EXHIBIT 4.3 FORM OF WARRANT AGENT AGREEMENT

Agency Agreement

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Title: EXHIBIT 4.3 FORM OF WARRANT AGENT AGREEMENT
Governing Law: Ohio Date: 1/27/2005
Industry: Construction - Raw Materials Sector: Capital Goods

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EXHIBIT 4.3

FORM OF WARRANT AGENT AGREEMENT

Dated as of [________ __], 2005

by and among

OGLEBAY NORTON COMPANY

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

As Warrant Agent

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WARRANT AGENT AGREEMENT

TABLE OF CONTENTS

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SECTION 1. Certain Definitions; General Interpretive Principles..............................1

SECTION 2. Appointment of Warrant Agent......................................................4

SECTION 3. Form of Warrant Certificates......................................................4

SECTION 4. Execution of Warrant Certificates.................................................4

SECTION 5. Issuance of Warrants; Registration and Countersignature...........................5

SECTION 6. Registration of Transfers and Exchanges...........................................5

SECTION 7. Terms of Warrants; Exercise of Warrants...........................................8

SECTION 8. Payment of Taxes.................................................................11

SECTION 9. Mutilated or Missing Warrant Certificates........................................11

SECTION 10. Reservation of Warrant Shares....................................................12

SECTION 11. Fractional Interests.............................................................12

SECTION 12. Merger, Consolidation or Change of Name of Warrant Agent.........................12

SECTION 13. Warrant Agent....................................................................13

SECTION 14. Resignation and Removal of Warrant Agent; Appointment of Successor...............15

SECTION 15. Notices to Company and Warrant Agent.............................................16

SECTION 16. Entire Agreement.................................................................17

SECTION 17. Supplements and Amendments.......................................................17

SECTION 18. Successors.......................................................................17

SECTION 19. Termination......................................................................17

SECTION 20. Governing Law....................................................................17

SECTION 21. Benefits of this Warrant Agent Agreement.........................................18

SECTION 22. Holder Not Deemed a Shareholder..................................................18

SECTION 23. Counterparts.....................................................................18

SECTION 24. Severability.....................................................................18

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WARRANT AGENT AGREEMENT

WARRANT AGENT AGREEMENT dated as of [________ __], 2005 (this "Warrant

Agent Agreement") between Oglebay Norton Company, an Ohio corporation, and Wells

Fargo Bank, National Association, as warrant agent.

RECITALS

A. On February 23, 2004, ONCO Investment Company ("ONCO") filed a

voluntary petition for reorganization under Chapter 11 of Title 11 of the United

States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for

the District of Delaware (the "Bankruptcy Court"), which case is being jointly

administered for procedural purposes before the Bankruptcy Court with the cases

of the Company (as defined below) and all of the other direct and indirect

wholly-owned subsidiaries of the Company (and collectively with ONCO, the

"Debtors") under case number 04-10558 (collectively, the "Chapter 11 Cases").

B. Pursuant to the Second Amended Plan of Reorganization of Debtors and

Debtors in Possession, dated July 30, 2004 (as further amended or modified, the

"Plan"), which has been confirmed by the Bankruptcy Court in the Chapter 11

Cases, the Company is required to issue warrants (the "Warrants") entitling the

Holders (as defined below) to up to 576,256 shares of New Common Stock (as

defined below).

C. The Company desires the Warrant Agent (as defined below) to act on

behalf of the Company, and the Warrant Agent is willing to act as the agent of

the Company in connection with the issuance, form, registration, exercise,

transfer and exchange of the Warrants as well as other matters as provided

herein.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants and agreements herein set forth, and for the purpose of defining the

respective rights and obligations of the Company, the Warrant Agent and the

Holders, the parties hereto agree as follows:

SECTION 1. Certain Definitions; General Interpretive Principles.

(a) Certain Definitions. As used in this Warrant Agent Agreement,

the following terms will have the following respective meanings:

"Bankruptcy Code" has the meaning set forth in Recital A to this

Warrant Agent Agreement.

