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Warrant Agreement [Class C] - Marvel Enterprises Inc. and American Stock Transfer & Trust Co.

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                                                       CLASS C WARRANT AGREEMENT

                                WARRANT AGREEMENT

                  WARRANT   AGREEMENT,   dated  as  of  October  1,  1998  (this
"Agreement")  between  Marvel  Enterprises,  Inc., a Delaware  corporation  (the
"Company"),  and American Stock Transfer & Trust Company,  as warrant agent (the
"Warrant Agent").

                  WHEREAS,  as  consideration  paid by the Company in connection
with the  settlement  and  resolution of all disputes  between  stockholders  of
Marvel  Entertainment Group, Inc., a Delaware  corporation  ("Marvel"),  and the
Debtors (as herein  defined),  in connection with a Fourth Amended Joint Plan of
Reorganization  under  Chapter 11,  Title 11,  United  States Code (the "Plan of
Reorganization"),  for Marvel,  the Asher Candy Company,  Fleer Corp.,  Frank H.
Fleer Corp., Heroes World Distribution, Inc., Malibu Comics Entertainment, Inc.,
Marvel Characters,  Inc., Marvel Direct Marketing Inc., and SkyBox International
Inc. (collectively,  the "Debtors"), jointly proposed by the Company and certain
holders of senior secured  indebtedness of Marvel, the Company proposes to issue
and deliver warrant certificates (the "Warrant Certificates") as provided in the
Plan of Reorganization to each holder of an Allowed Unsecured Claim, the LaSalle
Claim, an Allowed Equity Interest or Allowed Class  Securities  Litigation Claim
(as  defined in the Plan of  Reorganization)  evidencing  Class C Warrants  (the
"Warrants") to acquire, under certain  circumstances,  an aggregate of 7,000,000
shares of the common  stock,  $0.01 par value per  share,  of the  Company  (the
"Common  Stock"),  such  number of  Warrants  and shares of Common  Stock  being
subject to adjustment as set forth herein; and

                  WHEREAS,  the  Company  desires  the  Warrant  Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance of the Warrant Certificates and other matters provided herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  agreements  herein  set  forth,  and for the  purpose  of  defining  the
respective  rights and  obligations  of the Company,  the Warrant  Agent and the
Holders (as defined herein), the parties hereto agree as follows:

                  SECTION 1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:

                  "Affiliate"  means, (i) with respect to any specified  Person,
any other Person that, directly or indirectly,  controls, is controlled by or is
under direct or indirect  common  control  with such  specified  Person,  or any
executive  officer or director of any such  specified  Person or other Person or
(ii) with respect to any natural Person, any Person

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having a relationship  with such person by blood,  marriage or adoption not more
remote than first cousin.  For the purposes of this definition,  "control," when
used with  respect to any  specified  Person,  means the  possession,  direct or
indirect,  of the power to direct the  management  and  policies of such Person,
directly or indirectly,  whether through the ownership of voting securities,  by
contract or otherwise;  provided,  however,  that beneficial ownership of 10% or
more of the voting  securities  of a Person  will be deemed to be  control.  The
terms "controlling" and "controlled" have meanings correlative to the foregoing.

                  "Board of Directors" means the Company's Board of Directors or
a duly appointed committee of the Company's Board of Directors.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking  institutions  in the City of New
York, or the city in which the principal  corporate  trust office of the Warrant
Agent is located,  are  authorized or obligated by law or executive  order to be
closed.

                  "Common  Stock"  has the  meaning  set  forth in the  preamble
hereof.

                  "Company"   means   Marvel   Enterprises,   Inc.,  a  Delaware
corporation, and its successors and assigns.

                  "Consummation  Date" has the  meaning set forth in the Plan of
Reorganization.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder.

                  "Exercise  Price" means the purchase price per share of Common
Stock to be paid upon the exercise of each Warrant in accordance  with the terms
hereof,  which  price  shall be $18.50  per share of Common  Stock,  subject  to
adjustment from time to time pursuant to Section 11 hereof.

                  "Expiration  Date"  means  the  first  business  day after the
fourth anniversary of the Consummation Date.

                  "Fair Market Value" means, with respect to any share of Common
Stock,  as of the date of  determination  the average of the daily Closing Price
for  each  of the 20  consecutive  trading  days  preceding  the  date  of  such
computation. The closing price for each day shall be:

                  (a) 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)

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                  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 that 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

                  (b) 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; or

                  (c) if the Common  Stock is not listed or  admitted to trading
                  and in the  absence of one or more such  quotations,  the Fair
                  Market Value shall be as  reasonably  determined in good faith
                  by the  Board  of  Directors  (which  determination  shall  be
                  reasonably  described  in a written  notice  delivered  to the
                  Warrantholders)   or,  if  an   objection   is  made  to  such
                  determination by a Qualifying Warrantholder (as defined below)
                  in accordance with the following sentence, as determined by an
                  Independent   Appraiser  in  accordance   with  the  following
                  sentence. In the event that any Qualifying Warrantholder shall
                  object to the  determination  of the Board of Directors of the
                  Fair Market Value by delivering  written notice to the Company
                  within ten (10)  Business  Days  following the receipt by such
                  Qualifying Warrantholder of such determination of the Board of
                  Directors,  the Fair Market Value shall  instead be determined
                  in good faith by an Independent  Appraiser.  The determination
                  of the Board of  Directors  of the Fair Market  Value shall be
                  binding  and  conclusive  if no  objection  is  made  to  such
                  determination by a Qualifying Warrantholder in accordance with
                  the  terms  set forth  above in this  paragraph.  The fees and
                  expenses of any  Independent  Appraiser  determining  the Fair
                  Market   Value   shall  be  borne  by  the   Company  and  the
                  determination by such Independent Appraiser of the Fair Market
                  Value shall be binding and conclusive.

                  "Holder" or  "Warrantholder"  means the registered holder of a
Warrant.

                  "Independent   Appraiser"  means  any  nationally   recognized
investment  banking firm or accounting  firm (other than any investment  banking
firm or accounting firm having a

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                  significant  ongoing  relationship  with  the  Company  or the
                  Qualifying   Warrantholder  at  the  time  of  the  appraisal)
                  selected  jointly in good faith by the Board of Directors  and
                  the Qualifying Warrantholder, whose fees and expenses shall be
                  paid by the Company.

                  "Person" means any individual,  corporation, limited liability
company, partnership,  joint venture,  association,  joint-stock company, trust,
unincorporated  organization,  government or any agency or political subdivision
thereof, or other entity.

                  "Plan of  Reorganization"  has the  meaning  set  forth in the
preamble hereof.

                  "Qualifying  Warrantholder"  means any Warrantholder (or group
of  Warrantholders)  that, at the time of any objection to the  determination of
the Board of Directors of the Fair Market Value, beneficially owns collectively,
together  with its  Affiliates,  at least ten percent (10%) of the Warrants on a
fully diluted basis.

                  "Register" has the meaning set forth in Section 5(c) hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar Federal statute,  and the rules and regulations of the Securities
and Exchange Commission thereunder.

                  "Transfer  Agent"  has the  meaning  set forth in  Section  10
hereof.

                  "Warrant  Agent" means American Stock Transfer & Trust Company
or the successor or  successors  of such Warrant  Agent  appointed in accordance
with the terms hereof.

