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                                                                     EXHIBIT 4.3



                                WARRANT AGREEMENT

         This WARRANT AGREEMENT, dated as of January 2, 2002 (this "AGREEMENT"),
is made and entered into by and between Alderwoods Group, Inc., a Delaware
corporation (the "COMPANY"), and Wells Fargo Bank Minnesota, National
Association, a national banking association (the "WARRANT AGENT").

                                    RECITALS

         A. A plan of reorganization of the Company, its parent corporation and
certain of their debtor subsidiaries (the "PLAN") proposed by the Company was
confirmed by the United States Bankruptcy Court for the District of Delaware on
December 5, 2001.

         B. The Plan provides for the execution and delivery of this Agreement
by the Company.

         C. The Company desires to issue the Warrants (as defined below) on the
terms and subject to the conditions herein set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto hereby agree as follows:

         1.  ISSUANCE OF WARRANTS; FORM OF WARRANTS.

         1.1 ISSUANCE OF WARRANTS. On the terms and subject to the conditions
set forth in the Plan, (a) the Company will issue and deliver to (i) holders of
Allowed Claims in Class 8, (ii) holders of Allowed Claims in Divisions A, B, F,
G and H of Class 11, and (iii) if Class 19 accepts the Plan, Loewen Group
Capital, L.P. ("LGCLP"), the holder of Allowed Claims in Class 9 (as such terms
are defined in the Plan), an aggregate of up to 2,992,000 (subject to increase
as a result of the application of the rounding provisions set forth in Section
VI.H.3.a of the Plan) warrants (the "WARRANTS"), each Warrant initially
representing the right to purchase one share of Common Stock (as defined below),
and (b) immediately after the issuance of Warrants, if any, to LGCLP as
contemplated by clause (a), the Company and the Warrant Agent will effect the
transfer and delivery of such Warrants from LGCLP to the holders of Allowed
Interests and Claims in Class 19 (as such terms are defined in the Plan). The
purchase price per Warrant Share (as defined below) payable upon the exercise of
a Warrant (the "WARRANT PRICE") will initially be $25.76. The shares of Common
Stock purchasable upon exercise of the Warrants are hereinafter referred to as
the "WARRANT SHARES." The Warrant Price and the number and kind of Warrant
Shares purchasable upon exercise of the Warrants are subject to adjustment
pursuant to the provisions of SECTION 4.

         1.2 FORM OF WARRANTS. Each Warrant, including without limitation any
Warrants that may be issued upon partial exercise, replacement or transfer of
Warrants, will be evidenced by, and subject to the terms of, a Warrant
certificate (including the Form of Exercise Notice and

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Form of Assignment to be printed on the reverse thereof, a "WARRANT
CERTIFICATE") in substantially the form of EXHIBIT A, with such changes, such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law or with any rule or regulation made
pursuant thereto.

         1.3 COUNTERSIGNATURE OF WARRANTS. The Warrant Certificates will be
executed on behalf of the Company by the manual or facsimile signature of its
Chairman, Chief Executive Officer, President or any Vice President, and attested
by its Secretary or any Assistant Secretary. The Warrant Certificates will be
countersigned by the Warrant Agent manually and will not be valid for any
purpose unless so countersigned. In case any officer of the Company who has
signed any of the Warrant Certificates ceases to be such officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the
Company, such Warrant Certificates, nevertheless, may be countersigned by the
Warrant Agent, and issued and delivered by the Company with the same force and
effect as though the person who signed such Warrant Certificates had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Warrant Certificate, is a proper officer of the Company to sign such
Warrant Certificate, although on any other date such person was not such an
officer.

         1.4 REGISTRATION OF WARRANTS. The Warrant Agent will keep or cause to
be kept, at the principal office of the Warrant Agent designated for such
purpose, books for registration and transfer of the Warrant Certificates issued
hereunder. Such books will show the names and addresses of the respective
holders of the Warrant Certificates, the number of Warrants evidenced on its
face by each of the Warrant Certificates and the date of each of the Warrant
Certificates. The Company and the Warrant Agent will be entitled to treat the
registered holder of any Warrant Certificate (the "HOLDER") as the sole owner of
the Warrants represented by such Warrant Certificate for all purposes and will
not be bound to recognize any equitable or other claim or interest in such
Warrants on the part of any other person. Neither the Company nor the Warrant
Agent will be liable for any registration of transfer of any Warrants that are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary.

         2. TRANSFER AND EXCHANGE OF WARRANTS.

         2.1 TRANSFER AND EXCHANGE. Any Warrant Certificate may be transferred,
split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates entitling the Holder thereof to purchase a like aggregate number of
Warrant Shares as the Warrant Certificate or Warrant Certificates surrendered
then entitled such Holder (or former Holder in the case of a transfer) to
purchase. Any Holder desiring to transfer, split up, combine or exchange any
such Warrant Certificate will make such request in writing delivered to the
Warrant Agent, and will surrender the Warrant Certificate or Warrant
Certificates to be transferred, split up, combined or exchanged, with the Form
of Assignment duly executed by the Holder thereof, at the principal office of
the Warrant Agent designated for such purpose. Thereupon or as promptly as
practicable thereafter, the Company will prepare, execute and deliver to the
Warrant Agent, and the Warrant Agent will countersign and deliver, a Warrant
Certificate or Warrant Certificates, as the case may be, as so requested.
Neither the Company nor the Warrant Agent will be required to issue or deliver
any Warrant Certificates in connection with any transfer, split up, combination


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or exchange of Warrants or Warrant Certificates unless and until the person or
persons requesting the issuance or delivery thereof has paid to the Warrant
Agent the amount of any tax or governmental charge that may be payable in
connection with such transfer, split up, combination or exchange or has
established to the satisfaction of the Warrant Agent that any tax or
governmental charge has been paid. Holders will not be required to pay any other
charge in connection with the transfer, split up, combination or exchange of
Warrants.

         2.2 LOST, STOLEN, AND MUTILATED WARRANT CERTIFICATES. Upon (a) receipt
by the Company and the Warrant Agent of (i) evidence satisfactory to the Company
and the Warrant Agent of the loss, theft, mutilation or destruction of a Warrant
Certificate and (ii) security or indemnity as may be required by the Company or
the Warrant Agent of all reasonable expenses incidental thereto, and (b)
surrender to the Warrant Agent and cancellation of the Warrant Certificate if
mutilated, the Company will prepare, execute and deliver a new Warrant
Certificate of like tenor to the Warrant Agent and the Warrant Agent will
countersign and deliver such new Warrant Certificate to the Holder in lieu of
the Warrant Certificate so lost, stolen, mutilated or destroyed.

         2.3 PAYMENT OF TAXES. The Company will pay all documentary or stamp
taxes, if any, attributable to the initial issuance and transfer of the Warrants
pursuant to the first sentence of SECTION 1.1 and the initial issuance of the
Warrant Shares upon the exercise of Warrants; PROVIDED, HOWEVER, that the
Company's obligations in this regard will in all events be conditioned upon the
Holder cooperating with the Company and the Warrant Agent in any reasonable
arrangement designed to minimize or eliminate any such taxes. Neither the
Company nor the Warrant Agent will be required to pay any tax or governmental
charge that may be payable in connection with any transfer, split up,
combination or exchange of Warrants or Warrant Certificates.

