<PAGE>
                                                                     EXHIBIT 4.2

                                    EXHIBIT C

                                 FORM OF WARRANT

[THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH RESTRICTED WARRANT:]

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR AN
APPLICABLE EXEMPTION THEREFROM.

[THE COMPANY SHALL PLACE THE FOLLOWING PARAGRAPH ON THE FACE OF EACH NOTE HELD
BY OR TRANSFERRED TO AN "AFFILIATE" (AS DEFINED IN RULE 501(B) OF REGULATION D
UNDER THE SECURITIES ACT) OF THE COMPANY:]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE
DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE
SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.

                                   XICOR, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: [      ]                             Number of Shares:     [     ]
CUSIP No.:   984903 11 2                          (subject to adjustment)

Date of Issuance:  November 19, 2001

        XICOR, INC., a California corporation (the "Company"), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [____________], the registered holder hereof or its
permitted assigns, is entitled, subject to the terms and conditions set forth
below, to purchase from the Company upon surrender of this Warrant (as defined
below), at any time or times on or after the date hereof, but not after 5:00
p.m., Eastern Standard Time, on the Expiration Date (as defined below),
[______________] fully paid nonassessable shares of Common Stock (as defined
below) of the Company at the Exercise Price per share provided in Section 1(d)
of this Warrant, subject to adjustment as provided below. Capitalized terms used
herein but not defined shall have the same meanings assigned to them in the
Securities Purchase Agreement dated as of November 16, 2001, by and between the
Company and the parties


<PAGE>
listed on the Schedule of Buyers attached thereto as Exhibit A (as such
agreement may be amended, supplemented and modified from time to time as
provided in such agreement, the "Securities Purchase Agreement").

        This Warrant (as defined below) is one of a series of Warrants issued in
connection with the transactions described in that certain (i) Securities
Purchase Agreement, (ii) the Company's 5.5% Convertible Subordinated Note Due
2006 (the "Note") issued pursuant to the Securities Purchase Agreement to the
holder hereof, and (iii) certain other related documents and agreements
including, without limitation, the Transaction Documents (as defined in the
Securities Purchase Agreement). The Warrant Shares (as defined below) issued
upon exercise of this Warrant and the holder hereof and thereof shall be
entitled to all of the rights and privileges set forth in the Transaction
Documents.

SECTION 1. DEFINITIONS. The following terms as used in this Warrant shall have
the following meanings:

        (a) "Business Day" means any day other than Saturday, Sunday or other
day on which commercial banks in The City of New York are required by law to
remain closed.

        (b) "Common Stock" means (i) the common stock, no par value per share,
of the Company, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.

        (c) "Convertible Securities" means any stock or securities (other than
Options) directly or indirectly convertible into or exchangeable or exercisable
for Common Stock.

        (d) "Exercise Price" shall be equal to $12.24, subject to further
adjustment as hereinafter provided.

        (e) "Expiration Date" means November 19, 2006 or, if such date does not
fall on a Business Day or on a Trading Day, then the next Business Day.

        (f) "Option" means any rights, warrants or options to subscribe for or
purchase or otherwise acquire Common Stock or Convertible Securities.

        (g) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization or association and a government or any department or agency
thereof.

        (h) "Principal Market" means The Nasdaq National Market ("NASDAQ") or if
the Common Stock is not traded on NASDAQ then the principal securities exchange
or trading market for the Common Stock.

        (i) "Registration Rights Agreement" means that certain Registration
Rights Agreement, dated as of November 16, 2001, among the Company, Robertson
and the initial purchasers of the Notes as such agreement may be amended,
supplemented and modified from time to time in a writing signed by all of the
signatories thereto.



                                      -2-
<PAGE>
        (j) "Securities Act " means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

        (k) "Trading Day" shall mean (x) a day on which the Principal Market is
open for business or (y) if the applicable security is not so listed on a
Principal Market or admitted for trading or quotation, a Business Day.

        (l) "Warrant" means this Warrant and the other warrants to purchase
shares of Common Stock issued pursuant to the Securities Purchase Agreement and
all warrants issued in exchange, transfer or replacement thereof.

        (m) "Warrant Shares" means all shares of Common Stock issuable upon
exercise of the Warrants.

SECTION 2. EXERCISE OF WARRANT.

        (a) Subject to the terms and conditions hereof, including the early
termination of this Warrant pursuant to Section 3(b) of this Warrant, this
Warrant may be exercised by the holder hereof then registered on the books of
the Company, in whole or in part, at any time on any Business Day on or after
the opening of business on the date hereof and prior to 5:00 p.m., Eastern
Standard Time, on the Expiration Date by (i) delivery of a written notice, in
the form of the subscription notice attached as Exhibit A hereto or a reasonable
facsimile thereof (the "Exercise Notice"), to the Company and the Company's
designated transfer agent (the "Transfer Agent"), of such holder's election to
exercise all or a portion of this Warrant, which notice shall specify the number
of Warrant Shares to be purchased, (ii) (A) payment to the Company of an amount
equal to the Exercise Price multiplied by the number of Warrant Shares as to
which this Warrant is being exercised (the "Aggregate Exercise Price") in cash
or delivery of a certified check or bank draft payable to the order of the
Company or wire transfer of immediately available funds or (B) notification to
the Company that this Warrant is being exercised pursuant to a Cashless Exercise
(as defined in Section 2(e) of this Warrant), and (iii) the surrender of this
Warrant to a common carrier for overnight delivery to the Company as soon as
practicable following such date (or an indemnification undertaking or other form
of security reasonably satisfactory to the Company with respect to this Warrant
in the case of its loss, theft or destruction); provided, however, that if such
Warrant Shares are to be issued in any name other than that of the registered
holder of this Warrant, such issuance shall be deemed a transfer and the
provisions of Section 8 of this Warrant shall be applicable. In the event of any
exercise of the rights represented by this Warrant in compliance with this
Section 2(a), the Company shall on or before the fifth Business Day (the
"Warrant Share Delivery Date") following the date of its receipt of the Exercise
Notice, the Aggregate Exercise Price (or notice of Cashless Exercise) and this
Warrant (or an indemnification undertaking or other form of security reasonably
satisfactory to the Company with respect to this Warrant in the case of its
loss, theft or destruction) (the "Exercise Delivery Documents"), (A) in the case
of a public resale of such Warrant Shares, at the holder's request, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled
to the holder's or its designee's balance account with the Depositary Trust
Company ("DTC") through its Deposit Withdrawal Agent Commission system or (B)
issue and deliver to the address as specified in the Exercise Notice, a
certificate or certificates in such denominations as may be requested by the
holder in the Exercise Notice, registered in the name of