                  "Warrant  Certificates"  has  the  meaning  set  forth  in the
preamble hereof.

                  "Warrants" has the meaning set forth in the preamble hereof.

                  "Warrants  Shares"  means the shares of Common Stock issued or
issuable  upon  the  exercise  of the  Warrants  pursuant  to the  terms of this
Agreement.

                  SECTION 2.  Appointment of Warrant  Agent.  The Company hereby
appoints the Warrant  Agent to act as agent for the Company in  accordance  with
the terms and  conditions  set forth in this  Agreement,  and the Warrant  Agent
hereby accepts such appointment.

                  SECTION 3. Warrant Certificates.  (a) The Warrant Certificates
to be delivered  pursuant to this  Agreement  shall be in registered  form only,
shall be  substantially  in the form set forth in Exhibit A attached  hereto and
shall have such  insertions as are  appropriate or required or permitted by this
Agreement and may have such  letters,  numbers,  designations  or other marks of
identification and such legends,  summaries and endorsements  stamped,  printed,
lithographed or

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engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement,  or as may be required to comply with any
law or with  any  rule or  regulation  pursuant  thereto  or  with  any  rule or
regulation  of any  securities  exchange on which the  Warrants may from time to
time be listed. Warrant Certificates shall be dated the date of countersignature
by the Warrant Agent.

                  (b)   Pending   the   preparation   of   definitive    Warrant
Certificates,  temporary  Warrant  Certificates  may  be  issued,  which  may be
printed,  lithographed,  typewritten,  mimeographed or otherwise  produced,  and
which will be substantially of the tenor of the definitive Warrant  Certificates
in lieu of which they are issued.

                  (c) If temporary Warrant  Certificates are issued, the Company
will cause definitive Warrant  Certificates to be prepared without  unreasonable
delay. After the preparation of definitive Warrant  Certificates,  the temporary
Warrant  Certificates shall be exchangeable for definitive Warrant  Certificates
upon  surrender of the  temporary  Warrant  Certificates  to the Warrant  Agent,
without charge to the Holder.  Temporary Warrant Certificates so surrendered for
exchange  shall be canceled by the Warrant  Agent and disposed of by the Warrant
Agent in a manner satisfactory to the Company. Until so exchanged, the temporary
Warrant  Certificates  shall in all  respects be  entitled to the same  benefits
under this Agreement as definitive Warrant Certificates.

                  SECTION 4.  Execution  of Warrant  Certificates.  (a)  Warrant
Certificates  shall be signed on behalf of the  Company by its  Chairman  of the
Board,  its Chief  Executive  Officer,  its President or a Vice President of the
Company.  Such signature upon the Warrant  Certificates  may be manual or in the
form of a  facsimile  signature  of the  present or any future  Chairman  of the
Board, Chief Executive Officer,  President or Vice President of the Company, and
may be imprinted or otherwise  reproduced  on the Warrant  Certificates  and for
that purpose the Company may adopt and use the facsimile signature of any person
who shall have been Chairman of the Board, Chief Executive Officer, President or
Vice  President  of the Company,  notwithstanding  the fact that at the time the
Warrant  Certificates  shall be countersigned and delivered or disposed of he or
she shall have ceased to hold such office.

                  (b) In case any  officer of the  Company who shall have signed
any of the  Warrant  Certificates  shall  cease to be such  officer  before  the
Warrant  Certificates  so signed  shall have been  countersigned  by the Warrant
Agent,   or  delivered  to  the  Holder  thereof,   such  Warrant   Certificates
nevertheless shall be countersigned and delivered with the same force and effect
as though such person had not ceased to be such officer of the  Company,  unless
the Warrant  Agent has  received  written  instructions  from the Company not to
countersign and deliver such  Certificates;  and any Warrant  Certificate may be
signed on behalf of the  Company by any person  who,  at the actual  date of the
execution of such Warrant Certificate,  shall be a proper officer of the Company
to sign such Warrant Certificate,  although at the date of the execution of this
Warrant Agreement any such person was not such officer.


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                  SECTION 5. Registration and Countersignature.  (a) The Company
and the Warrant Agent,  on behalf of the Company,  shall number and register the
Warrant  Certificates in a Register (as hereinafter  defined) as they are issued
by the Company  which such  register  shall be  maintained  in  accordance  with
Section 5(c) hereof.

                  (b) Warrant  Certificates  shall be manually  countersigned by
the  Warrant   Agent  and  shall  not  be  valid  for  any  purpose   unless  so
countersigned.  The  Warrant  Agent  shall,  upon  written  instructions  of the
Chairman of the Board,  the Chief  Executive  Officer,  the  President or a Vice
President  of the Company,  initially  countersign,  issue and deliver  Warrants
entitling  the Holders  thereof to purchase  not more than the number of Warrant
Shares  referred to above in the first recital hereof and shall  countersign and
deliver Warrants as otherwise provided in this Agreement.

                  (c) The Company shall maintain,  or cause to be maintained,  a
register  (the  "Register")  of the Warrants at its  registered  office,  at the
principal office of the Warrant Agent or at any other place in the United States
of America designated by the Company, showing (i) the names and the latest known
address of each person who is or has been a Holder;  (ii) the number of Warrants
held by each  Holder;  and  (iii)  the date and  particulars  of the  issue  and
transfer of  Warrants.  The  registered  owner on the Register may be deemed and
treated by the Company, the Warrant Agent and all other persons dealing with the
Warrants  evidenced  thereby as the Holder and  absolute  owner  thereof for any
purpose and as the person entitled to exercise the right represented thereby, or
to the  transfer  on the  books  of the  Company,  any  notice  to the  contrary
notwithstanding,  and,  until  such  transfer  of the  Warrant  on such books in
accordance  with the  provisions  of this  Agreement,  the Company may treat the
registered owner on the Register as the owner for all purposes.

                  SECTION 6.  Registration  of Transfers and Exchanges.  (a) The
Warrant Agent shall from time to time,  subject to the  limitations of Section 7
hereof,  register the transfer of any outstanding Warrant  Certificates upon the
records  to be  maintained  by it  for  that  purpose,  upon  surrender  thereof
accompanied  by  a  written  instrument  or  instruments  of  transfer  in  form
satisfactory  to the  Warrant  Agent,  duly  executed  by the  Holder or Holders
thereof  or by the duly  appointed  legal  representative  thereof  or by a duly
authorized  attorney.  Upon any such  registration  of  transfer  a new  Warrant
Certificate(s)  of like tenor and  representing  in the  aggregate the number of
Warrants transferred, shall be issued to the transferee(s),  and the surrendered
Warrant  Certificate  shall be canceled by the Warrant  Agent.  Upon any partial
transfer,  a new  Warrant  Certificate  of like  tenor and  representing  in the
aggregate the number of Warrants which were not so transferred,  shall be issued
to, and in the name of, the Warrantholder.  Canceled Warrant  Certificates shall
thereafter be disposed of in a manner satisfactory to the Company.

