RF MONOLITHICS INC /DE/
WARRANT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>9
<FILENAME>dex1046.txt
<DESCRIPTION>WARRANT AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.46
                                                                   -------------

                               WARRANT AGREEMENT

     This WARRANT AGREEMENT dated as of the 8th day of December, 2000 (this
"Agreement"), is by and between RF Monolithics, Inc., a Delaware corporation
(the "Company"), and Wells Fargo Business Credit, Inc. (the "Initial Holder").

     WHEREAS, the Initial Holder is acting as underwriter of, and syndication
agent in respect to, a syndicated credit facility being made available to the
Company (the "Credit Facility").

     WHEREAS, in partial consideration of the agreement of the Initial Holder as
underwriter of, and syndication agent in respect to, the Credit Facility, the
Company proposes to issue and deliver to the Initial Holder its warrant
certificates (the "Warrant Certificates") evidencing Warrants (as defined below)
to purchase up to an aggregate of Thirty Thousand (30,000) shares  (the "Initial
Number").  Each such Warrant will entitle the registered owner thereof to
purchase one Stock Unit (as defined below), subject to adjustment as provided
herein.

     NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and for the purpose of defining the terms and provisions of the
Warrants and the respective rights and obligations thereunder of the Company and
the record holders of the Warrants, the Company and the Initial Holder hereby
agrees as follows:

1.   DEFINITIONS.

     As used in this Agreement, the following terms shall have the following
meanings:

     Additional Shares of Common Stock:  all shares of Common Stock issued by
the Company after the date of this Agreement other than Underlying Common Stock
issued upon exercise of Warrants.

     Affiliate:  as to any Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control of such
Person.  For purposes of this definition, "control" when used with respect to
any Person means 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, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     Agreement: the Agreement identified in the preamble to this Agreement as
amended.

     Business Day:  any day except Saturday, Sunday or any other day that is a
legal holiday in New York City, New York or Dallas, Texas or a day on which
banks in New York City, New York or Dallas, Texas are authorized or required by
law or executive order to close.

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     Common Stock:  the class of capital stock of the Company designated as the
Common Stock, par value $.001 per share, of the Company or shares of any class
or classes resulting from any reclassification or reclassifications thereof and
which have no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which are not subject to redemption by the Company.

     Company:  the corporation identified in the preamble to this Agreement and
its successors and assigns.

     Constituent Person:  has the meaning set forth in Section 5.1.11

     Convertible Securities:  evidences of indebtedness, shares of stock or
other securities that are convertible into or exchangeable, with or without
payment of additional consideration in cash or property, for Additional Shares
of Common Stock, either immediately or upon the arrival of a specified date or
the happening of a specified event.

     Credit Facility:  the Credit Facility identified in the first Recital to
this Agreement.

     Current Market Price:  on any date:

          (i)  if the reference is to the per share price of Common Stock on any
     date herein specified and if on such date the Common Stock is listed or
     admitted to trading on any national securities exchange or quoted on Nasdaq
     or otherwise traded in the over-the-counter market in the United States:

               (A)  for the purpose of any computation under this Agreement
     (except under Section 5.1.4), the average of the Quoted Prices for the five
     consecutive Trading Days selected by the Company commencing not more than
     20 Trading Days before, and ending not later than, the earlier of (x) the
     date in question and (y) in the case of any computation under Section
     5.1.2, or 5.1.6, the day before the "ex" date for the issuance or
     distribution requiring such computation; or

               (B)  for the purpose of any computation under Section 5.1.4, the
     average of the Quoted Prices for the five consecutive Trading Days selected
     by the Company commencing on or after the latest of (x) the date 20 Trading
     Days before the date in question, (y) the date of commencement of the
     tender offer requiring such computation and (z) the date of the last
     amendment, if any, of such tender offer involving a change in the maximum
     number of shares for which tenders are sought or a change in the
     consideration offered, and ending not later than the Expiration Time of
     such tender offer; or

          (ii) if the reference is to the per share price of Common Stock on any
     date herein specified and if on such date the Common Stock is not listed or
     admitted to trading on any national securities exchange or quoted on Nasdaq
     or otherwise traded in the over-the-counter market in the United States,
     the amount which a willing buyer would

                                      ii
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     pay a willing seller in an arm's-length transaction on such date (neither
     being under any compulsion to buy or sell) for one share of Common Stock as
     determined as of such date, as set forth in a value report by an
     Independent Financial Expert using one or more valuation methods that such
     Independent Financial Expert, in its best professional judgment, determines
     to be most appropriate.

