Smith Corona Corp – ‘8-A12G’ on 1/30/97 – EX-6

As of:  Thursday, 1/30/97   ·   Accession #:  896058-97-20   ·   File #:  0-22079

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A                                              17     65K 
 2: EX-2        Motion to Approve Technical Amendments                11     32K 
 3: EX-5        Rights Agreement                                      67    235K 
 4: EX-6        Warrant Agreement                                     35    143K 

EX-6   —   Warrant Agreement
Exhibit Table of Contents

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                                                                     EXHIBIT 6

[FORM OF NEWSCC WARRANT AGREEMENT]

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

 WARRANT AGREEMENT

 between

SMITH CORONA CORPORATION

 and

MARINE MIDLAND BANK,

as Warrant Agent
 ---------------

 Dated as of [______________] [__], 1997

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 TABLE OF CONTENTS

                                                                        Page

Section 1.  Definitions...................................................1     

Section 2.  Form of Warrant; Execution; Registration......................3     
    2.1  Form of Warrant; Execution of Warrants......................3
    2.2  Registration................................................4
    2.3  Countersignature of Warrants................................4

Section 3.  Transfer and Exchange of Warrants.............................4     

Section 4.   Term of Warrants; Exercise of Warrants; Compliance with Government 
Regulations; Restrictions on Transfer; Reduction of           
    Exercise Price...................................................5
    4.1  Term of Warrants............................................5
    4.2  Exercise of Warrants........................................5
4.3  Compliance with Government Regulations; Qualification    
             under the Securities Laws...............................6
    4.4  Restrictions on Transfer....................................7
    4.5  Reduction of Exercise Price.................................9

Section 5.  Payment of Taxes..............................................10    

Section 6.  Mutilated or Missing Warrant Certificates.....................10    

Section 7.  Reservation of Warrant Shares.................................10    

Section 8.  Stock Exchange Listing........................................11    

Section 9.  Adjustment of Exercise Price; Number of Warrant Shares and          
     Shares of Capital Stock Warrants Are Exercisable Into............11
     9.1  Mechanical Adjustments......................................11
              (a)  Adjustment for Change in Capital Stock.............11
              (b)  Adjustment for Rights Issue........................12
              (c)  Adjustment for Other Distributions.................12
              (d)  Current Market Price; Price Per Share..............12

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               (e)  When De Minimis Adjustment May Be Deferred..........14
               (f)  Adjustment in Exercise Price........................14
               (g)  When No Adjustment Required.........................14
               (h)  Shares of Common Stock..............................14
               (i)   Expiration of Rights...............................15
      9.2  Voluntary Adjustment by the Company..........................15
      9.3  Notice of Adjustment.........................................15
      9.4  Preservation of Purchase Rights upon Merger or Consolidation.15
      9.5  No Adjustment for Dividends..................................16
      9.6  Statement on Warrants........................................16

Section 10.  Fractional Interests..........................................16   

Section 11.  No Rights as Stockholders; Notices to Holders.................16   

Section 12.  Payments in U.................................................17   

Section 13.  Merger or Consolidation or Change of Name of Warrant Agent....18   

Section 14.  Appointment of Warrant Agent..................................18   
      14.1  Concerning the Warrant Agent................................18
      14.2  Correctness of Statements...................................18
      14.3  Breach of Covenants.........................................18
      14.4  Performance of Duties.......................................19
      14.5  Reliance on Counsel.........................................19
      14.6  Proof of Actions Taken......................................19
      14.7  Compensation................................................19
      14.8  Legal Proceedings...........................................19
      14.9  Other Transactions in Securities of Company.................20
      14.10  Liability of Warrant Agent.................................20
      14.11  Reliance on Documents......................................20
      14.12  Validity of Agreement......................................20
      14.13  Instructions from Company..................................20

Section 15.  Change of Warrant Agent.......................................20   

Section 16.  Notices.......................................................21   

Section 17.  Cancellation of Warrants......................................21   

Section 18.  Supplements and Amendments....................................22   

Section 19.  Successors....................................................22   

Section 20.  Applicable Law................................................22   

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Section 21.  Benefits of this Agreement....................................22   

Section 22.  Counterparts..................................................22   

Section 23.  Captions......................................................22   

EXHIBIT A                                                                       

 FORM OF WARRANT CERTIFICATE

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                  WARRANT AGREEMENT,  dated as of [__________] [_____], 1997, by
and between SMITH CORONA  CORPORATION,  a Delaware  corporation (the "Company"),
and MARINE  MIDLAND BANK, as Warrant Agent  (together  with any  successors  and
assigns, the "Warrant Agent").                                                  

 W I T N E S S E T H :

                  WHEREAS, the Company was a Debtor and  Debtor-in-Possession in
the case (the "Chapter 11 Case") filed in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"),  entitled "In re Smith Corona
Corporation,  SCM Office  Supplies,  Inc., SCC LI Corp. and Hulse  Manufacturing
Company, Debtors," Chapter 11 Case No. 95-788 (HSB), under the Bankruptcy Reform
Act of 1978, as amended (the "Bankruptcy Code");                                

                  WHEREAS, in connection with and as part of the transactions to
be  consummated  pursuant to the  confirmation  of the  Company's  Third Amended
Second Joint Plan of Reorganization  (as amended,  modified or supplemented from
time to time) in the  Chapter 11 Case (the  "Plan"),  the  Company has agreed to
issue  Warrants for the  purchase of an aggregate of 1,512,500  shares of Common
Stock  of  the  Company   (subject  to  adjustment  as  herein   provided)  (the
"Warrants");                                                                    

                  WHEREAS,   by  Order  dated  [________]  [___],   199[6],  the
Bankruptcy Court confirmed the Plan;                                            

                  WHEREAS,  the Plan  contemplates  that the Company  will enter
into this Warrant Agreement;                                                    

                  WHEREAS,  the Company  desires to issue the Warrants,  each of
which  entitles  the holder  thereof to purchase  one share of its Common  Stock
(each of said shares of Common Stock deliverable upon exercise of the Warrants a
"Warrant Share"); and                                                           

                  WHEREAS, the Company wishes the Warrant Agent to act on behalf
of the Company,  and the Warrant Agent is willing to so act in  connection  with
the issuance, division, transfer, exchange and exercise of Warrants.            

                  NOW,  THEREFORE,   in  consideration  of  the  foregoing,   to
implement  the terms of the Plan,  and for the purpose of defining the terms and
provisions of the Warrants and the respective rights and obligations  thereunder
of the Company and the  registered  owners of the Warrants and any security into
which they may be exchanged (the  "Holders"),  the Company and the Warrant Agent
hereby agree as follows:                                                        

                  Section 1.  Definitions.  The following terms, as used herein,
have the following  meanings  (all terms defined  herein in the singular to have
the correlative meanings when used in the plural and vice versa):               

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                  1.1 "Agreement" means this Warrant Agreement,  as the same may
be amended, modified or supplemented from time to time.                         

                  1.2 "Assets" has the meaning  ascribed to such term in Section
9.1(c) hereof.                                                                  

                  1.3 "Bankruptcy Code" has the meaning ascribed to such term in
the preamble hereto.                                                            

                  1.4 "Bankruptcy  Court" has the meaning  ascribed to such term
in the preamble hereto.                                                         

                  1.5  "Business  Day" means a day other than (a) a Saturday  or
Sunday,  (b) any day on which  banking  institutions  located in the City of New
York,  New York are required or  authorized by law or by local  proclamation  to
close or (c) any day on which the New York Stock Exchange is closed.            

                  1.6 "Commercially  Reasonable  Efforts" when used with respect
to any obligation to be performed or term or provision to be observed hereunder,
means such efforts as a prudent Person seeking the benefits of such  performance
or action would make, use, apply or exercise to preserve, protect or advance its
rights or interests,  provided,  that such efforts do not require such Person to
incur a material  financial  cost or a  substantial  risk of material  liability
unless such cost or liability (i) would customarily be incurred in the course of
performance or observance of the relevant obligation, term or provision, (ii) is
caused by or results  from the wrongful  act or  negligence  of the Person whose
performance  or  observance  is required  hereunder or (iii) is not excessive or
unreasonable  in view of the rights or interests to be  preserved,  protected or
advanced. Such efforts may include, without limitation,  the expenditure of such
funds and  retention  by such  Person of such  accountants,  attorneys  or other
experts or advisors as may be  necessary or  appropriate  to effect the relevant
action; and the undertaking of any special audit or internal  investigation that
may be necessary or appropriate to effect the relevant action.                  

                  1.7 "Common Stock" means the common stock, par value $.001, of
the Company.                                                                    

                  1.8 "Current  Market  Price" has the meaning  ascribed to such
term in Section 9.1(d) hereof.                                                  

                  1.9 "Effective  Date" has the meaning ascribed to such term in
the Plan.                                                                       

                  1.10 "Exercise  Period" has the meaning  ascribed to such term
in Section 4.1 hereof.                                                          

                  1.11 "Exercise Price" means $[ ] per share of Common Stock, as
such  amount  may be reduced  pursuant  to  Section  4.5 hereof and as  adjusted
pursuant to Section 9 hereof.                                                   

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                  1.12  "Holders"  has the meaning  ascribed to such term in the
preamble hereto.                                                                

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

                  1.14 "Number of Shares" has the meaning  ascribed to such term
in Section 9.1(d)(ii) hereof.                                                   

                  1.15  "Person"  means  a  natural  person,  a  corporation,  a
partnership,  a trust,  a joint venture,  any regulatory  authority or any other
entity or organization.                                                         

                  1.16  "Plan"  has the  meaning  ascribed  to such  term in the
preamble hereto.                                                                

                  1.17 "Price Per Share" has the  meaning  ascribed to such term
in Section 9.1(d)(ii) hereof.                                                   

                  1.18  "Proceeds"  has the  meaning  ascribed  to such  term in
Section 9.1(d)(ii) hereof.                                                      

                  1.19 "Rights" has the meaning ascribed to such term in Section
9.1(b) hereof.                                                                  

                  1.20 "SEC" means the United  States  Securities  and  Exchange
Commission, or any successor governmental agency or authority thereto.          