                  (b) Any Warrant  Certificate  may be exchanged,  subdivided or
combined  with other  Warrant  Certificates  evidencing  the same  rights as the
rights  evidenced  thereby  upon  presentation  and  surrender  thereof  at  the
principal office of the Warrant Agent,  together with a written notice signed by
the Holder hereof specifying the denominations in which new Warrant

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Certificate(s) are to be issued.  Upon presentation and surrender of any Warrant
Certificates,  together with such written notice,  for exchange,  subdivision or
combination of such Warrant  Certificates,  the Company will issue a new Warrant
Certificate or Warrant  Certificates,  in the denominations  requested,  of like
tenor entitling the Holder(s)  thereof to purchase the same aggregate  number of
Warrant Shares as the Warrant  Certificate(s)  so surrendered.  Such new Warrant
Certificate(s)  will be  registered  in the name of the Holder  submitting  such
request.  Any Warrant  Certificate  surrendered  for  exchange,  subdivision  or
combination  shall be canceled  promptly  upon the  issuance of such new Warrant
Certificate(s)  and  then be  disposed  of by such  Warrant  Agent  in a  manner
satisfactory to the Company.

                  (c) The Warrant Agent is hereby  authorized to countersign and
deliver,  in accordance  with the  provisions of this Section 6 and of Section 5
hereof, the new Warrant Certificates required pursuant to the provisions of this
Section 6.

                  SECTION  7.  Terms of  Warrants;  Exercise  of  Warrants.  (a)
Subject to the terms of this Agreement,  each Holder shall have the right,  upon
payment of the Exercise  Price in accordance  with the terms of this  Agreement,
from and after the date of issuance of such Warrants  until 5:00 p.m.,  New York
City time, on the  Expiration  Date, to receive from the Warrant Agent on behalf
of the Company the number of fully paid and  nonassessable  Warrant Shares which
the Holder may at the time be entitled to receive on exercise of such  Warrants.
Each Warrant not  exercised on or before 5:00 p.m.,  New York City time,  on the
Expiration  Date shall become void and all rights  thereunder  and all rights in
respect thereof under this Agreement shall cease as of such time.

                  (b) The Warrants may be exercised during normal business hours
on any Business  Day on or prior to the  Expiration  Date upon  surrender to the
Warrant  Agent on behalf of the Company at the  principal  office of the Warrant
Agent of the certificate or certificates evidencing the Warrants to be exercised
with the form of  subscription to purchase on the reverse thereof duly completed
and signed, and upon payment to the Warrant Agent for the account of the Company
of the Exercise  Price as adjusted as herein  provided,  for each of the Warrant
Shares in respect  of which such  Warrants  are then  exercised.  Payment of the
aggregate  Exercise  Price for the number of  Warrant  Shares  specified  in the
subscription  form shall be made by wire  transfer or by  certified  or official
bank check payable to the order of the Company in immediately available funds in
lawful money of the United States of America.

                  (c) Upon surrender of Warrants in accordance with this Section
7, and payment of the Exercise Price as provided above,  the Warrant Agent shall
thereupon  promptly  notify the Company,  and the Warrant Agent shall deliver or
cause to be  delivered,  as promptly as  possible  thereafter,  but in any event
within three (3) Business Days of receipt of such surrender and payment,  to the
Holder of such  Warrant  Certificate  appropriate  evidence of  ownership of any
Warrant  Shares or other  securities or property  (including any money) to which
the Holder is entitled, and, to the extent possible,  certificates  representing
the Warrant Shares or such other securities shall be in such  denomination(s) as
such Holder shall request, and registered or

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otherwise  placed in, or  payable to the order of,  such name or names as may be
directed in writing by the Holder,  and shall  deliver or cause to be  delivered
such evidence of ownership and any other  securities or property  (including any
money) to the person or persons  entitled to receive the same,  together with an
amount in cash in lieu of any  fraction  of a share as  provided  in  Section 13
hereof.  Any such evidence of ownership  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 of the surrender of such
Warrants  and  payment of the  Exercise  Price,  notwithstanding  that the stock
transfer  books  of the  Company  shall  then be  closed  or  that  certificates
representing such shares shall not then be actually delivered to the Holder.

                  (d) The Warrants shall be  exercisable  either in full or from
time to time in part and, in the event that a Warrant Certificate is surrendered
to the Warrant Agent for exercise of fewer than all of the Warrants  represented
by such  Warrant  Certificate  at any time prior to the  Expiration  Date, a new
certificate evidencing the remaining Warrant or Warrants but otherwise identical
to the surrendered  Warrant  Certificate will be issued by the Company,  and the
Warrant Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrant  Certificate  pursuant to the  provisions of this Section 7
and of Section 4 hereof as promptly as  possible,  but in any event within three
(3) Business Days of receipt of the certificate evidencing the Warrants, and 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.

                  (e) All  Warrant  Certificates  surrendered  upon  exercise of
Warrants  shall  be  canceled  by  the  Warrant  Agent.  Such  canceled  Warrant
Certificates  shall  then  be  disposed  of by the  Warrant  Agent  in a  manner
satisfactory  to the Company.  The Warrant Agent shall  account  promptly to the
Company with respect to such  Warrants  exercised  and  concurrently  pay to the
Company as promptly as  practicable,  but in any event  within five (5) Business
Days of receipt,  all monies  received by the Warrant  Agent for the purchase of
the Warrant Shares through the exercise of such Warrants.

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

                  SECTION  8.  Payment  of  Taxes.  The  Company  will  pay  all
documentary  stamp  taxes and other  governmental  charges  attributable  to the
initial  issuance of Warrant  Shares upon the  exercise of  Warrants;  provided,
however,  that the  Company  shall not be required to pay any tax or taxes which
may be payable in respect of any  transfer  involved in the issue of any Warrant
Certificates or any certificates for Warrant Shares in a name other than that of
the Holder of a Warrant Certificate  surrendered upon the exercise of a Warrant,
and the  Company  shall  not be  required  to  issue  or  deliver  such  Warrant
Certificates unless or until the Person or Persons

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requesting  the  issuance  thereof  shall have paid to the Company the amount of
such tax or shall have  established to the satisfaction of the Company that such
tax has been paid.

                  SECTION  9.  Mutilated,  Destroyed,  Lost and  Stolen  Warrant
Certificates. (a) If (i) any mutilated Warrant Certificate is surrendered to the
Warrant  Agent or (ii) the  Company and the Warrant  Agent  receive  evidence to
their reasonable  satisfaction of the destruction,  loss or theft of any Warrant
Certificate,  and there is delivered  to the Company and the Warrant  Agent such
certificate  or  indemnity  as may be  required  by them  to  save  each of them
harmless,  then,  in the absence of notice to the  Company or the Warrant  Agent
that such Warrant  Certificate has been acquired by a bona fide  purchaser,  the
Company shall execute and upon the Company's  written  request the Warrant Agent
shall  countersign  and  deliver,  in exchange  for any such  mutilated  Warrant
Certificate or in lieu of and in substitution  for any such  destroyed,  lost or
stolen Warrant  Certificate,  a new Warrant  Certificate of like tenor and for a
like aggregate  number of Warrants.  An applicant for such a substitute  Warrant
Certificate  shall also comply  with such other  reasonable  regulations  as the
Company may prescribe.

                  (b) Upon the  issuance  of any new Warrant  Certificate  under
this  Section 9, the  Company  may  require  the  payment by the Holder of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto and the payment of such other reasonable charges as the Company
may prescribe,  including  reimbursement  of reasonable fees and expenses of the
Company and the Warrant Agent incidental thereto.

