CHOICE ONE COMMUNICATIONS INC
EX-44-WARR FOR PURCH SHARES COMM STOCK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex44.txt
<DESCRIPTION>EX-44-WARR FOR PURCH SHARES COMM STOCK
<TEXT>
 EXHIBIT 4.4



                         CHOICE ONE COMMUNICATIONS INC.




                      WARRANT FOR THE PURCHASE OF SHARES OF
                 COMMON STOCK OF CHOICE ONE COMMUNICATIONS INC.



NO. _____                                                   WARRANT TO PURCHASE
                                                              __________ SHARES



    THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
    AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD
    EXCEPT IN COMPLIANCE  THEREWITH.  THIS WARRANT AND THE SHARES OF COMMON
    STOCK  ISSUED  HEREUNDER  ARE  SUBJECT  TO AND  HAVE THE  BENEFIT  OF A
    REGISTRATION  RIGHTS  AGREEMENT  DATED AS OF JULY 8, 1998,  AS AMENDED,
    AMONG  CHOICE ONE  COMMUNICATIONS  INC.  AND THE  WARRANTHOLDERS  PARTY
    THERETO AND SECTIONS  6.01,  6.05 AND 6.06 OF A TRANSACTION  AGREEMENT,
    DATED AS OF JULY 8, 1998, AS AMENDED,  AMONG CHOICE ONE  COMMUNICATIONS
    INC., THE  WARRANTHOLDERS  PARTY THERETO AND CERTAIN OTHER STOCKHOLDERS
    OF  CHOICE  ONE  COMMUNICATIONS  INC.,  A COPY OF EACH OF WHICH  MAY BE
    OBTAINED UPON REQUEST FROM CHOICE ONE COMMUNICATIONS INC.


         FOR  VALUE  RECEIVED,   CHOICE  ONE  COMMUNICATIONS  INC.,  a  Delaware
corporation (the  "CORPORATION"),  hereby  certifies that  _____________________
(together with its successor or permitted assigns,  the "HOLDER"),  is entitled,
subject to the provisions of this Warrant (this "WARRANT"), to purchase from the
Corporation,   at  the  times  specified   herein,   _________  fully  paid  and
non-assessable  shares of common stock of the  Corporation,  par value $0.01 per
share (the "COMMON STOCK"),  at a purchase price per share equal to the Exercise
Price (as  hereinafter  defined).  The  number  of shares of Common  Stock to be
received  upon  the  exercise  of  this  Warrant  and  the  Exercise  Price  (as
hereinafter  defined)  to be paid for a share of  Common  Stock are  subject  to
adjustment from time to time as hereinafter set forth.


<PAGE>

        1.DEFINITIONS.  The following terms, as used herein, have the following
meanings:

         "ADDITIONAL  CREDIT  FACILITY"  means the Third  Amended  and  Restated
Credit  Agreement dated as of the Closing Date among the borrowers listed on the
signature pages thereto, the Corporation, as Guarantor, and the New Lenders.

         "BRIDGE LENDERS" means Morgan Stanley Senior Funding,  Inc.,  Wachovia
Investors,  Inc. (formerly known as First Union Investors, Inc.) and CIBC Inc.

         "BUSINESS DAY" means any day except a Saturday,  Sunday or other day on
which commercial banks in New York, New York are authorized by law to close.

         "CLOSING  DATE" means the date of closing under the  Additional  Credit
Facility.

         "COMMON SHARE  EQUIVALENT"  means,  with respect to any security of the
Corporation (other than the Warrants) and as of a given date, a number which is,
(i) in the case of a share of Common  Stock,  one,  (ii) in the case of all or a
portion of any right,  warrant or other  security  which may be exercised  for a
share or shares of Common Stock, the number of shares of Common Stock receivable
upon exercise of such  security (or such portion of such  security) and (iii) in
the case of any security  convertible into or exchangeable for a share or shares
of Common Stock,  the number of shares of Common Stock that would be received if
such security were converted or exchanged on such date.

         "EXERCISE PRICE" means the price per Warrant Share at which the Warrant
Shares are  exercisable  hereunder,  as such price may be adjusted  from time to
time as provided herein. The Exercise Price is initially $0.01.

         "EXPIRATION  DATE" means the fifth  anniversary  of the Closing Date at
5:00 p.m. New York City time.

         "FAIR MARKET VALUE"  means,  with respect to a share of Common Stock or
preferred stock of the Corporation  ("PREFERRED  STOCK") or other  securities of
the  Corporation  (other than  options,  rights,  warrants  or other  securities
convertible  into or  exchangeable or exercisable for shares of Common Stock) on
any date,  the average  closing sales price per share (or other similar unit) of
such security on the  principal  market on which such security is traded for the
20 trading days immediately preceding (but not including) such date, or, if such
security is not publicly  traded,  the Fair Market Value of such share (or other
similar  unit) shall be  determined as of such date by the Board of Directors of
the  Corporation;  PROVIDED  that  if the  Majority  Warrant  Holders  in  their
discretion do not agree with the  determination  of the Board of Directors,  the
Fair Market  Value of such share (or other  similar  unit) that is not  publicly
traded shall be determined by a nationally recognized firm of investment bankers
reasonably  acceptable to the Corporation and the Majority Warrant Holders.  The
fees of any such firm in connection with any  determination of Fair Market Value
of any share (or other similar unit) shall be paid as follows:  (i) if such Fair
Market Value as  determined  by the Board of Directors of the  Corporation  (the
"CORPORATION  VALUE") and such Fair Market Value as determined by such firm (the
"FIRM VALUE") differ by an amount of 15% or less of the Corporation  Value, then
such fees shall be borne  equally by the  Corporation  and the Holders  (each of
whom shall be  severally  liable  for its pro rata share of the  portion of such
fees  allocable  to the  Holders),  (ii) if such Firm Value is greater than such
Corporation  Value by more than 15% of such  Corporation  Value,  then such fees
shall be borne entirely by the Corporation and (iii) if such  Corporation  Value
is greater than such Firm Value by more than 15% of such Corporation Value, then
such  fees  shall be  borne  entirely  by the  Holders  (each  of whom  shall be
severally liable for its pro rata share of such fees).