"Bankruptcy Court" has the meaning set forth in Recital A to this

Warrant Agent Agreement.

"Business Day" means any day, other than a Saturday or Sunday, on which

national banking institutions in Cleveland, Ohio and Minneapolis, Minnesota are

open.

"Chapter 11 Cases" has the meaning set forth in Recital A to this

Warrant Agent Agreement.

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"Company" means Oglebay Norton Company, an Ohio corporation, and its

successors and assigns.

"Debtors" has the meaning set forth in Recital A to this Warrant Agent

Agreement.

"Definitive Warrant Certificates" have the meaning set forth in Section

"Definitive Warrants" have the meaning set forth in Section 3.

"Depositary" has the meaning set forth in Section 3.

"Distribution Record Date" means the date on which the Bankruptcy Court

enters the order confirming the Plan pursuant to Section 1129 of the Bankruptcy

Code.

"Distribution Record Date Stock Register" means the register listing

each record holder of the Old Common Stock as of the close of business on the

Distribution Record Date and setting forth the following information with

respect to each such holder: (a) legal name, (b) mailing address, (c) tax

identification number and (d) the number of shares of Old Common Stock

registered with such record holder.

"Effective Date" means January 31, 2005.

"Exercise Amount" has the meaning set forth in Section 7(b).

"Exercise Price" means the purchase price per New Common Share to be

paid upon the exercise of the Warrants in accordance with the terms hereof,

which price will be $10.00 per New Common Share.

"Expiration Date" means March 2, 2005.

"Global Warrant Certificates" have the meaning set forth in Section 3.

"Global Warrants" have the meaning set forth in Section 3.

"Holder" means a person registered as the record holder of the

Warrants.

"New Common Shares" means shares of New Common Stock.

"New Common Stock" means the common stock, par value $0.01 per share,

of the Company on and after the Effective Date, and any other capital stock of

the Company into which such common stock may be converted or reclassified or

that may be issued in respect of, in exchange for, or in substitution for, such

common stock by reason of any stock splits, stock dividends, distributions,

mergers, consolidations or other like events.

"Officer" has the meaning set forth in Section 4.

"Old Common Stock" means the common stock, par value $1.00 per share,

of the Company prior to the Effective Date.

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"Original Holder" means a person registered as the record holder of the

Warrants on the Effective Date.

"ONCO" has the meaning set forth in Recital A to this Warrant Agent

Agreement.

"Person" means any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization or

government or any agency or political subdivision thereof.

"Plan" has the meaning set forth in Recital B to this Warrant Agent

Agreement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

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

"Warrant" or "Warrants" has the meaning set forth in Recital B to this

Warrant Agent Agreement.

"Warrant Agent" means Wells Fargo Bank, National Association or the

successor or successors of such Warrant Agent appointed in accordance with the

terms hereof.

"Warrant Certificates" means the Definitive Warrant Certificates and

the Global Warrant Certificates.

"Warrant Exercise Notice" has the meaning set forth in Section 7(b).

"Warrant Shares" means the New Common Shares issued or issuable upon

the exercise of the Warrants.

(b) General Interpretative Principles. For purposes of this

Warrant Agent Agreement, except as otherwise expressly provided or unless the

context otherwise requires:

(i) the terms defined herein include the plural as well

as the singular, and the use of any gender herein

will be deemed to include the other gender;

(ii) accounting terms not otherwise defined herein have

the meanings given to them in accordance with

generally accepted accounting principles;

(iii) references herein to "Articles", "Sections",

"Subsections", "Paragraphs", and other subdivisions

without reference to a document are to designated

Articles, Sections, Subsections, Paragraphs and

other subdivisions hereof;

(iv) a reference to a Subsection without further

reference to a Section is a reference to such

Subsection as contained in the same Section in

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which the reference appears, and this rule will also

apply to Paragraphs and other subdivisions;

(v) the words "herein", "hereof", "hereunder" and other

words of similar import refer to this Warrant Agent

Agreement as a whole and not to any particular

provision;

(vi) the words "include" and "including" will mean

without limitation by reason of enumeration; and

(vii) the headings in this Warrant Agent Agreement are

solely for convenience of reference and will be

given no effect in the construction or

interpretation of this Warrant Agent 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

instructions set forth hereinafter in this Warrant Agent Agreement, and the

Warrant Agent hereby accepts such appointment, upon the terms and conditions

hereinafter set forth.