                  1.21 "Subsidiary"  means any corporation or other legal entity
a majority of the voting equity or equity interests of which are owned, directly
or indirectly, by the Company.                                                  

                  1.22 "Transfer Agent" has the meaning ascribed to such term in
Section 7 hereof.                                                               

                  1.23  "Warrants" has the meaning  ascribed to such term in the
preamble hereto.                                                                

                  1.24 "Warrant  Certificates"  has the meaning ascribed to such
term in Section 2.1 hereof.                                                     

                  1.25 "Warrant  Register" has the meaning ascribed to such term
in Section 2.2 hereof.                                                          

                  1.26 "Warrant Share" has the meaning  ascribed to such term in
the preamble hereto.                                                            

         Section 2.  Form of Warrant; Execution; Registration.

                  2.1 Form of Warrant;  Execution of Warrants.  The certificates
evidencing the Warrants (the "Warrant Certificates") shall be in registered form

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only,  shall be in the form set forth as  Exhibit A hereto,  and shall bear such
legends as the Company shall  determine may be required to conform to or provide
compliance with any applicable federal or state securities law, either generally
or with respect to particular Holders.  The Warrant Certificates shall be signed
on behalf of the Company by its  Chairman of the Board,  President or one of its
Vice Presidents.  The signature of any such officer on the Warrant  Certificates
may be manual or by facsimile.  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,  shall be a proper  officer  of the  Company  to sign such
Warrant  Certificate.  Each  Warrant  Certificate  shall be dated the date it is
countersigned by the Warrant Agent pursuant to Section 2.3 hereof.              

                  2.2 Registration.  The Warrant  Certificates shall be numbered
and shall be registered on the books of the Company  maintained at the principal
office of the Warrant  Agent  initially  in New York (or such other place in the
continental  United  States as the Warrant  Agent shall from time to time notify
the Company and the Holders in writing)  (the  "Warrant  Register")  as they are
issued.  The  Company  and the  Warrant  Agent  shall be  entitled  to treat the
registered  owner of any Warrant as the owner in fact  thereof for all  purposes
and shall not be bound to recognize  any equitable or other claim to or interest
in such Warrant on the part of any other person.                                

                  2.3  Countersignature  of Warrants.  The Warrant  Certificates
shall be  countersigned  by the  Warrant  Agent  and  shall not be valid for any
purpose unless so  countersigned.  Warrant  Certificates  may be  countersigned,
however,  by the  Warrant  Agent  and  may be  delivered  by the  Warrant  Agent
notwithstanding  that the persons  whose manual or facsimile  signatures  appear
thereon as proper  officers of the Company shall have ceased to be such officers
at the time of such  countersignature,  issuance or delivery.  The Warrant Agent
shall,  upon written  instructions of the Chairman of the Board,  the President,
any Vice President, the Treasurer or the Secretary of the Company,  countersign,
issue and deliver Warrant Certificates entitling the Holders thereof to purchase
not more than an aggregate of 1,512,500  Warrant  Shares  (subject to adjustment
pursuant to Section 9 hereof) and shall  countersign,  issue and deliver Warrant
Certificates as otherwise provided in this Agreement.                           

                  Section 3.  Transfer and Exchange of Warrants.  Subject to the
terms hereof,  the Warrant Agent shall  initially  countersign,  register in the
Warrant Register and deliver  Warrants  hereunder in accordance with the written
instructions of the Company. Subject to the terms hereof and the receipt of such
documentation  as the Warrant Agent may  reasonably  require,  the Warrant Agent
shall  thereafter  from time to time  register the  transfer of any  outstanding
Warrants  upon  the  records  to be  maintained  by it for  that  purpose,  upon
surrender of the Warrant  Certificate or  Certificates  evidencing such Warrants
duly endorsed or accompanied  (if so required by it) by a written  instrument or
instruments of transfer in form  reasonably  satisfactory  to the Warrant Agent,
duly  executed  by the  registered  Holder  or  Holders  thereof  or by the duly
appointed legal representative thereof or by a duly authorized attorney. Subject
to the terms of this  Agreement,  each Warrant  Certificate may be exchanged for
another  Warrant  Certificate  or  Certificates  entitling the Holder thereof to
purchase a like aggregate number of Warrant Shares as the Warrant Certificate or
Certificates  surrendered  then  entitles  such Holder to  purchase.  Any Holder

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desiring  to  exchange a Warrant  Certificate  or  Certificates  shall make such
request in writing  delivered to the Warrant Agent,  and shall  surrender,  duly
endorsed or  accompanied  (if so  required  by the  Warrant  Agent) by a written
instrument or instruments  of transfer in form  reasonably  satisfactory  to the
Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.  Upon
registration  of transfer,  the Company  shall issue and the Warrant Agent shall
countersign  and  deliver  by  certified  mail  a  new  Warrant  Certificate  or
Certificates to the persons entitled thereto.                                   

                  No  service   charge   shall  be  made  for  any  exchange  or
registration  of transfer of a Warrant  Certificate or of Warrant  Certificates,
but the Company may require  payment of a sum  sufficient to cover any stamp tax
or other tax or other governmental charge that is imposed in connection with any
such exchange or registration of transfer pursuant to Section 5 hereof.         

                  By  accepting  the initial  delivery,  transfer or exchange of
Warrants, each Holder shall be deemed to agree to the terms of this Agreement as
it may be in effect from time to time,  including any  amendments or supplements
duly adopted in accordance with Section 18 hereof.                              

                  Section 4. Term of Warrants; Exercise of Warrants;  Compliance
with Government  Regulations;  Restrictions  on Transfer;  Reduction of Exercise
Price.                                                                          

                  4.1 Term of Warrants.  Subject to the terms of this Agreement,
each Holder shall have the right,  which may be exercised at any time during the
period  commencing at 9:00 a.m.,  New York City time, on the date  occurring six
(6) months after the Effective Date and ending at 5:00 p.m., New York City time,
on the date  occurring  two (2) years after the  Effective  Date (the  "Exercise
Period"),  to receive  from the Company the number of Warrant  Shares  which the
Holder may at the time be entitled to receive upon exercise of such Warrants and
payment of the Exercise  Price then in effect for such Warrant  Shares,  and the
Warrant  Shares issued to a Holder upon  exercise of its Warrants  shall be duly
authorized,  validly issued,  fully paid,  nonassessable and shall not have been
issued in violation  of or subject to any  preemptive  rights.  Each Warrant not
exercised  prior to the expiration of the Exercise Period shall become void, and
all rights  thereunder  and all rights in respect  thereof under this  Agreement
shall cease as of the expiration of the Exercise Period.                        

                  4.2 Exercise of Warrants.  During the  Exercise  Period,  each
Holder may, subject to this Agreement, exercise from time to time some or all of
the Warrants evidenced by its Warrant  Certificate(s) by (i) surrendering to the
Company at the principal office of the Warrant Agent such Warrant Certificate(s)
with the form of election to purchase on the reverse  thereof duly filled in and
signed, which signature shall be guaranteed by a bank or trust company having an
office or  correspondent  in the United  States or a broker or dealer which is a
member of a registered  securities  exchange or the NASD, and (ii) paying to the
Warrant Agent for the account of the Company the Exercise Price,  for the number
of Warrant  Shares in respect of which such  Warrants  are  exercised.  Warrants
shall  be  deemed  exercised  on  the  date  such  Warrant   Certificate(s)  are
surrendered  to the Warrant Agent and tender of payment of the Exercise Price is
made.  Payment of the  aggregate  Exercise  Price  shall be made in cash by wire
transfer of immediately available funds to the Warrant Agent for the account of 

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the Company or by certified or official bank check or checks to the order of the
Company or by any combination thereof.                                          

                  Upon the  exercise  of any  Warrants in  accordance  with this
Agreement, the Company shall issue and cause to be delivered with all reasonable
dispatch,  to or upon the written  order of the Holder and in such name or names
as the Holder may  designate,  a certificate or  certificates  for the number of
full Warrant  Shares  issuable upon the exercise of such Warrants and shall take
such other actions at its sole expense as are necessary to complete the exercise
of the Warrants (including, without limitation, payment of any cash with respect
to fractional  interests  required  under Section 10 hereof).  The Warrant Agent
shall have no responsibility or liability for such issuance or the determination
of the number of Warrant Shares issuable upon such exercise.  The certificate or
certificates  representing  such  Warrant  Shares  shall be  deemed to have been
issued and any person so  designated to be named therein shall be deemed to have
become a holder of record of such Warrant Shares as of the date the Warrants are
exercised  hereunder.  Each  Warrant  Share,  when issued  upon  exercise of the
Warrants, shall be duly authorized, validly issued, fully paid and nonassessable
and will not have been  issued in  violation  of or  subject  to any  preemptive
rights.                                                                         

                  In the event that less than all of the Warrants evidenced by a
Warrant  Certificate  are  exercised,  the Holder  thereof  shall be entitled to
receive a new Warrant  Certificate or  Certificates  as specified by such Holder
evidencing  the remaining  Warrant or Warrants,  and the Warrant Agent is hereby
irrevocably  authorized  by the  Company to  countersign,  issue and deliver the
required new Warrant  Certificate  or  Certificates  evidencing  such  remaining
Warrant or Warrants pursuant to the provisions of this Section 4.2 hereof and of
Section 3 hereof.  The Company,  whenever  required by the Warrant  Agent,  will
supply the Warrant  Agent with Warrant  Certificates  duly executed on behalf of
the Company for such purpose.                                                   

                  Upon delivery of the Warrant Shares  issuable upon exercise in
accordance  herewith and of any required new Warrant  Certificates,  the Company
shall  direct  the  Warrant  Agent  by  written  order  to  cancel  the  Warrant
Certificates surrendered upon exercise. Such canceled Warrant Certificates shall
then be disposed of by the Warrant  Agent in a manner  permitted  by  applicable
laws and satisfactory to the Company in accordance with its written instructions
to the Warrant  Agent.  The Warrant Agent shall account  promptly to the Company
with  respect to  Warrants  exercised  and  concurrently  pay to the Company all
amounts received by the Warrant Agent upon exercise of such Warrants.           

                  The Warrant Agent shall keep copies of this  Agreement and any
notices  given or received  hereunder  available  for  inspection by the Holders
during  normal  business  hours at its  office.  The  Company  shall at its sole
expense  supply the Warrant  Agent from time to time with such numbers of copies
of this Agreement as the Warrant Agent may request.                             