                                       2
<PAGE>

         "HOLDERS" means all of the Persons who are holders of the Warrants.

         "MAJORITY  WARRANT  HOLDERS"  means,  at any time,  holders of Warrants
exercisable  for a majority of the  aggregate  number of shares of Common  Stock
with respect to which the Warrants are exercisable at such time.

         "NEW LENDERS" means Morgan Stanley Dean Witter  Capital  Partners IV,
L.P.,  MSDW IV 892 Investors,  L.P.,  Morgan Stanley Dean Witter Capital
Investors IV, L.P.,  Morgan Stanley Senior Funding,  Inc.,  Wachovia  Investors,
Inc.  (formerly known as First Union Investors,  Inc.) and CIBC Inc.

         "PERSON" means an individual, a partnership,  a corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of July 8, 1998 among the  Corporation,  the holders of Warrants  party
thereto and certain other stockholders of the Corporation,  as amended from time
to time.

          "TRANSACTION  AGREEMENt"  means the Transaction  Agreement dated as of
July 8, 1998 among the Corporation, the warrantholders party thereto and certain
other stockholders of the Corporation, as amended from time to time.

          "WARRANT  SHARE  AMOUNT"  means,  at any time,  the  number of Warrant
Shares into which this Warrant is exercisable at such time.

         "WARRANT  SHARES"  means the shares of Common  Stock  deliverable  upon
exercise of this  Warrant,  as  adjusted  from time to time as  hereinafter  set
forth.

         "WARRANTS"  means this Warrant and any other warrants issued to the New
Lenders on the date hereof.

                                       3
<PAGE>

        2.EXERCISE OF WARRANT.

     (a)  Subject to Section  2(d),  the Holder is  entitled  to  exercise  this
Warrant  in whole  or in part at any  time,  or from  time to  time,  until  the
Expiration  Date  or,  if such  day is not a  Business  Day,  then  on the  next
succeeding  day that shall be a Business  Day. To  exercise  this  Warrant,  the
Holder shall execute and deliver to the  Corporation a Warrant  Exercise  Notice
substantially  in the form annexed  hereto (each a "WARRANT  EXERCISE  NOTICE"),
along with this Warrant,  together with (i) payment of the  applicable  Exercise
Price or (ii) a written notice to the Corporation  that the Holder is exercising
the Warrant (or a portion  thereof) by authorizing  the  Corporation to withhold
from issuance a number of shares of Common Stock  issuable upon such exercise of
this  Warrant  which when  multiplied  by the Fair Market  Value of one share of
Common Stock is equal to the aggregate  Exercise  Price for the number of shares
of Common Stock being purchased  (including the shares being withheld to satisfy
the Exercise Price) upon such exercise (and such withheld shares shall no longer
be issuable  under this  Warrant).  Upon such  delivery and payment,  the Holder
shall be deemed to be the holder of record of the Warrant Shares subject to such
exercise, notwithstanding that the stock transfer books of the Corporation shall
then be closed or that  certificates  representing such Warrant Shares shall not
then be actually delivered to the Holder.

     (b) If the Holder shall choose to pay the Exercise Price in connection with
any exercise of this Warrant (as permitted by clause (i) of Section  2(a)),  the
Exercise  Price  may be  paid  in  immediately  available  funds  in  cash or by
certified or official bank check or bank cashier's check payable to the order of
the  Corporation or by any  combination of such cash or check.  The  Corporation
shall pay any and all  documentary,  stamp or similar  issue or  transfer  taxes
payable in respect of the issue or delivery of the Warrant Shares except for any
documentary,  stamp or similar  issue or  transfer  taxes due as a result of the
issuance  or delivery of Warrant  Shares to a Person  other than the  registered
Holder of this Warrant.

     (c) If the Holder  exercises  this Warrant in part,  this Warrant  shall be
surrendered by the Holder to the  Corporation  and a new Warrant  certificate of
the same  tenor  and for the  unexercised  number  of  Warrant  Shares  shall be
executed by the  Corporation.  The Corporation  shall promptly  register the new
Warrant  certificate  in the name of the  Holder or in such name or names of its
transferee  pursuant to  paragraph 6 hereof as may be directed in writing by the
Holder and deliver the new Warrant certificate to the Person or Persons entitled
to receive the same.

