adversely affect in any way the powers, preferences or relative participating,
optional or other special rights of the Common Stock or which would adversely
affect the rights of the Holders of the Warrants, (iii) not, other than pursuant
to the Rights Agreement, dated July 18, 2000, between the Issuer and Fleet
National Bank, as Rights Agent, issue any Capital Stock of any class which is
preferred as to dividends or as to the distribution of assets upon the voluntary
or involuntary dissolution, liquidation or winding up of the Issuer, (iv) take
all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (v) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

                  (d) The Issuer shall not declare, make or pay any dividend or
other distribution, whether in cash, securities or other property, other than
Common Stock of the same class or series (a "Distribution"), with respect to its
Common Stock or any Common Stock Equivalent unless the Issuer concurrently makes
a cash payment to the Holder of this Warrant equal to the product of (1) the
amount of cash plus the fair market value of any property or securities
distributed with respect to each outstanding share of Common Stock or any Common
Stock Equivalent computed as provided in subparagraph (i) of Section 5(f) hereof
multiplied by (2) the Warrant Share Number.

         5. Adjustment of Warrant Price and Warrant Share Number. The number and
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:

                  (a) Recapitalization, Reorganization, Reclassification,
                      Consolidation, Merger or Sale.

                           (i) In case the Issuer after the Closing Date shall
         do any of the following (each a "Triggering Event") (a) consolidate
         with or merge into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect

                                      -16-

<PAGE>

         a capital reorganization or reclassification of its Capital Stock,
         then, and in the case of each such Triggering Event, proper provision
         shall be made so that, upon the basis and the terms and in the manner
         provided in this Warrant, the Holder of this Warrant shall thereafter
         only be entitled (x) upon the exercise hereof at any time after the
         consummation of such Triggering Event, to the extent this Warrant is
         not exercised prior to such Triggering Event, or is redeemed in
         connection with such Triggering Event, to receive in exchange for the
         Warrant Price in effect at the time immediately prior to the
         consummation of such Triggering Event in lieu of the Common Stock
         issuable upon such exercise of this Warrant prior to such Triggering
         Event, the securities, cash and property to which such Holder would
         have been entitled upon the consummation of such Triggering Event if
         such Holder had exercised the rights represented by this Warrant
         immediately prior thereto, subject to adjustments (subsequent to such
         corporate action) as nearly equivalent as possible to the adjustments
         provided for in Section 5 hereof or (y) to sell this Warrant (or, at
         such Holder's election, a portion hereof) to the Person continuing
         after or surviving such Triggering Event, or to the Issuer (if Issuer
         is the continuing or surviving Person) at a sales price equal to the
         amount, if any, of cash, property and/or securities to which a holder
         of the number of shares of Common Stock which would otherwise have been
         delivered upon the exercise of this Warrant (the "Event
         Consideration"), less the amount or portion of such Event Consideration
         having a fair value equal to the aggregate Warrant Price applicable to
         this Warrant or the portion hereof so sold.

                           (ii) Notwithstanding anything contained in this
         Warrant to the contrary, the Issuer will not effect any Triggering
         Event unless, prior to the consummation thereof, each Person (other
         than the Issuer) which may be required to deliver any securities, cash
         or property upon the exercise of this Warrant as provided herein shall
         assume, by written instrument delivered to, and reasonably
         satisfactory, to the Holder of this Warrant, (a) the obligations of the
         Issuer under this Warrant (and if the Issuer shall survive the
         consummation of such Triggering Event, such assumption shall be in
         addition to, and shall not release the Issuer from, any continuing
         obligations of the Issuer under this Warrant) and (b) the obligation to
         deliver to such Holder such shares of securities, cash or property as,
         in accordance with the foregoing provisions of this paragraph (a), such
         Holder shall be entitled to receive. In addition, such Person shall
         have similarly delivered to such Holder an opinion of counsel for such
         Person (which may be in-house counsel), which counsel shall be
         reasonably satisfactory to such Holder, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this paragraph
         (a)) shall be applicable to the securities, cash or property which such
         Person may be required to deliver upon any exercise of this Warrant or
         the exercise of any rights pursuant hereto.