     Current Market Value:  on any date, with respect to any security,

          (i)    if on such date such security is listed or admitted to trading
     on any national securities exchange or quoted on Nasdaq or otherwise traded
     in the over-the-counter market in the United States, the average of the
     Quoted Prices for the five consecutive Trading Days selected by the Company
     commencing not more than 20 Trading Days before, and ending not later than,
     such date; or

          (iii)  if on such date such security is not listed or admitted to
     trading on any national securities exchange or quoted on Nasdaq or
     otherwise traded in the over-the-counter market in the United States, the
     amount that a willing buyer would pay a willing seller in an arm's-length
     transaction on such date (neither being under any compulsion to buy or
     sell) for such security as determined as of such date, as set forth in a
     value report by an Independent Financial Expert using one or more valuation
     methods that such Independent Financial Expert, in its best professional
     judgment, determines to be most appropriate.

     Effective Date:  December 8, 2000, the date of the Credit Facility.

     "ex" date: when used with respect to any issuance or distribution, the
first date on which the Common Stock trades regular way on the relevant exchange
or in the relevant market from which the Quoted Price was obtained without the
right to receive such issuance or distribution.

     Exchange Act:  the Securities Exchange Act of 1934, as amended.

     Exchange Date:  has the meaning set forth in Article 4.

     Exercise Price:  the exercise price per Stock Unit, which is $5.00,
provided the per share Exercise Price shall not be less than the then current
par value per share of each share of New Common Stock.

     Expiration Date:  December 31, 2010 (subject to any extension as provided
in Section 10.2).

     Expiration Time:  6:00 p.m. New York, New York time.

     Financial Expert:  any broker or dealer registered as such under the
Exchange Act that conducts an investment banking business of nationally-
recognized standing.

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     Governmental Authority:  the United States of America, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
within any such jurisdiction.

     Holder:  as of the Effective Date, the Initial Holder and thereafter any
person in whose name at the time any Warrant Certificate is registered upon the
Warrant Register and, when used with respect to any Warrant Certificate, the
person in whose name such Warrant Certificate is registered in the Warrant
Register.

     Independent Financial Expert:  any Financial Expert selected by the Company
that either (i) is reasonably acceptable to the Holders of Warrant Certificates
evidencing a majority of the outstanding Warrants or (ii) is a firm (x) which
does not (and the directors, officers, employees, affiliates or stockholders of
which, to the knowledge of the Company, do not) have a material direct or
indirect interest in the Company or any of its subsidiaries or Affiliates, as
determined by the Board of Directors of the Company in its good faith judgment,
(y) which has not been within the last three years, and, at the time it is
called upon to give independent financial advice to the Company, is not (and
none of the directors, officers, employees, affiliates or stockholders of which,
to the knowledge of the Company, is) a director or officer of the Company or any
of its subsidiaries or Affiliates and (z) which does not provide any advice or
opinions to the Company except as an independent financial expert or as an
investment bank or in connection with this Agreement (in any case, for which it
may be compensated without compromising its independence).

     Initial Holder:  is the Person identified in the preamble to this
Agreement.

     Initial Number:  is the number identified in the third Recital to this
Agreement.

     NASD:  National Association of Securities Dealers, Inc.

     Nasdaq:  The Nasdaq Stock Market, Inc., including, without limitation, both
the Nasdaq National Market and the Nasdaq Small Cap Market, and its successors
and assigns.

     New Common Stock:  the shares purchasable upon exercise of Warrants which,
subject to the provisions of Section 5.1.11, shall include only shares of the
class of capital stock of the Company designated as the Common Stock on the
Effective Date or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

     Non-electing share:  has the meaning set forth in Section 5.1.10.

     Non-Surviving Transaction:  has the meaning set forth in Section 5.1.10.

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     Per Share Exercise Price: the Exercise Price divided by the number of
shares of New Common Stock in a Stock Unit.