                  4.3  Compliance  with  Government  Regulations;  Qualification
under the Securities  Laws.  The Company  covenants that if the shares of Common
Stock  required to be  reserved  for  purposes of exercise of Warrants  require,
under  any  federal  or  state  law,   registration  with  or  approval  of  any
governmental  authority  before  such  shares may be issued upon exercise, the  

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Company  will,  unless the  Company  has  received  an opinion of counsel to the
effect  that such  registration  is not then  permitted  by such  laws,  use its
Commercially Reasonable Efforts to cause such shares to be duly so registered or
approved,  as the case may be;  provided  that in no event  shall such shares of
Common Stock be issued, and the exercise of all Warrants shall be suspended, for
the period  during  which such  registration  or approval is required but not in
effect;  provided,  further,  that the Exercise Period shall be extended one day
for each day (or portion  thereof) that any such  suspension  is in effect.  The
Company shall promptly notify the Warrant Agent of any such suspension,  and the
Warrant Agent shall have no duty,  responsibility or liability in respect of any
shares of Common Stock issued or delivered  prior to its receipt of such notice.
The Company shall  promptly  notify the Warrant Agent of the  termination of any
such  suspension,  and such  notice  shall set forth the number of days that the
Exercise Period shall be extended as a result of such suspension.  The foregoing
provisions  of this  Section  4.3 shall not require  that the Company  effect or
obtain any such registration or approval of Warrant Shares in order to allow the
resale or transfer thereof by any Person that may be an underwriter for purposes
of Section 1145 of the Bankruptcy Code.                                         

                  4.4 Restrictions on Transfer. (a) Article IV, Section 5 of the
Company's Restated Certificate of Incorporation provides that:                  

                  Until  June  30,  1999,  (a)  any  attempted  sale,  transfer,
assignment, conveyance, grant, pledge, gift or other disposition of any share or
shares  of stock of the  Company  (within  the  meaning  of  Section  382 of the
Internal  Revenue  Code of 1986,  as amended  (the "Tax Code")) or any option or
right to  purchase  such stock,  as defined in the  Treasury  Regulations  under
Section  382 of the Tax Code,  to any  person or entity  (or group of persons or
entities  acting in concert),  or any attempted  exercise of the  aforementioned
option or right to  purchase  such  stock by any  person or entity  (or group of
persons or entities  acting in concert),  who either directly or indirectly owns
or would be treated as owning, or whose shares are or would be attributed to any
person or entity who directly or indirectly  owns or would be treated as owning,
in either case prior to the  purported  transfer or  exercise  and after  giving
effect  to the  applicable  attribution  rules of the Tax  Code  and  applicable
Treasury Regulations, 5 percent or more of the value of the outstanding stock of
the Company or otherwise  treated as a 5-percent  (5%)  shareholder  (within the
meaning of Section 382 of the Tax Code),  regardless of the percent or the value
of the stock owned,  shall be void ab initio  insofar as it purports to transfer
ownership or rights in respect of such stock to the purported transferee and (b)
any attempted sale,  transfer,  assignment,  conveyance,  grant, gift, pledge or
other  disposition  of any share of stock of the Company  (within the meaning of
Section 382 of the Tax Code) or any option or right to purchase  such stock,  as
defined in the Treasury  Regulations  under  Section 382 of the Tax Code, to any
person or entity (or group of  persons or  entities  acting in  concert)  or any
attempted exercise of the aforementioned  option or right to purchase such stock
by any person or entity (or group of persons or entities  acting in concert) not
described  in clause (a) who directly or  indirectly  would own, or whose shares
would be  attributed  to any person or entity who directly or  indirectly  would
own, in each case as a result of the  purported  transfer or exercise  and after
giving effect to the applicable attribution rules of the Tax Code and applicable
Treasury Regulations, 5-percent (5%) or more of the value of any of the stock of

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the Company (or otherwise  treated asa  5-percent  (5%)  shareholder  within the
meaning of  Section  382 of the Tax Code),  shall,  as to that  number of shares
causing  such person or entity to be a 5-percent  (5%)  shareholder,  be void ab
initio insofar as it purports to transfer ownership or rights in respect of such
stock to the purported transferee; provided, however, if the Company either does
not  qualify  under  Section  382(l)(5)  of the Tax Code or  chooses  to make an
election under Section 382(l)(5)(H) of the Tax Code (or the applicable provision
then in effect) not to have the provisions of Section  382(l)(5) of the Tax Code
apply, the  restrictions  described above in clauses (a) and (b) shall be deemed
to lapse and shall have no further force or effect as of the earlier of the date
the Company is aware that it does not qualify under Section 382(l)(5) of the Tax
Code and the date of such election;  provided further,  however, that neither of
the  restrictions  described  above in the  foregoing  clauses  (a) or (b) shall
prevent a valid transfer or exercise if (i) the transferor or exercisor,  as the
case may be,  obtains the  written  approval  of the Board of  Directors  of the
Company and provides the Company with an opinion of counsel  satisfactory to the
Company that, assuming, as of the date of such opinion, the full exercise of all
warrants  issued by, and any options  granted  pursuant to any stock option plan
of, the Company, the transfer or exercise shall not result in the application of
any tax law limitation on the use of the Company's loss  carryforwards  or other
tax  attributes  or (ii) a tender  offer,  within the meaning of the  Securities
Exchange  Act of 1934,  as amended,  and  pursuant to the rules and  regulations
thereof,  is made by a bona fide third  party  purchaser  to  purchase  at least
sixty-six and two thirds percent (66 2/3%) of the issued and outstanding  common
stock of the Company and the  offeror (A) agrees to effect,  within  ninety (90)
days of the  consummation  of the tender offer,  a back-end  merger in which all
non-tendering  shareholders  would receive the same consideration as paid in the
tender  offer,  and (B) has received the tender of  sufficient  shares to effect
such merger.  Without limiting or restricting in any manner the effectiveness of
the foregoing provisions, the Company may rely and shall be protected in relying
on its shareholder lists and stock transfer records for all purposes relating to
such  notices,   voting,   payment  of  dividend  or  other   communication   or
distributions to its shareholders.                                              

                  In the absence of special  approval by the Board of Directors,
a  purported  transfer or exercise of shares in excess of the shares that can be
transferred or exercised pursuant to this Section 5 (the "Prohibited Shares") to
the purported  acquiror (the "Purported  Acquiror") is not effective to transfer
ownership of such Prohibited Shares. On demand by the Company, which demand must
be made within  thirty (30) days of the time the Company  learns of the transfer
or exercise of the  Prohibited  Shares,  a Purported  Acquiror must transfer any
certificate or other  evidence of ownership of the Prohibited  Shares within the
Purported Acquiror's possession or control, together with any dividends or other
distributions  ("Distributions")  that were received by the  Purported  Acquiror
from the Company with respect to the Prohibited  Shares,  to an agent designated
by the Company (the "Agent").  The Agent will sell the  Prohibited  Shares in an
arm's length transaction (over a stock exchange, if possible), and the Purported
Acquiror  will  receive an amount of sales  proceeds  not in excess of the price
paid or consideration  surrendered by the Purported  Acquiror for the Prohibited
Shares (or the fair  market  value of the  Prohibited  Shares at the time of any
attempted transfer to the Purported Acquiror by gift, inheritance,  or a similar
transfer).  If the Purported  Acquiror has sold the  Prohibited  Shares prior to
receiving the Company's demand to surrender the Prohibited  Shares to the Agent,

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the Purported  Acquiror shall be deemed to have sold the Prohibited Shares as an
Agent for the initial  transferor,  or, in the case where the Prohibited  Shares
are acquired pursuant to the exercise of an option or right to purchase stock of
the Company, for the Company, and shall be required to transfer to the Agent any
proceeds of such sale and any Distributions.                                    

                  In the case of an  attempted  exercise of an option or a right
to purchase  stock of the  Company,  the Agent will pay to the Company any sales
proceeds in excess of those due to the  Purported  Acquiror,  together  with any
distributions  received  by  the  Agent.  In all  other  cases,  if the  initial
transferor  can be  identified,  the Agent will pay to it any sales  proceeds in
excess of those due to the Purported  Acquiror,  together with any distributions
received by the Agent.  If the initial  transferor  cannot be identified  within
ninety (90) days of receipt of such sales  proceeds,  if any,  the Agent may pay
any such amounts to a charity of its choosing. In no event shall amounts paid to
the Agent inure to the benefit of the Company  (except as set forth in the first
sentence of this paragraph) or the Agent,  but such amounts may be used to cover
expenses of the Agent in attempting to identify the initial transferor.         

                  If the Purported  Acquiror  fails to surrender the  Prohibited
Shares within the next thirty (30) business days from the demand by the Company,
then the Company may institute  legal  proceedings to compel the surrender.  The
Company shall be entitled to damages,  including reasonable  attorneys' fees and
costs, from the Purported Acquiror, on account of such purported transfer.      

                  (b) Legend.  Until June 30,  1999,  all  Warrant  Certificates
shall bear a conspicuous legend on the face thereof as follows:                 

                  "THESE  WARRANTS AND THE WARRANT SHARES ACQUIRED UPON EXERCISE
                  OF THE WARRANTS REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS
                  PURSUANT TO ARTICLE IV, SECTION 5 OF THE RESTATED  CERTIFICATE
                  OF  INCORPORATION OF THE COMPANY WHICH ARTICLE IS REPRINTED IN
          ITS ENTIRETY ON THE REVERSE SIDE OF THIS CERTIFICATE."