                  (c) The  provisions  of this Section 9 are exclusive and shall
preclude (to the extent lawful) all other rights or remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Warrant Certificates.

                  SECTION 10. Issuance of Warrant Shares.  The Company will keep
a copy of this  Agreement on file with the  transfer  agent for the Common Stock
(the "Transfer  Agent") and with every subsequent  transfer agent for any shares
of the  Company's  capital  stock  issuable  upon the  exercise of the rights of
purchase  represented by the Warrants.  The Warrant Agent is hereby  irrevocably
authorized  to  requisition,  from time to time,  from such  Transfer  Agent the
certificates  representing  shares of the Common Stock and any cash which may be
payable as provided in Section 13 hereof required to honor outstanding  Warrants
upon  exercise  thereof  in  accordance  with the terms of this  Agreement.  The
Company  will  supply  such  Transfer  Agent  with  duly  executed  certificates
representing  shares  of Common  Stock for such  purposes  and will  provide  or
otherwise make available any cash which may be payable as provided in Section 13
hereof.  The Company will furnish such  Transfer  Agent and the Warrant  Agent a
copy of all notices of adjustments and certificates related thereto, transmitted
to each Holder of the Warrants pursuant to Section 14 hereof.

                  SECTION 11. Adjustment of Exercise Price and Number of Warrant
Shares  Issuable.  The number and kind of Warrant  Shares  purchasable  upon the
exercise of Warrants and the Exercise Price shall be subject to adjustment  from
time to time as follows:

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                  (a)  Stock  Dividends.  If at any time  after  the date of the
                  issuance of the Warrants and prior to the Expiration  Date the
                  Company  shall  pay a stock  dividend  or  other  distribution
                  payable  in shares of Common  Stock or the number of shares of
                  Common  Stock shall have been  increased by a  subdivision  or
                  split-up of shares of Common  Stock,  then, on the date of the
                  payment of such dividend or  distribution  (retroactive to the
                  record  date)  or  immediately  after  the  effective  date of
                  subdivision  or  split-up,  as the case may be,  the number of
                  Warrant  Shares to be delivered  upon exercise of the Warrants
                  will be increased so that the  Warrantholder  will be entitled
                  to   receive   the  number  of   Warrant   Shares   that  such
                  Warrantholder  would have  owned  immediately  following  such
                  action  had the  Warrants  been  exercised  immediately  prior
                  thereto or, in the case of a stock  dividend or  distribution,
                  prior to the record  date for  determination  of  shareholders
                  entitled  thereto,  and the Exercise Price will be adjusted as
                  provided in Section 11(g) hereof.

                  (b)  Combination  of Stock.  If the number of shares of Common
                  Stock  outstanding  at any time after the date of the issuance
                  of the Warrants  shall have been decreased by a combination of
                  the  outstanding  shares of Common  Stock,  then,  immediately
                  after the effective  date of such  combination,  the number of
                  Warrant  Shares to be delivered  upon exercise of each Warrant
                  will be decreased so that the Warrantholder thereafter will be
                  entitled  to receive  the number of Warrant  Shares  that such
                  Warrantholder  would have  owned  immediately  following  such
                  action  had such  Warrant  been  exercised  immediately  prior
                  thereto,  and the Exercise  Price will be adjusted as provided
                  in Section 11(g) hereof.

                  (c) Reorganization,  Etc. If any capital reorganization of the
                  Company,  or any  reclassification of the Common Stock, or any
                  consolidation  of the  Company  with or merger of the  Company
                  with or into any  other  Person  or any  sale,  lease or other
                  transfer  of all or  substantially  all of the  assets  of the
                  Company to any other  Person,  shall be effected in such a way
                  that the holders of Common  Stock shall be entitled to receive
                  stock,  other  securities,  cash or other assets (whether such
                  stock,  other  securities,  cash or other assets are issued or
                  distributed by the Company or another  Person) with respect to
                  or in exchange for Common Stock,  then,  upon exercise of each
                  Warrant, the Warrantholder shall have the right to receive the
                  kind and  amount of  stock,  other  securities,  cash or other
                  assets receivable upon such reorganization,  reclassification,
                  consolidation,  merger or sale,  lease or other  transfer by a
                  holder of the number of Warrant Shares that such Warrantholder
                  would have been  entitled  to receive  upon  exercise  of such
                  Warrant had such Warrant  been  exercised  immediately  before
                  such reorganization,  reclassification,  consolidation, merger
                  or sale,  lease or other transfer,  subject to adjustments (as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company).  Adjustments for events  subsequent to the effective
                  date of such a reorganization, reclassification,

731158.6
                                       10

<PAGE>



                  consolidation,  merger, sale or transfer of assets shall be as
                  nearly  equivalent as may be  practicable  to the  adjustments
                  provided for in this Agreement.  In any such event,  effective
                  provisions  shall be made in the  certificate  or  articles of
                  incorporation  of the resulting or surviving  corporation,  in
                  any contract of sale, merger,  conveyance,  lease, transfer or
                  otherwise  so that the  provisions  set forth  herein  for the
                  protection   of  the  rights  of  the   Warrantholders   shall
                  thereafter  continue to be applicable;  and any such resulting
                  or surviving corporation shall expressly assume the obligation
                  to  deliver,  upon  exercise,  such  shares  of  stock,  other
                  securities,  cash and property. The provisions of this Section
                  11  shall  similarly   apply  to  successive   consolidations,
                  mergers, sales, leases or transfers.

                  (d)  Adjustment  for Rights  Issue.  In case the Company shall
                  issue  rights,   options  or  warrants  or  other   securities
                  convertible or exchangeable  for Common Stock or for any other
                  such right, option or warrant (collectively,  "Rights") to all
                  holders of its  outstanding  Common  Stock  entitling  them to
                  subscribe for,  purchase or obtain upon conversion or exchange
                  to shares of Common  Stock at a Price Per Share which is lower
                  at the record  date  mentioned  below than either (x) the then
                  current Fair Market Value per share of Common Stock or (y) the
                  Exercise   Price,  or  both,  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, purchase or issuance upon conversion
                  or exchange 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  Gross Proceeds  received
                  or  receivable  by the  Company  upon  exercise of such Rights
                  would purchase at the greater of (x) the Fair Market Value per
                  share of Common  Stock at such record date or (y) the Exercise
                  Price.  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.  As used  herein,  "Price Per Share" shall be
                  defined  and  determined  in  accordance  with  the  following
                  formula:

                           P  =  R/N

                           where

                           P  =  Price Per Share;

                           R = the "Gross  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

731158.6
                                       11

<PAGE>



                           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  cash  proceeds   before
                           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.

                  (e)  Adjustment for Other  Distributions.  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),  (c) or (d)  above)  of  the  Company  or any
                  subsidiary  or (y) shares of capital  stock of a subsidiary of
                  the  Company  (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 Fair Market Value per share of Common Stock on the date of
                  such  distribution  and the denominator of which shall be such
                  Fair  Market  Value 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.