     (d)  Notwithstanding  any provision herein to the contrary,  the Holder may
not exercise this Warrant unless the  Corporation  shall have first obtained the
approval of the  shareholders of the Corporation in compliance with Rule 4350(i)
of the NASD Manual,  as amended,  and the  Securities  Exchange Act of 1934,  as
amended, and the rules and regulations promulgated thereunder.

                                       4
<PAGE>

     (e) Upon  surrender  of this  Warrant  in  conformity  with  the  foregoing
provisions,  the  Corporation  shall  promptly  transfer  to the  Holder of this
Warrant appropriate evidence of ownership of the shares of Common Stock or other
securities  or property  (including  any money) to which the Holder is entitled,
registered or otherwise placed in, or payable to the order of, the name or names
of the Holder or as may be directed in writing by the Holder (including the name
or  names  of any  transferee  of the  Holder  to whom  this  Warrant  has  been
transferred in whole or in part in accordance with Section 6), and shall deliver
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  paragraph 5
below.

     (f)  Notwithstanding  any other provision  hereof, if an exercise of all or
any portion of this Warrant is to be made in connection with a registered public
offering of any capital stock of the Corporation or any sale of the Corporation,
the  exercise of all or any portion of this  Warrant may, at the election of the
Holder,  be conditioned upon the consummation of such public offering or sale of
the Corporation, and such exercise shall not be deemed to be effective until the
consummation of such public offering or sale.

        3.RESTRICTIVE  LEGEND.  Certificates  representing  shares of Common
Stock issued pursuant to this  Warrant  shall  bear a legend  substantially  in
the form of the legend set forth on the first page of this Warrant.

        4.RESERVATION OF SHARES.  The Corporation hereby agrees that at all
times there shall be reserved for issuance and delivery  upon  exercise of this
Warrant such number of its authorized but unissued shares of Common Stock or
other securities of the  Corporation  from time to time issuable upon exercise
of this Warrant as will be  sufficient  to permit the  exercise in full of this
Warrant.  All such shares shall be duly  authorized  and, when issued upon such
exercise,  shall be validly  issued,  fully  paid and  non-assessable,  free and
clear of all liens, security  interests,  charges and other encumbrances or
restrictions on sale and free and clear of all preemptive  rights,  in each case
except to the extent set forth in the  Registration  Rights Agreement and
Sections 6.01, 6.05 and 6.06 of the Transaction Agreement, or created or
imposed by the Holder.

        5.FRACTIONAL  SHARES.  No fractional  shares or scrip  representing
fractional shares  shall  be  issued  upon the  exercise  of this  Warrant,
and in lieu of delivery of any such fractional share upon any exercise hereof,
the Corporation shall pay to the Holder an amount in cash equal to such
fraction  multiplied by the Fair Market Value per share of Common Stock as of
the date of such exercise.

                                       5
<PAGE>

        6.EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.

     (a) This  Warrant  and all rights  hereunder  are not  transferable  by the
Holder  hereof  except to any  Person  who,  prior to such  transfer,  agrees in
writing to the terms and conditions hereof,  including that this Warrant and the
shares  issued on  exercise  hereof  shall be subject to the  provisions  of the
Registration   Rights  Agreement  and  Sections  6.01,  6.05  and  6.06  of  the
Transaction  Agreement.  Each  taker  and  holder of this  Warrant  by taking or
holding the same,  consents and agrees that the registered  holder hereof may be
treated by the  Corporation  and all other Persons  dealing with this Warrant as
the absolute owner hereof for any purpose and as the Person entitled to exercise
the rights represented hereby.

     (b)  Subject to Section  6(a) hereof and to the  requirements  of state and
federal  securities laws, the Holder of this Warrant shall be entitled to assign
and transfer this Warrant, at any time in whole or from time to time in part, to
any Person or Persons. Subject to the preceding sentence, upon surrender of this
Warrant to the Corporation,  together with the attached Warrant  Assignment Form
duly executed,  the Corporation shall, without charge, execute and deliver a new
Warrant in the name of the assignee or  assignees  named in such  instrument  of
assignment and, if the Holder's  entire  interest is not being assigned,  in the
name of the Holder, and this Warrant shall promptly be canceled.

        7.LOSS OR DESTRUCTION OF WARRANT.  Upon receipt by the  Corporation of
evidence reasonably  satisfactory to it of the loss, theft,  destruction or
mutilation of this  Warrant,  and  (in  the  case  of  loss,  theft  or
destruction)  of  any indemnification agreement reasonably satisfactory to the
Corporation and (in the case of  mutilation)  upon  surrender  and  cancellation
of this  Warrant,  the Corporation  shall execute and deliver a new Warrant
certificate  of like tenor and date. The Corporation agrees that in the case of
the original Holder of this Warrant,  a written  agreement of indemnity  given
by such original Holder alone shall be  satisfactory  to the  Corporation  and
no further  bond,  backstop  or security shall be required.

        8.ANTI-DILUTION PROVISIONS.