                           (iii) In case any Triggering Event shall be proposed
         to be effected, the Holder of this Warrant may, and the Issuer agrees
         that as a condition to the consummation of any such Triggering Event
         the Issuer shall secure the right of such Holder to, sell this Warrant
         (or, at such Holder's election, a portion thereof) to the Person
         continuing after or surviving such Triggering Event, or the Issuer (if
         the Issuer is the continuing or surviving Person), simultaneously with
         the effective date or closing of such

                                      -17-

<PAGE>

         Triggering Event, as provided in clause (y) of subparagraph (i) of this
         Section 5(a). The obligation of the Issuer to secure such right of the
         Holder to sell this Warrant shall be subject to such Holder's
         cooperation with the Issuer, including, without limitation, the giving
         of customary representations and warranties to the purchaser in
         connection with any such sale.

                  (b) Subdivision or Combination of Shares. If the Issuer, at
any time while this Warrant is outstanding, shall subdivide or combine any
shares of Common Stock, (i) in case of subdivision of shares, the Warrant Price
shall be proportionately reduced (as at the effective date of such subdivision
or, if the Issuer shall take a record of Holders of its Common Stock for the
purpose of so subdividing, as at the applicable record date, whichever is
earlier) to reflect the increase in the total number of shares of Common Stock
outstanding as a result of such subdivision, or (ii) in the case of a
combination of shares, the Warrant Price shall be proportionately increased (as
at the effective date of such combination or, if the Issuer shall take a record
of Holders of its Common Stock for the purpose of so combining, as at the
applicable record date, whichever is earlier) to reflect the reduction in the
total number of shares of Common Stock outstanding as a result of such
combination.

                  (c) Certain Dividends and Distributions. If the Issuer, at any
time while this Warrant is outstanding, shall:

                           (i) Stock Dividends. Pay a dividend in, or make any
         other distribution to its stockholders (without consideration therefor)
         of, shares of Common Stock, the Warrant Price shall be adjusted, as at
         the date the Issuer shall take a record of the Holders of the Issuer's
         Capital Stock for the purpose of receiving such dividend or other
         distribution (or if no such record is taken, as at the date of such
         payment or other distribution), to that price determined by multiplying
         the Warrant Price in effect immediately prior to such record date (or
         if no such record is taken, then immediately prior to such payment or
         other distribution), by a fraction (1) the numerator of which shall be
         the total number of shares of Common Stock outstanding immediately
         prior to such dividend or distribution, and (2) the denominator of
         which shall be the total number of shares of Common Stock outstanding
         immediately after such dividend or distribution (plus in the event that
         the Issuer paid cash for fractional shares, the number of additional
         shares which would have been outstanding had the Issuer issued
         fractional shares in connection with said dividends); or

                           (ii) Liquidating Dividends, etc. Make a distribution
         of its property to the Holders of its Common Stock as a dividend in
         liquidation or partial liquidation or by way of return of capital other
         than as a dividend payable out of funds legally available for dividends
         under the laws of the State of Delaware, the Holder of this Warrant
         shall, upon exercise (including without limitation payment of the
         Warrant Price), be entitled to receive, in addition to the number of
         shares of Warrant Stock receivable thereupon, and without payment of
         any additional consideration therefor, a sum equal to the amount of
         such property as would have been payable to such Holder had such Holder
         been the Holder of record of such Warrant Stock on the record date for
         such distribution or if no

                                      -18-

<PAGE>

         such record is taken, on the date of such distribution; and appropriate
         provision therefor shall be made a part of any such distribution.