                  (f)  Carryover.  Notwithstanding  any other  provision of this
                  Section  11,  no  adjustment  shall be made to the  number  of
                  Warrant Shares to be delivered to the Warrantholder (or to the
                  Exercise Price) if such adjustment  represents less than 1% of
                  the  number  of  Warrant  Shares to be so  delivered,  but any
                  lesser  adjustment  shall be carried forward and shall be made
                  at the time and together  with the earlier to occur of (i) the
                  exercise  of all or any portion of a Warrant and (ii) the next
                  subsequent  adjustment that,  together with any adjustments so
                  carried  forward,  shall amount to 1% or more of the number of
                  Warrant Shares to be so delivered.

731158.6
                                       12

<PAGE>




                  (g)      Exercise Price Adjustment.

                           (i) Whenever the number of Warrant Shares purchasable
                           upon the  exercise  of the  Warrants  is  adjusted as
                           provided  pursuant to this  Section 11, the  Exercise
                           Price payable upon the exercise of a Warrant shall be
                           adjusted   by   multiplying   such   Exercise   Price
                           immediately  prior to such  adjustment by a fraction,
                           the numerator of which shall be the number of Warrant
                           Shares  purchasable  upon the exercise of the Warrant
                           immediately   prior  to  such  adjustment,   and  the
                           denominator  of which  shall be the number of Warrant
                           Shares purchasable immediately thereafter;  provided,
                           however,  that the  Exercise  Price for each  Warrant
                           Share shall in no event be less than the par value of
                           such Warrant Share.

                           (ii) If at any time after the date of the issuance of
                           a Warrant, the Company shall pay to holders of record
                           of Common  Stock  any cash  dividends  or other  cash
                           distributions,  then,  on the date of the  payment of
                           such  dividend or  distribution  (retroactive  to the
                           record  date),  the Exercise  Price  payable upon the
                           exercise  of  such  Warrant   shall  be  adjusted  by
                           reducing  the  Exercise  Price by the  amount of such
                           dividend or  distribution  applicable to one share of
                           Common Stock; provided,  however, that the applicable
                           Exercise  Price for each  Warrant  Share  shall in no
                           event  be less  than the par  value  of such  Warrant
                           Share.

                  (h)  Decrease  in Exercise  Price.  The  Company,  in its sole
                  discretion,  shall have the right at any time, or from time to
                  time,  to decrease the Exercise  Price of the Warrants  and/or
                  increase  the  number of  Warrants  Shares  issuable  upon the
                  exercise of the  Warrants,  including  as it  considers  to be
                  advisable in order that any event  treated for federal  income
                  tax  purposes as a dividend of stock or stock rights shall not
                  be taxable to recipients.

                  (i) Other  Adjustments.  If any  event  occurs as to which the
                  foregoing  provisions  of this  Section  11 are  not  strictly
                  applicable or, if strictly applicable,  would not, in the good
                  faith  judgment of the Board of Directors,  fairly protect the
                  purchase   rights  of  the  Holders  in  accordance  with  the
                  essential intent and principles of such  provisions,  then the
                  Board  of  Directors  shall  make  such   adjustments  in  the
                  application  of  such  provisions,  in  accordance  with  such
                  essential  intent  and  principles,  as  shall  be  reasonably
                  necessary,   in  the  good  faith  opinion  of  the  Board  of
                  Directors, to protect such purchase rights as aforesaid.

                  (j)  Further  Equitable  Adjustments.  If,  after  one or more
                  adjustments to the Exercise Price pursuant to this Section 11,
                  the Exercise Price cannot be reduced  further  without falling
                  below the greater of (i) $0.01 or (ii) the lowest positive

731158.6
                                       13

<PAGE>



                  exercise  price  legally  permissible  for warrants to acquire
                  shares  of  Common  Stock,  the  Company  shall  make  further
                  adjustments  to  compensate  the Holder,  consistent  with the
                  foregoing  principles,  as the Board of  Directors,  acting in
                  good  faith,  deems  necessary,  including  an increase in the
                  number of Warrant Shares issuable upon exercise of outstanding
                  Warrants and/or a cash payment to the Holders.

                  SECTION  12.  Statement  on  Warrants.   Irrespective  of  any
adjustment(s) in the number or kind of Warrant Shares issuable upon the exercise
in whole or in part of the Warrants or the Exercise Price,  Warrants theretofore
or thereafter issued may continue to express the same number and kind of Warrant
Shares  as are  stated  in the  Warrants  initially  issuable  from time to time
pursuant  to this  Agreement,  all  subject to further  adjustment  as  provided
herein.

                  SECTION 13.  Fractional  Interest.  The  Company  shall not be
required to issue fractional shares of Common Stock on the exercise of Warrants.
If more than one Warrant  shall be  presented  for  exercise in full 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 shares of Common  Stock  acquirable  on  exercise  of the  Warrants so
presented.  If any  fraction of a share of Common  Stock  would,  except for the
provisions  of this  Section 13, be issuable on the  exercise of any Warrant (or
specified  portion  thereof),  the Company shall (i) direct and deposit with the
Transfer Agent an amount sufficient to pay an amount in cash calculated by it to
equal the then current Fair Market Value per share  multiplied  by such fraction
computed  to the nearest  whole cent and (ii)  deliver to the  Transfer  Agent a
written  certificate of an officer of the Company setting forth the then current
Fair Market Value per share which  certificate  shall be conclusive  evidence of
the  correctness  of the matters set forth  therein,  absent  clear  error.  The
Holders,  by their acceptance of the Warrant  Certificates,  expressly waive any
and all rights to receive  any  fraction  of a share of Common  Stock or a stock
certificate representing a fraction of a share of Common Stock.

                  SECTION 14. Notices to Warrantholders. (a) Upon any adjustment
of the Exercise Price or number of Warrant Shares  issuable  pursuant to Section
11 hereof,  the  Company  shall as promptly  as  practicable  (x) give a written
certificate  of  the  Company  to  the  Warrant  Agent  of  such  adjustment  or
adjustments  which  certificate shall set forth (i) the number of Warrant Shares
issuable  upon the  exercise  of a Warrant  and the  Exercise  Price  after such
adjustment, (ii) a brief statement of the facts requiring such adjustment, (iii)
the  computation by which such adjustment was made, and (y) cause to be given to
each of the  registered  Holders  of the  Warrant  Certificates  at his  address
appearing on the Register  written  notice of such  adjustments  by  first-class
mail,  postage  prepaid.  The  Warrant  Agent  shall be  entitled to rely on the
above-referenced  certificate(s)  and  shall be under no duty or  responsibility
with respect to any such certificate(s), except to exhibit the same from time to
time to any Holder  desiring 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 that may
require  any  adjustment  of the  number of  Warrant  Shares  or other  stock or
property  issuable on exercise of the  Warrants or the Exercise  Price,  or with
respect to the nature or extent of any such adjustment when made,

731158.6
                                       14

<PAGE>



or with respect to the method employed in making such adjustment or the validity
or  value  (or the kind or  amount)  of any  Warrant  Shares  or other  stock or
property  which may be issuable on exercise of the  Warrants.  The Warrant Agent
shall not be responsible for any failure of the Company to make any cash payment
or to issue,  transfer  or deliver any Warrant  Share or stock  certificates  or
other stock, securities or property upon the exercise of any Warrant.