                  4.5 Reduction of Exercise  Price.  The Exercise Price shall be
subject to  reduction  at the election of the Board of Directors of the Company,
made not earlier  than  thirty  (30) days,  and not later than twenty (20) days,
prior to the first day of the Exercise  Period,  if the Board of Directors shall
determine,  in its  sole  discretion,  that  changes  in the  total  amounts  of
estimated  Unsecured  Class Cash and of  General  Unsecured  Claims  that may be
Allowed  Claims or Reserved  Claims  (such terms being used herein as defined in
the Plan) from the amounts thereof estimated in connection with the confirmation
of the Plan make such reduction advisable,  provided that the Board of Directors
shall have no  obligation  to make any such  determination  or to elect that the
Exercise  Price be so reduced,  and each Holder  agrees,  by its acceptance of a
Warrant,  that it shall not have any claim  against  the  Company  or any of its
directors  or officers in respect of the matters  provided  for in this  Section
4.5.  If  the  Exercise  Price  is to  be  reduced  pursuant  to  the  foregoing
provisions, the Company shall give notice thereof to the Warrant Agent not later

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than fifteen (15) days prior to the first day of the  Exercise  Period,  and the
Warrant  Agent  shall mail to each  Holder not later than ten (10) days prior to
the first day of the Exercise  Period notice of such  reduction,  specifying the
Exercise Price as so reduced.                                                   

                  Section  5.  Payment  of  Taxes.  The  Company  will  pay  all
documentary  stamp and other like  taxes,  if any,  attributable  to the initial
issuance and  delivery of the Warrants and the initial  issuance and delivery of
the Warrant  Shares upon the  exercise of Warrants,  provided,  that the Company
shall not be required to pay any tax or taxes which may be payable in respect of
any  transfer of the  Warrants  or  involved in the  issuance or delivery of any
Warrant  Shares in a name other than that of the  Holder of the  Warrants  being
exercised,  and the Warrant  Agent shall not register any such transfer or issue
or deliver  any Warrant  Certificate(s)  or Warrant  Shares  unless or until the
persons  requesting the  registration or issuance shall have paid to the Warrant
Agent for the  account of the  Company  the amount of such tax, if any, or shall
have established to the reasonable satisfaction of the Company that such tax, if
any, has been paid.                                                             

                  Section 6. Mutilated or Missing Warrant  Certificates.  In the
event  that  any  Warrant  Certificate  shall  be  mutilated,  lost,  stolen  or
destroyed,  the Company  shall  issue,  and at the  direction  of the Company by
written  order the Warrant Agent shall  countersign  and deliver in exchange and
substitution for and upon cancellation of the mutilated  Warrant  Certificate or
in  lieu of and  substitution  for  the  Warrant  Certificate  lost,  stolen  or
destroyed,  a  new  Warrant  Certificate  of  like  tenor  and  representing  an
equivalent  right or  interest,  but only upon  receipt of  evidence  reasonably
satisfactory  to the  Company  and the  Warrant  Agent  of such  loss,  theft or
destruction of such Warrant  Certificate  and an indemnity or bond, if requested
by the Company or the Warrant Agent,  also  reasonably  satisfactory to them. An
applicant for such a substitute Warrant  Certificate shall also comply with such
other  reasonable  procedures as the Company or the Warrant Agent may reasonably
require.                                                                        

                  Section  7.  Reservation  of Warrant  Shares.  There have been
reserved,  and  the  Company  shall  at  all  times  keep  reserved,  out of its
authorized  Common Stock,  free of all preemptive  rights, a number of shares of
Common  Stock  sufficient  to provide for the exercise of the rights of purchase
represented by the outstanding Warrants. The transfer agent for the Common Stock
and every  subsequent  or other  transfer  agent for any shares of the Company's
capital  stock  issuable  upon the exercise of the Warrants  (each,  a "Transfer
Agent") will be and are hereby irrevocably  authorized and directed at all times
to  reserve  such  number of  authorized  shares as shall be  required  for such
purpose.  The  Company  will  keep a copy of this  Agreement  on file  with each
Transfer  Agent.  The  Warrant  Agent  is  hereby   irrevocably   authorized  to
requisition  from time to time from the Company or a Transfer Agent, as the case
may be, the  certificates  for  Warrant  Shares  required  to honor  outstanding
Warrants upon exercise  thereof in accordance  with the terms of this Agreement.
The  Company  will  supply  its  Transfer   Agents  with  duly  executed   stock
certificates  for such  purposes  and will  itself  provide  or  otherwise  make
available  any cash which may be payable as provided  in Section 10 hereof.  The
Company will furnish to its Transfer Agents a copy of all notices of adjustments
and certificates related thereto, transmitted to each Holder pursuant to Section
9.3 hereof.  The Company will give the Warrant Agent prompt notice of any change
in any Transfer Agent or any change of address of any Transfer Agent.           

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                  Before  taking  any action  which  would  cause an  adjustment
pursuant to Section 9 reducing the Exercise Price, the Company will take any and
all  corporate  action  which may be  necessary  in order that the  Company  may
validly and legally  issue fully paid and  nonassessable  Warrant  Shares at the
Exercise Price as so adjusted.                                                  

                  Section 8. Stock Exchange  Listing.  The Company shall use its
Commercially  Reasonable  Efforts  (including  requests for waivers) to have the
Warrant  Shares  listed on such stock  exchange,  if any,  or  included  in such
national  quotation  system,  if any, on which the  outstanding  Common Stock is
listed or included for  quotation  and to maintain such listing or inclusion for
so long as the  outstanding  Common  Stock is so  listed or  included.  Any such
listing and inclusion shall be at the Company's sole expense.                   

                  Section 9.  Adjustment  of Exercise  Price;  Number of Warrant
Shares and Shares of Capital Stock Warrants Are Exercisable Into. The number and
kind of  securities  purchasable  upon the  exercise  of each  Warrant,  and the
Exercise  Price,  shall be  subject  to  adjustment  from  time to time upon the
happening of certain events, as hereinafter described.                          

                  9.1  Mechanical  Adjustments.  The  number of  Warrant  Shares
purchasable  upon the exercise of each  Warrant and the Exercise  Price shall be
subject to adjustment as follows:                                               

                           (a) Adjustment  for Change in Capital Stock.  Subject
         to  paragraphs  (e) and (g) below,  in case the Company shall (i) pay a
         dividend on its outstanding  shares of Common Stock in shares of Common
         Stock  or  make  a  distribution  of  shares  of  Common  Stock  on its
         outstanding  shares of Common Stock,  (ii) make a  distribution  on its
         outstanding shares of Common Stock in shares of its capital stock other
         than Common Stock,  (iii)  subdivide its  outstanding  shares of Common
         Stock into a greater number of shares of Common Stock, (iv) combine its
         outstanding  shares of Common Stock into a smaller  number of shares of
         Common Stock, or (v) issue, by reclassification of its shares of Common
         Stock,   other   securities   of  the  Company   (including   any  such
         reclassification  in connection with a consolidation or merger in which
         the Company is the surviving entity), then the number of Warrant Shares
         purchasable  upon  exercise of each Warrant  immediately  prior thereto
         shall be adjusted so that the Holder of each Warrant  shall be entitled
         to receive the kind and number of Warrant Shares or other securities of
         the Company which such Holder would have owned or have been entitled to
         receive  upon the  happening of any of the events  described  above had
         such Warrant been exercised in full immediately  prior to the happening
         of such event or any record date with respect  thereto.  If a Holder is
         entitled to receive  shares of two or more classes of capital  stock of
         the Company  pursuant to the foregoing  upon exercise of Warrants,  the
         allocation  of the  adjusted  Exercise  Price  between  such classes of
         capital stock shall be determined  reasonably  and in good faith by the
         Board of Directors of the Company. After such allocation,  the exercise
         privilege and the Exercise  Price with respect to each class of capital
         stock shall thereafter be subject to adjustment on terms  substantially
         identical  to those  applicable  to Common  Stock in this Section 9. An
         adjustment  made pursuant to this paragraph (a) shall become  effective

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         immediately  after  the  record  date  for  such  event  or,  if  none,
         immediately  after the effective  date of such event.  Such  adjustment
shall be made successively whenever such an event occurs.     

                           (b)   Adjustment   for  Rights   Issue.   Subject  to
         paragraphs  (e) and (g) below,  in case the Company shall issue rights,
         options or  warrants  (collectively,  "Rights")  to all  holders of its
         outstanding  Common Stock  entitling  them to subscribe for or purchase
         shares  of  Common  Stock at a Price  Per  Share  which is lower at the
         record date  mentioned  below than the then  Current  Market  Price per
         share  of  Common  Stock,  the  number  of  Warrant  Shares  thereafter
         purchasable  upon the exercise of each Warrant  shall be  determined by
         multiplying the number of Warrant Shares  theretofore  purchasable upon
         exercise of each Warrant by a fraction, the numerator of which shall be
         the  number  of  shares  of  Common  Stock  outstanding  on the date of
         issuance of such Rights plus the additional  Number of Shares of Common
         Stock  offered for  subscription  or purchase in  connection  with such
         Rights and the  denominator  of which  shall be the number of shares of
         Common  Stock  outstanding  on the date of issuance of such Rights plus
         the  number  of  shares  which  the  aggregate   Proceeds  received  or
         receivable by the Company upon  exercise of such Rights would  purchase
         at the Current  Market  Price per share of Common  Stock at such record
         date.  Such adjustment  shall be made whenever  Rights are issued,  and
         shall  become  effective  immediately  after  the  record  date for the
determination of stockholders entitled to receive Rights.     

                           (c)  Adjustment for Other  Distributions.  Subject to
         paragraphs (e) and (g) below,  in case the Company shall  distribute to
         all holders of its shares of Common Stock (x) evidences of indebtedness
         or assets (excluding cash dividends or distributions payable out of the
         consolidated  earnings or surplus legally  available for such dividends
         or  distributions  and  dividends  or  distributions   referred  to  in
         paragraphs (a) or (b) above) of the Company or any  Subsidiary,  or (y)
         shares  of  capital   stock  of  a   Subsidiary   (such   evidences  of
         indebtedness, assets and securities as set forth in clauses (x) and (y)
         above, collectively, "Assets"), then in each case the number of Warrant
         Shares  thereafter  purchasable upon the exercise of each Warrant shall
         be determined by multiplying  the number of Warrant Shares  theretofore
         purchasable  upon the  exercise  of each  Warrant  by a  fraction,  the
         numerator  of which  shall be the  Current  Market  Price  per share of
         Common Stock on the date of such  distribution  and the  denominator of
         which shall be such Current Market Price per share of Common Stock less
         the fair value as of such record date as determined  reasonably  and in
         good faith by the Board of  Directors  of the Company of the portion of
         the Assets  applicable  to one share of Common Stock.  Such  adjustment
         shall be made whenever any such  distribution is made, and shall become
         effective on the date of  distribution  retroactive  to the record date
         for  the  determination  of  stockholders   entitled  to  receive  such
distribution.                                                 

                           (d) Current  Market Price;  Price Per Share.  (i) For
         the purpose of any computation under Section 4.2 hereof or this Section
         9.1, the "Current  Market  Price" per share of Common Stock at any date
         shall be the average of the daily closing prices for the 20 consecutive
trading days preceding the date of such computation.          