SECTION 3. Form of Warrant Certificates. Subject to the provisions of

this Warrant Agent Agreement, in accordance with the terms of the Plan, on the

Effective Date, Warrants to purchase the Warrant Shares will be issued by the

Company in the amounts and to the recipients specified in the Plan. The Warrants

will be issued in definitive form (the "Definitive Warrants"), substantially in

the form of Exhibit A-1, and in global form (the "Global Warrants"),

substantially in the form of Exhibit A-2. Each certificate representing Global

Warrants will represent such of the outstanding Warrants as will be specified

therein and each certificate will provide that it will represent the aggregate

amount of outstanding Warrants from time to time endorsed thereon and that the

aggregate amount of outstanding Warrants represented thereby may from time to

time be reduced or increased, as appropriate. The Depository Trust Company (the

"Depositary") will act as securities depositary for the Global Warrants. Upon

request, a Holder may receive from the Depositary and the Warrant Agent separate

Definitive Warrants as set forth in Section 6 below. Any certificates evidencing

the Definitive Warrants (the "Definitive Warrant Certificates") or the Global

Warrants (the "Global Warrant Certificates") to be delivered pursuant to this

Warrant Agent Agreement will be substantially in the forms set forth in Exhibit

A-1 and Exhibit A-2, respectively, attached hereto.

SECTION 4. Execution of Warrant Certificates. Warrant Certificates will

be signed on behalf of the Company by its Chairman of the Board of Directors or

its President and Chief Executive Officer or a Vice President and by its

Secretary or an Assistant Secretary (each, an "Officer"). Each such signature

upon the Warrant Certificates may be in the form of a facsimile signature of any

present or any future Officer 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 such Officer.

If any Officer who will have signed any of the Warrant Certificates

will cease to be such Officer before the Warrant Certificates so signed will

have been countersigned by the Warrant Agent, or disposed of by the Company,

such Warrant Certificates nevertheless may be

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countersigned and delivered or disposed of as though such person had not ceased

to be such Officer; 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, will be an Officer, although at the date of the execution of this

Warrant Agent Agreement any such person was not such an Officer.

SECTION 5. Issuance of Warrants; Registration and Countersignature. The

Warrant Agent, on behalf of the Company, will (a) number the Warrant

Certificates received from the Company, (b) insert the name of the Holder and

the number of Warrants and Warrant Shares such Holder is entitled to receive on

each respective Warrant Certificate based on the information provided in the

Distribution Record Date Stock Register to the Warrant Agent by the Company, and

The Warrant Agent will also countersign the Warrant Certificates.

Warrant Certificates will be countersigned manually by the Warrant Agent and

will not be valid for any purpose unless so countersigned. The Warrant Agent

will, upon written instructions of the Chairman of the Board of Directors, the

President and Chief Executive Officer or a Vice President of the Company,

initially countersign, issue and deliver Warrants entitling the Holders thereof

to purchase approximately the number of Warrant Shares referred to in Recital B

above and will countersign and deliver Warrants as otherwise provided in this

Warrant Agent Agreement.

On the Effective Date, the Warrant Agent will then arrange to deliver

or cause to be delivered, by first class mail, the Warrant Certificates to the

respective Holders at the mailing address set forth in the Distribution Record

Date Stock Register.

The Company and the Warrant Agent may deem and treat the Holder(s) of

the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any

notation of ownership or other writing thereon made by anyone), for all

purposes, and neither the Company nor the Warrant Agent will be affected by any

notice to the contrary.

SECTION 6. Registration of Transfers and Exchanges.