                  (b)  Prior  to the  Expiration  Date,  and  for so long as the
Warrants have not been exercised in full, in the event of:

                  (i) any taking by the  Company  of a record of the  holders of
         any class of  securities  for the  purpose of  determining  the holders
         thereof who are entitled to receive any dividend or other distribution,
         or any right to subscribe for, purchase or otherwise acquire any shares
         of  stock  of  any  class  or any  other  securities,  indebtedness  or
         property, or to receive any other right, option or warrant; or

                  (ii)  any  capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company (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),  any consolidation or merger involving the
         Company and any other party or any transfer of all or substantially all
         the  assets of the  Company to any other  party or any tender  offer or
         exchange offer by the Company for shares of Common Stock; or

                  (iii) any 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  Warrantholder  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  distributions  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 the 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 14 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.


731158.6
                                       15

<PAGE>



                  SECTION 15.  Reservation of Warrant  Shares,  Etc. The Company
hereby  agrees  that at all times  there  shall be  reserved  for  issuance  and
delivery upon  exercise of the Warrants,  free from  preemptive  rights,  liens,
security interests and other  encumbrances,  such number of shares of authorized
but unissued or treasury  shares of Common  Stock,  or other stock or securities
deliverable  pursuant  to  Section  11, as shall be  required  for  issuance  or
delivery upon exercise of the Warrants.  Without  limiting the generality of the
foregoing,  the  Company  agrees  that it will not take any action  which  would
result in Warrant  Shares when issued not being  validly and legally  issued and
fully paid and nonassessable. The Company hereby represents that, as of the date
hereof,  it has  sufficient  shares of Common Stock  reserved for issuance  upon
exercise of all outstanding Warrants.

                  SECTION 16.  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
thereof, shall be bound:

                  (a)  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  or to be  taken  by it.  The
                  Warrant  Agent assumes no  responsibility  with respect to the
                  distribution of the Warrant  Certificates or Warrant Shares or
                  payment  or  refund  of the  Exercise  Price  except as herein
                  otherwise provided.

                  (b) The  Warrant  Agent may  consult at any time with  counsel
                  satisfactory  to it and  the  Warrant  Agent  shall  incur  no
                  liability or responsibility to the Company or to any holder of
                  any  Warrant  Certificate  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.

                  (c) The Company agrees to pay to the Warrant Agent  reasonable
                  compensation for all services rendered by the Warrant Agent in
                  the  execution of this  Agreement,  to  reimburse  the Warrant
                  Agent for all  expenses,  taxes and  governmental  charges and
                  other  charges of any kind and nature  reasonably  incurred by
                  the Warrant  Agent in the  execution of this  Agreement and to
                  indemnify the Warrant  Agent and save it harmless  against any
                  and all liabilities, including judgments, reasonable costs and
                  counsel  fees,  for  anything  done or omitted by the  Warrant
                  Agent in the execution of this Agreement except as a result of
                  its negligence, bad faith or willful misconduct.

                  (d)  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
                  one or more  Holders  shall  furnish  the  Warrant  Agent with
                  reasonable  security for any costs and  expenses  which may be
                  incurred, but this provision shall

731158.6
                                       16

<PAGE>



                  not affect the power of the Warrant  Agent to take such action
                  as it may  consider  proper,  whether with or without any such
                  security.  All rights of action 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,  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 the respective  rights or
                  interests may appear.

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

                  (f) The Warrant  Agent shall not at any time be under any duty
                  or  responsibility  to any  Holder or the  Company  to make or
                  cause  to be made  any  adjustment  of the  Exercise  Price or
                  number of the Warrant  Shares or other  securities or property
                  deliverable  as provided in this  Agreement,  or to  determine
                  whether  any  facts  exist  which  may  require  any  of  such
                  adjustments,  or with  respect  to the nature or extent of any
                  such  adjustments,  when made,  or with  respect to the method
                  employed in making the same.  The  Warrant  Agent shall not be
                  accountable  with respect to the validity or value or the kind
                  or  amount  of any  Warrant  Shares  or of any  securities  or
                  property which may at any time be issued or delivered upon the
                  exercise  of any  Warrant or with  respect to whether any such
                  Warrant Shares or other securities will when issued be validly
                  issued  and  fully  paid  and  nonassessable,   and  makes  no
                  representation with respect thereto.

                  SECTION 17. Merger, Consolidation or Change of Name of Warrant
Agent.  (a) 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 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.  In case at the time such
successor  to the  Warrant  Agent  shall  succeed to the agency  created by this
Agreement,  and in case at that time 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 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 to
the Warrant Agent; and in all such

731158.6
                                       17

<PAGE>



cases such Warrant Certificates shall have the full force and effect provided in
the Warrant Certificates and in this Agreement.

                  (b) 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 whose name has been changed
may adopt the  countersignature  under its prior name,  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 have the
full  force  and  effect  provided  in the  Warrant  Certificates  and  in  this
Agreement.

                  SECTION  18.   Resignation   and  Removal  of  Warrant  Agent;
Appointment of Successor. (a) No resignation or removal of the Warrant Agent and
no appointment  of a successor  warrant agent shall become  effective  until the
acceptance of appointment by the successor warrant agent as provided herein. The
Warrant  Agent may resign its duties and be discharged  from all further  duties
and liability  hereunder  (except  liability  arising as a result of the Warrant
Agent's own negligence or willful misconduct) after giving written notice to the
Company.  The Company may remove the Warrant Agent upon written notice,  and the
Warrant  Agent shall  thereupon  in like manner be  discharged  from all further
duties and liabilities hereunder,  except as aforesaid. The Warrant Agent shall,
at the  Company's  expense,  cause to be mailed (by first  class  mail,  postage
prepaid) to each Holder at his last  address as shown on the  Register a copy of
said notice of resignation  or notice of removal,  as the case may be. Upon such
resignation  or  removal,  the  Company  shall  appoint in writing a new warrant
agent. If the Company shall fail to make such appointment  within a period of 30
days after it has been notified in writing of such  resignation by the resigning
Warrant  Agent or after such removal,  then the  resigning  Warrant Agent or the
Holder of any Warrant may apply to any court of competent  jurisdiction  for the
appointment of a new warrant agent. Any new warrant agent,  whether appointed by
the Company or by such a court,  shall be a corporation doing business under the
laws of the United  States or any state  thereof,  in good standing and having a
combined capital and surplus of not less than US$50,000,000. After acceptance in
writing of such  appointment by the new warrant  agent,  it shall be vested with
the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
originally  named herein as the Warrant  Agent,  without any further  assurance,
conveyance,  act or  deed;  but if for any  reason  it  shall  be  necessary  or
expedient to execute and deliver any further assurance, conveyance, act or deed,
the same shall be done at the  expense of the  Company  and shall be legally and
validly  executed and delivered by the resigning or removed  Warrant Agent.  Not
later than the effective  date of any such  appointment,  the Company shall give
notice thereof to the resigning or removed  Warrant  Agent.  Failure to give any
notice provided for in this Section 18(a), however, or any defect therein, shall
not affect the legality or validity of the  resignation  of the Warrant Agent or
the appointment of a new warrant agent, as the case may be.

                  (b) Any  corporation  into which the Warrant  Agent or any new
warrant  agent may be merged  shall be a  successor  Warrant  Agent  under  this
Agreement without any further act.