                                      -3-
<PAGE>
the holder or its designee, for the number of shares of Common Stock to which
the holder shall be entitled upon such exercise. Upon delivery of the Exercise
Notice, this Warrant and Aggregate Exercise Price referred to in clause (ii)(A)
above or notification to the Company of a Cashless Exercise referred to in
Section 2(e) of this Warrant, the holder of this Warrant shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date
of delivery of this Warrant as required by clause (iii) above or the
certificates evidencing such Warrant Shares. In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the number
of Warrant Shares, the Company shall promptly issue to the holder the number of
shares of Common Stock that is not disputed and shall submit the disputed
determination or arithmetic calculation to the holder via facsimile within two
(2) Business Days after receipt of the holder's Exercise Notice. If the holder
and the Company are unable to agree upon the determination of the Exercise Price
or arithmetic calculation of the number of Warrant Shares within one (1)
Business Day of such disputed determination or arithmetic calculation being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed determination of the Exercise Price or the Closing Sale Price
to an independent, reputable investment banking firm selected jointly by the
Company and the holder or (ii) the disputed arithmetic calculation of the number
of Warrant Shares to its independent, outside auditor. The Company shall cause
the investment banking firm or the auditor, as the case may be, to perform the
determination or calculation and notify the Company and the holder of the
results no later than ten (10) Business Days from the time it receives the
disputed determination or calculation. Such investment banking firm's or
auditor's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error. All fees and expenses of such determinations
shall be borne solely by the Company.

        (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, as soon as practicable but
in no event later than five (5) Business Days after any exercise (the "Warrant
Delivery Date") and at its own expense, issue a new Warrant identical in all
respects to this Warrant exercised except it shall represent rights to purchase
the number of Warrant Shares purchasable immediately prior to such exercise
under this Warrant, less the number of Warrant Shares with respect to which this
Warrant is exercised.

        (c) Notwithstanding anything contained in this Warrant to the contrary,
the Company shall not be required to issue fractions of shares of Common Stock
upon exercise of this Warrant or to distribute certificate which evidence such
fractional shares. If more than one Warrant shall be presented for exercise in
full at the same time by the same holder, the number of full shares of Common
Stock which shall be issuable upon the exercise thereof shall be computed on the
basis of the aggregate number of shares of Common Stock purchasable on exercise
of all Warrants so presented. In lieu of any fractional shares, there shall be
paid to the holder an amount of cash equal to the same fraction of the current
market value of a share of Common Stock. For purposes of this Section 2(c) of
this Warrant, the current market value of a share of Common Stock shall be the
Closing Sale Price of a share of Common Stock for the Trading Day immediately
prior to the date of such exercise or if not listed on a Principal Market, then
as determined by the holders of Warrants representing a majority of the shares
of Common Stock issuable upon exercise of all of the Warrants then outstanding.



                                      -4-
<PAGE>
        (d) If the Company shall fail for any reason or for no reason to issue
to the holder within five (5) Business Days of receipt of the Exercise Delivery
Documents, a certificate for the number of shares of Common Stock to which the
holder is entitled or to credit the holder's designee's balance account with
DTC, in accordance with Section 2 of this Warrant, for such number of shares of
Common Stock to which the holder is entitled upon the holder's exercise of this
Warrant or a new Warrant for the number of shares of Common Stock to which such
holder is entitled pursuant to Section 2(b) of this Warrant, the Company shall,
in addition to any other remedies under this Warrant or the Securities Purchase
Agreement or otherwise available to such holder, including any indemnification
under Section 8 of the Securities Purchase Agreement, pay as additional damages
in cash to such holder on each day after the Warrant Share Delivery Date such
exercise is not timely effected and/or each day after the Warrant Delivery Date
such Warrant is not delivered, as the case may be, in an amount equal to
one-half percent (0.5%) per month multiplied by the product of (I) the sum of
the number of shares of Common Stock not issued to the holder on or prior to the
Warrant Share Delivery Date and to which such holder is entitled and, in the
event the Company has failed to deliver a Warrant to the holder on or prior to
the Warrant Delivery Date, the number of shares of Common Stock issuable upon
exercise of the Warrant as of the Warrant Delivery Date and (II) the Closing
Sale Price of the Common Stock on the Warrant Share Delivery Date, in the case
of the failure to deliver Common Stock, or the Warrant Delivery Date, in the
case of failure to deliver a Warrant, as the case may be, provided that if the
Common Stock is not listed on a Principal Market, then the Closing Sale Price
shall be as determined in good faith by a majority of the Company's Board of
Directors, whose determination shall be final, binding and conclusive.

        (e) Notwithstanding anything contained herein to the contrary, the
holder of this Warrant may, at its election exercised in its sole discretion,
exercise this Warrant as to all or a portion of the Warrant Shares and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

                      Net Number = (A x B) - (A x C)
                                   -----------------
                                           B

        For purposes of the foregoing formula:

               A=     the total number of shares with respect to which this
                      Warrant is then being exercised.