         2.4 CANCELLATION AND DESTRUCTION OF WARRANT CERTIFICATES. All Warrant
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange will, if surrendered to the Company, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the
Warrant Agent, will be canceled by it, and no Warrant Certificates will be
issued in lieu thereof except as expressly permitted by this Agreement. The
Company will deliver to the Warrant Agent for cancellation and retirement, and
the Warrant Agent will so cancel and retire, any other Warrant Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.
The Warrant Agent will destroy such canceled Warrant Certificates and deliver a
certificate of destruction thereof to the Company.

         3.  EXERCISE OF WARRANTS.

         3.1 EXERCISE OF WARRANTS. (a) Warrants may be exercised by the Holder
thereof, in whole or in part, at any time and from time to time after the date
hereof and prior to 5:00 p.m., New York City time on the fifth anniversary of
the date hereof (the "EXPIRATION DATE") by delivering to the Warrant Agent, at
its principal office designated for such purpose, the following:

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             (i) the Warrant Certificate or Warrant Certificates representing
         the Warrants to be exercised, with the Form of Exercise Notice duly
         executed by the Holder thereof; and

             (ii) cash, a certified or bank cashier's check payable to the order
         of the Company, or a wire transfer to an account designated by the
         Company, in each case in an amount equal to the product of (A) the
         number of Warrant Shares purchasable upon the exercise of the Warrants
         designated for exercise in the Form of Exercise Notice and (B) the
         Warrant Price.

             (a) As promptly as practicable after an exercise of Warrants in
         accordance with SECTION 3.1(a), and in any event within 10 Business
         Days (as defined below) after such exercise, the Warrant Agent will (i)
         requisition from any transfer agent for the Common Stock (or make
         available, if the Warrant Agent is the transfer agent) certificates
         representing the number of Warrant Shares to be purchased (and the
         Company hereby irrevocably authorizes and directs its transfer agent to
         comply with all such requests), (ii) after receipt of such
         certificates, cause the same to be delivered to or upon the order of
         the Holder exercising such Warrants, registered in such name or names
         as may be designated by such Holder, (iii) when appropriate,
         requisition from the Company the amount of cash to be paid in lieu of
         the issuance of fractional Warrant Shares in accordance with the
         provisions of SECTION 5, and (iv) when appropriate, after receipt,
         deliver such cash to or upon the order of the Holder exercising such
         Warrants.

             (b) If the number of Warrants represented by a Warrant Certificate
         are not exercised in full, the Company will prepare, execute and
         deliver to the Warrant Agent a new Warrant Certificate evidencing
         Warrants equivalent to such Warrants remaining unexercised and the
         Warrant Agent will countersign and deliver such new Warrant Certificate
         to or upon the order of the Holder exercising such Warrants, registered
         in such name or names as may be designated by such Holder.

             (c) The Company will take all such action as may be necessary to
         ensure that all Warrant Shares delivered upon exercise of Warrants, at
         the time of delivery of the certificates for such Warrant Shares, will
         (subject to payment of the Warrant Price) be duly and validly
         authorized and issued, fully paid and nonassessable and, if shares of
         Common Stock are then listed on any national securities exchange (as
         defined in the Securities Exchange Act of 1934, as amended) or
         qualified for quotation on The Nasdaq Stock Market, Inc., will be duly
         listed or qualified for quotation thereon, as the case may be.

             (d) In the event that the Company is obligated to pay cash in lieu
         of fractional Warrant Shares pursuant to SECTION 5 in connection with
         any exercise of Warrants, it will make all arrangements necessary so
         that such cash is available for distribution by the Warrant Agent, if
         and when appropriate.

             (e) The Company will pay all expenses, taxes and other charges
         payable in connection with the preparation, issuance and delivery of
         certificates representing Warrant Shares or Warrant Certificates
         representing unexercised Warrants in connection


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         with any exercise of Warrants in accordance with SECTION 3.1(a), except
         that, if any such certificates representing Warrant Shares or any such
         Warrant Certificates are to be registered in a name or names other than
         that of the Holder at the time of any such exercise of Warrants, funds
         sufficient to pay all transfer or similar taxes payable as a result of
         such transfer shall be paid by the Holder at the time of such exercise
         or promptly upon receipt of a written request of the Company for
         payment thereof. In connection with any exercise of Warrants in
         accordance with SECTION 3.1(a), the Warrants will be deemed to have
         been exercised, any certificate representing Warrant Shares or any
         Warrant Certificate issued on account thereof will be deemed to have
         been issued, and the person in whose name any such certificate or
         Warrant Certificate is issued will be deemed for all purposes to have
         become a holder of record of the Warrant Shares or Warrants, as the
         case may be, represented thereby as of the date of such exercise.

         3.2 CERTAIN DEFINITIONS. For purposes of this Agreement, (a) the term
"BUSINESS DAY" means any day other than a Saturday, Sunday or a day on which
banking institutions in the state of New York are authorized or obligated by law
or executive order to close and (b) the term "TRADING DAY" means any day on
which shares of Common Stock are traded on the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading
or, if shares of Common Stock are not so listed or admitted to trading, in the
over-the-counter market.

         4. ADJUSTMENTS OF WARRANT PRICE AND WARRANT SHARES. The Warrant Price
and the number and kind of Warrant Shares purchasable upon exercise of the
Warrants will be subject to adjustment from time to time upon the occurrence of
certain events as provided in this SECTION 4.

         4.1 MECHANICAL ADJUSTMENTS. The Warrant Price and the number and kind
of Warrant Shares purchasable upon exercise of a Warrant will be subject to
adjustment as follows:

             (a) Subject to SECTION 4.1(f), if the Company (i) pays a dividend
         or otherwise distributes to holders of its Common Stock, as such,
         shares of its capital stock (whether Common Stock or capital stock of
         any other class), (ii) subdivides its outstanding shares of Common
         Stock into a greater number of shares of Common Stock, (iii) combines
         its outstanding shares of Common Stock into a smaller number of shares
         of Common Stock, or (iv) issues any shares of its capital stock in a
         reclassification of its outstanding shares of Common Stock (including
         any such reclassification in connection with a consolidation, merger or
         other business combination transaction in which the Company is the
         continuing or surviving corporation), then the number and kind of
         Warrant Shares purchasable upon exercise of each Warrant immediately
         prior thereto will be adjusted so that the Holder of each Warrant will
         be entitled to receive (A) in the case of a dividend or distribution,
         the sum of (1) the number of Warrant Shares that, if such Warrant had
         been exercised immediately prior to such adjustment, such Holder would
         have received upon such exercise and (2) the number and kind of
         additional shares of capital stock that such Holder would have been
         entitled to receive as a result of such dividend or distribution by
         virtue of its ownership of such Warrant Shares, (B) in the case of a
         subdivision or combination, the number of Warrant Shares that, if such
         Warrant had been exercised immediately prior to such adjustment, such
         Holder would have received upon such exercise, adjusted to give effect
         to such subdivision or combination as if such Warrant



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         Shares had been subject thereto, or (C) in the case of an issuance in a
         reclassification, the sum of (1) the number of Warrant Shares that, if
         such Warrant had been exercised immediately prior to such adjustment,
         such Holder would have received upon such exercise and retained after
         giving effect to such reclassification as if such Warrants Shares had
         been subject thereto and (2) the number and kind of additional shares
         of capital stock that such Holder would have been entitled to receive
         as a result of such reclassification as if such Warrant Shares had been
         subject thereto. An adjustment made pursuant to this paragraph (a), in
         the case of a dividend or distribution, will be made whenever such
         dividend or distribution is made and, at such time, will become
         effective retroactive to the time that is immediately after the record
         date for the determination of stockholders entitled to receive such
         dividend or distribution and, in the case of a subdivision, combination
         or reclassification, will make each become effective immediately after
         the effective date of such subdivision, combination or
         reclassification.