(a) Transfer and Exchange of Definitive Warrants. When Definitive

Warrant Certificates are presented to the Warrant Agent with a written request:

(i) to register the transfer of the Definitive Warrant

Certificates; or

(ii) to exchange such Definitive Warrant Certificates for

an equal number of Definitive Warrants of other

authorized denominations, the Warrant Agent will

requested if its requirements for such transactions

are met; provided, however, that the Definitive

Warrant Certificates presented or surrendered for

registration of transfer or exchange:

(A) will be duly endorsed or accompanied by a

written instruction of transfer in the form

required by the Warrant Agent Agreement or

satisfactory to the Warrant Agent,

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duly executed by the Holder thereof or by his

attorney, duly authorized in writing; and

(B) upon the request of the Company, such request

will be accompanied by evidence, including an

opinion of counsel if requested, reasonably

satisfactory to the Company (and its counsel)

that either:

(1) the Warrant is being delivered to the

Warrant Agent by a Holder for

registration in the name of such

Holder, without transfer; or

(2) the Warrant is being transferred in

reliance on an exemption from the

registration requirements of the

Securities Act.

(b) Exchange of a Definitive Warrant for a Beneficial Interest in

a Global Warrant. Upon receipt by the Warrant Agent of a Definitive Warrant that

is not a restricted Warrant, duly endorsed or accompanied by appropriate

instruments of transfer, in the form required by this Warrant Agent Agreement or

satisfactory to the Warrant Agent, together with, written instructions directing

the Warrant Agent to make, or to direct the Depositary to make, an endorsement

on the Global Warrant Certificate to reflect an increase in the number of

Warrants represented by the Global Warrant Certificate, then the Warrant Agent

will cancel such Definitive Warrant and cause, or direct the Depositary to

cause, in accordance with the standing instructions and procedures existing

between the Depositary and the Warrant Agent, the number of Warrants represented

by the Global Warrant Certificate to be increased accordingly. If no Global

Warrant Certificate is then outstanding, the Company will issue and the Warrant

Agent will countersign a new Global Warrant Certificate representing the

appropriate number of Warrants.

Interests Therein. The transfer and exchange of Global Warrants or beneficial

interests represented by a Global Warrant Certificate will be effected through

the Depositary, in accordance with this Warrant Agent Agreement and the

procedures of the Depositary therefor.

(d) Exchange of a Beneficial Interest in a Global Warrant for a

Definitive Warrant.

(i) Any person having a beneficial interest in a Global

Warrant may, upon written request to the Warrant

Agent, exchange such beneficial interest for a

certificate representing a Definitive Warrant. Upon

receipt by the Warrant Agent of written instructions

or such other form of instructions (as is customary

for the Depositary) from the Depositary or its

nominee on behalf of any person having a beneficial

interest in a Global Warrant, the Warrant Agent will

cause, in accordance with the standing instructions

and procedures existing between the Depositary and

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Warrant Agent, a Definitive Warrant Certificate

representing the number of Warrants representing

such person's beneficial interests to be issued and

simultaneously reduce the number of Warrants

represented by the Global Warrant Certificate.

(ii) Definitive Warrant Certificates issued in exchange

for beneficial interests represented by a Global

Warrant pursuant to this Section 6(d) will be

registered in such names as the Depositary, pursuant

to instructions from its direct or indirect

participants or otherwise, will instruct the Warrant

Agent. The Warrant Agent will deliver such

Definitive Warrant Certificates to the persons in

whose names such Warrants are so registered.

(e) Restrictions on Transfer and Exchange of Global Warrants.

Notwithstanding any other provisions of this Warrant Agent Agreement (other than

the provisions set forth in Subsection (g) of this Section 6), a Global Warrant

Certificate may not be transferred as a whole except by the Depositary to a

nominee of the Depositary or by a nominee of the Depositary to the Depositary or

another nominee of the Depositary or by the Depositary or any such nominee to a

successor Depositary or a nominee of such successor Depositary.