               B=     the Closing Sale Price of the Common Stock on the Trading
                      Day immediately preceding the date of the Exercise Notice.

               C=     the Exercise Price then in effect for the applicable
                      Warrant Shares at the time of such exercise.



                                      -5-
<PAGE>
SECTION 3. DATE; DURATION; EARLY TERMINATION OF WARRANTS.

        (a) The date of this Warrant is November 19, 2001 (the "Warrant Date").
This Warrant, in all events, shall be wholly void and of no effect at 5:00 pm
Eastern Standard Time on the Expiration Date, or the Termination Date (as
defined below), if applicable, as the case may be, except that notwithstanding
any other provisions hereof, the provisions of Section 8(c) of this Warrant
shall continue in full force and effect after such date as to any Warrant Shares
or other securities issued upon the exercise of this Warrant.

        (b) At any time after November 19, 2002, if (1) the Closing Sale Price
per share of the Common Stock has exceeded 175% of the Exercise Price then in
effect for any fifteen (15) Trading Days within a period of twenty (20)
consecutive Trading Days (the "Determination Period") and (2) a shelf
registration statement covering resales of the Common Stock issuable upon
exercise of the Warrants is effective and available for use at all times during
the period beginning thirty (30) days prior to the Notice Date (as defined
below) and ending on the Termination Date, and is expected to remain effective
and available for use until at least the earlier of thirty (30) days following
the Termination Date or the last date on which the shelf registration statement
is required to be kept effective under the terms of the Registration Rights
Agreement, then the Company may, at its option, terminate the Warrants. By
following the procedures set forth below, the Company may exercise this right of
termination only if, within ten (10) days following the Determination Period,
the Company shall mail or cause to be mailed a notice of such termination (the
"Termination Notice," and the date such Termination Notice is mailed, the
"Notice Date") to the holders of the Warrant at the address set forth for such
holder in Section 12 of this Warrant. Such mailing shall be by first class mail
and the Company shall contemporaneously issue a press release through PRNewswire
or Bloomberg Financial Markets containing substantially the same information as
the notice of termination described below. Each such notice of termination shall
specify the CUSIP number of the Warrant, the Termination Date, that the Warrants
may not be exercised after 5:00 p.m., Eastern Standard Time, on the Termination
Date and the current Exercise Price.

        If all of the conditions described in the preceding paragraph have been
met, any Warrant not exercised before the close of business on the sixtieth
(60th) day after the mailing date of the notice of termination (such sixtieth
(60th) day, the "Termination Date") shall automatically be deemed exercised in
accordance with Section 2(e) and the Company will deliver the Warrant Shares to
the holder upon receipt of a completed Exercise Notice along with the original
copy of the Warrant for cancellation (or an affidavit of lost Warrant in
accordance with Section 12).

SECTION 4. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees
as follows:

        (a) Issuance of Warrants and Warrant Shares. This Warrant is, and any
Warrants issued in substitution for or replacement of this Warrant will upon
issuance be, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof, and shall not be
subject to preemptive rights or other similar rights of shareholders of the
Company. All Warrant Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance and payment hereof or cashless
exercise in accordance with the terms hereof, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by or



                                      -6-
<PAGE>
through the Company with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.

        (b) Reservation of Shares. During the period within which the rights
represented by this Warrant may be exercised, the Company will take all action
reasonably necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than one hundred five percent (105%) of the number
of shares of Common Stock needed to provide for the issuance of the Warrant
Shares upon exercise of all of the Warrants without regard to any limitations on
conversions or exercise.

        (c) Listing. The Company shall promptly use its best efforts to secure
the listing of the shares of Common Stock issuable upon exercise of this Warrant
upon each national securities exchange and automated quotation system, if any,
upon which shares of Common Stock are then listed (subject to official notice of
issuance upon exercise of this Warrant) and shall use its best efforts to
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable upon the
exercise of this Warrant; and the Company shall use its best efforts to list on
the Principal Market or automated quotation system, as the case may be, and
shall use its best efforts to maintain such listing of, any other shares of
capital stock of the Company issuable upon the exercise of this Warrant if and
so long as any shares of the same class shall be listed on such Principal Market
or automated quotation system. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4(c).

        (d) Certain Actions. The Company will not, by amendment of its articles
of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any shares of Common Stock issuable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) will take all such actions as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant and (iii) will not take any action which results in any
adjustment of the Exercise Price if the total number of shares of Common Stock
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Common Stock then authorized by the Company's
article of incorporation and available for the purpose of issue upon such
exercise.

        (e) Obligations Binding on Successors. This Warrant will be binding upon
any entity succeeding to the Company in one or a series of transactions by
merger, consolidation or acquisition of all or substantially all of the
Company's assets or other similar transactions.

SECTION 5. TAXES.

        (a) The Company shall pay any and all documentary, stamp, transfer and
other similar taxes which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.



                                      -7-
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        (b) Notwithstanding any other provision of this Warrant or any other
Transaction Document, for income tax purposes, any assignee or transferee shall
agree that the Company and the Company's Transfer Agent shall be permitted to
withhold from any amounts payable to such assignee or transferee any taxes
required by law to be withheld from such amounts. Unless exempt from the
obligation to do so, each assignee or transferee shall execute and deliver to
the Company or the Company's transfer agent, as applicable, properly completed
Form W-8 or W-9, indicating that such assignee or transferee is not subject to
back-up withholding for United States Federal income tax purposes. Each assignee
or transferee that does not deliver such a form pursuant to the preceding
sentence shall have the burden of proving to the Company's reasonable
satisfaction that it is exempt from such requirement.