             (b) Subject to SECTION 4.1(f), if the Company distributes to
         holders of its Common Stock, as such, (i) evidences of indebtedness or
         assets (excluding regular cash dividends or cash distributions payable
         out of surplus or net profits legally available therefor or those
         distributions described in SECTION 4(a)) of the Company or any
         corporation or other legal entity a majority of the voting equity
         securities or equity interests of which are owned, directly or
         indirectly, by the Company (a "SUBSIDIARY"), (ii) shares of capital
         stock of any Subsidiary, (iii) securities convertible into or
         exchangeable for capital stock of the Company (including Common Stock
         or capital stock of any other class) or any Subsidiary, or (iv) any
         rights, options or warrants to purchase any of the foregoing (excluding
         those described in SECTION 4.1(c)), then the number of Warrant Shares
         thereafter purchasable upon exercise of each Warrant will be adjusted
         to the number that results from multiplying the number of Warrant
         Shares purchasable upon the exercise of each Warrant immediately prior
         to such adjustment by a fraction (not to be less than one), the
         numerator of which will be the Current Market Price (as defined below)
         per share of Common Stock on the record date for such distribution, and
         the denominator of which will be such Current Market Price per share of
         Common Stock less the fair value (as determined in good faith by the
         Board of Directors of the Company, whose determination will be
         conclusive if based on the financial advice of a nationally recognized
         investment banking firm) of the portion of the evidences of
         indebtedness, assets, securities or rights, options or warrants so
         distributed on account of one share of Common Stock. Such adjustment
         will be made whenever any such distribution is made and, at such time,
         will become effective retroactive to the time that is immediately after
         the record date for the determination of stockholders entitled to
         receive such distribution. Except as provided in SECTION 4.1(i), no
         further adjustments of the number of Warrant Shares will be made upon
         the actual conversion or exchange of such convertible or exchangeable
         securities or upon the actual exercise of such rights, options or
         warrants. If the fair value (as so determined) of the portion of the
         evidences of indebtedness, assets, securities or rights, options or
         warrants so distributed on account of one share of Common Stock is
         equal to or greater than the Current Market Price per share of Common
         Stock on the record date for such distribution, in lieu of the
         foregoing adjustment, then provision will be made so that the Holder of
         each Warrant will be entitled to receive the sum of (A) the number of
         Warrant Shares that, if such Warrant had been exercised immediately
         prior to such record date, such Holder would have received



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         upon exercise and (B) such evidences of indebtedness, assets,
         securities or rights, options or warrants that such Holder would have
         been entitled to receive as a result of such distribution by virtue of
         its ownership of such Warrant Shares.

             (c) Subject to SECTION 4.1(f), if the Company issues rights,
         options or warrants to holders of the outstanding shares of Common
         Stock, as such, entitling the holders of such rights, options or
         warrants to subscribe for or purchase shares of Common Stock at a price
         per share that is lower on the record date mentioned below than the
         Current Market Price per share of Common Stock on such record date,
         then the number of Warrant Shares thereafter purchasable upon the
         exercise of each Warrant will be adjusted to the number that results
         from multiplying the number of Warrant Shares purchasable upon exercise
         of each Warrant immediately prior to such adjustment by a fraction (not
         to be less than one), the numerator of which will be the number of
         shares of Common Stock outstanding on such record date plus the number
         of additional shares of Common Stock offered by such rights, options or
         warrants for subscription or purchase and the denominator of which will
         be the number of shares of Common Stock outstanding on such record date
         plus the number of shares of Common Stock which the aggregate
         subscription or purchase price of the total number of shares of Common
         Stock so offered would purchase at the Current Market Price per share
         of Common Stock on such record date. Such adjustment will be made
         whenever such rights, options or warrants are issued and, at such time,
         will become effective retroactive to the time that is immediately after
         the record date for the determination of stockholders entitled to
         receive such rights, options or warrants. In case such subscription or
         purchase price may be paid in a consideration part or all of which is
         in a form other than cash, the fair value of such consideration will be
         as determined by the Board of Directors of the Company, whose
         determination will be conclusive if based on the financial advice of a
         nationally recognized investment banking firm. Except as provided in
         SECTION 4.1(i), no further adjustments of the number of Warrant Shares
         will be made upon the actual issue of shares of Common Stock upon
         exercise of such rights, options or warrants.

             (d) Subject to SECTION 4.1(f), if the Company issues shares of
         Common Stock, securities convertible into or exchangeable for shares of
         Common Stock or rights, options or warrants entitling the holders of
         such rights, options or warrants to subscribe for or purchase shares of
         Common Stock (excluding shares of Common Stock, convertible or
         exchangeable securities or rights, options or warrants issued in any of
         the transactions described in paragraph (a), (b) or (c) of this SECTION
         4.1) for a purchase price per share of such Common Stock, for a
         conversion or exchange price per share of Common Stock initially
         deliverable upon conversion or exchange of such securities, or for a
         subscription or purchase price per share of Common Stock initially
         deliverable upon exercise of such rights, options or warrants, that is
         less than the Current Market Price per share of Common Stock on the
         date the purchase, conversion, exchange or subscription price of such
         additional shares of Common Stock are first fixed, then the number of
         Warrant Shares thereafter purchasable upon the exercise of each Warrant
         will be adjusted to the number that results from multiplying the number
         of Warrant Shares purchasable upon exercise of each Warrant immediately
         prior to such adjustment by a fraction (not to be less than one), the
         numerator of which will be the number of shares of Common Stock
         outstanding on such date plus the number of additional shares of Common
         Stock so



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         issued or issuable upon such conversion, exchange or exercise, and the
         denominator of which will be the number of shares of Common Stock
         outstanding on such date plus the number of shares of Common Stock
         which the aggregate purchase, conversion, exchange or subscription
         price received or receivable by the Company for such additional shares
         of Common Stock would purchase at the Current Market Price per share of
         Common Stock on such date. Such adjustment will be made and become
         effective immediately after such shares of Common Stock or convertible
         or exchangeable securities are issued. In case such purchase,
         conversion, exchange or subscription price may be paid in a
         consideration part or all of which is in a form other than cash, the
         fair value of such consideration will be as determined by the Board of
         Directors of the Company, whose determination will be conclusive if
         based on the financial advice of a nationally recognized investment
         banking firm. Except as provided in SECTION 4.1(i), no further
         adjustment will be made upon the actual issue of shares of Common Stock
         upon conversion or exchange of such securities convertible into or
         exchangeable for shares of Common Stock or upon exercise of rights,
         options or warrants entitling the holders of such rights, options or
         warrants to subscribe for or purchase shares of Common Stock.