(f) Countersigning of Definitive Warrants in Absence of

Depositary. If at any time:

(i) the Depositary notifies the Company that it is

unwilling or unable to continue as Depositary for

the Global Warrants and a successor Depositary for

the Global Warrants is not appointed by the Company

within five Business Days after delivery of such

notice; or

(ii) the Company, in its sole discretion, notifies the

Warrant Agent in writing that it elects to cause the

issuance of Definitive Warrant Certificates under

this Warrant Agent Agreement,

then the Company will execute, and the Warrant Agent, upon written instructions

signed by two Officers of the Company, will countersign and deliver Definitive

Warrant Certificates, in an aggregate number equal to the number of Warrants

represented by Global Warrants, in exchange for such Global Warrants.

(g) Cancellation of Global Warrant. At such time as all beneficial

interests in Global Warrants have either been exchanged for Definitive Warrants,

exercised, redeemed, repurchased or cancelled, all Global Warrant Certificates

will be returned to, and then cancelled by, the Warrant Agent.

(h) Obligations with respect to Transfers and Exchanges of

Warrants.

(i) To permit registrations of transfers and exchanges,

the Company will execute and the Warrant Agent is

hereby authorized to countersign, in accordance with

the provisions of Section 5 and

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this Section 6, Definitive Warrant Certificates and

Global Warrant Certificates as required pursuant to

the provisions of this Section 6.

(ii) All Definitive Warrant Certificates and Global

Warrant Certificates issued upon any registration of

transfer or exchange of Definitive Warrants or

Global Warrants will be the valid obligations of the

Company, entitled to the same benefits under this

Warrant Agent Agreement, as the Definitive Warrants

or Global Warrants surrendered upon such

registration of transfer or exchange.

(iii) Prior to due presentment for registration of

transfer of any Warrant, the Warrant Agent and the

Company may deem and treat the person in whose name

any Warrant is registered as the absolute owner of

such Warrant, and neither the Warrant Agent nor the

Company will be affected by notice to the contrary.

(iv) No service charge will be made to a Holder for any

registration, transfer or exchange, but the Company

may require payment of a sum sufficient to cover any

stamp or other governmental charge that may be

imposed on a Holder in connection with any such

exchange or registration of transfer.

SECTION 7. Terms of Warrants; Exercise of Warrants. (a) Each Warrant

will be exercisable at any time and from time to time beginning on the Effective

Date and ending on 5:00 p.m., Eastern time, on the Expiration Date. After 5:00

p.m., Eastern time, on the Expiration Date, the Warrants will become void and of

no value and all rights of the holder under the Warrant Certificate evidencing

such Warrant and under this Warrant Agent Agreement will cease. On the Effective

Date, each record holder of Old Common Stock as of the close of business on the

Distribution Record Date will receive one Warrant for each share of Old Common

Stock then held. Subject to the provisions of this Warrant Agent Agreement and

applicable law, each Warrant issued on the Effective Date will entitle the

Original Holder thereof to purchase from the Company (and the Company will issue

and sell to such Original Holder) one-tenth (1/10th) of a fully paid and

nonassessable share of New Common Stock. The Warrants will entitle the Holder

thereof to purchase at the Exercise Price one Common Share for each ten (10)

Warrants held. Except in the case where a Holder is exercising all Warrants then

held, Warrant Shares may be purchased only pursuant to the exercise of Warrants

in integral multiples of ten (10). No fractions of a Warrant Share will be

issued upon exercise of any Warrants. If any fraction of a Warrant Share would

be issuable on the exercise of all Warrants then held by a Holder, the number of

Warrant Shares issuable to such Holder pursuant to such Warrants will reflect a

rounding to the nearest whole number of Warrant Shares to be issued (up or

down), with half shares being rounded up as provided in Section 11. The Warrants

are transferable; provided, however, that any Warrants held by an affiliate of

the Company may generally only be resold pursuant to a valid exemption under the

Securities Act. The Warrants are exercisable by the subsequent Holder thereof

pursuant to the terms and conditions provided in this Warrant Agent Agreement.