     (a)  COMMON  STOCK  DIVIDENDS,  SUBDIVISIONS,  COMBINATIONS.  In  case  the
Corporation  shall  (i) pay or make a  dividend  or  other  distribution  to all
holders of its Common Stock in shares of Common Stock, (ii) subdivide,  split or
reclassify  the  outstanding  shares of its Common Stock into a larger number of
shares,  or (iii) combine or  reclassify  the  outstanding  shares of its Common
Stock into a smaller number of shares,  then in each such case the Warrant Share
Amount  shall be adjusted to equal the number of such shares to which the holder
of this Warrant would have been  entitled upon the  occurrence of such event had
this Warrant been exercised immediately prior to the happening of such event or,
in the case of a stock dividend or other distribution,  immediately prior to the
record date for determination of stockholders  entitled  thereto.  An adjustment
made pursuant to this Section 8(a) shall become effective immediately after such
record date in the case of a dividend or distribution and immediately  after the
effective   date  in  the  case  of  a   subdivision,   split,   combination  or
reclassification.
                                       6
<PAGE>

     (b) REORGANIZATION   OR   RECLASSIFICATION.   In  case  of  any   capital
reorganization or any  reclassification  of the capital stock of the Corporation
(whether  pursuant to a merger or  consolidation or otherwise (but excluding any
event  described  in Section 8(a)  above)),  this Warrant  shall  thereafter  be
exercisable  for the number of shares of stock or other  securities  or property
receivable  upon such  capital  reorganization  or  reclassification  of capital
stock,  as the case may be, by a holder of the number of shares of Common  Stock
into  which this  Warrant  was  exercisable  immediately  prior to such  capital
reorganization  or   reclassification  of  capital  stock;  and,  in  any  case,
appropriate adjustment shall be made in the application of the provisions herein
set forth with respect to the rights and  interests  thereafter of the Holder of
this Warrant to the end that the provisions set forth herein shall thereafter be
applicable,  as nearly as reasonably  may be, in relation to any shares of stock
or other securities or property thereafter deliverable upon the exercise of this
Warrant.

     (c) DISTRIBUTIONS OF ASSETS OR SECURITIES OTHER THAN COMMON STOCK. In case
the Corporation  shall,  by dividend or otherwise,  distribute to all holders of
its Common Stock shares of any of its capital  stock (other than Common  Stock),
rights or warrants to purchase any of its securities  (other than those referred
to in Section 8(d) below),  cash, other assets or evidences of its indebtedness,
then in each such case the Warrant Share Amount shall be adjusted by multiplying
the  Warrant  Share  Amount  immediately  prior to the date of such  dividend or
distribution  by a  fraction,  of which the  numerator  shall be the Fair Market
Value per share of Common Stock at the record date for determining  stockholders
entitled to such dividend or distribution, and of which the denominator shall be
such Fair Market  Value per share of Common  Stock less the fair market value of
such dividend or  distribution  per share of Common Stock (as determined in good
faith by the Board of Directors of the Corporation).

     (d) BELOW MARKET  DISTRIBUTIONS  OR ISSUANCES OF COMMON STOCK.  In case the
Corporation  shall issue  Common Stock (or  options,  rights,  warrants or other
securities  convertible into or exchangeable or exercisable for shares of Common
Stock) at a price  per share (or  having  an  effective  exercise,  exchange  or
conversion  price per share) less than the Fair Market Value per share of Common
Stock on the date such  Common  Stock (or  options,  rights,  warrants  or other
securities  convertible into or exchangeable or exercisable for shares of Common
Stock) is sold or issued  (PROVIDED  that no sale of  securities  pursuant to an
underwritten  public  offering  shall be deemed to be for less than Fair  Market
Value),  then in each such case the Warrant  Share  Amount shall  thereafter  be
adjusted by multiplying the Warrant Share Amount  immediately  prior to the date
of  issuance  of such  Common  Stock  (or  options,  rights,  warrants  or other
securities)  by a fraction,  the  numerator of which shall be (x) the sum of (i)
the number of Common Share Equivalents represented by all securities outstanding
immediately prior to such issuance and (ii) the aggregate consideration, if any,
to be received by the Corporation  upon the issuance of such  additional  Common
Share Equivalents  represented by all securities so issued multiplied by (y) the
Fair Market  Value of a share of Common Stock  immediately  prior to the date of
such issuance,  and the denominator of which shall be (x) the product of (A) the
Fair Market  Value of a share of Common Stock  immediately  prior to the date of
such issuance and (B) the number of Common Share Equivalents  represented by all
securities outstanding immediately prior to such issuance plus (y) the aggregate
consideration  received by the Corporation for the total number of Securities so
issued plus, (z) in the case of options,  rights,  warrants or other  securities
convertible  into or exchangeable or exercisable for shares of Common Stock, the
additional  consideration  required to be received by the  Corporation  upon the
exercise, exchange or conversion of such securities.
                                       7
<PAGE>