             (e) For purposes of this Agreement, the "CURRENT MARKET PRICE" per
         share of Common Stock on any date will be the average of the daily
         closing prices for 20 consecutive Trading Days commencing 30 Trading
         Days before the date of such computation; PROVIDED, HOWEVER, that in
         the event that the Current Market Price per share of Common Stock is
         determined during a period following the announcement of (i) a dividend
         or distribution on Common Stock payable in shares of Common Stock or
         securities convertible into or exchangeable for shares of Common Stock
         or (ii) any subdivision, combination or reclassification of shares of
         Common Stock, and prior to the expiration of 30 Trading Days after the
         ex-dividend date of such dividend or distribution, or the effective
         date for such subdivision, combination or reclassification, then, and
         in each such case, the Current Market Price per share will be
         appropriately adjusted to take into account ex-dividend trading or to
         reflect the Current Market Price per share per Common Stock equivalent.
         The closing price for each day (the "CLOSING PRICE") will be the last
         sale price, regular way, or, in case no such sale takes place on such
         day, the average of the closing bid and asked prices, regular way, in
         either case as reported in the principal consolidated transaction
         reporting system with respect to securities listed on the principal
         national securities exchange on which shares of Common Stock are listed
         or admitted to trading or, if shares of Common Stock are not listed or
         admitted to trading on any national securities exchange, the last
         quoted price or, if not so quoted, the average of the high bid and low
         asked prices in the over-the-counter market, as reported by The Nasdaq
         Stock Market, Inc. or such other system then in use, or, if on any such
         date shares of Common Stock are not quoted by any such organization,
         the average of the closing bid and asked prices as furnished by a
         professional market maker making a market in shares of Common Stock
         selected by the Board of Directors of the Company. If the Common Stocks
         are not publicly held or not so listed or traded, or are not the
         subject of available bid and asked quotes, "Current Market Price" per
         share will mean the fair value per share as determined in good faith by
         the Board of Directors of the Company.

             (f) No adjustment in the number of Warrant Shares purchasable upon
         the exercise of a Warrant will be required unless such adjustment would
         require an increase



                                        8
<PAGE>

         or decrease in the number of Warrant Shares purchasable upon the
         hypothetical exercise of a Warrant of at least 1%; PROVIDED, HOWEVER,
         that any adjustments which by reason of this paragraph (f) are not
         required to be made currently will be carried forward and made at the
         time and together with the next subsequent adjustment which, together
         with any adjustments so carried forward, would require an increase or
         decrease in the number of Warrant Shares purchasable upon the
         hypothetical exercise of a Warrant of 1% or more. All calculations with
         respect to the number of Warrant Shares will be made to the nearest
         one-thousandth of a share and all calculations with respect to the
         Warrant Price will be to the nearest whole cent. No adjustment in the
         number of Warrant Shares purchasable upon the exercise of a Warrant
         will be made under clause (i) of paragraph (a) of this SECTION 4.1 or
         paragraph (b), (c) or (d) of this SECTION 4.1 if the Company issues or
         distributes to each Holder the shares, rights, options, warrants,
         convertible or exchangeable securities, evidences of indebtedness,
         assets or other securities referred to in the applicable paragraph that
         such Holder would have been entitled to receive had the Warrants been
         exercised prior to the happening of such event or the record date with
         respect thereto (PROVIDED that, in any case in which such Holder would
         have been so entitled to receive a fractional interest in any such
         securities or assets, the Company may distribute to such Holder in lieu
         of such fractional interest cash in an amount equal to the fair value
         of such fractional interest as determined in good faith by the Board of
         Directors of the Company). No adjustment in the number of Warrant
         Shares purchasable upon the exercise of a Warrant will be made on
         account of: (1) any issuance of shares of Common Stock, or of options,
         rights or warrants to purchase, or securities convertible into or
         exchangeable for, shares of Common Stock, pursuant to the Plan, (2) any
         issuance of shares of Common Stock upon the exercise of options, rights
         or warrants or upon the conversion or exchange of convertible or
         exchangeable securities, in either case issued pursuant to the Plan or
         outstanding as of the date hereof, (3) any issuance of shares of Common
         Stock, or of options, rights or warrants, or of other securities,
         pursuant to a share purchase rights plan or any similar plan adopted by
         the Board of Directors of the Company, (4) any issuance of shares of
         Common Stock, or of options, rights or warrants to purchase, or
         securities convertible into or exchangeable for, shares of Common
         Stock, in accordance with any plan for the benefit of the employees or
         Directors of the Company existing as of the date hereof or contemplated
         by the Plan or any other plan adopted by the Directors of the Company
         for the benefit of the employees or Directors of the Company or any of
         its Subsidiaries, (5) any issuance of shares of Common Stock in
         connection with a Company-sponsored plan for reinvestment of dividends
         or interest, (6) any issuance of shares of Common Stock, securities
         convertible into or exchangeable for shares of Common Stock or rights,
         options or warrants entitling the holders of such rights, options or
         warrants to subscribe for or purchase shares of Common Stock pursuant
         to an underwritten public offering, in the case of an issuance of
         shares of Common Stock, for a price per share of Common Stock or, in
         the case of an issuance of convertible or exchangeable securities or
         rights, warrants or options involving a conversion or exchange price
         per share of Common Stock initially deliverable upon conversion or
         exchange of such convertible or exchangeable securities or a
         subscription or purchase price per share of Common Stock initially
         deliverable upon exercise of such rights, options or warrants, as
         applicable, that is equal to or greater than 95% of the Closing Price
         per share of Common Stock on the date the offering, conversion,
         exchange subscription or purchase



                                        9
<PAGE>

         price of such additional shares of Common Stock is first fixed, or (7)
         any issuance of shares of Common Stock or other securities to the
         owners of any entity that is acquired by the Company in an arm's-length
         transaction approved by the Board of Directors of the Company. No
         adjustment in the number of Warrant Shares will be made for a change in
         the par value of the shares of Common Stock.

             (g) Whenever the number of Warrant Shares purchasable upon the
         exercise of each Warrant is adjusted as herein provided, the Warrant
         Price will be adjusted by multiplying the Warrant Price in effect
         immediately prior to such adjustment by a fraction, the numerator of
         which will be the number of Warrant Shares purchasable upon the
         exercise of each Warrant immediately prior to such adjustment, and the
         denominator of which will be the number of Warrant Shares so
         purchasable immediately thereafter.

             (h) For the purpose of this Agreement, the term "COMMON STOCK"
         means (i) the class of shares designated as the Common Stock of the
         Company as of the date of this Agreement, (ii) all shares of any class
         or classes (however designated) of the Company, now or hereafter
         authorized, the holders of which have the right, without limitation as
         to amount, either to all or to a part of the balance of current
         dividends and liquidating dividends after the payment of dividends and
         distributions on any shares entitled to preference, and the holders of
         which are ordinarily entitled to vote generally in the election of
         directors of the Company, or (iii) any other class of shares resulting
         from successive changes or reclassifications of such shares consisting
         solely of changes in par value, or from par value to no par value, or
         from no par value to par value. In the event that at any time, as a
         result of an adjustment made pursuant to SECTION 4.1(a), the Warrants
         become exercisable to purchase Warrant Shares other than shares of
         Common Stock, thereafter the number of such other shares so purchasable
         upon exercise of each Warrant and the Warrant Price payable in respect
         of such other shares upon the exercise of each Warrant will be subject
         to adjustment from time to time in a manner and on terms as nearly
         equivalent as practicable to the provisions with respect to the Warrant
         Shares and the Warrant Price contained in this SECTION 4.1.