     Person: any individual, corporation, joint stock company, partnership,
joint venture, trust (including a business trust), estate, limited liability
company, unincorporated association, unincorporated organization, Governmental
Authority or any other entity.

     Purchased Shares: has the meaning set forth in Section 5.1.11.

     Quoted Price: on any Trading Day, with respect to any security, the last
reported sales price regular way or, in case no such reported sale takes place
on such Trading Day, the average of the reported closing bid and asked prices
regular way, in either case on the New York Stock Exchange or, if such security
is not listed or admitted to trading on such Exchange, on the principal national
securities exchange on which such security is listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange, on
Nasdaq or, if such security is not listed or admitted to trading on any national
securities exchange or quoted on Nasdaq, the average of the highest closing bid
and lowest closing offer prices (the inside market) in the over-the-counter
market in the United States as furnished by any NASD member firm that shall be
selected from time to time by the Company for that purpose.

     Rule 144A Information: has the meaning set forth in Section 9.3.

     SEC: the Securities and Exchange Commission.

     Securities Act: the Securities Act of 1933, as amended.

     Stockholder's Meeting: has the meaning set forth in Section 9.2.

     Stock Unit: the number of shares of New Common Stock issuable upon exercise
of one Warrant, which, on the Effective Date is one share of New Common Stock
and thereafter shall be such number of shares (including any fractional share)
of New Common Stock as shall result from the adjustments specified in Article 5
hereof.

     Substituted Property: has the meaning set forth in Section 5.1.11.

     Surviving Transaction: has the meaning set forth in Section 5.1.11.

     Trading Day: each Monday, Tuesday, Wednesday, Thursday and Friday, other
than any day on which securities are not traded on the applicable securities
exchange or in the applicable securities market.

     Underlying Common Stock: the shares of New Common Stock issuable upon the
exercise of the Warrants.

     Warrant Agent: as of the Effective Date, the Company and thereafter any
other Person who may be appointed as warrant agent in accordance with the terms
hereof or any successors of such warrant agent appointed in accordance with the
terms hereof.

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     Warrant Certificates: those certain warrant certificates evidencing the
Warrants, substantially in the form of Exhibit A attached hereto.
                                       ---------

     Warrant Register: a register to be maintained by the Warrant Agent for the
purpose of maintaining the names of the holders of the Warrant Certificates.

     Warrants: those certain Warrants initially issued to the Initial Holder to
purchase the Initial Number of shares of New Common Stock at the Exercise Price,
subject to adjustment pursuant to Article 5, issued hereunder.

2.   ORIGINAL ISSUE OF WARRANTS.

     2.1  Form of Warrant Certificates.  The Warrant Certificates evidencing the
          ----------------------------
Warrants may be in registered form and shall be substantially in the form
attached hereto as Exhibit A, shall be dated the date on which countersigned by
                   ---------
the Warrant Agent and may have such legends and endorsements typed, stamped,
printed, lithographed or 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.

     2.2  Execution and Delivery of Warrant Certificates.  Warrant Certificates
          ----------------------------------------------
evidencing Warrants that may be countersigned and delivered under this Agreement
are limited to Warrant Certificates evidencing the right to purchase initially
the Initial Number of shares of New Common Stock, except for Warrant
Certificates countersigned and delivered upon registration of transfer of, or in
exchange for, or in lieu of, one or more previously countersigned Warrant
Certificates pursuant to Sections 2.1, 3.4, or 10.4 or Article 6.

     At any time and from time to time after the execution of this Agreement,
Warrant Certificates evidencing the Warrants may be executed by the Company and
delivered to the Warrant Agent for countersignature, and the Warrant Agent shall
thereupon countersign and deliver such Warrant Certificates upon the written
order and at the direction of the Company for original issuance to the
respective Persons entitled thereto.  The Warrant Agent is hereby authorized to
countersign and deliver Warrant Certificates as required by this Section 2.2 or
by Sections 2.1, 3.4, or 10.4 or Article 6.  The Warrant Certificates shall be
executed in the corporate name and on behalf of the Company by its Chairman of
the Board, Chief Executive Officer, President or by any of its Vice Presidents,
under its corporate seal reproduced thereon and attested to by its Secretary or
one of its Assistant Secretaries.  The signature of any of these officers on the
Warrant Certificates may be manual or facsimile.  The Warrant Certificates shall
be manually countersigned by the Warrant Agent and shall not be valid for any
purpose unless so countersigned.  In case any officer of the Company whose
signature shall have been placed upon any of the Warrant Certificates shall
cease to be such officer of the Company before countersignature by the Warrant
Agent and issue and delivery thereof, such Warrant Certificates may,
nevertheless, be countersigned by the Warrant Agent and issued and delivered
with the same force and effect as though such person had not ceased to be such
officer of the Company.