731158.6
                                       18

<PAGE>



Any such successor Warrant Agent shall, at the Warrant Agent's expense, promptly
cause  notice of its  succession  as Warrant  Agent to be mailed (by first class
mail,  postage prepaid) to each Holder at such Holder's last address as shown on
the Register.

                  SECTION  19.  Money  and  Other  Property  Deposited  with the
Warrant Agent. Any money,  securities and other property which at any time shall
be deposited by the Company or on its behalf with the Warrant Agent  pursuant to
this Agreement shall be and are hereby assigned, transferred and set over to the
Warrant  Agent in trust for the purpose  for which such  moneys,  securities  or
other property shall have been deposited,  which such purpose shall be stated in
writing in  reasonable  detail and  delivered  to the  Warrant  Agent;  but such
moneys,  securities or other  property need not be segregated  from other funds,
securities or other property of the Warrant Agent except to the extent  required
by law.  The Warrant  Agent shall  distribute  any money  deposited  with it for
payment and distribution to any Holder by mailing by first-class mail a check in
such  amount  as is  appropriate  to such  Holder  at the  address  shown on the
Register,  or as it may be otherwise  directed in writing by such  Holder,  upon
surrender of such Holder's Warrants.  Any money or other property deposited with
the  Warrant  Agent for  payment and  distribution  to any Holder  that  remains
unclaimed  for two  years,  less one day after the date the money was  deposited
with the Warrant Agent, shall be paid to the Company upon its request therefor.

                  SECTION   20.   Compliance   with   Government    Regulations;
Qualification under the Securities Laws.

                  (a) 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 or to allow the resale or transfer of
                  the Warrants or of such shares by the Holders  generally,  the
                  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  reasonable  best 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 any such  registration
                  or approval is required  for the  issuance of such shares upon
                  exercise  but is not in effect;  provided,  further,  that the
                  Expiration  Date  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  20 shall  not  require  that the
                  Company effect or obtain any such registration or

731158.6
                                       19

<PAGE>



                  approval of the  Warrants or 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 Chapter 11, Title
                  11 of the United States Code or to whom such  registration  or
                  approval  requirement is applicable as a result of that Person
                  being an Affiliate of the Company or Marvel.

                  (b) The Company covenants that it shall,  until the expiration
                  of one year after the Expiration Date, make available adequate
                  current public  information  with respect to the Company so as
                  to satisfy paragraph (c) of Rule 144 under the Securities Act.

                  (c) The Company  covenants that it shall use  reasonable  best
                  efforts to have the  Warrants  and the Common  Stock listed on
                  the New York Stock  Exchange or the American  Stock  Exchange,
                  subject  to  official   notice  of  issuance  and  subject  to
                  satisfaction  of the Warrants  with listing  requirements,  as
                  soon as practicable after the date hereof.

                  SECTION 21. Notices. (a) Any notice pursuant to this Agreement
to be given by the Warrant Agent or by any Holder to the Company shall be deemed
given (x) if delivered personally,  then at the time of delivery, (y) if sent by
overnight  courier  service,  then at the time of delivery,  or (z) if mailed by
first-class,  certified or overnight  mail,  five (5) Business Days after having
been deposited in the mail with postage  prepaid,  in each case addressed (until
another address is filed in writing by the Company with the Warrant  Agent),  as
follows:

                                    Marvel Enterprises, Inc.
                                    685 Third Avenue
                                    New York, New York  10017
                                    Facsimile No.: 212-682-5272
                                    Telephone: 212-588-5100
                                    Attention: Corporate Secretary

                  (b) In case the Company  shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in the
location  thereof,  presentations  may be made and  notices  and  demands may be
served at the principal office of the Warrant Agent.

                  (c) Any notice  pursuant to this  Agreement to be given by the
Company  or by any  Holder to the  Warrant  Agent  shall be deemed  given (x) if
delivered  personally,  then at the time of  delivery,  (y) if sent by overnight
courier service,  then at the time of delivery, or (z) if mailed by first-class,
certified or overnight  mail, five (5) Business Days after having been deposited
in the mail with postage prepaid,  in each case addressed (until another address
is filed in writing by the Warrant Agent with the Company) as follows:


731158.6
                                       20

<PAGE>



                                    American Stock Transfer & Trust Company
                                    40 Wall Street
                                    New York, New York  10005

                  (d) Any notice  pursuant to this  Agreement to be given by the
Company  or by the  Warrant  Agent to any  Holder  shall be deemed  given (x) if
delivered  personally,  then at the time of  delivery,  (y) if sent by overnight
courier service,  then at the time of delivery, or (z) if mailed by first-class,
certified or overnight  mail, five (5) Business Days after having been deposited
in the mail with postage  prepaid,  in each case addressed to the Holder at such
Holder's  address  as  shown  on the  Register.  Failure  to  mail a  notice  or
communication  to a Holder or any defect in it shall not affect its  sufficiency
with respect to other Holders.

                  (e) If a notice  or  communication  is  mailed  in the  manner
provided above within the time prescribed,  it is duly given, whether or not the
addressee receives it.

                  (f) If the Company mails a notice or communication to a Holder
or Holders,  it shall  deliver a copy of such notice to the Warrant Agent at the
same time.

                  SECTION 22.  Supplements and  Amendments.  The Company and the
Warrant Agent may from time to time  supplement or amend this Agreement  without
the  approval  of any  Holders 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 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 in any way adversely  affect
the interests of the Holders. Any amendment or supplement to this Agreement that
has an adverse  effect on the  interests of Holders,  including  supplements  or
amendments  referred to in the first  sentence of this Section 22, shall require
the written consent of Holders  representing a majority of the then  outstanding
Warrants.  The  consent  of each  Holder  affected  shall  be  required  for any
amendment  pursuant to which the Exercise Price would be increased or the number
of Warrant Shares purchasable upon exercise of Warrants would be decreased.

                  SECTION 23.  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 their  respective  successors  and  assigns
hereunder.

                  SECTION  24.  Termination.  This  Agreement  (other  than  the
Company's  obligations  with respect to Warrants  previously  exercised and with
respect to  indemnification  under Section 16(c)) shall  terminate at 5:00 p.m.,
New York City time, on the Expiration Date.

                  SECTION 25.  Governing  Law.  This  Agreement and each Warrant
Certificate  issued  hereunder  shall be governed by and construed in accordance
with the laws of the State of Delaware.


731158.6
                                       21

<PAGE>



                  SECTION 26.  Benefits of This  Agreement.  (a) Nothing in this
Agreement  shall be construed  to give any person  other than the  Company,  the
Warrant Agent and the Warrantholders (or other respective successors or assigns)
any  legal or  equitable  right,  remedy or claim  under  this  Agreement.  This
Agreement  shall be for the sole  and  exclusive  benefit  of the  Company,  the
Warrant  Agent  and the  Warrantholders  (and  other  respective  successors  or
assigns).