             (i) Upon the expiration of any rights, options, warrants or
         conversion or exchange privileges, if any thereof have not been
         exercised, the Warrant Price and the number of Warrant Shares
         purchasable upon the exercise of each Warrant will, upon such
         expiration, be readjusted and will thereafter be such as it would have
         been had it been originally adjusted (or had the original adjustment
         not been required, as the case may be) as if (i) the only shares of
         Common Stock so issued were the shares of Common Stock, if any,
         actually issued or sold upon the exercise of such rights, options,
         warrants or conversion or exchange privileges and (ii) such shares of
         Common Stock, if any, were issued or sold for the consideration
         actually received by the Company upon such exercise, conversion or
         exchange plus the aggregate consideration, if any, actually received by
         the Company for the issuance, sale or grant of all such rights,
         options, warrants or conversion or exchange privileges whether or not
         exercised; PROVIDED, HOWEVER, that no such readjustment will have the
         effect of increasing the Warrant Price or decreasing the number of
         Warrant Shares purchasable upon the exercise of each Warrant by an
         amount in excess of the amount of the adjustment initially made in
         respect of the



                                       10
<PAGE>

         issuance, sale, or grant of such rights, options, warrants or
         conversion or exchange privileges.

         4.2 VOLUNTARY ADJUSTMENT. The Company may at its option, at any time
prior to the Expiration Date, reduce the then-current Warrant Price to any
amount deemed appropriate by the Board of Directors.

         4.3 NOTICE OF ADJUSTMENT. Whenever the Warrant Price or the number or
kind of Warrant Shares purchasable upon exercise of the Warrants is adjusted
pursuant to any of the provisions of this Agreement, the Company will promptly
give notice to the Warrant Agent and the Holders of such adjustment or
adjustments, together with a certificate of a firm of independent public
accountants selected by the Company (who may be the regular accountants employed
by the Company) setting forth the adjustments in the Warrant Price and the
number or kind of Warrant Shares purchasable upon exercise of each Warrant, and
also setting forth a brief statement of the facts requiring such adjustments and
the computations upon which such adjustments are based. Such certificate will be
conclusive evidence of the correctness of such adjustments.

         4.4 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in SECTION 4.1, no
adjustment or payment in respect of any dividends will be made at any time.

         4.5 PRESERVATION OF PURCHASE RIGHTS UPON MERGER, CONSOLIDATION, ETC. In
case of any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale, transfer or lease to another
corporation of all or substantially all the property of the Company, the Company
or such successor or purchasing corporation, as the case may be, will execute an
agreement providing that each Holder will have the right thereafter, upon
payment of an amount equal to the amount payable upon the exercise of a Warrant
immediately prior thereto, to purchase upon exercise of each Warrant the kind
and amount of securities or property that it would have owned or have been
entitled to receive after giving effect to such consolidation, merger, sale,
transfer or lease on account of the Warrant Shares that would have been
purchasable upon the exercise of such Warrant had such Warrant been exercised
immediately prior thereto (PROVIDED that, to the extent that such Holder would
have been so entitled to receive cash on account of such Warrant Shares, such
Holder may elect in connection with the exercise of a Warrant in accordance with
SECTION 3.1 to reduce the amount of cash that it would be entitled to receive
upon such exercise in exchange for a corresponding reduction in the amount
payable upon such exercise); PROVIDED, HOWEVER, that no adjustment in respect of
dividends, interest or other income on or from such shares or other securities
or property will be made during the term of a Warrant or upon the exercise of a
Warrant. Such agreement will provide for adjustments that will be as nearly
equivalent as may be practicable to the adjustments provided for in this SECTION
4. The provisions of this SECTION 4.5 will similarly apply to successive
consolidations, mergers, sales, transfers or leases.

         4.6 WARRANT CERTIFICATES. Whether or not any adjustments in the Warrant
Price or the number or kind of Warrant Shares purchasable upon the exercise of
the Warrants has been made, Warrant Certificates theretofore or thereafter
issued may continue to express the same Warrant Price and number and kind of
Warrant Shares as are stated in the Warrant Certificate initially issued.


                                       11
<PAGE>

         5. FRACTIONAL INTERESTS. Neither the Company nor the Warrant Agent will
be required to issue fractional Warrant Shares or fractional interests in any
other securities on the exercise of the Warrants. If any fraction of a Warrant
Share or other security would, except for the provisions of this SECTION 5, be
issuable upon the exercise of the Warrants, the Company will pay an amount in
cash (a) in lieu of a fractional Warrant Share, equal to the Current Market
Price for one share of Common Stock on the Trading Day immediately preceding the
date on which the Warrants are presented for exercise, multiplied by such
fraction of a Warrant Share, or (b) in lieu of a fractional interest in any
other security, equal to the fair value of such fractional interest, determined
in a manner as similar as possible, taking into account the difference in the
fractional interest being valued, to the calculation described in clause (a) of
this SECTION 5.

         6. WARRANT AGENT MATTERS.

         6.1 APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the
Warrant Agent to act as agent for the Company and the Holders in accordance with
the terms and conditions hereof, and the Warrant Agent hereby accepts such
appointment.

         6.2 CONCERNING THE WARRANT AGENT. (a) The Company will pay to the
Warrant Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Warrant Agent, its reasonable expenses
and counsel fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company will indemnify the Warrant Agent for, and hold it
harmless against, any loss, liability, suit, action, proceeding or expense,
incurred without negligence, bad faith or willful misconduct on the part of the
Warrant Agent, for anything done or omitted by the Warrant Agent in connection
with the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability arising therefrom,
directly or indirectly.

         (b) The Warrant Agent will be protected and will incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Warrant Certificate or
certificate evidencing Common Stock or other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged by the proper person or persons.

         6.3 MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. Any
corporation into which the Warrant Agent or any successor Warrant Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Warrant Agent or any successor Warrant
Agent is a party, or any corporation succeeding to the corporate trust business
of the Warrant Agent or any successor Warrant Agent, will be the successor to
the Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto, PROVIDED that
such corporation would be eligible for appointment as a successor Warrant Agent
under the provisions of SECTION 6.5.



                                       12
<PAGE>

         6.4 DUTIES OF WARRANT AGENT. The Warrant Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the Holders, by their acceptance of
Warrant Certificates, will be bound:

             (a) The Warrant Agent may consult with legal counsel (who may be
         legal counsel for the Company), and the opinion of such counsel will be
         full and complete authorization and protection to the Warrant Agent as
         to any action taken or omitted by it in good faith and in accordance
         with such opinion.

             (b) Whenever in the performance of its duties under this Agreement
         the Warrant Agent deems it necessary or desirable that any fact or
         matter be proved or established by the Company prior to taking or
         suffering any action hereunder, such fact or matter (unless other
         evidence in respect thereof be herein specifically prescribed) may be
         deemed to be conclusively proved and established by a certificate
         signed by any one of the Chairman of the Board, the Chief Executive
         Officer, the President or any Vice President of the Company and
         delivered to the Warrant Agent; and such certificate will be full
         authorization to the Warrant Agent for any action taken or suffered in
         good faith by it under the provisions of this Agreement in reliance
         upon such certificate.

             (c) The Warrant Agent will be liable hereunder only for its own
         gross negligence, bad faith or willful misconduct.

             (d) The Warrant Agent will not be liable for or by reason of any of
         the statements of fact or recitals contained in this Agreement or in
         the Warrant Certificates or be required to verify the same, but all
         such statements and recitals are and will be deemed to have been made
         by the Company only.