SECTION 6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise
specifically provided herein, prior to the exercise of the Warrants represented
hereby, the holder of this Warrant shall not be entitled, as such, to any rights
of a shareholder of the Company, including, without limitation, the right to
vote or to consent to any action of the shareholders of the Company, to receive
dividends or other distributions, to exercise any preemptive right or to receive
dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of shareholders of the Company, and shall not be entitled
to receive any notice of any proceedings of the Company. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on such
holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the
Company or by creditors of the Company.

SECTION 7. COMPLIANCE WITH SECURITIES LAWS.

        (a) The holder of this Warrant, by the acceptance hereof, represents and
warrants that (i) it is acquiring this Warrant and (ii) upon exercise of this
Warrant will acquire the Warrant Shares then issuable upon exercise thereof for
its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, the holder does not agree to hold this
Warrant or any of the Warrant Shares for any minimum or other specific term and
reserves the right to dispose of this Warrant and the Warrant Shares at any time
in accordance with or pursuant to a registration statement or an exemption under
the Securities Act. The holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such holder is an "accredited investor" as such
term is defined in Rule 501(a) of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act and was not organized for the
specific purpose of acquiring the Warrants or Warrant Shares.

        (b) This Warrant and all the Warrant Shares issued upon exercise hereof
or conversion thereof shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws or any securities exchange upon which such Warrant Shares may,
at the time of such exercise, be listed) on the face thereof unless at the time
of exercise such Warrant Shares shall be registered under the Securities Act:



                                      -8-
<PAGE>
               THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
               APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
               OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
               AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
               SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.

        In addition, any Warrants or Warrant Shares held by or transferred to an
"affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act)
of the Company shall be stamped or imprinted with a legend substantially in the
following form:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A
               PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR
               PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF
               1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE SOLD ONLY IN
               COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID
               EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

        The legends set forth above shall be removed and the Company (in the
case of Warrants) or the transfer agent (in the case of Warrant Shares) shall
issue a new Warrant or Warrant(s) of like tenor and aggregate principal amount,
or a certificate or certificates representing Warrant Shares, as appropriate,
without such legends to the holder of the Warrant(s) or Warrant Shares upon
which they are stamped, (i) if such Warrant(s) or Warrant Shares are registered
for resale under the Securities Act and are transferred or sold pursuant to such
registration, (ii) if, in connection with a sale transaction, such holder
provides the Company with an opinion of counsel reasonably acceptable to the
Company to the effect that a public sale, assignment or transfer of the
Warrant(s) or Warrant Shares may be made without registration under the
Securities Act, or (iii) upon expiration of the two- (2) year period under Rule
144(k) promulgated under the Securities Act (or any successor rule). In the
event Rule 144(k) (or any successor rule) is amended to change the two- (2) year
period, the reference in the preceding sentence shall be deemed to be a
reference to such changed period, provided that such change shall not become
effective if it is otherwise prohibited by, or would otherwise cause a violation
of, the then applicable federal securities laws. The Company shall not require
such opinion of counsel for the sale of Securities in accordance with Rule 144
of the Securities Act, provided the Seller provides such representations that
the Company shall reasonably request confirming compliance with the requirements
of Rule 144.

SECTION 8. OWNERSHIP AND TRANSFER.

        (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this



                                      -9-
<PAGE>
Warrant (the "Warrant Register"), in which the Company shall record the name and
address of the Person in whose name this Warrant has been issued, as well as the
name and address of each transferee. The Company may treat the Person in whose
name any Warrant is registered on the Warrant Register as the owner and holder
thereof for all purposes, notwithstanding any notice to the contrary, but in all
events recognizing any transfers made in accordance with the terms of this
Warrant.

        (b) This Warrant and all rights hereunder shall be assignable and
transferable by the holder hereof without the consent of the Company upon
surrender of this Warrant with a properly executed assignment (in the form of
Exhibit B hereto) at the principal executive offices of the Company (or such
other office or agency of the Company as it may designate in writing to the
holder hereof).

        (c) The Company is obligated to register the Warrant Shares for resale
under the Securities Act pursuant to the Registration Rights Agreement. The
shares of Common Stock issuable upon exercise of this Warrant shall constitute
Registrable Securities (as such term is defined in the Registration Rights
Agreement). Each holder of this Warrant shall be entitled to all of the benefits
afforded to a holder of any such Registrable Securities under the Registration
Rights Agreement and such holder, by its acceptance of this Warrant, agrees and
shall agree to be bound by and to comply with the terms and conditions of the
Registration Rights Agreement applicable to such holder as a holder of such
Registrable Securities.

SECTION 9. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES ISSUABLE. The
Exercise Price, the number of Shares issuable upon the exercise of each Warrant
and the number of Warrants outstanding are subject to adjustment from time to
time upon the occurrence of the events enumerated in this Section 9.

        (a) In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Exercise Price in effect at the opening of business on the date
following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the Record Date
(as defined in Section 9(f)) of this Warrant fixed for such determination and
(ii) the denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such
reduction in the Exercise Price to become effective immediately after the
opening of business on the day following the Record Date. If any dividend or
distribution of the type described in this Section 9(a) of this Warrant is
declared but not so paid or made, the Exercise Price shall again be adjusted to
the Exercise Price which would then be in effect if such dividend or
distribution had not been declared.