                  (d) Issuance of Additional Shares of Common Stock. If the
Issuer, at any time while this Warrant is outstanding, shall issue any
Additional Shares of Common Stock (otherwise than as provided in the foregoing
subsections (a) through (c) of this Section 5), the Warrant Price in effect
hereunder shall simultaneously with such issuance or sale be reduced (or, in the
event that the Warrant Price is reduced below the then par value of the Common
Stock, deemed reduced) and the number of shares of Common Stock issuable upon
exercise hereof shall be increased (regardless of whether the Warrant Price was
reduced below the then par value of the Common Stock) so that the percentage of
the Diluted Common Stock of the Issuer represented by the shares of Common Stock
issuable upon exercise of this Warrant is not reduced as a result of such
issuance or sale. The provisions of this subsection (d) shall not apply under
any of the circumstances for which an adjustment is provided in subsections (a),
(b) or (c) of this Section 5. No adjustment of the Warrant Price shall be made
under this subsection (d) upon the issuance of any Additional Shares of Common
Stock which are issued pursuant to any Common Stock Equivalent if upon the
issuance of such Common Stock Equivalent (x) any adjustment shall have been made
pursuant to subsection (e) of this Section 5 or (y) no adjustment was required
pursuant to subsection (e) of this Section 5.

                  (e) Issuance of Common Stock Equivalents. If the Issuer, at
any time while this Warrant is outstanding, shall issue any Common Stock
Equivalent, then the Warrant Price upon each such issuance or amendment shall be
adjusted as provided in the first sentence of subsection (d) of this Section 5
on the basis that the maximum number of Additional Shares of Common Stock
issuable pursuant to all such Common Stock Equivalents shall be deemed to have
been issued (whether or not such Common Stock Equivalents are actually then
exercisable, convertible or exchangeable in whole or in part) as of the earlier
of (1) the date on which the Issuer shall enter into a firm contract for the
issuance of such Common Stock Equivalent, or (2) the date of actual issuance of
such Common Stock Equivalent. No adjustment of the Warrant Price shall be made
under this subsection (e) (i) upon the issuance of any Convertible Security
which is issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if any adjustment shall previously have been made
in the Warrant Price then in effect upon the issuance of such warrants or other
rights pursuant to this subsection (e) or (ii) issuances of Common Stock
Equivalents to purchase up to one hundred fifty thousand (150,000) shares (such
number of shares to be subject to adjustment, as appropriate, to reflect
adjustments made under Sections 5(a), 5(b), and 5(c) of this Warrant).

                  (f) Other Provisions Applicable to Adjustments Under this
Section 5. The following provisions shall be applicable to the making of
adjustments in the Warrant Price herein before provided in Section 5:

                           (i) Computation of Consideration. The consideration
         received by the Issuer shall be the following: to the extent that any
         Additional Shares of Common Stock or any Common Stock Equivalents shall
         be issued for cash consideration, the consideration received by the
         Issuer therefor, or if such Additional Shares of Common Stock or Common
         Stock Equivalents are offered by the Issuer for subscription, the

                                      -19-

<PAGE>

         subscription price, or, if such Additional Shares of Common Stock or
         Common Stock Equivalents are sold to underwriters or dealers for public
         offering without a subscription offering, the public offering price, in
         any such case excluding any amounts paid or receivable for accrued
         interest or accrued dividends and without deduction of any
         compensation, discounts, commissions, or expenses paid or incurred by
         the Issuer for or in connection with the underwriting thereof or
         otherwise in connection with the issue thereof; to the extent that such
         issuance shall be for a consideration other than cash, then, except as
         herein otherwise expressly provided, the fair market value of such
         consideration at the time of such issuance as determined in good faith
         by the Board. The consideration for any Additional Shares of Common
         Stock issuable pursuant to any Common Stock Equivalents shall be the
         consideration received by the Issuer for issuing such Common Stock
         Equivalents, plus the additional consideration payable to the Issuer
         upon the exercise, conversion or exchange of such Common Stock
         Equivalents. In case of the issuance at any time of any Additional
         Shares of Common Stock or Common Stock Equivalents in payment or
         satisfaction of any dividend upon any class of Capital Stock of the
         Issuer other than Common Stock, the Issuer shall be deemed to have
         received for such Additional Shares of Common Stock or Common Stock
         Equivalents a consideration equal to the amount of such dividend so
         paid or satisfied. In any case in which the consideration to be
         received or paid shall be other than cash, the Board shall notify the
         Holder of this Warrant of its good faith determination of the fair
         market value of such consideration prior to payment or accepting
         receipt thereof. If, within thirty days after receipt of said notice,
         the Majority Holders shall notify the Board in writing of their
         objection to such determination, a determination of the fair market
         value of such consideration shall be made by an Independent Appraiser
         selected by the Majority Holders with the approval of the Board (which
         approval shall not be unreasonably withheld), whose fees and expenses
         shall be paid by the Issuer.