             (e) The Warrant Agent will not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         hereof (except the due execution and delivery hereof by the Warrant
         Agent) or in respect of the validity or execution of any Warrant
         Certificate (except the due countersignature thereof by the Warrant
         Agent); nor will it be responsible for any breach by the Company of any
         covenant or condition contained in this Agreement or in any Warrant
         Certificate; nor will it be responsible for any adjustment required
         under the provisions of SECTION 4 hereof or responsible for the manner,
         method or amount of any such adjustment or the ascertaining
         of the existence of facts that would require any such adjustment
         (except with respect to the exercise of Warrants evidenced by Warrant
         Certificates after actual notice of any such adjustment); nor will it
         by any act hereunder be deemed to make any representation or warranty
         as to the authorization or reservation of any shares of stock or other
         securities to be issued pursuant to this Agreement or any Warrant
         Certificate or as to whether any shares of stock or other securities
         will, when issued, be validly authorized and issued, fully paid and
         nonassessable.

             (f) The Company will perform, execute, acknowledge and deliver or
         cause to be performed, executed, acknowledged and delivered all such
         further and other acts, instruments and assurances as may reasonably be
         required by the Warrant Agent for the carrying out or performing by the
         Warrant Agent of the provisions of this Agreement.



                                       13
<PAGE>

             (g) The Warrant Agent is hereby authorized and directed to accept
         instructions with respect to the performance of its duties hereunder
         from any one of the Chairman of the Board, the Chief Executive Officer,
         the President or any Vice President of the Company, and to apply to
         such officers for advice or instructions in connection with its duties,
         and it will not be liable for any action taken or suffered to be taken
         by it in good faith in accordance with instructions of any such
         officer.

             (h) The Warrant Agent and any stockholder, director, officer or
         employee of the Warrant Agent may buy, sell or deal in any of the
         Warrants or other securities of the Company or become pecuniarily
         interested in any transaction in which the Company may be interested,
         or contract with or lend money to the Company or otherwise act as fully
         and freely as though it were not Warrant Agent under this Agreement.
         Nothing herein will preclude the Warrant Agent from acting in any other
         capacity for the Company or for any other legal entity.

             (i) The Warrant Agent may execute and exercise any of the rights or
         powers hereby vested in it or perform any duty hereunder either itself
         or by or through its attorneys or agents, and the Warrant Agent will
         not be answerable or accountable for any act, default, neglect or
         misconduct of any such attorneys or agents or for any loss to the
         Company resulting from any such act, default, neglect or misconduct,
         PROVIDED reasonable care was exercised in the selection and continued
         employment thereof. The Warrant Agent will not be under any duty or
         responsibility to insure compliance with any applicable federal or
         state securities laws in connection with the issuance, transfer or
         exchange of Warrant Certificates.

         6.5 CHANGE OF WARRANT AGENT. The Warrant Agent or any successor Warrant
Agent may resign and be discharged from its duties under this Agreement upon 30
calendar days' notice in writing mailed to the Company and to each transfer
agent of the Common Stock by registered or certified mail, and to the Holders by
first-class mail. The Company may remove the Warrant Agent or any successor
Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent
of the Common Stock by registered or certified mail, and to the Holders by
first-class mail. If the Warrant Agent resigns or is removed or otherwise
becomes incapable of acting, the Company will appoint a successor to the Warrant
Agent. If the Company fails to make such appointment within a period of 30
calendar days after giving notice of such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by any Holder (who will, with such notice, submit his Warrant
Certificate for inspection by the Company), then any Holder may apply to any
court of competent jurisdiction for the appointment of a successor Warrant
Agent. Any successor Warrant Agent, whether appointed by the Company or by such
a court, will be a corporation organized and doing business under the laws of
the United States or of the State of New York (or of any other state of the
United States so long as such corporation is authorized to do business as a
banking institution in the State of New York), in good standing, having a
principal office in the State of New York, which is authorized under such laws
to exercise corporate trust powers and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as
Warrant Agent a combined capital and surplus of at least $50 million. After
appointment, the successor Warrant Agent will be vested with the same powers,
rights, duties



                                       14
<PAGE>

and responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the predecessor Warrant Agent will deliver and transfer
to the successor Warrant Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such appointment, the
Company will file notice thereof in writing with the predecessor Warrant Agent
and each transfer agent of the Common Stock, and mail by first class mail a
notice thereof to each Holder. Failure to give any notice provided for in this
SECTION 6.5, however, or any defect therein, will not affect the legality or
validity of the resignation or removal of the Warrant Agent or the appointment
of the successor Warrant Agent, as the case may be. Notwithstanding anything to
the contrary contained herein, no resignation or removal of the Warrant Agent or
any successor Warrant Agent will become effective prior to the effectiveness of
the appointment of a successor Warrant Agent therefor.

         7. RIGHTS AND NOTICES.

         7.1 NO RIGHTS AS A STOCKHOLDER; NOTICES TO HOLDERS. Nothing contained
in this Agreement or in the Warrant Certificate will be construed as conferring
upon the Holders or their transferees the right to vote, or to receive
dividends, or to consent or to receive notice as a stockholder in respect of any
meeting of stockholders for the election of directors of the Company or any
other matter, or any rights whatsoever as a stockholder of the Company;
PROVIDED, HOWEVER, that if, at any time prior to the Expiration Date and prior
to the exercise of all of the Warrants, any of the following events occur:

             (a) The Company declares any dividend payable in any securities
         upon its shares of Common Stock or makes any distribution (other than a
         regular cash dividend or cash distributions payable out of surplus or
         net profits legally available therefor) to the holders of its shares of
         Common Stock;

             (b) The Company offers to the holders of its Common Stock any
         shares of capital stock of the Company or any Subsidiary or securities
         convertible into or exchangeable for shares of capital stock of the
         Company or any Subsidiary or any option, right or warrant to subscribe
         for or purchase any thereof;

             (c) The Company distributes to the holders of its Common Stock
         evidences of indebtedness or assets (including any cash dividend which
         would result in an adjustment under SECTION 4.1) of the Company or any
         Subsidiary;

             (d) Any reclassification of the Common Stock, any consolidation of
         the Company with or merger of the Company into another corporation, any
         sale, transfer or lease to another corporation of all or substantially
         all the property of the Company, or any proposal of the Company to
         effect any of the foregoing transactions that has been publicly
         announced by the Company; or

             (e) Any proposal by the Company to effect a dissolution,
         liquidation or winding up of the Company that has been publicly
         announced by the Company;

then in any one or more of such events the Company will give notice of such
event to the Holders, as provided in SECTION 11 hereof, such giving of notice to
be completed at least ten



                                       15
<PAGE>

calendar days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to such
dividend, distribution or subscription rights, or for the determination of
stockholders entitled to vote on such proposed reclassification, consolidation,
merger, sale, transfer or lease, dissolution, liquidation or winding up;
PROVIDED, HOWEVER, that no such notice will be required in respect of any of the
matters referred to in the penultimate sentence of SECTION 4.1(f). Such notice
will specify such record date or the date of closing the transfer books, as the
case may be, for such event. Failure to mail or receive such notice or any
defect therein or in the mailing thereof will not affect the validity of any
action taken in connection with such event.

         7.2 AGREEMENTS RESPECTING WARRANTS. The Company will not enter into any
agreement or instrument which would preclude the exercise of the Warrants as
herein provided.