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3.   EXERCISE PRICE; EXERCISE OF WARRANTS GENERALLY.

     3.1  Exercise Price. Each Warrant Certificate shall, when countersigned by
          --------------
the Warrant Agent, entitle the Holder thereof, subject to the provisions of this
Agreement, to receive one Stock Unit for each Warrant represented thereby at the
Exercise Price.

     3.2  Exercise of Warrants.  Subject to the terms and conditions set forth
          --------------------
herein, the Warrants may be exercised on any Business Day from and after the
date hereof.

     3.3  Expiration of Warrants. The Warrants shall terminate and become void
          ----------------------
as of the Expiration Time on the Expiration Date.

     The Company shall give notice not less than 60, and not more than 120, days
prior to the Expiration Date to the Holders of all then outstanding Warrants to
the effect that the Warrants will terminate and become void as of the Expiration
Time on the Expiration Date.

     3.4  Method of Exercise. In order to exercise a Warrant, the Holder thereof
          ------------------
must (i) deliver to the Warrant Agent (a) a written notice of the Holder's
election to exercise the Warrant, which notice shall be in the form of the form
on the reverse of, or attached to, the Warrant Certificate evidencing such
Warrant and (b) the Warrant Certificate evidencing such Warrant, and (ii) (A)
pay the Exercise Price for such Warrants, at the option of the Holder, by any
combination of cash, certified bank check, official bank check in New York
Clearing House funds or wire transfer in immediately available funds to an
account designated by the Warrant Agent or (B) in lieu of paying cash as
specified above, a Holder may from time to time convert a Warrant, into a number
of shares of Common Stock determined by dividing (I) the Common Market Value of
the shares of New Common Stock issuable upon exercise of the Warrant minus the
aggregate Exercise Price of such shares by (II) the Current Market Value of one
share of Common Stock. There shall be no other requirements or conditions to the
exercise of the Warrants.

     Upon exercise of a Warrant, the Warrant Agent shall (i) deliver or deposit
all funds received, if any, as instructed in writing by the Company, and (ii)
thereupon promptly notify the Company, and the Company shall, as promptly as
practicable, and in any event within three (3) Business Days thereafter, execute
or cause to be executed and deliver or cause to be delivered to the Holder a
certificate or certificates representing the aggregate number of full shares of
Underlying Common Stock issuable upon such exercise together with cash in lieu
of any fraction of a share, as hereinafter provided.  The stock certificate or
certificates so delivered shall be, to the extent possible, in such denomination
or denominations as such Holder shall request in the notice and shall be
registered or otherwise placed in the name of the Holder or, subject to Section
10.2, such other name as shall be designated by the Holder in the notice.  A
Warrant shall be deemed to have been exercised and such stock certificate or
certificates shall be deemed to have been issued, and the Holder or any other
Person so designated to be named therein shall be deemed to have become a holder
of record of such shares for all purposes, as of immediately prior to the close
of business on the date the notice or notices referred to above, together with
the Exercise Price, is received by the Warrant Agent and all taxes required to
be paid by the Holder, if any, pursuant to Section 10.2, prior to the issuance
of such shares have been paid.

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<PAGE>

     If fewer than all the Warrants evidenced by a surrendered Warrant
Certificate are exercised, a new Warrant Certificate of the same tenor and for
the number of Warrants that were not exercised shall be executed by the Company.
The Warrant Agent shall countersign the new Warrant Certificate, register it in
such name or names, subject to Article 6, 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.