An  adjustment  made  pursuant  to this  Section  8(d)  shall  become  effective
immediately  after  the date  such  Common  Stock or other  security  is sold or
issued.  Notwithstanding  anything  herein  to  the  contrary,  (1)  no  further
adjustment  to the Warrant  Share  Amount shall be made (x) upon the issuance or
sale of Common Stock pursuant to the exercise of any options, rights or warrants
or (y) upon the issuance or sale of Common Stock  pursuant to the  conversion or
exchange of any convertible  securities,  if the adjustment in the Warrant Share
Amount was made as required  hereby upon the  issuance or sale of such  options,
rights,  warrants or securities or no adjustment was required hereby at the time
such  option,  right,  warrant  or  convertible  security  was issued and (2) no
adjustment  to the Warrant  Share Amount shall be made upon the issuance or sale
of Common Stock upon the exercise of any of the Corporation's other Warrants. In
the event that any options,  rights,  warrants or other  securities  convertible
into or exchangeable or exercisable for shares of Common Stock,  the issuance of
which  resulted in an  adjustment  pursuant to this Section  8(d),  shall expire
without being converted, exchanged or exercised, the adjustment made pursuant to
this Section 8(d) with respect to such  securities  which have expired  shall be
reversed so that, as readjusted,  the Warrant Share Amount is what it would have
been had such securities which expired never been issued.  No such  readjustment
shall apply with respect to any portion of this Warrant which has been exercised
prior to the expiration of such securities  which expired.  For the avoidance of
doubt and  notwithstanding  any provision  herein to the  contrary,  the Warrant
Share Amount shall be adjusted pursuant to this Section 8(d) for the issuance of
(A) warrants  ("BRIDGE  LENDERS  WARRANTS")  no. 4, 5 and 6 dated as of the date
hereof by the  Corporation  to each of the Bridge  Lenders if the Bridge Lenders
Warrants become exercisable for in excess of 2,377,611 shares of Common Stock in
the aggregate,  to the extent and at such time that the Bridge Lenders  Warrants
become  exercisable for such additional number of shares of Common Stock and (B)
warrants no. 7, 8 and 9 by the  Corporation  dated as of the date hereof to each
of the Bridge Lenders,  to the extent and at such time that such warrants become
exercisable for shares of Common Stock.
                                       8
<PAGE>

     (e) BELOW MARKET  DISTRIBUTIONS  OR  ISSUANCES OF PREFERRED  STOCK OR OTHER
SECURITIES.  In case the  Corporation  shall  issue  Preferred  Stock  (or other
securities  of the  Corporation  other than  Common  Stock or  options,  rights,
warrants or other securities convertible into or exchangeable or exercisable for
shares of Common  Stock) at a price per share (or other  similar unit) less than
the Fair Market Value per share (or other similar unit) of such Preferred  Stock
(or other security) on the date such Preferred Stock (or other security) is sold
(PROVIDED  that no sale of Preferred  Stock or other  securities  pursuant to an
underwritten  public  offering  shall be deemed to be for less than Fair  Market
Value),  then in each such case the Warrant  Share  Amount shall  thereafter  be
adjusted by multiplying the Warrant Share Amount  immediately  prior to the date
of issuance  of such  Preferred  Stock (or other  security)  by a fraction,  the
numerator  of which  shall be the  product  of (i) the  number of  Common  Share
Equivalents  represented by all securities outstanding immediately prior to such
issuance and (ii) the Fair Market  Value of a share of Common Stock  immediately
prior to the date of such  issuance,  and the  denominator of which shall be (x)
the product of (A) the number of Common  Share  Equivalents  represented  by all
securities  outstanding  immediately  prior  to such  issuance  and (B) the Fair
Market  Value of a share of the Common  Stock  immediately  prior to the date of
such issuance  minus (y) the  difference  between (I) the aggregate  Fair Market
Value of such  Preferred  Stock  (or  other  security)  and  (II) the  aggregate
consideration  received by the  Corporation  for such Preferred  Stock (or other
security)  plus, in the case of options,  rights,  warrants or other  securities
convertible into or exchangeable or exercisable for shares of Preferred Stock or
other securities other than Common Stock, the additional  consideration required
to be received by the Corporation  upon the exercise,  exchange or conversion of
such  securities.  An adjustment made pursuant to this Section 8(e) shall become
effective immediately after the date such Preferred Stock (or other security) is
sold.  In the event  that any  options,  rights,  warrants  or other  securities
convertible into or exchangeable or exercisable for shares of Preferred Stock or
other  securities  other than Common Stock, the issuance of which resulted in an
adjustment  pursuant to this Section 8(e), shall expire without being converted,
exchanged or exercised,  the adjustment  made pursuant to this Section 8(e) with
respect to such  securities  which have  expired  shall be reversed so that,  as
readjusted,  the  Warrant  Share  Amount  is what it  would  have  been had such
securities  which expired never been issued.  No such  readjustment  shall apply
with respect to any portion of this Warrant  which has been  exercised  prior to
the expiration of such securities which expired.
                                       9
<PAGE>