         8. AGREEMENT OF WARRANT HOLDERS. Every Holder by accepting a Warrant
Certificate consents and agrees with the Company and the Warrant Agent and with
every other Holder that:

             (a) The Warrant Certificates are transferable only in accordance
         with the terms of this Agreement and only on the registry books of the
         Warrant Agent if surrendered at the principal office of the Warrant
         Agent designated for such purpose, duly endorsed or accompanied by a
         proper instrument of transfer, and otherwise in compliance with SECTION
         2;

             (b) The Company and the Warrant Agent may deem and treat the person
         in whose name the Warrant Certificate is registered as the absolute
         owner thereof and of the Warrants evidenced thereby (notwithstanding
         any notations of ownership or writing on the Warrant Certificate made
         by anyone other than the Company or the Warrant Agent) for all purposes
         whatsoever, and neither the Company nor the Warrant Agent will be
         affected by any notice to the contrary;

             (c) Such Holder expressly waives any right to receive any
         fractional Warrants and any fractional securities upon exercise or
         exchange of a Warrant; and

             (d) Notwithstanding anything in this Agreement to the contrary,
         neither the Company nor the Warrant Agent will have any liability to
         any Holder or other person as a result of its inability to perform any
         of its obligations under this Agreement by reason of any preliminary or
         permanent injunction or other order, decree or ruling issued by a court
         of competent jurisdiction or by a governmental, regulatory or
         administrative agency or commission, or any statute, rule, regulation
         or executive order promulgated or enacted by any governmental
         authority, prohibiting or otherwise restraining performance of such
         obligation; PROVIDED, HOWEVER, that the Company will use reasonable
         efforts to have any such order, decree or ruling lifted or otherwise
         overturned as soon as possible.

         9. RESERVATION OF COMMON STOCK. The Company will, for so long as
Warrants remain outstanding, reserve and keep available, solely for issuance and
delivery upon the exercise of Warrants, a number of shares of Common Stock (or,
if applicable, other securities) sufficient to provide for the exercise of all
outstanding Warrants. The transfer agent for the Common Stock (or, if
applicable, other securities) will be irrevocably authorized and directed at



                                       16
<PAGE>

all times until the exercise or expiration of the Warrants to reserve such
number of authorized shares of Common Stock (or, if applicable, other
securities) as necessary for such purpose. The Company will keep copies of this
Agreement on file with the transfer agent and will supply the transfer agent
with duly executed stock certificates for such purpose.

         10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Warrant Agent that:

             (a) The Company is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Delaware and has
         all requisite corporate power and authority to execute, deliver and
         perform its obligations hereunder and to consummate the transactions
         contemplated hereby;

             (b) The execution, delivery and performance of this Agreement by
         the Company and the consummation by the Company of the transactions
         contemplated hereby have been duly authorized by all necessary
         corporate action on the part of the Company;

             (c) The execution, delivery and performance of this Agreement by
         the Company and the consummation by the Company of the transactions
         contemplated hereby in accordance with the terms hereof will not
         conflict with, violate or constitute a breach of any material contract,
         agreement or instrument by which the Company is bound or any judgment,
         order, decree, law, statute, rule, regulation or other judicial or
         governmental restriction to which the Company is subject;

             (d) This Agreement constitutes the legal, valid and binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, except as the enforceability hereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting creditors' rights generally; and

             (e) The Warrants, when issued and delivered to the initial Holders
         as provided in this Agreement, and the Warrant Shares issued upon
         exercise of the Warrants, when issued, paid for and delivered as
         provided in this Agreement, will be validly issued, fully paid and
         nonassessable.

         11. NOTICES. All notices, requests, waivers, releases, consents and
other communications required or permitted by this Agreement (collectively,
"NOTICES") must be in writing. Except as expressly otherwise provided herein
with respect to manner of delivery, notices will be deemed sufficiently given
for all purposes when delivered in person, when dispatched by telegram or
electronic facsimile transmission, when sent by first-class mail, postage
prepaid or upon confirmation of receipt when dispatched by a nationally
recognized overnight courier service to the appropriate party as follows: (a) if
to a Holder, at the address of such Holder as shown in the registry books
maintained by the Warrant Agent; (b) if to the Company, at 2225 Sheppard Avenue
East, 11th Floor, Atria III, Toronto, Ontario, Canada M2J 5C2, (416) 498-2466
(marked for the attention of the Chief Financial Officer and the General
Counsel), or at such other address as the Company may have furnished to the
Holders and the Warrant Agent in writing; and (c) if to the Warrant Agent, at
Sixth Street and Marquette



                                       17
<PAGE>

Avenue, MAC N9303-120, Minneapolis, MN 55479 or at such other address as the
Warrant Agent may have furnished to the Company and the Holders in writing.

         12. AMENDMENT AND WAIVER. No failure or delay of the Holder in
exercising any power or right hereunder (other than a failure to exercise
Warrants in accordance with the provisions hereof) will operate as a waiver
thereof, nor will any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No notice or demand on the Company in any case will entitle the
Company to any other or future notice or demand in similar or other
circumstances. Subject to the last sentence of this SECTION 12, (a) if the
Company so directs, the Company and the Warrant Agent will supplement or amend
this Agreement without the approval of any Holders in order to cure any
ambiguity or correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein and (b) the Company
and the Warrant Agent may from time to time supplement or amend this Agreement,
with the consent of Holders of at least 50% of the Warrants then outstanding,
for any other purpose. Notwithstanding anything in this Agreement to the
contrary, no supplement or amendment which increases the Warrant Price,
decreases the period of time remaining during which the Warrants may be
exercised, or changes in a manner adverse to Holders the number of Warrant
Shares purchasable upon the exercise of Warrants will be made without the
consent of all Holders. Any such amendment, modification or waiver effected
pursuant to and in accordance with the provisions of this SECTION 12 will be
binding upon all Holders and upon each future Holder, the Company and the
Warrant Agent. In the event of any such amendment, modification or waiver, the
Company will give prompt notice thereof to all Holders and, if appropriate,
notation thereof will be made on all Warrant Certificates thereafter surrendered
for registration of transfer or exchange.

         13. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the parties hereto, their respective successors and
permitted assigns, and, subject to SECTIONS 1.4 and 8(b), all Holders, but will
not be assignable or delegable by any party without the prior written consent of
the other parties. In the absence of such prior written consent, any purported
assignment or delegation of any right or obligation hereunder will be null and
void.

         14. RIGHTS OF THE PARTIES. Except as provided in SECTION 13, nothing
expressed or implied in this Agreement is intended or will be construed to
confer upon or give any person or entity other than the parties hereto and the
Holders any rights or remedies under or by reason of this Agreement or any
transaction contemplated hereby. All rights of action in respect of this
Agreement are vested in the Holders, and any Holder without the consent of the
Warrant Agent or any other Holder may, on such Holder's own behalf and for such
Holder's own benefit, enforce such Holder's rights hereunder, including the
right to exercise, exchange or surrender for transfer such Holder's Warrant
Certificates in accordance with the provisions hereof.

         15. TITLES AND HEADINGS. Titles and headings to Sections herein are
inserted for convenience of reference only, and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.

         16. CERTAIN INTERPRETIVE MATTERS. (a) Unless the context otherwise
requires, (i) all references to Sections or Exhibits are to Sections or Exhibits
of or to this Agreement, (ii) each



                                       18
<PAGE>

term defined in this Agreement has the meaning assigned to it, (iii) "or" is
disjunctive but not necessarily exclusive, and (iv) words in the singular
include the plural and VICE VERSA. All references to "$" or dollar amounts are
to lawful currency of the United States of America.