                           (ii) Readjustment of Warrant Price. Upon the
         expiration or termination of the right to convert, exchange or exercise
         any Common Stock Equivalent the existence or issuance of which effected
         an adjustment in the Warrant Price, if such Common Stock Equivalent
         shall not have been converted, exercised or exchanged in its entirety,
         the number of shares of Common Stock deemed to be issued and
         outstanding by reason of the fact that they were issuable upon
         conversion, exchange or exercise of any such Common Stock Equivalent
         shall no longer be computed as set forth above, and the Warrant Price
         shall forthwith be readjusted and thereafter be the price which it
         would have been (but reflecting any other adjustments in the Warrant
         Price made pursuant to the provisions of this Section 5 after the
         issuance of such Common Stock Equivalent) had the adjustment of the
         Warrant Price been made in accordance with the issuance or sale of the
         number of Additional Shares of Common Stock actually issued upon
         conversion, exchange or issuance of such Common Stock Equivalent and
         thereupon only the number of Additional Shares of Common Stock actually
         so issued shall be deemed to have been issued.

                           (iii) Outstanding Common Stock. The number of shares
         of Common Stock at any time outstanding shall (a) not include any
         shares thereof then directly or indirectly owned or held by or for the
         account of the Issuer or any of its Subsidiaries, and

                                      -20-

<PAGE>

         (b) shall be deemed to include all shares of Common Stock then issuable
         upon conversion, exercise or exchange of any then outstanding Common
         Stock Equivalents or any other evidences of Indebtedness, shares of
         Capital Stock or other Securities which are or may be at any time
         convertible into or exchangeable for shares of Common Stock or Other
         Common Stock.

                           (iv) Par Value. Subject to Section 5(i), this Warrant
         shall not be exercisable at a price per share less than the par value
         per share of the Common Stock.

                  (g) Other Action Affecting Common Stock. In case after the
Closing Date hereof the Issuer shall take any action affecting its Common Stock,
other than an action described in any of the foregoing subsections (a) through
(f) of this Section 5, inclusive, and the failure to make any adjustment would
not fairly protect the purchase rights represented by this Warrant in accordance
with the essential intent and principle of this Section 5, then the Warrant
Price shall be adjusted in such manner and at such time as the Board may in good
faith determine to be equitable in the circumstances.

                  (h) Adjustment of Warrant Share Number. Upon each adjustment
in the Warrant Price pursuant to any of the foregoing provisions of this Section
5, to the extent not otherwise adjusted pursuant to the foregoing provisions of
this Section 5, the Warrant Share Number shall be adjusted, to the nearest one
hundredth of a whole share, to the product obtained by multiplying the Warrant
Share Number immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately before
giving effect to such adjustment and the denominator of which shall be the
Warrant Price immediately after giving effect to such adjustment. If the Issuer
shall be in default under any provision contained in Section 4 or Section 5(i)
of this Warrant so that shares issued at the Warrant Price adjusted in
accordance with this Warrant would not be validly issued, (i) the adjustment of
the Warrant Share Number provided for in the foregoing sentence shall
nonetheless be made and the Holder of this Warrant shall be entitled to purchase
such greater number of shares at the lowest price at which such shares may then
be validly issued under applicable law and (ii) the Issuer shall immediately use
its best efforts to recapitalize itself, for instance by reducing the par value
of its Common Stock, to enable exercise of this Warrant at the adjusted Warrant
Price and shall indemnify the Holders against any loss, expense or damages
(including attorney fees) arising out of any failure to complete such
recapitalization timely. Such exercise shall not constitute a waiver of any
claim arising against the Issuer by reason of its default under Section 4 or
Section 5(i) of this Warrant.