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         The closing  price for each day shall be (x) if the Common  Stock shall
         be then listed or  admitted to trading on the New York Stock  Exchange,
         the  closing  price on the  NYSE-Consolidated  Tape  (or any  successor
         composite tape reporting  transactions  on the New York Stock Exchange)
         or, if such a  composite  tape  shall not be in use or shall not report
         transactions  in the  Common  Stock,  or if the Common  Stock  shall be
         listed on a stock exchange other than the New York Stock Exchange,  the
         last reported sales price regular way or, in case no such reported sale
         takes  place on such day,  the  average  of the  closing  bid and asked
         prices regular way for such day, in each case on the principal national
         securities  exchange on which the shares of Common  Stock are listed or
         admitted to trading (which shall be the national securities exchange on
         which the  greatest  number of shares  of the  Common  Stock  have been
         traded  during such 20  consecutive  trading days) or (y) if the Common
         Stock is not listed or admitted to trading,  the average of the closing
         sale prices as reported by the NASDAQ National Market System or, if the
         Common Stock is not included on such system, the average of the closing
         bid and asked prices of the Common Stock in the over-the-counter market
         as  reported  by any system  maintained  by the NASD or any  comparable
         system or, if the Common  Stock is not  included  for  quotation in any
         such  system,  the  average  of the  closing  bid and  asked  prices as
         furnished by two members of the NASD  selected  reasonably  and in good
         faith from time to time by the Board of Directors for that purpose.  In
         the absence of one or more such  quotations,  the Current  Market Price
         per share of the Common  Stock shall be  determined  reasonably  and in
good faith by the Board of Directors of the Company.          

                           (ii) For  purposes of this  Section  9.1,  "Price Per
         Share"  shall be defined  and  determined  according  to the  following
formula:                                                      

P = R/N                   

where                     

P = Price Per Share;      

                           R = the  "Proceeds"  received  or  receivable  by the
                           Company in respect of Rights which shall be the total
                           amount  received  or  receivable  by the  Company  in
                           consideration  for  the  issuance  and  sale  of such
                           Rights  plus  the  aggregate   amount  of  additional
                           consideration  payable to the Company  upon  exercise
                           thereof;  provided  that  the  proceeds  received  or
                           receivable  by the  Company  shall  be the  net  cash
                           proceeds after deducting  therefrom any  compensation
                           paid or discount allowed in the sale, underwriting or
                           purchase thereof by underwriters or dealers or others
      performing similar services; and

                           N = the  "Number  of  Shares,"  which  in the case of
                           Rights  is the  maximum  number  of  shares of Common
                     Stock initially issuable upon exercise thereof.

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                           (e) When De Minimis  Adjustment  May Be Deferred.  No
         adjustment in the number of Warrant Shares purchasable  hereunder shall
         be  required  unless  such  adjustment  would  require an  increase  or
         decrease of at least one percent  (1%) in the number of Warrant  Shares
         purchasable  upon  the  exercise  of each  Warrant,  provided  that any
         adjustments  which by reason of this  paragraph (e) are not required to
         be made  shall  be  carried  forward  and  taken  into  account  in any
         subsequent  adjustment.  All calculations  shall be made to the nearest
one-thousandth of a Warrant Share and the nearest cent.       

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

                           (g) When No Adjustment Required. No adjustment in the
         number of Warrant Shares  purchasable upon the exercise of each Warrant
         need be made under this Section 9.1 in connection  with the issuance of
         Common Stock, options, rights, warrants or other securities pursuant to
         the Plan or the Rights  Agreement  approved  by the  Bankruptcy  Court.
         Additionally,  no  adjustment  need be made if the  Company  issues  or
         distributes  to each Holder of Warrants  the shares,  rights,  options,
         warrants,  evidences  of  indebtedness,   assets  or  other  securities
         referred to in this  Section  9.1 which each  Holder of Warrants  would
         have been entitled to receive had the Warrants  been  exercised for the
         number of Warrant Shares for which Warrants are then exercisable  prior
         to the happening of such event or the record date with respect thereto.
         No adjustment in the number of Warrant Shares will be made for a change
in the par value of the shares of Common Stock.               

                           (h) Shares of Common Stock.  For all purposes of this
         Agreement,  the term "shares of Common  Stock" shall mean (i) the class
         of stock  designated  as the Common Stock of the Company at the date of
         this  Agreement  or (ii)  any  other  class  of  stock  resulting  from
         successive changes or reclassification 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 this Section  9.1, the Holders  shall
         become  entitled to purchase any  securities  of the Company other than
         shares of Common Stock,  thereafter  the number of such other shares so
         purchasable  upon  exercise of each Warrant and the  Exercise  Price of
         such  shares  shall be  subject  to  adjustment  from time to time in a
         manner and on terms  substantially  identical  to the  provisions  with
         respect to the Warrant  Shares  contained in paragraphs (a) through (g)
         above, and the provisions of this Agreement with respect to the Warrant
Shares shall apply on like terms to any such other securities.

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                           (i) Expiration of Rights.  Upon the expiration of any
         Rights,  if any thereof  shall not have been  exercised,  the  Exercise
         Price and the number of Warrant Shares purchasable upon the exercise of
         each Warrant  shall,  upon such  expiration,  be  readjusted  and shall
         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 (A) 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 and (B) such  shares of Common  Stock,  if any,
         were  issued or sold for the  consideration  actually  received  by the
         Company upon such exercise plus the  aggregate  consideration,  if any,
         actually received by the Company for the issuance of all of such Rights
         whether or not exercised, provided that no such readjustment shall have
         the effect of increasing the Exercise 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 issuance of such Rights.                       

                  9.2 Voluntary  Adjustment  by the Company.  The Company may at
its option, at any time during the term of the Warrants, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company.                                                                        

                  9.3  Notice of  Adjustment.  Whenever  the  number of  Warrant
Shares  purchasable  upon the exercise of each Warrant or the Exercise  Price of
Warrant Shares is adjusted,  as herein provided  (except pursuant to Section 4.5
hereof),  the Company  shall cause the  Warrant  Agent  promptly to mail to each
Holder, at the sole expense of the Company by first class mail, postage prepaid,
notice of such  adjustment or adjustments and shall deliver to the Warrant Agent
a  certificate  of a firm of  independent  public  accountants  (who  may be the
regular accountants employed by the Company) setting forth the number of Warrant
Shares  purchasable  upon the exercise of each Warrant and the Exercise Price of
Warrant  Shares after such  adjustment,  setting forth a brief  statement of the
facts  requiring  such  adjustment  and setting forth in  reasonable  detail the
computations  by which such  adjustment  was made.  The  Warrant  Agent shall be
entitled  to  rely  on  such   certificate   and  shall  be  under  no  duty  or
responsibility with respect to any such certificate, except to exhibit the same,
from  time to time,  to any  Holder  requesting  an  inspection  thereof  during
reasonable  business hours. The Warrant Agent shall not at any time be under any
duty or  responsibility to any Holder to determine whether any facts exist which
may require any adjustment of the Exercise Price or the number of Warrant Shares
or other stock or property purchasable on exercise of Warrants,  or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed in making such adjustment.                                      

                  9.4   Preservation   of   Purchase   Rights   upon  Merger  or
Consolidation. In case of any consolidation of the Company with or merger of the
Company into another entity,  the Company or such successor entity shall execute
and deliver to the  Warrant  Agent an  agreement,  which shall be binding on the
Holders,  that each Holder shall have the right  thereafter  upon payment of the
Exercise Price in effect  immediately  prior to such action (after giving effect
to any  applicable  adjustments  under  Section  9.1  hereof) to  purchase  upon
exercise of each Warrant the kind and amount of shares and other  securities and
property  (including  cash)  which  such  Holder  would  have owned or have been

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entitled to receive after the happening of such consolidation or merger had such
Warrant been exercised  immediately  prior to such action.  The Company shall at
its sole  expense  mail by first class  mail,  postage  prepaid,  to each Holder
notice of the execution of any such agreement.  Such agreement shall provide for
adjustments,  which shall be substantially identical to the adjustments provided
for in this Section 9. In addition,  the Company shall not merge or  consolidate
with or into any other entity unless the  successor  entity (if not the Company)
shall expressly assume,  by supplemental  agreement  reasonably  satisfactory in
form and  substance to the Warrant  Agent in its sole  judgment and executed and
delivered to the Warrant Agent, the due and punctual  performance and observance
of each and every  covenant and condition of this  Agreement to be performed and
observed by the Company.  The  provisions  of this  Section 9.4 shall  similarly
apply to successive  consolidations or mergers. The Warrant Agent shall be under
a good  faith  duty and  responsibility  to  determine  the  correctness  of any
provisions  contained  in any such  agreement  relating to the kind or amount of
shares of stock or other  securities  or property  receivable  upon  exercise of
Warrants or with respect to the method  employed  and  provided  therein for any
adjustments  and shall be entitled to rely upon the provisions  contained in any
such agreement.                                                                 

                  9.5 No Adjustment for Dividends.  Except as expressly provided
in Section 9.1 hereof,  no adjustment  in respect of any dividend  shall be made
during the term of a Warrant or upon exercise of a Warrant.                     

                  9.6 Statement on Warrants.  Irrespective of any adjustments in
the Exercise Price or the number or kind of shares purchasable upon the exercise
of the  Warrants,  Warrants  theretofore  or  thereafter  issued may continue to
express  the same  Exercise  Price and number and kind of Warrant  Shares as are
stated in the Warrants initially issuable pursuant to this Agreement.           

                  Section 10. Fractional Interests.  Neither the Company nor the
Warrant  Agent  shall be  required  to issue  fractional  Warrant  Shares on the
exercise of  Warrants.  If more than one Warrant  shall be exercised at the same
time by the same  Holder,  the  number of full  Warrant  Shares  which  shall be
issuable  upon such  exercise  shall be computed  on the basis of the  aggregate
number of Warrants so  exercised.  If any  fraction  of a Warrant  Share  would,
except for the provisions of this Section 10, be issuable on the exercise of any
Warrant,  the Company shall pay an amount in cash equal to the closing price for
one share of Common Stock on the date the Warrant  Certificate  is presented for
exercise (determined in accordance with the second sentence of Section 9.1(d)(i)
hereof), multiplied by such fraction.                                           

                  Section  11. No Rights as  Stockholders;  Notices to  Holders.
Nothing contained in this Agreement or in any of the Warrants shall 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 stockholders in respect
of any meeting of  stockholders  for the election of directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company.      