        (b) In case the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Exercise Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Exercise Price in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be



                                      -10-
<PAGE>
proportionately increased, such reduction or increase, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

        (c) In case the Company shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price (as defined in Section 9(f) of this Warrant) on the Record Date
fixed for the determination of shareholders entitled to receive such rights or
warrants, the Exercise Price shall be adjusted so that the same shall equal the
price determined by multiplying the Exercise Price in effect at the opening of
business on the date after such Record Date by a fraction of which (i) the
numerator shall be the sum of the number of shares of Common Stock outstanding
at the close of business on the Record Date plus the number of shares that the
aggregate offering price of the total number of shares so offered for
subscription or purchase would purchase at such Current Market Price, and of
which (ii) the denominator shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the Record Date plus the total
number of additional shares of Common Stock so offered for subscription or
purchase. Such adjustment shall become effective immediately after the opening
of business on the day following the Record Date fixed for determination of
shareholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered pursuant to such rights or warrants,
upon the expiration or termination of such rights or warrants the Exercise Price
shall be readjusted to the Exercise Price that would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of delivery of only the number of shares of Common Stock actually
delivered. In the event that such rights or warrants are not so issued, the
Exercise Price shall again be adjusted to be the Exercise Price that would then
be in effect if such date fixed for the determination of shareholders entitled
to receive such rights or warrants had not been fixed. In determining whether
any rights or warrants entitle the holders to subscribe for or purchase shares
of Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants, the value
of such consideration, if other than cash, to be determined in good faith by the
Company's Board of Directors.

        (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 9(a) of this
Warrant applies) or evidences of its indebtedness or other assets (including
securities, but excluding (1) any rights or warrants referred to in Section 9(c)
of this Warrant and (2) dividends and distributions paid exclusively in cash
(except as set forth in Section 9(e) and (f) of this Warrant, (the foregoing
hereinafter in this Section 9(d) called the "Securities")), unless the Company
elects to reserve such Securities for distribution to the holders upon
conversion of the Warrants so that any such holder converting Warrants will
receive upon such conversion, in addition to the shares of Common Stock to which
such holder is entitled, the amount and kind of such Securities which such
holder would have received if such holder had converted its Warrants into Common
Stock immediately prior to the Record Date (as defined in Section 9(f) of this
Warrant) for such distribution of the Securities then, in each such case, the
Exercise Price shall be reduced so that the same shall be equal to the price
determined by multiplying the Exercise Price in effect immediately prior to the
close of business on the Record Date with respect to such distribution by a
fraction of which the numerator shall be the Current Market Price (as defined in



                                      -11-
<PAGE>
Section 9(f) of this Warrant) on such date less the fair market value (as
determined in good faith by the Company's Board of Directors, whose
determination shall be conclusive) on such date of the portion of the Securities
so distributed applicable to one share of Common Stock and the denominator shall
be such Current Market Price, such reduction to become effective immediately
prior to the opening of business on the day following the Record Date; provided,
however, that in the event the then fair market value (as so determined) of the
portion of the Securities so distributed applicable to one share of Common Stock
is equal to or greater than the Current Market Price on the Record Date, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
holder shall have the right to receive upon conversion of a Warrant (or any
portion thereof) the amount of Securities such holder would have received had
such holder converted such Warrant (or portion thereof) immediately prior to
such Record Date.

        In the event that such dividend or distribution is not so paid or made,
the Exercise Price shall again be adjusted to be the Exercise Price which would
then be in effect if such dividend or distribution had not been declared. If a
majority of the independent members of the Company's Board of Directors
determines the fair market value of any distribution for purposes of this
Section 9(d) by reference to the actual or when issued trading market for any
securities comprising all or part of such distribution, it must in doing so
consider the prices in such market over the same period (the "Reference Period")
used in computing the Current Market Price pursuant to Section 9(f) of this
Warrant to the extent possible, unless a majority of the independent members of
the Company's Board of Directors determines in good faith that determining the
fair market value during the Reference Period would not be in the best interest
of the holders.

        In the event that the Company implements a new shareholder rights plan,
such rights plan shall provide that upon exercise of the Warrants the holders
will receive, in addition to the Common Stock issuable upon such exercise, the
rights issued under such rights plan (as if the holder had exercised the Warrant
prior to implementing the rights plan and notwithstanding the occurrence of an
event causing such rights to separate from the Common Stock at or prior to the
time of exercise). Any distribution of rights or warrants pursuant to a
shareholder rights plan complying with the requirements set forth in the
immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants for the purposes of this Section 9(d).

        Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"), (i) are deemed to be transferred with such shares of Common
Stock, (ii) are not exercisable, and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 9(d) (and no adjustment to the Exercise Price under
this Section 9(d) will be required) until the occurrence of the earliest Trigger
Event. If such right or warrant is subject to subsequent events, upon the
occurrence of which such right or warrant shall become exercisable to purchase
different securities, evidences of indebtedness or other assets or entitle the
holder to purchase a different number or amount of the foregoing or to purchase
any of the foregoing at a different purchase price, then the occurrence of each
such event shall be deemed to be the date of issuance and record date with
respect to a new right or warrant (and a termination or expiration of the
existing right or warrant without exercise by the holder thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or



                                      -12-
<PAGE>
warrants, or any Trigger Event or other event (of the type described in the
preceding sentence) with respect thereto, that resulted in an adjustment to the
Exercise Price under this Section 9(d), (1) in the case of any such rights or
warrants that shall all have been redeemed or repurchased without exercise by
any holders thereof, the Exercise Price shall be readjusted upon such final
redemption or repurchase to give effect to such distribution or Trigger Event,
as the case may be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder of Common Stock with
respect to such rights or warrants (assuming such holder had retained such
rights or warrants), made to all holders of Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants all of
which shall have expired or been terminated without exercise, the Exercise Price
shall be readjusted as if such rights and warrants had never been issued.