                  (i) Further Assurances. The Issuer will take all action as may
be necessary or appropriate in order that the Issuer may validly and legally
issue fully paid and non-assessable shares of Common Stock upon the exercise of
all Warrants from time to time outstanding. Without limitation on the foregoing,
if the Warrant Price, as adjusted, would be less than the par value of the
Common Stock, the Issuer shall use its best efforts to amend its Certificate of
Incorporation to reduce such par value to the Warrant Price, and if the Issuer
fails to effect such amendment by the time the Warrant is exercised, the Issuer
shall be obliged to pay to the Holder damages in an amount equal to the
difference between the par value and the Warrant Price upon exercise of the
Warrant.

                                      -21-


<PAGE>

         6. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 5 hereof (for purposes of this
Section 6, each an "adjustment"), the Issuer shall cause the independent
accounting firm then regularly engaged by it to report on its financial
statements to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment.

         7. Fractional Shares. Fractional shares of Warrant Stock shall not be
issued in connection with any exercise hereof, and in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Current Market Price then
in effect.

         8. Definitions. For the Purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Closing Date, and all shares of
         Other Common Stock, if any, issued by the Issuer after the Closing
         Date, except the Warrant Stock.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Business Day" means any day except a Saturday, a Sunday or a
         legal holiday in New York City.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Closing Date, and as
         hereafter from time to time amended, modified, supplemented or restated
         in accordance with its terms and pursuant to applicable law.

                  "Closing Date" means November 21, 2002.

                  "Common Stock" means the Common Stock, $.01 par value, of the
         Issuer and any other Capital Stock into which such stock may hereafter
         be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or

                                      -22-

<PAGE>

         any Convertible Security or any stock appreciation right or other right
         to receive any payment based upon the value of the Common Stock.

                  "Commission" means the Securities and Exchange Commission.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Current Market Price" as in effect on any day means the
         average of the daily market prices of the Common Stock for the period
         of 15 consecutive trading days ending two trading days preceding such
         date. The market price for each such day shall be the last sale price
         on such day as reported on the New York Stock Exchange Consolidated
         Tape, or, if the Common Stock is not listed on the New York Stock
         Exchange, Inc. or reported on such Consolidated Tape, then the last
         sale price on such day on the principal domestic stock exchange on
         which such Stock is then listed or admitted to trading, or, if no sale
         takes place on such day on such exchange, the average of the closing
         bid and asked prices on such day as officially quoted on such exchange,
         or, if the Common Stock is not then listed or admitted to trading on
         any domestic stock exchange but is quoted in the National Market System
         ("NMS/Nasdaq") of the National Association of Securities Dealers, Inc.
         Automated Quotation System ("Nasdaq"), then the Current Market Price
         for each such trading day shall be the last sale price on such day as
         quoted by NMS/Nasdaq, or, if no sale takes place on such day or if the
         Common Stock is neither listed or admitted to trading on any domestic
         stock exchange nor quoted on such NMS/Nasdaq, then the Current Market
         Price for each such trading day shall be the average of the reported
         closing bid and asked price quotations on such day in the
         over-the-counter market, as reported by Nasdaq, or, if not so reported,
         as furnished by the National Quotation Bureau, Inc., or if such firm at
         the time is not engaged in the business of reporting such prices, as
         furnished by any similar firm then engaged in such business as selected
         by the Issuer, or if there is no such firm, as furnished by any member
         of the National Association of Securities Dealers, Inc. selected by the
         Issuer with the written approval of the Majority Holders. If at any
         time the Common Stock is not listed on any domestic exchange or quoted
         in the domestic over-the-counter market, the Current Market Price shall
         be deemed to be the fair market value per share of Common Stock as
         determined in good faith by the Board and agreed to by the Majority
         Holders. If the Majority Holders shall notify the Board in writing of
         their disagreement as to such fair market value as determined by the
         Board, a determination of the fair market value of such Common Stock
         shall be made by an Independent Appraiser selected by the Majority
         Holders and consented to by the Issuer (which consent shall not be
         unreasonably withheld), whose fees and expenses shall be paid by the
         Issuer. The determination of fair market value by the Board and such
         Appraiser shall be based upon the fair market value of the Issuer
         determined on a going concern basis as between a willing buyer and a
         willing seller and taking into account all relevant factors
         determinative of value, and shall be final and binding on all parties.
         In determining the fair market value of any shares of Common Stock, no
         consideration shall be given to any restrictions on transfer of the
         Common

                                      -23-

<PAGE>

         Stock imposed by agreement or by federal or state securities laws, or
         to the existence or absence of, or any limitations on, voting rights.