         (b) No provision of this Agreement will be interpreted in favor of, or
against, any party hereto by reason of the extent to which such party or its
counsel participated in the drafting of this Agreement or by reason of the
extent to which any such provision is inconsistent with any prior draft of this
Agreement.

         17. ENTIRE AGREEMENT. This Agreement, together with its Exhibits,
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof, and there are no agreements among the parties hereto with
respect thereto except as expressly set forth herein.

         18. SEVERABILITY. In case any provision contained in this Agreement is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby.
The Company and the Warrant Agent will endeavor in good faith to replace the
invalid, illegal or unenforceable provisions with valid, legal and enforceable
provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.

         19. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.

         20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed will be deemed to be an original; such
counterparts will together constitute but one agreement.


<PAGE>


         IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first above written.

                             ALDERWOODS GROUP, INC.



                             By: _______________________________________
                             Name:  Bradley D. Stam
                             Title: Senior Vice President, Legal & Asset
                                    Management



                             WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION


                             By:__________________________________________
                             Name:________________________________________
                             Title:_______________________________________



<PAGE>


                                    EXHIBIT A

                               WARRANT CERTIFICATE

                             ALDERWOODS GROUP, INC.


THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANT AGREEMENT (AS HEREINAFTER DEFINED), A COPY
OF WHICH WILL BE MADE AVAILABLE BY THE ISSUER UPON REQUEST. THE TRANSFER OR
EXCHANGE OF THESE WARRANTS MUST BE REGISTERED IN ACCORDANCE WITH THE WARRANT
AGREEMENT.

NO.  ___________                                      WARRANTS  _______________

                     VOID AFTER 5:00 P.M. NEW YORK CITY TIME
                             ON ___________ __, ____


         THIS CERTIFIES THAT for value received, __________, or its registered
assigns (the "HOLDER"), is the owner of the number of Warrants set forth above
that initially entitle it to purchase from Alderwoods Group, Inc., a Delaware
corporation (the "COMPANY"), at any time and from time to time on or prior to
5:00 p.m. New York City time on ____________ __, 200__ (the "EXPIRATION DATE"),
a like number of fully paid and nonassessable shares of the Common Stock, par
value $0.01 per share, of the Company (the "COMMON STOCK") at an initial
purchase price of $25.76 per share (the "WARRANT PRICE"), subject to adjustment
as provided in the Warrant Agreement. The shares of Common Stock purchasable
upon exercise of the Warrants are hereinafter referred to as the "WARRANT
SHARES." Subject to the terms and conditions of the Warrant Agreement, the
Warrants may be exercised by surrendering to the Warrant Agent (as defined
below) this Warrant Certificate, with the Form of Exercise Notice on the reverse
side hereof duly executed, together with cash, a certified or bank cashier's
check payable to the order of the Company, or a wire transfer to an account
designated by the Company, in each case in an amount of lawful currency of the
United States of America equal to the product of (a) the number of Warrant
Shares purchasable upon the exercise of the Warrants designated for exercise in
the Form of Exercise Notice and (b) the Warrant Price.

         The number and kind of Warrant Shares that may be purchased upon
exercise of the Warrants evidenced by this Warrant Certificate are the number as
of the date of the original issue of such Warrants, based on the shares of
Common Stock of the Company as constituted at such date. As provided in the
Warrant Agreement, the Warrant Price and the number and kind of Warrant Shares
purchasable upon exercise of the Warrants are subject to adjustment.

         This Warrant Certificate and the Warrants it represents are subject to,
and entitled to the benefits of, all of the terms, provisions and conditions of
the Warrant Agreement, dated as of ___________ __, 200__ (the "WARRANT
AGREEMENT"), by and between the Company and Wells Fargo Bank Minnesota, National
Association, a national banking association (the "WARRANT AGENT"), which Warrant
Agreement is hereby incorporated herein by reference and made a part hereof and
to which Warrant Agreement reference is hereby made for a full description of
the



                                       A-1

<PAGE>

rights, limitation of rights, obligations and duties hereunder of the Company
and the Holder. A copy of the Warrant Agreement will be made available to the
Holder by the Company upon request of the Holder.

         Subject to the provisions set forth in the Warrant Agreement or in this
Certificate, this Warrant Certificate, with or without other Warrant
Certificates, may be transferred, split up, combined or exchanged for another
Warrant Certificate or Warrant Certificates, entitling the Holder to purchase a
like aggregate number of Warrant Shares as the Warrant Certificate or Warrant
Certificates surrendered entitled such Holder (or former Holder in the case of a
transfer) to purchase, upon presentation and surrender hereof at the principal
office of the Warrant Agent designated for such purpose, with the Form of
Assignment (if appropriate) and the related Certificate duly executed.

         The Company will not be required to issue fractional Warrant Shares or
other fractional interests in securities upon the exercise of any Warrants
evidenced by this Warrant Certificate, but in lieu thereof a cash payment will
be made, as provided in the Warrant Agreement.

         Nothing contained in the Warrant Agreement or in this Warrant
Certificate will be construed as conferring upon the holder of this Warrant
Certificate the right to vote, or to receive dividends, or to consent or (except
as provided in the Warrant Agreement) to receive notice in respect of any
meeting of stockholders for the election of directors of the Company or any
other matter, or any rights whatsoever as a stockholder of the Company.

         This Warrant Certificate will not be valid or obligatory for any
purpose until it has been countersigned by the Warrant Agent.





                                       A-2
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed by its corporate officers duly authorized.


Attest:                                                   ALDERWOODS GROUP, INC.



__________________________________          By: ________________________________
[Name, title]                                   [Name, title]



Dated:  __________, ____



Countersigned:

WELLS FARGO BANK MINNESOTA,
  NATIONAL ASSOCIATION



By:________________________________
       [Authorized Signature]




                                       A-3

<PAGE>


                   Form of Reverse Side of Warrant Certificate


                               FORM OF ASSIGNMENT

           (To be executed if the Holder desires to transfer Warrants)


                  FOR VALUE RECEIVED, __________________________________________
hereby sells, assigns, and transfers unto ______________________________________


--------------------------------------------------------------------------------
                  (Please print name and address of transferee)


-----------------------------------------------------------------------------
this Warrant Certificate, together with all right, title, and interest therein,
and does hereby irrevocably constitute and appoint _____________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.

Dated:  ______________, ______

                                             ___________________________________
                                             Signature

Signature Guaranteed:


<PAGE>


                             FORM OF EXERCISE NOTICE

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


TO ALDERWOODS GROUP, INC.

                  The undersigned hereby irrevocably elects to exercise
__________ Warrants evidenced by this Warrant Certificate to purchase the
Warrant Shares issuable upon the exercise of such Warrants and requests that
certificates for such Warrant Shares be issued in the name of:



--------------------------------------------------------------------------------
                         (Please print name and address)


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


Please insert social security or
other identifying number: ______________________________________________________


If such number of Warrants is not all the Warrants evidenced by this Warrant
Certificate, a new Warrant Certificate for the balance remaining of such
Warrants will be registered in the name of and delivered to:



--------------------------------------------------------------------------------
                         (Please print name and address)


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


Please insert social security
or other identifying number: ---------------------------------------------------

Dated:  _______________, _____


                                          ______________________________________
                                          Signature

Signature Guaranteed:








                                      A-5
<PAGE>


                                     NOTICE

         Signatures on the foregoing Form of Assignment and Form of Exercise
Notice and in the related Warrant Certificates must correspond to the name as
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.

         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.































                                      A-6