     (f) ABOVE MARKET  REPURCHASES OF COMMON STOCK.  If at any time or from time
to time  the  Corporation  or any  Subsidiary  (as  defined  in the  Transaction
Agreement)  thereof shall  repurchase,  by self-tender  offer or otherwise,  any
shares of Common Stock of the Corporation (or any security  convertible  into or
exercisable or  exchangeable  for shares of Common Stock) at a weighted  average
purchase price in excess of the Fair Market Value  thereof,  on the Business Day
immediately  prior to the earliest of (i) the date of such repurchase,  (ii) the
commencement  of an offer to  repurchase  or (iii) the  public  announcement  of
either (such date being referred to as the  "DETERMINATION  DATE"),  the Warrant
Share Amount  shall  thereafter  be adjusted by  multiplying  the Warrant  Share
Amount immediately prior to such Determination Date by a fraction, the numerator
of which  shall be the  product  of (1) the number of Common  Share  Equivalents
represented   by  all   securities   outstanding   immediately   prior  to  such
Determination  Date minus the number of Common Share Equivalents  represented by
the  securities  repurchased  or to be  purchased  by  the  Corporation  or  any
Subsidiary  thereof in such  repurchase and (2) the Fair Market Value of a share
of  Common  Stock  immediately  prior  to  such  Determination   Date,  and  the
denominator  of which shall be (x) the product of (A) the number of Common Share
Equivalents  represented by all securities outstanding  immediately prior to the
Determination  Date and (B) the Fair  Market  Value of a share of  Common  Stock
immediately  prior  to  such  Determination  Date  minus  (y) the sum of (I) the
aggregate  consideration  paid  by  the  Corporation  in  connection  with  such
repurchase and (II) in the case of options, rights, warrants or other securities
convertible  into or exchangeable or exercisable for shares of Common Stock, the
additional  consideration  required to be received by the  Corporation  upon the
exercise, exchange or conversion of such securities. An adjustment made pursuant
to this Section 7(f) shall become effective immediately after the effective date
of such repurchase.

     (g) ABOVE MARKET REPURCHASES OF PREFERRED STOCK OR OTHER SECURITIES.  If at
any time or from time to time the  Corporation or any  Subsidiary  thereof shall
repurchase, by self-tender offer or otherwise, any shares of Preferred Stock (or
other securities of the Corporation other than Common Stock or options,  rights,
warrants or other securities convertible into or exchangeable or exercisable for
shares of Common Stock) at a weighted  average  purchase  price in excess of the
Fair  Market  Value  thereof,  on the  Business  Day  immediately  prior  to the
Determination  Date,  the Warrant  Share Amount shall  thereafter be adjusted by
multiplying the Warrant Share Amount immediately prior to the Determination Date
by a fraction,  the numerator of which shall be the product of (i) the number of
Common Share Equivalents  represented by all securities outstanding  immediately
prior to such  Determination  Date and (ii) the Fair Market  Value of a share of
Common Stock immediately prior to such  Determination  Date, and the denominator
of which shall be (x) the product of (A) the number of Common Share  Equivalents
represented   by  all   securities   outstanding   immediately   prior  to  such
Determination  Date and (B) the Fair  Market  Value of a share of  Common  Stock
immediately prior to such  Determination  Date minus (y) the difference  between
(I) the aggregate  consideration paid by the Corporation in connection with such
repurchase and (II) the aggregate Fair Market Value of such Preferred  Stock (or
other  security).  An adjustment made pursuant to this Section 8(g) shall become
effective  immediately  after  the  effective  date  of  such  repurchase.   The
Corporation  acknowledges that any repurchase described in Sections 8(f) or 8(g)
of this Warrant is subject to the  restrictions set forth in that certain Bridge
Financing  Agreement,  dated as of August 1, 2000,  among the  Corporation,  the
lenders party thereto and Morgan Stanley Senior Funding, Inc., as Administrative
Agent thereunder, as amended from time to time.
                                       10
<PAGE>

     (h) EXEMPT ISSUANCES.  Notwithstanding  anything herein to the contrary, no
adjustment to the Warrant Share Amount shall be caused pursuant to Sections 8(d)
or (e) by (i) (x)  the  granting  of  options  pursuant  to a  stock  option  or
incentive plan maintained by the Corporation or the issuance of shares of Common
Stock  upon the  exercise  of such  options,  so long as any such  plan has been
approved by the Board of Directors of the  Corporation and any such options have
been  granted at an exercise  price equal to the fair market value of the Common
Stock  at the time of such  grant  (such  fair  market  value  to be  determined
pursuant to a reasonable  methodology  and in  accordance  with the terms of the
relevant  plan),  and (y) the issuance of shares of Common  Stock as  restricted
stock under a stock option or incentive plan maintained by the  Corporation,  or
to  directors,  employees,   consultants  or  other  service  providers  of  the
Corporation  in connection  with their service to the  Corporation to the extent
that the  aggregate  number of shares of Common  Stock so issued does not exceed
10% of the  outstanding  shares of Common Stock as of the date of such issuance;
(ii) the issuance of  warrants,  and the issuance of shares of Common Stock upon
the  exercise  thereof,   in  connection  with  any  debt  or  equity  financing
consummated by the Corporation to the extent that the number of shares of Common
Stock  for  which  such  warrants  are  exercisable,  does not  exceed 1% of the
outstanding  shares of Common Stock as of the date of such  issuance,  (iii) the
issuance of Common Stock or warrants by the Corporation as consideration for any
acquisition,  (iv) the  issuance of warrants  no. 1, 2 and 3 by the  Corporation
dated as of the date  hereof  to each of  Morgan  Stanley  Dean  Witter  Capital
Partners IV, L.P.,  MSDW IV 892  Investors,  L.P. and Morgan Stanley Dean Witter
Capital  Investors IV, L.P. (and the issuance of shares of Common Stock pursuant
to such warrants) or (v) the issuance of Bridge Lenders Warrants exercisable for
up to 2,377,611  shares of Common Stock in the aggregate (and the issuance of up
to 2,377,611 shares of Common Stock in the aggregate pursuant to such warrants);
PROVIDED  that,  for the  avoidance of doubt,  the Warrant Share Amount shall be
adjusted  pursuant to Section 8(d) for the issuance of Bridge  Lenders  Warrants
exercisable  for in excess of 2,377,611  shares of Common Stock in the aggregate
to the  extent  and at  such  time  that  the  Bridge  Lenders  Warrants  become
exercisable for such additional number of shares of Common Stock.