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In case:                                                      

                                    (a) the Company shall authorize the issuance
                  to all holders of shares of Common Stock of rights, options or
                  warrants to subscribe  for or purchase  shares of Common Stock
       or of any other subscription rights or warrants; or

                                    (b)  the   Company   shall   authorize   the
                  distribution  to all  holders  of shares  of  Common  Stock of
        securities or assets (other than cash dividends); or

                                    (c) of any  consolidation or merger to which
                  the  Company  is  a  party  and  for  which  approval  of  any
                  stockholders of the Company is required,  or of the conveyance
                  or transfer of a  substantial  portion of the  properties  and
                  assets of the Company for which  approval of any  stockholders
                  of the  Company is  required,  or of any  reclassification  or
                  change of Common Stock  issuable upon exercise of the Warrants
                  (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),  or a tender  offer or exchange
       offer by the Company for shares of Common Stock; or

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

                  then the  Company  shall  cause to be filed  with the  Warrant
                  Agent  and  shall  cause  to be given  to each  Holder  at its
                  address  appearing  on the Warrant  Register,  at least twenty
                  (20) days  prior to the  applicable  record  date  hereinafter
                  specified,  or  promptly in the case of events for which there
                  is no record date,  by first class mail,  postage  prepaid,  a
                  written notice stating (i) the date as of which the holders of
                  record of shares of Common Stock  entitled to receive any such
                  rights,   options,   warrants  or   distribution   are  to  be
                  determined,  or (ii) the initial  expiration date set forth in
                  any tender offer or exchange offer for shares of Common Stock,
                  or  (iii)  the  date  on  which  any  such   reclassification,
                  consolidation,   merger,  conveyance,  transfer,  dissolution,
                  liquidation  or winding up is expected to become  effective or
                  consummated,  as well as the date as of  which it is  expected
                  that  holders  of record of  shares of Common  Stock  shall be
                  entitled  to  exchange  such  shares for  securities  or other
                  property,  if any,  deliverable  upon  such  reclassification,
                  consolidation,   merger,  conveyance,  transfer,  dissolution,
                  liquidation,  or winding  up.  The  failure to give the notice
                  required by this  Section 11 or any defect  therein  shall not
                  affect the  legality or validity of any  distribution,  right,
                  option,  warrant,  reclassification,   consolidation,  merger,
                  conveyance, transfer, dissolution,  liquidation, winding up or
  action, or the vote upon any of the foregoing.

                  Section 12. Payments in U.S.  Currency.  All payments required
to be made  hereunder  shall be made in  lawful  money of the  United  States of
America.                                                                        

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                  Section  13.  Merger  or  Consolidation  or  Change of Name of
Warrant  Agent.  Any  corporation  into which the 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 shall be a party, or any corporation
succeeding to the corporation trust business of the Warrant Agent,  shall be the
successor to the Warrant Agent hereunder  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 15 hereof. In case at the time such successor to
the Warrant Agent shall succeed to the agency created by this Agreement,  any of
the Warrant  Certificates shall have been  countersigned but not delivered,  any
such  successor  to the  Warrant  Agent may adopt  the  countersignature  of the
original Warrant Agent and deliver such Warrant  Certificates so  countersigned;
and in case at that  time any of the  Warrant  Certificates  shall not have been
countersigned,  any successor to the Warrant Agent may countersign  such Warrant
Certificates  either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrant  Certificates
shall be fully valid and effective as provided therein and in this Agreement.   

                  In case at any  time the name of the  Warrant  Agent  shall be
changed  and at such  time  any of the  Warrant  Certificates  shall  have  been
countersigned   but  not   delivered,   the   Warrant   Agent   may   adopt  the
countersignatures  under its prior name and deliver such Warrant Certificates so
countersigned;  and in case at that time any of the Warrant  Certificates  shall
not have been  countersigned,  the Warrant  Agent may  countersign  such Warrant
Certificates  either in its prior name or in its changed  name;  and in all such
cases such Warrant  Certificates  shall be fully valid and effective as provided
therein and in this Agreement.                                                  

                  Section 14.  Appointment of Warrant Agent.  The Company hereby
appoints  the  Warrant  Agent to act as agent for the Company  hereunder  and in
accordance  with the terms and conditions  hereof,  and the Warrant Agent hereby
accepts such appointment.                                                       

                  14.1   Concerning  the  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, shall be bound:                       

                  14.2  Correctness  of  Statements.  The  statements  contained
herein  and in the  Warrant  Certificates  shall be taken as  statements  of the
Company,  and the Warrant Agent assumes no responsibility for the correctness of
any of the same except such as describe the Warrant Agent or action taken by it.
The Warrant Agent assumes no responsibility  with respect to the distribution of
the Warrant Certificates or Warrants except as herein otherwise provided.       

                  14.3  Breach of  Covenants.  The  Warrant  Agent  shall not be
responsible  for any failure of the Company to comply with any of the  covenants
contained  in  this  Agreement  or in the  Warrant  to be  complied  with by the
Company.                                                                        

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                  14.4 Performance of Duties.  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 shall not
be responsible  for the misconduct or negligence of any attorney or agent (which
shall not include an employee of the Warrant Agent) appointed with due care.    

                  14.5 Reliance on Counsel. The Warrant Agent may consult at any
time with legal counsel satisfactory to it (who may be counsel for the Company),
and the Warrant Agent shall incur no liability or  responsibility to the Company
or to any  Holder in  respect to any  action  taken,  suffered  or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel.                                                                        

                  14.6 Proof of Actions  Taken.  Whenever in the  performance of
its duties  under this  Agreement  the Warrant  Agent shall deem 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
conclusively  to be  proved  and  established  by a  certificate  signed  by the
Chairman of the Board,  the President,  a Vice  President,  the Treasurer or the
Secretary  of  the  Company  and  delivered  to  the  Warrant  Agent;  and  such
certificate  shall 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.                                                 

                  14.7 Compensation. The Company agrees to pay the Warrant Agent
reasonable  compensation  for all services  rendered by the Warrant Agent in the
performance of its duties under this  Agreement,  to reimburse the Warrant Agent
for all reasonable expenses, taxes and governmental charges and other charges of
any kind and nature reasonably  incurred by the Warrant Agent in the performance
of its duties under this Agreement  (including but not limited to legal fees and
expenses),  and to indemnify the Warrant Agent and save it harmless  against any
and all liabilities,  including judgments,  costs and counsel fees, for anything
done or omitted by the Warrant Agent or any of its agents in the  performance of
its  duties  under this  Agreement,  except as a result of the  Warrant  Agent's
negligence or willful misconduct as determined in a final judgment of a court of
competent  jurisdiction  and  authority.  The Company's  obligations  under this
Section 14.7 and any claim arising  hereunder  shall survive the  resignation or
removal of the Warrant Agent and the  termination  or discharge of the Company's
obligations under this Agreement.                                               

                  14.8 Legal  Proceedings.  The Warrant  Agent shall be under no
obligation  to institute  any action,  suit or legal  proceeding  or to take any
other  action  likely to involve  expense  unless the Company or any one or more
Holders shall furnish the Warrant Agent with  reasonable  security and indemnity
for any costs and expenses  which may be incurred or any  liabilities  which may
arise,  but this  provision  shall not affect the power of the Warrant  Agent to
take such action as the  Warrant  Agent may  consider  proper,  whether  with or
without any such security or indemnity. All rights of action of any Holder under
this Agreement or under any of the Warrants may be enforced by the Warrant Agent
without the  possession  of any of the Warrant  Certificates  or the  production
thereof at any trial or other proceeding relative thereto,  and any such action,

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suit or proceeding  instituted by the Warrant Agent shall be brought in its name
as Warrant Agent,  and any recovery of judgment shall be for the ratable benefit
of the Holders, as their respective rights or interests may appear.             

                  14.9 Other Transactions in Securities of Company.  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 any 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  shall  preclude  the  Warrant  Agent  from  acting in any other
capacity for the Company or for any other legal entity.                         

                  14.10 Liability of Warrant Agent.  The Warrant Agent shall act
hereunder  solely as agent,  and its duties  shall be  determined  solely by the
provisions  hereof.  Notwithstanding  any  provision  in this  Agreement  to the
contrary,  the Warrant Agent shall not be liable for anything which it may do or
refrain  from  doing  in  connection  with  this  Agreement  except  for its own
negligence or bad faith.                                                        

                  14.11 Reliance on Documents.  The Warrant Agent will not incur
any liability or  responsibility  to the Company or to any Holder for any action
taken  in  reliance  on  any  notice,   resolution,   waiver,   consent,  order,
certificate, or other paper, document or instrument reasonably believed by it to
be genuine and to have been  signed,  sent or  presented  by the proper party or
parties.                                                                        

                  14.12  Validity of  Agreement.  The Warrant Agent shall not be
under any  responsibility  in respect of the  validity of this  Agreement or the
execution and delivery  hereof  (except the due execution  hereof by the Warrant
Agent) or in respect of the  validity or  execution  of any Warrant  Certificate
(except  its  countersignature  thereof) or any  Warrant;  nor shall the Warrant
Agent by any act hereunder be deemed to make any  representation  or warranty as
to the  authorization or reservation of any Warrant Shares (or other securities)
to be issued  pursuant to this  Agreement or any  Warrant,  or as to whether any
Warrant Shares (or other securities) will, when issued, be validly issued, fully
paid and  nonassessable,  or as to the Exercise Price or the number or amount of
Warrant Shares or other securities or any Assets or other property issuable upon
exercise of any Warrant.                                                        

                  14.13  Instructions from Company.  The Warrant Agent is hereby
authorized and directed to accept  instructions  with respect to the performance
of its duties  hereunder from the Chairman of the Board,  the President,  a Vice
President,  the Treasurer or the Secretary of the Company,  and to apply to such
officers for advice or instructions in connection with its duties, and shall 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 or officers.                   