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(b) Warrants may be exercised upon surrender to the Company at the

principal office of the Warrant Agent of (i) the certificate or certificates

evidencing the Warrants to be exercised, (ii) the form of election to purchase

on the reverse of such certificate or certificates (the "Warrant Exercise

Notice") duly filled in and signed, which signature must be guaranteed by an

Eligible Guarantor Institution pursuant to SEC Rule 17Ad-15, and (iii) payment

to the Warrant Agent, for the account of the Company, of the amount equal to the

Exercise Price multiplied by the number of shares of New Common Stock (the

"Exercise Amount") of which such Warrants are then exercised. Payment of the

Exercise Amount will be made to the Warrant Agent by certified check, official

bank check, express money order, payable to the order of the Company, or by wire

transfer in immediately available funds as follows:

Wells Fargo Bank, National Association

San Francisco, California

ABA # 121000248

A/C # 16749600

A/C Name: Oglebay Norton Company Warrants

REF: Wells Fargo Bank, National Association,

As Agent for Oglebay Norton Company

Attn: Jane Schweiger

The exercise of Warrants by Holders of beneficial interest in Global

Warrants will be effected in accordance with this Warrant Agent Agreement and

the procedures of the Depository therefor.

will be cancelled by the Warrant Agent. Such cancelled Warrant Certificates will

then be disposed of by the Warrant Agent in accordance with the Warrant Agent's

customary procedures and shall provide evidence to the Company upon its request

of any such cancelled Warrant Certificates. The Warrant Agent will account

promptly to the Company with respect to Warrants exercised and concurrently pay

to the Company all monies received by the Warrant Agent for the purchase of the

Warrant Shares through the exercise of such Warrants. On or before the third day

following the Expiration Date, the Warrant Agent will certify in writing,

delivered as provided in Section 15 hereof, the actual number of Warrants

exercised and paid for as of 5:00 p.m., Eastern time, on the Expiration Date.

(d) Any exercise of a Warrant pursuant to the terms of this

Warrant Agent Agreement will be irrevocable and will constitute a binding

agreement between the Holder and the Company, enforceable in accordance with its

terms.

(e) The Warrant Agent will:

(i) examine all Warrant Exercise Notices and all other

documents delivered to it by or on behalf of Holders

as contemplated by the Warrant Certificates to

ascertain whether, on their face, such Warrant

Exercise Notices and any such other documents have

been

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executed and completed in accordance with their

terms and the terms of the Warrant Certificates and

this Warrant Agent Agreement;

(ii) where a Warrant Exercise Notice or other document

appears on its face to have been improperly

completed or executed or some other irregularity in

connection with the exercise of the Warrants exists,

the Warrant Agent will endeavor to inform the

appropriate parties (including the person submitting

such instrument) of the need for fulfillment of all

requirements, specifying those requirements which

appear to be unfulfilled;

(iii) inform the Company of and cooperate with and assist

the Company in resolving any reconciliation problems

between Warrant Exercise Notices received and

delivery of Warrants to the Warrant Agent's account;

(iv) advise the Company no later than one business day

after receipt of a Warrant Exercise Notice, of (A)

the receipt of such Warrant Exercise Notice and the

number of Warrants exercised in accordance with the

terms and conditions of this Warrant Agent

Agreement, (B) the instructions with respect to

delivery of the shares of New Common Stock of the

Company deliverable upon such exercise, subject to

timely receipt from the Depositary of the necessary

information, and (C) such other information as the

Company will reasonably require; and

(v) subject to New Common Stock being made available to

the Warrant Agent by or on behalf of the Company for

delivery to the Depositary, liaise with the

Depositary and endeavor to effect such delivery to

the relevant accounts at the Depositary in

accordance with its requirements.

(f) All questions as to the validity, form and sufficiency

(including time of receipt) of a Warrant exercise will be determined by the

Company in its sole discretion, which determination will be final and binding.

The Warrant Agent will incur no liability for or in respect of such

determination by the Company. The Company reserves the right to reject any and

all Warrant Exercise Notices not in proper form or for which any corresponding

agreement by the Company to exchange would, in the opinion of the Company, be

unlawful. Such determination by the Company will be final and binding on the

Holders, absent manifest error. Moreover, the Company reserves the absolute

right to waive any of the conditions to the exercise of Warrants or defects in

Warrant Exercise Notices with regard to any particular exercise of Warrants. The

Company will be under no duty to give notice to the Holders of the Warrants of

any irregularities in any exercise of Warrants, nor will it incur any liability

for the failure to give such notice.