        For purposes of this Section 9(d) and Sections 9(a) and (c) of this
Warrant, any dividend or distribution to which this Section 9(d) is applicable
that also includes shares of Common Stock, or rights or warrants to subscribe
for or purchase shares of Common Stock to which Sections 9(a) or (c) of this
Warrant apply (or both), shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, assets, shares of capital stock,
rights or warrants other than such shares of Common Stock or rights or warrants
to which Section 9(c) of this Warrant applies (and any Exercise Price reduction
required by this Section 9(e) with respect to such dividend or distribution
shall then be made) immediately followed by (2) a dividend or distribution of
such shares of Common Stock or such rights or warrants (and any further Exercise
Price reduction required by Sections 9(a) and (c) of this Warrant with respect
to such dividend or distribution shall then be made, except (A) the Record Date
of such dividend or distribution shall be substituted as "the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution," "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 9(a) of this Warrant and as "the date fixed for
the determination of shareholders entitled to receive such rights or warrants,"
"the Record Date fixed for the determination of the shareholders entitled to
receive such rights or warrants" and "such Record Date" within the meaning of
Section 9(c) of this Warrant and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
9(a) of this Warrant.

        (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 10 of this Warrant applies or as
part of a distribution referred to in Section 9(d) of this Warrant), in an
aggregate amount that, combined together with (1) the aggregate amount of any
other such distributions to all holders of its Common Stock made exclusively in
cash within the twelve (12) months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to this Section
9(e) has been made, and (2) the aggregate of any cash plus the fair market value
(as determined in good faith by the Company's Board of Directors, whose
determination shall be final, binding and conclusive) of consideration payable
in respect of any tender offer by the Company or any of its subsidiaries for all
or any portion of the Common Stock concluded within the twelve (12) months
preceding the date of payment of such distribution exceeds ten percent (10%) of
the product of the Current Market Price (determined as provided in Section 9(f)
of this Warrant) on the Record Date with respect to such distribution times the
number of shares of Common Stock outstanding on such date, then, and in each
such case, immediately after the close of



                                      -13-
<PAGE>
business on such date, the Exercise Price shall be reduced so that the same
shall equal the price determined by multiplying the Exercise Price in effect
immediately prior to the close of business on such Record Date by a fraction (i)
the numerator of which shall be equal to the Current Market Price on the Record
Date less an amount equal to the quotient of (x) such combined amount and (y)
the number of shares of Common Stock outstanding on the Record Date and (ii) the
denominator of which shall be equal to the Current Market Price on such date;
provided, however, that in the event the portion of the cash so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price of the Common Stock on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each holder shall have the
right to receive upon exercise of a Warrant (or any portion thereof) the amount
of cash such holder would have received had such holder exercised such Warrant
(or portion thereof) immediately prior to such Record Date. In the event that
such dividend or distribution is not so paid or made, the Exercise Price shall
again be adjusted to be the Exercise Price that would then be in effect if such
dividend or distribution had not been declared.

        (f) For purposes of this Section 9, the following terms shall have the
meaning indicated:

               (1) "Closing Sale Price" with respect to any securities on any
day shall mean the closing sale price regular way on such day or, in case no
such sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in each case on the Principal Market, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the average of the closing bid and asked prices of such
security on the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or if not so available, in such manner as furnished by any
New York Stock Exchange member firm selected from time to time by the Company's
Board of Directors for that purpose, whose determination shall be conclusive.

               (2) "Current Market Price" shall mean the average of the daily
Closing Sale Prices per share of Common Stock for the ten (10) consecutive
Trading Days immediately prior to the date in question; provided, however, that
(1) if the "ex" date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the Exercise Price pursuant to Section 9(a), (b), (c), (d) or (e) of this
Warrant occurs during such ten (10) consecutive Trading Days, the Closing Sale
Price for each Trading Day prior to the "ex" date for such other event shall be
adjusted by multiplying such Closing Sale Price by the same fraction by which
the Exercise Price is so required to be adjusted as a result of such other
event, (2) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Exercise Price pursuant to Section 9(a), (b), (c), (d) or (e) of this Warrant
occurs on or after the "ex" date for the issuance or distribution requiring such
computation and prior to the day in question, the Closing Sale Price for each
Trading Day on and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Sale Price by the reciprocal of the fraction by which
the Exercise Price is so required to be adjusted as a result of such other
event, and (3) if the "ex" date for the issuance or distribution requiring such
computation is prior to the day in question, after taking into account any
adjustment required pursuant to clause (1) or (2) of this proviso, the Closing
Sale Price for each Trading Day on or after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the fair market value (as determined
in good faith by the Company's Board of Directors in a manner consistent with
any determination of such value for



                                      -14-
<PAGE>
purposes of Section 9(d) of this Warrant, whose determination shall be
conclusive) of the evidences of indebtedness, shares of capital stock or assets
being distributed applicable to one share of Common Stock as of the close of
business on the day before such "ex" date.

               (3) "fair market value" shall mean the amount which a willing
buyer would pay a willing seller in an arm's length transaction.

               (4) "Record Date" shall mean, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other applicable security) is exchanged for or converted into
any combination of cash, securities or other property, the date fixed for
determination of shareholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

        (g) The Company may make such reductions in the Exercise Price, in
addition to those required by Sections 9(a), (b), (c), (d) or (e) of this
Warrant, as the Board of Directors considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

        (h) To the extent permitted by applicable law, the Company from time to
time may reduce the Exercise Price by any amount for any period of time if the
period is at least twenty (20) days, the reduction is irrevocable during such
period and the Board of Directors shall have made a determination that such
reduction would be in the best interests of the Company, which determination
shall be conclusive and described in a Board Resolution. Whenever the Exercise
Price is reduced pursuant to the preceding sentence, the Company shall mail to
the holder of each Warrant at his last address in the Warrant Register a notice
of the reduction at least fifteen (15) days prior to the date the reduced
Exercise Price is to take effect, and such notice shall state the reduced
Exercise Price and the period during which it will be in effect.