                  Section 15.  Change of Warrant  Agent.  The Warrant  Agent may
resign and be discharged  from its duties under this  Agreement by giving to the
Company  thirty (30) days' prior  notice in  writing.  The Warrant  Agent may be
removed by like notice to the Warrant  Agent and the Holders  from the  Company,
such notice to specify the date when  removal  shall  become  effective.  If the

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Warrant Agent shall resign or be removed or shall otherwise  become incapable of
acting,  the Company  shall  appoint a successor  to the Warrant  Agent.  If the
Company shall fail to make such appointment  within a period of thirty (30) days
after such removal or notification in writing of such  resignation or incapacity
by the resigning or incapacitated Warrant Agent or by any Holder (who shall with
such notice submit his Warrant Certificate or Certificates for inspection by the
Company),  then any Holder may apply to any court of competent  jurisdiction for
the  appointment  of a successor to the Warrant  Agent.  Any  successor  Warrant
Agent,  whether  appointed  by the  Company or such a court,  shall be a bank or
trust  company,  in good  standing,  incorporated  under the laws of the  United
States of America or any state thereof and having at the time of its appointment
as Warrant Agent a combined capital and surplus of at least $100,000,000.  After
appointment and acceptance of such appointment in writing, the successor Warrant
Agent shall be vested with the same powers,  rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed;
but the former Warrant Agent shall deliver and transfer to the successor Warrant
Agent any  property  at the time held by it  hereunder,  and shall  execute  and
deliver  any  further  assurance,  conveyance,  act or  deed  necessary  for the
purpose. Failure to file any notice provided for in this Section 15, however, or
any defect therein, shall 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. In the event of such  resignation  or  removal,  the
successor  Warrant Agent shall mail, by first class mail,  postage  prepaid,  to
each  Holder,  written  notice of such removal or  resignation  and the name and
address of such successor Warrant Agent.                                        

                  Section 16. Notices.  Any notice pursuant to this Agreement by
the Company or by any Holder to the Warrant Agent, or by the Warrant Agent or by
any Holder to the Company,  shall be in writing and shall be delivered in person
or by facsimile  transmission,  or mailed first class, postage pre-paid,  (a) to
the  Company,  at its offices at 839 Route 13 South,  Cortland,  New York 13045,
Attention:  President,  Telecopier  No.: (607)  753-8769,  or (b) to the Warrant
Agent, at its offices at 140 Broadway,  Level A, New York, New York  10005-1180,
Attention: Marie Mattera,  Telecopier No.: (212) 658-2292. Each party hereto may
from time to time change the address to which  notices to it are to be delivered
or mailed hereunder by notice to the other party.                               

                  Any notice mailed pursuant to this Agreement by the Company or
the Warrant  Agent to the Holders  shall be in writing and shall be mailed first
class,  postage  prepaid,  or  otherwise  delivered,  to such  Holders  at their
respective addresses in the Warrant Register. The initial address of each Holder
shall be as provided by the Company to the Warrant Agent.  Any Holder may change
its address by notice to the Company and the Warrant  Agent given in  accordance
with this Section 16.                                                           

                  Section 17. Cancellation of Warrants. In the event the Company
shall  purchase or  otherwise  acquire  Warrants,  the same shall  thereupon  be
delivered to the Warrant  Agent and be canceled by it and  retired.  The Warrant
Agent  shall  cancel  any  Warrant   certificate   surrendered   for   exchange,
substitution, transfer or exercise in whole or in part.                         

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                  Section 18.  Supplements and  Amendments.  The Company and the
Warrant  Agent may from time to time  supplement  or amend this  Agreement,  the
Warrants and the Warrant  Certificates  without approval of any Holder, in order
to cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent  with any other provision  herein,  or to
comply with the requirements of any national  securities  exchange or The Nasdaq
National  Market  System  (including  but not limited to the deletion of Section
9.2), or to make any other provisions in regard to matters or questions  arising
hereunder  which  the  Company  and the  Warrant  Agent  may deem  necessary  or
desirable  and  which  shall  not be  inconsistent  with the  provisions  of the
Warrants and this Agreement. Any other supplement or amendment to this Agreement
may be  made  with  the  approval  of the  Holders  of a  majority  of the  then
outstanding Warrants;  provided,  however, that any such amendment or supplement
that (i) increases the Exercise  Price;  (ii)  decreases the number of shares of
Common Stock  issuable upon exercise of a Warrant;  or (iii) shortens the period
during which the Warrants may be  exercised,  shall  require the consent of each
Holder of a Warrant affected thereby.                                           

                  Section 19.  Successors.  All the covenants and  provisions of
this  Agreement by or for the benefit of the Company or the Warrant  Agent shall
bind and inure to the benefit of the Company or the Warrant Agent and shall bind
and inure to the benefit of their respective successors hereunder.              

                  Section 20.  Applicable  Law. This  Agreement and each Warrant
issued  hereunder shall 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.                                                                   

                  Section  21.  Benefits  of  this  Agreement.  Nothing  in this
Agreement shall be construed to give to any person or corporation other than the
Company,  the Warrant Agent and the Holders any legal or equitable right, remedy
or claim  under this  Agreement;  but this  Agreement  shall be for the sole and
exclusive benefit of the Company, the Warrant Agent, their respective successors
and the Holders of the Warrants.                                                

                  Section 22.  Counterparts.  This  Agreement may be executed in
any number of counterparts;  each of such counterparts shall for all purposes be
deemed to be an original,  and all such counterparts  shall together  constitute
but one and the same instrument.                                                

                  Section  23.  Captions.  The  captions  of  the  Sections  and
subsections of this Agreement have been inserted for convenience  only and shall
have no substantive effect.                                                     

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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed, all as of the day and year first above written.  

              SMITH CORONA CORPORATION

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

         MARINE MIDLAND BANK
                           -------------------------------------
      as Warrant Agent

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

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                                                                     EXHIBIT A

 FORM OF WARRANT CERTIFICATE

                  THESE WARRANTS AND THE WARRANT  SHARES  ACQUIRED UPON EXERCISE
OF THE  WARRANTS  REPRESENTED  HEREBY ARE  SUBJECT TO  RESTRICTIONS  PURSUANT TO
ARTICLE  IV,  SECTION 5 OF THE  RESTATED  CERTIFICATE  OF  INCORPORATION  OF THE
COMPANY  WHICH  ARTICLE IS REPRINTED IN ITS ENTIRETY ON THE REVERSE SIDE OF THIS
CERTIFICATE.                                                                    

No. ________________________                   ________________________ Warrants

 Warrant Certificate

SMITH CORONA CORPORATION

                  This  Warrant  Certificate  certifies  that  ,  or  registered
assigns, is the registered holder of Warrants (the "Warrants")  expiring at 5:00
p.m., New York City time, on (the "Expiration  Date"), to purchase Common Stock,
$.001 par value per share (the "Common Stock"), of SMITH CORONA  CORPORATION,  a
Delaware corporation (the "Company").  The Warrants may be exercised at any time
from 9:00 a.m.,  New York City time, on to 5:00 p.m., New York City time, on the
Expiration  Date. Each Warrant entitles the holder upon exercise to receive from
the  Company,  if  exercised  before  5:00  p.m.,  New York  City  time,  on the
Expiration  Date,  one fully  paid and  nonassessable  share of Common  Stock (a
"Warrant  Share") at the  Exercise  Price (as defined in the  Warrant  Agreement
referred to on the reverse side  hereof),  payable in lawful money of the United
States of America, upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent, but only subject to
the conditions set forth herein and in the Warrant Agreement. The Exercise Price
and number of Warrant Shares  issuable upon exercise of the Warrants are subject
to adjustment  upon the occurrence of certain events as set forth in the Warrant
Agreement.                                                                      

      WARRANTS NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON               ,      SHALL BECOME VOID.                      

                  Reference  is hereby  made to the further  provisions  of this
Warrant Certificate set forth on the reverse hereof, and such further provisions
shall for all  purposes  have the same effect as though  fully set forth at this
place.                                                                          

                  This   Warrant   Certificate   shall   not  be  valid   unless
countersigned  by the  Warrant  Agent,  as such  term  is  used  in the  Warrant
Agreement.                                                                      

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                  IN WITNESS WHEREOF,  SMITH CORONA  CORPORATION has caused this
Warrant Certificate to be duly executed.                                        

              SMITH CORONA CORPORATION

                          By:_________________________________
  Title:

Dated:                                                                          

____________________________________                                            

Countersigned:                                                                  
MARINE MIDLAND BANK               ,                                             
____________________________________                                            
as Warrant Agent                                              

By:__________________________________                                           
Authorized Signatory                                          

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 [Form of Warrant Certificate]

 [Reverse]

                  The Warrants evidenced by this Warrant Certificate are part of
a duly  authorized  issue of Warrants  expiring on the Expiration Date entitling
the holder on exercise to receive  shares of Common Stock of the Company and are
issued or to be issued  pursuant to a Warrant  Agreement dated as of , 1996 (the
"Warrant  Agreement"),  duly  executed  and  delivered  by the Company to Marine
Midland Bank, as Warrant Agent (the "Warrant Agent"), which Warrant Agreement is
hereby  incorporated  by reference in and made a part of this  instrument and is
hereby  referred  to for a  description  of the  rights,  limitation  of rights,
obligations,  duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "holders" or "holder" meaning the registered  holders
or registered  holder) of the Warrants.  A copy of the Warrant  Agreement may be
obtained by the holder hereof upon written request to the Company.  By accepting
initial  delivery,  transfer or exchange of this  Warrant,  the duly  registered
holder  shall be deemed to have agreed to the terms of the Warrant  Agreement as
it may be in effect from time to time,  including any  amendments or supplements
duly adopted in accordance therewith.                                           

                  The holder of Warrants  evidenced by this Warrant  Certificate
may exercise them by  surrendering  this Warrant  Certificate,  with the form of
election to purchase set forth hereon properly completed and executed,  together
with payment of the Exercise Price in the manner  described  below at the office
of the Warrant Agent. In the event that upon any exercise of Warrants  evidenced
hereby the number of Warrants  exercised  shall be less than the total number of
Warrants  evidenced  hereby,  there shall be issued to the holder  hereof or its
assignee  a new  Warrant  Certificate  evidencing  the  number of  Warrants  not
exercised.                                                                      

                  Payment  of the  Exercise  Price  may be  made in cash by wire
transfer to the Warrant  Agent for the account of the Company or by certified or
official bank check or checks to the order of the Company or by any  combination
thereof.                                                                        

                  The Warrant  Agreement  provides  that upon the  occurrence of
certain  events the number of shares of Common Stock  issuable upon the exercise
of each Warrant, and the Exercise Price of each Warrant, may, subject to certain
conditions,  be adjusted. No fractions of a share of Common Stock will be issued
upon the  exercise  of any  Warrant,  but the  Company  shall pay the cash value
thereof determined as provided in the Warrant Agreement.                        