                  "Diluted Common Stock" means the number of shares of Common
         Stock outstanding, (a) not including any shares thereof then directly
         or indirectly owned or held by or for the account of the Issuer or any
         of its Subsidiaries, and (b) including all shares of Common Stock then
         issuable upon conversion, exercise or exchange of the then outstanding
         Common Stock Equivalents or other evidences of Indebtedness, shares of
         Capital Stock or other Securities which are or may be at any time
         convertible into or exchangeable for shares of Common Stock or Other
         Common Stock, all of which were issued after the Closing Date.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
         as amended, or any similar federal statute then in effect.

                  "Fee in Lieu of Warrant Amount" shall be the product of (i)
         $100,000 and (ii) the Warrant Number divided by the Aggregate Tranche
         Warrant Number, subject to a proportionate increase if any of the
         Strategic Initiatives are consummated at an amount which results in a
         valuation of the Common Stock in excess of $0.15 per share (such
         valuation to be determined by the Holder in its sole discretion, each a
         "Valuation Event"). The calculation of the Fee in Lieu of Warrant
         Amount shall be made as provided in the Loan Agreement.

                  "Holders" means the Persons who shall from time to time own
         any Warrant. The term "Holder" means one of the Holders.

                  "Indebtedness" has the meaning provided in the Loan Agreement.

                  "Independent Appraiser" means a nationally recognized
         investment banking firm or other nationally recognized firm that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Provant, Inc. and its successors.

                  "Loan Agreement" means the Revolving Credit Agreement, dated
         as of April 8, 1998, by and among Provant, Inc., Fleet National Bank,
         as Agent ("Agent") and the other lending institutions a party thereto
         (collectively, the "Banks") as amended, and as such agreement may from
         time to time be further amended, modified or supplemented in accordance
         with its terms.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock issuable
         under the Warrants at the time outstanding.

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

                                      -24-


<PAGE>

                  "Other Common Stock" means any Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Person" means an individual, a corporation, a partnership, a
         limited liability company, a trust, an unincorporated organization or a
         government organization or an agency or political subdivision thereof.

                  "Registrable Securities" means the Warrants, the Warrant
         Stock, any other Securities issuable or issued upon exercise of the
         Warrants, any shares of Common Stock or other securities of the Issuer
         issued as a dividend or other distribution with respect to, or in
         exchange or in replacement of such shares of Common Stock.

                  "Registration Expenses" means all expenses incident to the
         Issuer's performance of or compliance with Section 3 of this Warrant,
         including, without limitation, all registration, filing and listing or
         Nasdaq fees, all fees and expenses of complying with securities or blue
         sky laws, all word processing, duplicating and printing expenses, all
         messenger and delivery expenses, the fees and disbursements of counsel
         for the Issuer and of its independent public accountants, including
         without limitation the expenses of any special audits or "cold comfort"
         letters required by or incident to such performance and compliance,
         premiums and other costs of policies of insurance, if any, against
         liabilities arising out of the public offering of the Registrable
         Securities being registered, any fees and disbursements of underwriters
         customarily paid by issuers or sellers of securities and the reasonable
         fees and disbursements of any counsel and accountants retained by the
         Holder or Holders of the Registrable Securities being registered
         (provided that the Issuer shall not be required to pay the fees of more
         than one counsel and accountant), but excluding underwriting discounts
         and commissions, transfer taxes, if any.

                   "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Strategic Initiatives" means each of the following: (a) the
         sale of certain divisions of the Issuer to Drake Beam and Moran, (b)
         the sale of the Government Division (as defined in the Loan Agreement)
         of the Issuer, (c) the sale of all of the non-government divisions of
         the Issuer to University of Phoenix Apollo Group, or (d) the sale of
         all of the non-government divisions of the Issuer to WR Capital, each
         as more fully described in the Loan Agreement.