        (i) No adjustment in the Exercise Price shall be required under this
Section 9 unless such adjustment would require an increase or decrease of at
least one percent (1%) in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 9(i) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 9 shall be made by the Company and shall be
made to the nearest cent or to the nearest one hundredth of a share, as the case
may be. No adjustment need be made for a change in the no par value of the
Common Stock.

        (j) Notice to Holders of Warrants Prior to Certain Actions. In case:

               (1) the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require an adjustment in the
Exercise Price pursuant to this Section 9; or

               (2) the Company shall authorize the granting to the holders of
its Common Stock of rights or warrants to subscribe for or purchase any share of
any class or any other rights or warrants; or




                                      -15-
<PAGE>
               (3) of any reclassification of the Common Stock of the Company
(other than a subdivision or combination of its outstanding Common Stock, or a
change from no par value to par value), or of any consolidation or merger to
which the Company is a party and for which approval of any shareholders of the
Company is required, or of the sale and transfer of all or substantially all of
the assets of the Company; or

               (4) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

        the Company shall mail to the holder at such address appearing in the
Warrant Register as promptly as possible but in any event at least fifteen (15)
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. In addition, whenever the Exercise Price
is adjusted as provided in this Section 9, the Company shall prepare a notice of
such adjustment of the Exercise Price setting forth the adjusted Exercise Price
and the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Exercise Price to the holder of each Warrant at
his last address in the Warrant Register within twenty (20) days of the
effective date of such adjustment. Failure to deliver such notice shall not
effect the legality or validity of any such adjustment.

        (k) In any case in which this Section 9 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the holder of any
Warrant exercised after such Record Date and before the occurrence of such event
the additional shares of Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the Common Stock issuable
upon such conversion before giving effect to such adjustment and (ii) paying to
such holder any amount in cash in lieu of any fraction pursuant to Section 2(c)
of this Warrant.

        (l) For purposes of this Section 9, the number of shares of Common Stock
at any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

        (m) Upon each adjustment of the Exercise Price pursuant to this Section
9, each Warrant shall thereupon evidence the right to purchase that number of
shares of Common Stock (calculated to the nearest hundredth of a share) obtained
by multiplying the number of shares of Common Stock purchasable immediately
prior to such adjustment upon exercise of the Warrant by the Exercise Price in
effect immediately prior to such adjustment and dividing the product so obtained
by the Exercise Price in effect immediately after such adjustment. The
adjustment pursuant to this



                                      -16-
<PAGE>
Section 9(m) to the number of shares of Common Stock purchasable upon exercise
of a Warrant shall be made each time an adjustment of the Exercise Price is made
pursuant to this Section 9 (or would be made but for Section 9(k) of this
Warrant).

SECTION 10. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any of
the following events occur, namely (i) any reclassification or change of the
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination), (ii) any consolidation, merger or combination of
the Company with another person as a result of which holders of Common Stock
shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock (other
than as a result of a change in name, a change in par value or a change in the
jurisdiction of incorporation), (iii) any statutory exchange, as a result of
which holders of Common Stock generally shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock (such transaction, a "Statutory Exchange"), (iv)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other person as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
then the Company or the successor or purchasing person, as the case may be,
shall issue a replacement Warrant providing that such Warrant shall be
exercisable for the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, Statutory Exchange, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
exercise of such Warrants (assuming, for such purposes, a sufficient number of
authorized shares of Common Stock available for issuance upon exercise of all
such Warrants) immediately prior to such reclassification, change,
consolidation, merger, combination, Statutory Exchange, sale or conveyance
assuming such holder of Common Stock did not exercise his rights of election, if
any, that holders of Common Stock who were entitled to vote or consent to such
transaction had as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger, combination, Statutory Exchange,
sale or conveyance (provided that, if the kind or amount of securities, cash or
other property receivable upon such consolidation, merger, combination,
Statutory Exchange, sale or conveyance is not the same for each share of Common
Stock in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 10 the kind and
amount of securities, cash or other property receivable upon such consolidation,
merger, combination, Statutory Exchange, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such replacement Warrant shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 9 of this Warrant. If, in
the case of any such reclassification, change, consolidation, merger,
combination, Statutory Exchange, sale or conveyance, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
shall include shares of stock or other securities and assets of a corporation
other than the successor or purchasing person, as the case may be, in such
reclassification, change, consolidate, merger, combination, Statutory Exchange,
sale or conveyance, then such replacement Warrant shall also be executed by such
other person and shall contain such additional provisions to protect the
interests of the holder of the Warrants as the Company's Board of Directors
shall reasonably consider necessary by reason of the foregoing. The



                                      -17-
<PAGE>
Exercise Price for the stock and other securities, property and assets
(including cash) so receivable upon such event shall be an amount equal to the
Exercise Price immediately prior to such event.

        The Company shall mail such replacement Warrant to each holder of
Warrants, at such holder's address appearing in the Warrant Register within
twenty (20) days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such replacement Warrant.

        The above provisions of this Section 10 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

        If this Section 10 applies to any event or occurrence, Section 9 of this
Warrant shall not apply.

SECTION 11. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In case:

        (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock; or

        (b) the Company shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any share of any
class or any other rights or warrants; or

        (c) of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding Common Stock or a change
from no par value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

        (d) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

        the Company shall mail to each holder of Warrants at its address
appearing on the Warrant Register as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

SECTION 12. LOST, STOLEN, MUTILATED OR DESTROYED WARRANTS. If this Warrant is
lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt of
an indemnification undertaking or other form of security reasonably acceptable
to the Company (or in the case of a mutilated Warrant,



                                      -18-
<PAGE>
the Warrant), issue a new Warrant of like denomination and tenor as this Warrant
so lost, stolen, mutilated or destroyed. Notwithstanding the foregoing, if this
Warrant is lost by, stolen from or destroyed by the original holder hereof, the
affidavit of such original holder setting forth the circumstances of such loss,
theft or destruction shall be accepted as satisfactory evidence thereof, and no
indemnification bond or other security shall be required by the Company as a
condition to the execution and delivery by the Company of a new Warrant to such
original holder other than such original holder's unsecured written agreement to
indemnify the Company solely for losses actually incurred by the Company as a
direct consequence of the loss, theft or destruction of the Warrant.