4.   DISSOLUTION, LIQUIDATION OR WINDING UP.

     If, prior to the Expiration Date, the Company (or any other Person
controlling the Company) shall propose a voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, the Company shall give
written notice thereof to the Warrant Agent and all Holders of Warrant
Certificates in the manner provided in Section 9.2 prior to the date on which
such transaction is expected to become effective or, if earlier, the record date
for such transaction.  Such notice shall also specify the date (the "Exchange
Date") as of which the holders of the shares of record of the capital stock of
the Company shall be entitled to exchange their shares for securities, money or
other property deliverable upon such dissolution, liquidation or winding up, as
the case may be, on which date each Holder of a Warrant Certificate shall
receive the securities, money or other property which such Holder would have
been entitled to receive had the Warrant been exercised immediately prior to
such dissolution, liquidation or winding up (net of the then applicable Exercise
Price), and the rights to exercise the Warrants shall terminate.  In case of any
such voluntary or involuntary dissolution, liquidation or winding up of the
Company, the Company shall deposit with the Warrant Agent any funds or other
property which the Holders are entitled to receive under this Agreement with
respect to each Warrant.  After receipt of such deposit from the Company and
after receipt of surrendered Warrant Certificates evidencing the Warrants, the
Warrant Agent shall make payment in appropriate amount, with respect to each
Warrant, to such Person or Persons as it may be directed in writing by the
Holder surrendering such Warrant Certificate.

5.   ADJUSTMENTS.

     5.1  Adjustments. The number of shares of New Common Stock constituting a
          -----------
Stock Unit therefor, shall be subject to adjustment from time to time as
follows:

          5.1.1  Stock Dividends, Subdivisions and Combinations. In case at any
     time or from time to time after the Effective Date the Company shall

          (i)    pay to the holders of its Common Stock a dividend payable in,
     or make any other distribution on any class of its capital stock in, shares
     of Common Stock (other than a dividend or distribution upon a merger or
     consolidation or sale to which Section 5.1.11 applies);

          (ii)   subdivide its outstanding shares of Common Stock into a larger
     number of shares of Common Stock (other than a subdivision upon a merger or
     consolidation or sale to which Section 5.1.11 applies); or

                                     viii
<PAGE>

     (iii)       combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock (other than a combination upon a merger or
     consolidation or sale to which Section 5.1.11 applies);

     then, (I) in the case of any such dividend or distribution, effective
     immediately after the opening of business on the day after the date for the
     determination of the holders of shares of Common Stock entitled to receive
     such dividend or distribution, or (II) in the case of any subdivision or
     combination, effective immediately after the opening of business on the day
     after the day upon which such subdivision or combination becomes effective,
     the number of shares of New Common Stock constituting a Stock Unit shall be
     adjusted to that number of shares of Common Stock determined by (x) in the
     case of any such dividend or distribution, multiplying the number of shares
     of Common Stock constituting a Stock Unit at the opening of business on the
     day after the day for determination by a fraction (not to be less than
     one), (i) the numerator of which shall be equal to the sum of the number of
     shares of Common Stock outstanding at the close of business on such date
     for determination and the total number of shares constituting such dividend
     or distribution and (ii) the denominator of which shall be equal to the
     number of shares of Common Stock outstanding at the close of business on
     such date for determination or (y) in the case of any such combination, by
     proportionately reducing, or, in the case of any such subdivision, by
     proportionately increasing, the number of shares of New Common Stock
     constituting a Stock Unit at the opening of business on the day after the
     day upon which such subdivision or combination becomes effective.

          5.1.2  Certain Other Dividends and Distributions. In case at any time
                 -----------------------------------------
     or from time to time after the Effective Date the Company shall pay to all
     holders of its Common Stock any dividend or make any other distribution of
     any shares of its capital stock, evidences of its indebtedness, cash or
     other assets (including rights, warrants or other securities (of the
     Company or any other Person), but excluding any dividend or distribution
     (I) upon a merger or consolidation or sale to which Section 5.1.11 applies
     or (II) of any Common Stock referred to in Section 5.1 or of any rights or
     warrants referred to in Section 5.1.6, then, and in each such case,
     effective immediately prior to the opening of business on the day after the
     date for the determination of the holders of Common Stock entitled to
     receive such dividend or distribution, the number of shares of New Common
     Stock constituting a Stock Unit shall be adjusted to that number determined
     by multiplying the number of shares of New Common Stock constituting a
     Stock Unit immediately prior to the close of business on such date of
     determination by a fraction (x) the numerator of which shall be the Current
     Market Price per share of Common Stock on such date for determination and
     (y) the denominator of which shall be such Current Market Price per share
     of Common Stock (as adjusted) minus the portion applicable to one share of
     Common Stock of the fair value (as determined in good faith by the Board of
     Directors of the Company) of any and all such shares, evidences of its
     indebtedness, cash or other assets so distributed.