                                      -25-


<PAGE>

                  "Valuation Event" shall have the meaning provided in the
         definition of Fee in Lieu of Warrant Amount.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Loan Agreement, including, without limitation, this Warrant, and any
         other warrants of like tenor issued in substitution or exchange for any
         thereof pursuant to the provisions of Section 2(c) or 2(d) hereof or of
         any of such other Warrants.

                  "Warrant Price" means the price per share of Common Stock
         specified in the first paragraph of this Warrant and such other prices
         as shall result from the adjustments specified in Section 5 hereof.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         to such number made or required to be made under the terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants.

         9. Information. As long as this Warrant is outstanding, the Issuer
shall deliver to the Holder hereof and to each holder of shares of Warrant Stock
the documents and other information required under the Loan Agreement within the
applicable time period specified therein and regardless of whether or not the
Loan Agreement is then in effect.

         10. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

         11. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (excluding the
laws applicable to conflicts or choice of law).

         12. Notices. All notices and other communications provided for
hereunder shall be in writing and delivered by hand or sent by first class mail
or sent by fax (with such fax to be confirmed promptly in writing sent by first
class mail), and if to the Holder of this Warrant or of Warrant Stock issued
pursuant hereto, addressed to such Holder at its last known address or fax
number appearing on the books of the Issuer maintained for such purposes, and if
to the Issuer, addressed to:

                      Provant, Inc.
                      67 Batterymarch Street, Suite 600

                                      -26-


<PAGE>

                      Boston, MA  02110
                      Attention: President
                      Fax No.: (617) 261-1610

or to such other address or addresses or fax number or numbers as any such party
may most recently have designated in writing to the other parties hereto by such
notice. All such communications shall be deemed to have been given or made when
so delivered by hand or sent by fax, or three business days after being so
mailed.

         13. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

         14. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         15. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         16. Integration. This Warrant replaces all prior agreements, supersedes
all prior negotiations and constitutes the entire agreement of the parties with
respect to the transactions contemplated herein. References to the Loan
Agreement herein shall, to the extent that the obligations thereunder have been
repaid and such Loan Agreement has terminated, mean the Loan Agreement as in
effect immediately prior to its termination.

                                      -27-

<PAGE>

         17. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                                                     PROVANT, INC.



                                    By: /s/ Janet Hoey
                                        --------------------------
                                    Name:  Janet Hoey
                                    Title: Vice President and Chief
                                           Financial Officer

                                      -28-


<PAGE>

                                  EXERCISE FORM

Provant, Inc.

The undersigned, ___________________________, pursuant to the provisions of the
within Warrant, hereby elects to purchase _______ shares of Common Stock of
Provant, Inc. covered by the within Warrant.

Dated: _________  Signature:        ___________________

Address: ___________________

         ___________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
_____________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: __________  Signature:       ___________________

Address: ____________________

         ____________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
________________ the right to purchase ____________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint _________________________, attorney, to
transfer that part of the said Warrant on the books of the within named
corporation.

Dated: ___________  Signature:      _____________________

Address: ____________________

         ____________________



FOR USE BY THE ISSUER ONLY:

This Warrant No. W- ___ canceled (or transferred or exchanged) this ___ day of
_______, 20__, shares of Common Stock issued therefor in the name of
________________, Warrant No. W- ____ issued for ____ shares of Common Stock in
the name of ___________________.


                                      -29-


<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee           Address                   No. of Shares
----------------           -------                   -------------


                                                     _____________  shares


, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact
to transfer said Warrants on the books of the within named corporation, with
full power of substitution in the premises.

Dated ______________________________, ______.

In the presence of


_________________________
                                          Name:
                                               _________________________________

                                          Signature:
                                                    ____________________________
                                          Title of Officer or Agent (if any)


                                          ______________________________________

                                          Address:
                                                  ______________________________

                                                  ______________________________

                                                  ______________________________



                                          Note: the above signature should
                                          correspond exactly with the name
                                          on the face of the within Warrant


                                      -30-