                  (b) Prior to the exercise of the Warrants,  no Holder as such,
shall be  entitled to any rights of a  stockholder  of the  Company,  including,
without limitation,  the right to receive dividends or subscription  rights, the
right to vote,  to consent,  to exercise any  preemptive  right,  to receive any
notice of meetings of stockholders  for the election of directors of the Company
or any other matter or to receive any notice of any  proceedings of the Company,
except as may be specifically  provided for herein. No provisions hereof, in the
absence of affirmative  action by the  Warrantholder  hereof to purchase Warrant
Shares,   and  no  enumeration  herein  of  the  rights  or  privileges  of  the
Warrantholder  shall  give  rise to any  liability  of such  Warrantholder  as a
stockholder of the Company.

                  (c) All  rights of action in  respect  of this  Agreement  are
vested in the Holders,  and any Holder  without the consent of the Warrant Agent
or the  Holder,  may,  on such  Holder's  own behalf and for such  Holder's  own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the  Company  suitable to  enforce,  or  otherwise  in respect of, such
Holder's  rights  hereunder,  including  the  right  to  exercise,  exchange  or
surrender  for purchase such  Holder's  Warrants in the manner  provided in this
Agreement.

                  SECTION 27.  Counterparts.  This  Agreement may be executed in
any number of counterparts and 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 28.  Headings.  The  headings of the  Sections of this
Agreement have been inserted for  convenience  of reference  only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

                  SECTION  29.  Severability.  Any  term  or  provision  of this
Agreement or the Warrants which is invalid or  unenforceable in any jurisdiction
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or  unenforceability  without rendering invalid or unenforceable the other terms
and  provisions  of this  Agreement or the Warrants or affecting the validity or
enforceability  of any of the  terms  or  provisions  of this  Agreement  or the
Warrants in any other jurisdiction.


731158.6
                                       22

<PAGE>




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

                            MARVEL ENTERPRISES, INC.


                            By:    /s/WILLIAM H. HARDIE, III
                            Name:  William H. Hardie, III
                            Title: Executive Vice President, Business Affairs



                            AMERICAN STOCK TRANSFER & TRUST
                            COMPANY


                            By:    /s/HERBERT J. LEMMER
                            Name:
                            Title:


731158.6
                              23

<PAGE>



                                                                       EXHIBIT A

         EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON
         -----------------.

 Class C No.                                                           Cusip No.

                                                               Class C, Warrants


                      [Form of Class C Warrant Certificate]

                            MARVEL ENTERPRISES, INC.

             (Incorporated under the laws of the State of Delaware)


                  This  Warrant  Certificate  certifies  that  _________  or its
registered  assigns,  is the  registered  holder  of Class C  Warrants  expiring
__________  (the  "Warrants")  to purchase  shares of Common  Stock (the "Common
Stock"),  of Marvel Enterprises,  Inc., a Delaware  corporation (the "Company").
Each Warrant  entitles the  registered  holder upon  exercise at any time during
normal business hours after the date hereof and on or before 5:00 p.m., New York
City time, on _______________,  to receive from the Company _________ fully paid
and nonassessable  shares of Common Stock (each such share a "Warrant Share") at
the initial exercise price (the "Exercise Price") of $18.50 per share payable in
accordance  with the terms,  provisions and conditions of the Warrant  Agreement
referred to on the reverse hereof 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 terms, provisions and 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  from time to time upon the
occurrence of certain events set forth in the Warrant Agreement.

                  No Warrant  may be  exercised  after 5:00 p.m.,  New York City
time,  on  ___________  and,  to the extent  not  exercised  by such time,  such
Warrants 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.

                  The terms of this Warrant  Certificate  are qualified in their
entirety by reference to the Warrant  Agreement  and, in the event of a conflict
between  the terms of this  Warrant  Certificate  and the  terms of the  Warrant
Agreement, the terms of the Warrant Agreement shall

                                       A-1
731158.6

<PAGE>



control the rights,  interests and  obligations  of the holders of the Warrants,
the Warrant Agent and the Company with respect to the Warrants.

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

                  This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

                  IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant
Certificate to be signed by a duly authorized Officer.

Dated:

                                        MARVEL ENTERPRISES, INC.


                                        By
                                        Name:
                                        Title:


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent


By
       Authorized Signature



                                       A-2
731158.6

<PAGE>



                                 [REVERSE SIDE]

                  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 _________ __,
1998 (the  "Warrant  Agreement"),  duly executed and delivered by the Company to
American Stock Transfer & Trust Company, 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 holders) 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.

                  Payment of the  Exercise  Price may be made,  at the option of
the holder,  in cash by wire  transfer or by  certified  or official  bank check
payable to the order of the  Company in  immediately  available  funds in lawful
money of the United States of America.

                  Upon due  presentation  for  registration  of transfer of this
Warrant Certificate,  with or without other Warrant Certificates,  at the office
of the Warrant Agent, a new Warrant 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,  with or without
other Warrant  Certificates,  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)   thereof  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.  Neither the Warrants nor this
Warrant Certificate entities any holder hereof to any rights of a stockholder of
the Company.



                                       A-3
731158.6

<PAGE>



                                SUBSCRIPTION FORM

                  (To be executed only upon exercise of Warrants  represented by
this Warrant Certificate)

To:      American Stock Transfer & Trust Company,
             as Warrant Agent
         40 Wall Street
         New York, New York  10005

                  The undersigned hereby irrevocably  exercises  [_____________]
of the Class C Warrants  represented  by this Warrant  Certificate  and herewith
makes  payment in  accordance  with the terms and  conditions  specified in this
Warrant  Certificate  and in the Warrant  Agreement and surrenders  this Warrant
Certificate  and all right,  title and interest  therein to and directs that the
shares of Common  Stock of  Marvel  Enterprises,  Inc.  (the  "Warrant  Shares")
deliverable  upon the exercise of such Class C Warrants be  registered or placed
in the name and at the address specified below and delivered thereto.

Dated:

                                   ______________________________________
                                   (Signature of Owner)

                                   ______________________________________
                                   (Street Address)

                                   ______________________________________
                                   (City)      (State)      (Zip Code)

                                   Signature Guaranteed By:


                                   ______________________________________

Securities and/or check or other property (including,  if such number of Class C
Warrants  exercised  shall not be all of the Class C Warrants  evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Class C Warrants) to be issued or delivered to:

Name:

Street Address:

City, State and Zip Code:

Please insert social security or identifying number:

                                       A-4
731158.6

<PAGE>


                               FORM OF ASSIGNMENT

                  For value  received  from the  Assignee(s)  named  below,  the
undersigned registered Holder of this Warrant Certificate hereby sells, assigns,
and transfers unto the Assignee(s)  named below  (including the undersigned with
respect  to any Class C  Warrants  constituting  a part of the Class C  Warrants
evidenced  by this Warrant  Certificate  not being  assigned  hereby) all of the
right of the  undersigned  under this Warrant  Certificate,  with respect to the
number of Class C Warrants set forth below:

                                         Social Security
                                            or other
Name of Assignee       Address           Identifying No.         No. of Warrants







and does hereby irrevocably constitute and appoint the undersigned's attorney to
make such transfer on the books of maintained for the purposes,  with full power
of substitution in the premises.

Dated:


                                       ______________________________________
                                       (Signature of Owner)


                                        ______________________________________
                                        (Street Address)

                                        ______________________________________
                                        (City)         (State)       (Zip Code)

                                        Signature Guaranteed By:


                                        ______________________________________



                                       A-5
731158.6