     (i) ADJUSTMENT  OF  EXERCISE  PRICE;  CERTAIN  DETERMINATIONS.  Upon  each
adjustment of the Warrant Share Amount as a result of the  calculations  made in
the  preceding  paragraphs  of this  Section  8, the  Exercise  Price  hereunder
immediately  after giving  effect to such  adjustment  shall be equal to (A) the
product of (i) the Warrant  Share Amount  immediately  prior to such  adjustment
TIMES (ii) the Exercise Price  immediately  prior to such adjustment  DIVIDED by
(B) the  Warrant  Share  Amount in effect  immediately  after  such  adjustment,
PROVIDED that in no event shall the Exercise  Price,  as adjusted,  be less than
the par value  per share of Common  Stock as of the  Closing  Date  ($0.01).  In
making any  calculations  in paragraphs  (c), (d), (e), (f) or (g) above of this
Section  8, the  value of any  non-cash  consideration  received  or paid by the
Corporation or any non-cash  dividend or  distribution  made by the  Corporation
shall be  determined  by the Board of  Directors  of the  Corporation,  and such
determination shall be conclusive.

                                       11
<PAGE>

     (j) CERTIFICATE AS TO  ADJUSTMENTS.  Upon the occurrence of each adjustment
or  readjustment  of the Warrant  Share  Amount  pursuant to this Section 8, the
Corporation   at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment  in  accordance  with the terms  hereof and furnish to the Holder a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or  readjustment is based.  The Corporation
shall,  upon the written request at any time of the Holder,  furnish or cause to
be furnished to the Holder a like certificate setting forth (1) such adjustments
and  readjustments  and (2) the number of shares of Common Stock and the amount,
if any, of other  property which at the time would be received upon the exercise
of this Warrant.

     (k) NOTICES.  (i) In the event that the  Corporation  shall  propose at any
time to effect any  transaction  of the type  described in Sections 8(a) through
8(g) hereof or to take any similar extraordinary  corporate action affecting the
Corporation's  capital  stock,  then,  in connection  with each such event,  the
Corporation  shall send to the Holder at least 10 days' prior to (x) in the case
of a dividend  or other  distribution,  the  applicable  record  date,  a notice
specifying the record date for purposes of such dividend or distribution and the
date on which such dividend or other  distribution is to be made, and (y) in any
other  case,  the date on which such event is to become  effective  or the first
date on which the  Corporation  intends to effect any such  transaction,  as the
case may be, in each case  specifying in reasonable  detail what the transaction
or event  consists of and, if applicable,  the aggregate  amount or value of any
cash or property proposed to be distributed,  paid, purchased or received by the
Corporation in connection therewith.

         (ii) In the event of (x) any voluntary or involuntary  dissolution,
liquidation or  winding  up of the  Corporation,  (y)  any  consolidation,
merger  or  sale described in Section 9 below or (z) any  registered  public
offering of capital stock by the Corporation or other sale of the Corporation,
the Corporation shall provide to the Holder at least 10 days' prior written
notice thereof.

         (iii) Unless notice is otherwise  required  pursuant to Section  8(k)
(i) or (ii) hereof, the Corporation shall send written notice to the Holder
immediately upon any public  announcement with respect to an open market
repurchase  program for, any  self-tender  offer for and any other  repurchase
of shares of Common Stock, other than repurchases in the ordinary course of
business of Common Stock issued in  connection  with the exercise of options
outstanding  on the date hereof or issued in the ordinary course of business
consistent with past practice pursuant to the terms of any employee stock
incentive plan adopted by the Corporation (x) from employees of the Corporation
upon their death, termination or retirement or (y) upon foreclosure pursuant to
loans outstanding on the date hereof or made in the  ordinary  course  of
business  by  the  Corporation  to  employees  of the Corporation secured by
Common Stock.

                                       12
<PAGE>

        9. CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
consolidation of the Corporation  with, or merger of the  Corporation  into,
any other  Person,  any merger of another  Person into the  Corporation  (other
than a merger which does not result in any  reclassification,  conversion,
exchange or  cancellation  of outstanding  shares  of  Common  Stock)  or  any
sale  or  transfer  of  all or substantially  all of the assets of the
Corporation to the Person formed by such consolidation  or resulting from such
merger or to the Person that acquires such assets pursuant to any such sale or
transfer of all or substantially  all of the assets of the  Corporation,  as the
case may be, the Holder shall have the right thereafter to exercise this Warrant
for the kind and amount of securities,  cash and other property receivable upon
such consolidation,  merger, sale or transfer by a holder of the number of
shares of Common  Stock for which this  Warrant may have been exercised
immediately prior to such  consolidation,  merger,  sale or transfer.
Adjustments  for events  subsequent to the  effective  date of such a
consolidation,  merger, sale or transfer of assets shall be as nearly equivalent
as may be practicable to the  adjustments  provided for in this Warrant.  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 Holder 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 9 shall
similarly  apply  to  successive   consolidations,   merger,  sales,  leases  or
transfers.