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

                  Upon due  presentation  for  registration  of transfer of this
Warrant  Certificate  at  the  office  of  the  Warrant  Agent,  a  new  Warrant

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Certificate  or  Warrant  Certificates  of  like  tenor  and  evidencing  in the
aggregate  a like  number of Warrants  shall be issued to the  transferee(s)  in
exchange for this Warrant  Certificate,  subject to the limitations  provided in
the Warrant  Agreement,  without charge except for any tax or other governmental
charge imposed in connection therewith.                                         

                  The  Company  and the  Warrant  Agent  may deem and  treat the
registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone),  for the purpose of any exercise  hereof,  of any  distribution  to the
holder(s)  hereof,  and for all other purposes,  and neither the Company nor the
Warrant  Agent  shall be  affected  by any notice to the  contrary.  Neither the
Warrants nor this Warrant  Certificate  entitles any holder hereof to any rights
of a stockholder of the Company.                                                

                  Until  June  30,  1999,  (a)  any  attempted  sale,  transfer,
assignment, conveyance, grant, pledge, gift or other disposition of any share or
shares  of stock of the  Company  (within  the  meaning  of  Section  382 of the
Internal  Revenue  Code of 1986,  as amended  (the "Tax Code")) or any option or
right to  purchase  such stock,  as defined in the  Treasury  Regulations  under
Section  382 of the Tax Code,  to any  person or entity  (or group of persons or
entities  acting in concert),  or any attempted  exercise of the  aforementioned
option or right to  purchase  such  stock by any  person or entity  (or group of
persons or entities  acting in concert),  who either directly or indirectly owns
or would be treated as owning, or whose shares are or would be attributed to any
person or entity who directly or indirectly  owns or would be treated as owning,
in either case prior to the  purported  transfer or  exercise  and after  giving
effect  to the  applicable  attribution  rules of the Tax  Code  and  applicable
Treasury Regulations, 5-percent or more of the value of the outstanding stock of
the Company or otherwise  treated as a 5-percent  (5%)  shareholder  (within the
meaning of Section 382 of the Tax Code),  regardless of the percent or the value
of the stock owned,  shall be void ab initio  insofar as it purports to transfer
ownership or rights in respect of such stock to the purported transferee and (b)
any attempted sale,  transfer,  assignment,  conveyance,  grant, gift, pledge or
other  disposition  of any share of stock of the Company  (within the meaning of
Section 382 of the Tax Code) or any option or right to purchase  such stock,  as
defined in the Treasury  Regulations  under  Section 382 of the Tax Code, to any
person or entity (or group of  persons or  entities  acting in  concert)  or any
attempted exercise of the aforementioned  option or right to purchase such stock
by any person or entity (or group of persons or entities  acting in concert) not
described  in clause (a) who directly or  indirectly  would own, or whose shares
would be  attributed  to any person or entity who directly or  indirectly  would
own, in each case as a result of the  purported  transfer or exercise  and after
giving effect to the applicable attribution rules of the Tax Code and applicable
Treasury Regulations, 5-percent (5%) or more of the value of any of the stock of
the Company (or otherwise  treated as a 5-percent  (5%)  shareholder  within the
meaning of  Section  382 of the Tax Code),  shall,  as to that  number of shares
causing  such person or entity to be a 5-percent  (5%)  shareholder,  be void ab
initio insofar as it purports to transfer ownership or rights in respect of such
stock to the purported transferee; provided, however, if the Company either does
not  qualify  under  Section  382(l)(5)  of the Tax Code or  chooses  to make an
election under Section 382(l)(5)(H) of the Tax Code (or the applicable provision
then in effect) not to have the provisions of Section  382(l)(5) of the Tax Code
apply, the  restrictions  described above in clauses (a) and (b) shall be deemed
to lapse and shall have no further force or effect as of the earlier of the     

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date the Company is aware that it does not qualify  under  Section  382(l)(5) of
the Tax Code and the date of such  election;  provided  further,  however,  that
neither of the restrictions  described above in the foregoing clauses (a) or (b)
shall prevent a valid  transfer or exercise if (i) the  transferor or exercisor,
as the case may be,  obtains the written  approval of the Board of  Directors of
the Company and provides the Company with an opinion of counsel  satisfactory to
the Company that, assuming, as of the date of such opinion, the full exercise of
all  warrants  issued by, and any options  granted  pursuant to any stock option
plan of,  the  Company,  the  transfer  or  exercise  shall  not  result  in the
application  of any  tax  law  limitation  on the  use  of  the  Company's  loss
carryforwards or other tax attributes or (ii) a tender offer, within the meaning
of the  Securities  Exchange Act of 1934, as amended,  and pursuant to the rules
and  regulations  thereof,  is made by a bona  fide  third  party  purchaser  to
purchase at least  sixty-six and two thirds  percent  (662/3%) of the issued and
outstanding  common  stock of the  Company and the offeror (A) agrees to effect,
within  ninety (90) days of the  consummation  of the tender  offer,  a back-end
merger  in  which  all  non-tendering   shareholders   would  receive  the  same
consideration  as paid in the tender  offer,  and (B) has received the tender of
sufficient shares to effect such merger.  Without limiting or restricting in any
manner the effectiveness of the foregoing  provisions,  the Company may rely and
shall be  protected  in  relying  on its  shareholder  lists and stock  transfer
records for all purposes relating to such notices,  voting,  payment of dividend
or other communication or distributions to its shareholders.                    

                  In the absence of special  approval by the Board of Directors,
a  purported  transfer or exercise of shares in excess of the shares that can be
transferred or exercised pursuant to this Section 5 (the "Prohibited Shares") to
the purported  acquiror (the  "Purported  Acquiror) is not effective to transfer
ownership of such Prohibited Shares. On demand by the Company, which demand must
be made within  thirty (30) days of the time the Company  learns of the transfer
or exercise of the  Prohibited  Shares,  a Purported  Acquiror must transfer any
certificate or other  evidence of ownership of the Prohibited  Shares within the
Purported Acquiror's possession or control, together with any dividends or other
distributions  ("Distributions")  that were received by the  Purported  Acquiror
from the Company with respect to the Prohibited  Shares,  to an agent designated
by the Company (the "Agent").  The Agent will sell the  Prohibited  Shares in an
arm's length transaction (over a stock exchange, if possible), and the Purported
Acquiror  will  receive an amount of sales  proceeds  not in excess of the price
paid or consideration  surrendered by the Purported  Acquiror for the Prohibited
Shares (or the fair  market  value of the  Prohibited  Shares at the time of any
attempted transfer to the Purported Acquiror by gift, inheritance,  or a similar
transfer).  If the Purported  Acquiror has sold the  Prohibited  Shares prior to
receiving the Company's demand to surrender the Prohibited  Shares to the Agent,
the Purported  Acquiror shall be deemed to have sold the Prohibited Shares as an
Agent for the initial  transferor,  or, in the case where the Prohibited  Shares
are acquired pursuant to the exercise of an option or right to purchase stock of
the Company, for the Company, and shall be required to transfer to the Agent any
proceeds of such sale and any Distributions.                                    

                  In the case of an  attempted  exercise of an option or a right
to purchase  stock of the  Company,  the Agent will pay to the Company any sales
proceeds in excess of those due to the  Purported  Acquiror,  together  with any
distributions  received  by  the  Agent.  In all  other  cases,  if the  initial
transferor  can  be identified, the Agent will pay to it any sales proceeds in  

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excess of those due to the Purported  Acquiror,  together with any distributions
received by the Agent.  If the initial  transferor  cannot be identified  within
ninety (90) days of receipt of such sales  proceeds,  if any,  the Agent may pay
any such amounts to a charity of its choosing. In no event shall amounts paid to
the Agent inure to the benefit of the Company  (except as set forth in the first
sentence of this paragraph) or the Agent,  but such amounts may be used to cover
expenses of the Agent in attempting to identify the initial transferor.         

                  If the Purported  Acquiror  fails to surrender the  Prohibited
Shares within the next thirty (30) business days from the demand by the Company,
then the Company may institute  legal  proceedings to compel the surrender.  The
Company shall be entitled to damages,  including reasonable  attorneys' fees and
costs, from the Purported Acquiror, on account of such purported transfer.      

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 PURCHASE FORM

                  The  undersigned  hereby  irrevocably  elects to exercise this
Warrant,  according  to the  terms  and  conditions  hereof,  to the  extent  of
purchasing  shares of Common Stock and hereby  makes  payment of $ in payment of
the  exercise  price  thereof.  If the number of shares  shall not be all of the
shares purchasable under this Warrant, a new Warrant Certificate for the balance
remaining  shall be issued in the name of the  undersigned  or its  assignee  as
indicated on the Assignment Form.                                               

Dated: ____________________                                                     

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:                                                                           
________________________________________________________________________________
(please typewrite or print in block letters)

Address:                                                                        
________________________________________________________________________________

Signature:                                                                      
________________________________________________________________________________
Note: The signature must conform in all respects to name of holder as 
specified on the face of this Warrant Certificate 

Signature Guaranteed:                                                           

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 ASSIGNMENT FORM

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto                                                                  

Name:---------------------------------------------------------------------------
(please typewrite or print in block letters)

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

its right to purchase  ----- shares of Common Stock  represented by this Warrant
and  does  hereby  irrevocably  constitute  and  appoint  ---------Attorney,  to
transfer the same on the books of the Company,  with full power of  substitution
in the premises.                                                                

Dated:----------------------------------                                        

-----------------------------------------       Signature:----------------------
Social Security or other number of holder       Note:  The signature must       
                                          identifying conform in all
                                             respects to name of holder as
                                             specified on the face of this
                                   Warrant Certificate

Signature Guaranteed:                                                           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		6/30/99		11		31			10-K,  DEF 14A
Filed on:		1/30/97
									List all Filings