SECTION 13. NOTICE. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Warrant must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile; or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. If
notice is to be sent to the Company, the holder shall use its reasonable best
efforts to provide additional copies to the individuals listed below; provided,
however, that the failure of such holder to send such additional copies shall in
no way limit the effectiveness of any notice sent to the Company to the
attention of Chief Financial Officer as provided for below. The addresses and
facsimile numbers for such communications shall be:

               If to the Company:

                             Xicor, Inc.
                             1511 Buckeye Drive
                             Milpitas, California 95035-7431
                             Telephone: (408) 546-3507
                             Facsimile: (408) 546-3406
                             Attention: Ms. Gerri N. Hench,
                                        Vice President of Finance

               with a copy to:

                             Wilson Sonsini Goodrich & Rosati, P.C.
                             650 Page Mill Road
                             Palo Alto, California  94304
                             Telephone: (650) 320-4644
                             Facsimile: (650) 493-6811
                             Attention: Page Mailliard, Esq.
                                        Don S. Williams, Esq.




                                      -19-
<PAGE>
               If to the Transfer Agent:

                             American Stock Transfer & Trust Company
                             6201 15th Avenue, 3rd Floor
                             Brooklyn, New York  11219
                             Telephone: (212) 936-5100
                             Facsimile: (718) 921-8355
                             Attention: Joe Alicia

        If to a holder of this Warrant, to it at the address and facsimile
number set forth on the Schedule of Buyers to the Securities Purchase Agreement,
with copies to such holder's representatives as set forth on such Schedule of
Buyers, or at such other address and facsimile as shall be delivered to the
Company upon the issuance or transfer of this Warrant. Each party shall provide
five days' prior written notice to the other party of any change in address or
facsimile number. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

SECTION 14. AMENDMENTS. This Warrant and any term hereof may be amended,
changed, waived, discharged, or terminated only by an instrument in writing
signed by the Company and holders of a majority of Warrant Shares represented by
all Warrants. Such amendment, change, waiver, discharge or termination shall be
binding on the Company and all of the Warrant holder's assignees and
transferees; provided, however, that no such action may increase the Exercise
Price or decrease the number of shares or class of stock issuable upon exercise
of any Warrants without the written consent of the holder of such Warrant. No
waivers of any term, condition or provision of this Warrant in any one or more
instances shall be deemed to be or construed as a further or continuing waiver
of any such term, condition or provision.

SECTION 15. GOVERNING LAW; JURISDICTION; JURY TRIAL. The corporate laws of the
State of California shall govern all issues concerning the relative rights of
the Company and its shareholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Warrant and agrees that
such service shall



                                      -20-
<PAGE>
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Warrant shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Warrant in that jurisdiction or the validity or enforceability
of any provision of this Warrant in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

SECTION 16. DESCRIPTIVE HEADINGS. The headings of this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.



                                      -21-
<PAGE>
        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of day and year first above written.

                                       "COMPANY"

                                       XICOR, INC.

                                       By:  /s/ Louis DiNardo
                                            ------------------------------------
                                       Its: Louis DiNardo, President and Chief
                                            Executive Officer
                                            ------------------------------------



                                      S-1
<PAGE>
                              EXHIBIT A TO WARRANT

                             FORM OF EXERCISE NOTICE

        The undersigned holder hereby exercises the right to purchase
______________ of the shares of Common Stock ("Warrant Shares") of XICOR, INC.,
a California corporation (the "Company"), evidenced by the attached Warrant (the
"Warrant"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

        1. Form of Exercise Price. The Holder intends that payment of the
Exercise Price shall be made as:

               ______  "Cash Exercise" with respect to ________ Warrant Shares;
                       and/or

               ______  "Cashless Exercise" with respect to ______ Warrant
                       Shares (to the extent permitted by the terms of the
                       Warrant).

        2. Payment of Exercise Price. In the event that the holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the sum of $___________________ to the
Company in accordance with the terms of the Warrant.

        3. Delivery of Warrant Shares. The holder of this warrant has sold or
will sell the shares of common stock issuable pursuant to this Notice pursuant
to a registration statement or an exemption from registration under the
Securities Act of 1933, as amended.

        4. Private Placement Representations. The holder of this Warrant
confirms the continuing validity of, and reaffirms as of the date hereof, its
representations and warranties set forth in Section 7 of the Warrant.


Date: _______________, ____


----------------------------------     -----------------------------------------
Name of Registered Holder              Tax ID of Registered Holder
                                       (if applicable)



By:
   -------------------------------
Its:
    ------------------------------



                                      A-1
<PAGE>
                                 ACKNOWLEDGMENT

        The Company hereby acknowledges this Exercise Notice and hereby directs
American Stock Transfer & Trust Company to issue the above indicated number of
shares of Common Stock in accordance with the Irrevocable Transfer Agent
Instructions dated November 19, 2001 from the Company and acknowledged and
agreed to by [_____________].

                                       XICOR, INC.

                                       By:
                                           -------------------------------------
                                       Its:
                                           -------------------------------------



                                       A-2

<PAGE>
                              EXHIBIT B TO WARRANT

                               FORM OF ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of XICOR, INC., a California
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.

Dated:  _________, 200_


                                       -----------------------------------------
                                       By:
                                           -------------------------------------
                                       Its:
                                           -------------------------------------





                                      B-1