                                       13
<PAGE>

        10.NOTICES. Any notice,  demand or delivery authorized by this Warrant
shall be in writing and shall be given to the Holder or the Corporation,  as the
case may be, at its address (or facsimile  number) set forth below, or such
other address (or facsimile number) as shall have been furnished to the party
giving or making such notice, demand or delivery:

         If to the Corporation:

         Choice One Communications Inc.
         1 HSBC Plaza
         100 Chestnut Street
         Suite 1600
         Rochester, New York 14604
         Attention:   Steve M. Dubnik
         Telecopy:   585-530-2734

         with a copy to:

         Nixon Peabody LLP
         Clinton Square
         200 Broad Street
         Rochester, New York  14604
         Attention:   James A. Locke, III
         Telecopy:   585-263-1600

         If to the Holder:

         c/o MSDW Capital Partners IV, LLC
         1221 Avenue of the Americas
         New York, New York  10017
         Attention:  John B. Ehrenkranz
         Telecopy:  212-761-0086

         with a copy to:

         Davis Polk & Wardwell
         450 Lexington Avenue
         New York,  New York 10017
         Attention:   Joseph P. Hadley
         Telecopy:   212-450-4800

Each such  notice,  demand or delivery  shall be deemed  received on the date of
receipt by the  recipient  thereof if  received  prior to 5 p.m. in the place of
receipt and such day is a business day in the place of receipt.  Otherwise,  any
such notice,  request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

                                       14
<PAGE>

        11.RIGHTS OF THE HOLDER.  Prior to the  exercise of this  Warrant,  the
Holder shall not, by virtue  hereof,  be entitled to any rights of a shareholder
of the Corporation,  including,  without  limitation,  the  right to vote,  to
receive dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of  shareholders  or any notice of any
proceedings of the Corporation except as may be specifically provided for
herein.

        12.GOVERNING  LAW.  THIS WARRANT AND ALL RIGHTS  ARISING  HEREUNDER
SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE  WITH THE INTERNAL  LAWS OF THE
STATE OF DELAWARE,  AND THE  PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED
IN ACCORDANCE WITH SUCH LAWS.

        13.AMENDMENTS;  WAIVERS. Any provision of this Warrant may be amended or
waived if such  amendment  or  waiver  is in  writing  and  signed,  in the
case of an amendment, by the Holder and the Corporation, or in the case of a
waiver, by the party against whom the waiver is to be effective.  No failure or
delay by either party in exercising any right,  power or privilege  hereunder
shall operate as a waiver  thereof nor shall any single or partial  exercise
thereof  preclude any other or further exercise  thereof or the exercise of any
other right,  power or privilege.  The rights and remedies  herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.




                                       15
<PAGE>



         IN WITNESS WHEREOF,  the Corporation has duly caused this Warrant to be
signed by its duly authorized officer and to be dated as of September 13, 2002.

                                    CHOICE ONE COMMUNICATIONS INC.
                                    By:
                                    --------------------------------------------
                                      Name:
                                      Title:
Acknowledged and Agreed:

[HOLDER]



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




                                       16
<PAGE>



                          WARRANT EXERCISE NOTICE FORM


To:      Choice One Communications Inc.


         The undersigned  irrevocably  exercises the Warrant for the purchase of
___________  shares of common  stock,  par value $0.01 per share,  of Choice One
Communications  Inc. (the "CORPORATION") (the "SHARES") at $_____ per Share (the
Exercise  Price  currently  in  effect  pursuant  to  Warrant  No.  [______](the
"WARRANT") and [herewith makes payment of $___________  (such payment being made
in immediately  available funds in cash or by certified or official bank or bank
cashier's  check  payable to the order of the  Corporation  or by any  permitted
combination  of such cash or check)],  [hereby  authorizes  the  Corporation  to
withhold  ______ shares (being the number of Shares which when multiplied by the
Fair Market Value of one Share equals  $______ [the amount of the Exercise Price
for  all  Shares,  including  the  withheld  shares],)]  all  on the  terms  and
conditions specified in the Warrant, surrenders the Warrant and all right, title
and interest therein to the Corporation and directs that the Shares  deliverable
upon the exercise of the Warrant be  registered or placed in the name and at the
address  specified below and delivered  thereto.  Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Warrant.

         Date: ______________


                              --------------------------------------------------
                               (Signature of Owner)



                              --------------------------------------------------
                               (Street Address)



                              --------------------------------------------------
                              (City)             (State)            (Zip Code)





                                       17
<PAGE>



Securities and/or check to be issued to:

Please insert social security or identifying number: ________________________

Name:____________________________________________________________

Street Address:_____________________________________________________

City, State and Zip Code:_____________________________________________


Any unexercised portion of the Warrant to be issued to:

Please insert social security or identifying number:_________________________

Name: ____________________________________________________________

Street Address: _____________________________________________________

City, State and Zip Code: _____________________________________________



                                       18
<PAGE>






                             WARRANT ASSIGNMENT FORM



                                                  Dated ___________ ___, _____


        FOR VALUE RECEIVED, ______________________

hereby sells, assigns and transfers unto_____________________________(the
"ASSIGNEE")                            (please type or print in block letters)

---------------------------------------------------------------
          (insert address)

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



                                            Signature: _______________________



</TEXT>
</DOCUMENT>