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(g) As soon as practicable after the exercise of any Warrant, the

Company will issue, or otherwise deliver, in authorized denominations to or upon

the order of the Holder of the Warrant Certificates evidencing such Warrants,

either:

(i) if such Holder holds the Warrant being exercised

through the Depositary's book-entry transfer

facilities, by credit to the Depositary for the

account of such Holder or for the account of a

participant in the Depositary the number of Warrant

Shares to which such Holder is entitled, in each

case registered in such name and delivered to such

account as directed in the Warrant Exercise Notice

by such Holder or by the direct participant in the

Depositary through which such Holder is acting, or

(ii) if such Holder holds the Warrants being exercised in

the form of Definitive Warrant Certificates, by

delivery to the address designated by such Holder in

its Warrant Exercise Notice of a physical

certificate representing the number of Warrant

Shares to which such Holder is entitled, in fully

registered form, registered in such name or names as

may be directed by such Holder. If less than all of

the Warrants evidenced by a Warrant Certificate

surrendered upon the exercise of Warrants are

exercised at any time prior to the date of

expiration for the Warrants, a new Warrant

Certificate or Certificates will be issued for the

remaining number of Warrants evidenced by the

Warrant Certificate so surrendered, and the Warrant

Agent is hereby authorized to countersign the

required new Warrant Certificate or Certificates

pursuant to the provisions of Section 5 and this

Section 7.

(h) The Warrant Agent will keep copies of this Warrant Agent

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 will supply the Warrant Agent from time to time with such

numbers of copies of this Warrant Agent Agreement as the Warrant Agent may

request.

SECTION 8. Payment of Taxes. The Company will pay all documentary stamp

taxes attributable to the initial issuance of Warrant Shares upon the exercise

of Warrants; provided that the Company will not be required to pay any tax or

taxes which may be payable in respect of any transfer involved in the issue of

any new certificates evidencing the Warrants or any certificates for Warrant

Shares in a name other than that of the registered Holder upon the exercise of

Warrants, and the Company or the Warrant Agent will not be required to issue or

deliver such new certificates evidencing the Warrants or certificates for

Warrant Shares unless or until the person or persons requesting the issuance

thereof will have paid to the Company the amount of such tax or will have

established to the satisfaction of the Company that such tax has been paid.

SECTION 9. Mutilated or Missing Warrant Certificates. If any Warrant

Certificate will be mutilated, lost, stolen or destroyed, the Company may in its

discretion issue and the Warrant Agent may countersign in exchange and

substitution for, and upon cancellation of, the Warrant

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Certificate, if mutilated or in lieu of and substitution for the Warrant

Certificate, if lost, stolen or destroyed, a new certificate of like tenor

evidencing an equal number of Warrants, but only upon receipt of evidence

reasonably satisfactory to the Company and Warrant Agent of such loss, theft or

destruction and indemnity and security therefor, if requested, also satisfactory

to the Company and the Warrant Agent. Applicants for such substitute Warrant

Certificate will also comply with such other reasonable regulations and pay such

other reasonable charges as the Company or Warrant Agent may prescribe.

SECTION 10. Reservation of Warrant Shares. The Company will at all

times reserve and keep available, free from preemptive rights, or any other

actual contingent purchase rights of persons other than the Holders out of the

aggregate of its authorized but unissued New Common Shares, for the purpose of

enabling it to satisfy any obligation to issue Warrant Shares upon exercise of

Warrants, the maximum number of New Common Shares which may then be deliverable

upon the exercise of all outstanding Warrants.

The transfer agent for the New Common Stock (the "Transfer Agent") and

every subsequent transfer agent for any shares of the Company's capital stock

issuable upon the exercise of any of the rights of purchase aforesaid will be

irrevocably authorized and directed at all times to reserve such number of

authorized shares as will be required for such purpose. The Company wil

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