          5.1.3  Reclassifications. A reclassification of the Common Stock
                 -----------------
     (other than any such reclassification in connection with a merger or
     consolidation or sale to which

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<PAGE>

     Section 5.1.11 applies) into shares of Common Stock and shares of any other
     class of stock shall be deemed a distribution by the Company to the holders
     of its Common Stock of such shares of such other class of stock within the
     meaning of Section 5.1.2 (and the effective date of such reclassification
     shall be deemed to be "the date for the determination of the holders of
     Common Stock entitled to receive such dividend or distribution" within the
     meaning of Section 5.1.2) and, if the outstanding shares of Common Stock
     shall be changed into a larger or smaller number of shares of Common Stock
     as a part of such reclassification, such change shall be deemed a
     subdivision or combination, as the case may be, of the outstanding shares
     of Common Stock within the meaning of Section 5.1.1 (and the effective date
     of such reclassification shall be deemed to be "the day after the day upon
     which such subdivision or combination becomes effective" within the meaning
     of Section 5.1.1).

          5.1.4  Self-Tender Offer. In case at any time or from time to time
                 -----------------
     after the Effective Date a tender offer made by the Company or any of its
     subsidiaries or Affiliates for all or any portion of the Common Stock shall
     expire, then, and in each such case, effective immediately prior to the
     opening of business on the date after the date of the last time (the
     "Expiration Time") tenders could have been made pursuant to such tender
     offer (as it may be amended), the number of shares of Common stock
     constituting a Stock Unit shall be adjusted to that number determined by
     multiplying the number of shares of New Common Stock constituting a Stock
     Unit immediately prior to the close of business on the date of the
     Expiration Time by a fraction (not to be less than one), (i) the numerator
     of which shall be equal to the product of (A) the Current Market Value per
     share of the Common Stock on the date of the Expiration Time and (B) the
     number of shares of Common Stock outstanding (including any tendered
     shares) on the Expiration Time less the number of all shares validly
     tendered and not withdrawn as of the Expiration Time (the shares deemed so
     accepted, up to any such maximum, being referred to as the "Purchased
     Shares") and (ii) the denominator of which shall be equal to (A) the
     product of (I) the Current Market Value per share of the Common Stock on
     the date of the Expiration Time and (II) the number of shares of Common
     Stock outstanding (including any tendered shares) on the Expiration Time
     less (B) the fair market value of the aggregate consideration payable to
     ----
     stockholders based on the acceptance (up to any maximum specified in the
     terms of the tender offer) of Purchased Shares.

          5.1.5  Issuance of Additional Shares of Common Stock. In case at any
                 ---------------------------------------------
     time or from time to time after the Effective Date the Company shall issue
     or sell any Additional Shares of Common Stock for a consideration per share
     less than the Current Market Price per share of Common Stock (other than
     with respect to (I) a dividend or distribution referred to in Section
     5.1.1, (II) the Warrants, (III) any currently outstanding options,
     warrants, rights or Convertible Securities, provided such Securities are
     not "repriced" to a lower exercise or conversion price or (IV) sales of
     shares of Common Stock in accordance with and pursuant to the terms of the
     Company's 1994 Employee Stock Purchase Plan), then, and in each such case,
     effective immediately after such issuance or sale, the number of shares of
     New Common Stock constituting a Stock Unit shall be adjusted to that number
     determined by multiplying the number of shares of New

                                       x
<PAGE>

     Common Stock constituting a Stock Unit immediately prior to such adjustment
     by a fraction (not less than one) (i) the numerator of which shall be the
     number of shares of Common Stock outstanding immediately prior to the
     issuance or sale of such Additional Shares of Common Stock plus the number
     of such Additional Shares of Common Stock so issued or sold and (ii) the
     denominator of which shall be the number of shares of Common Stock
     outstanding immediately prior to the issuance or sale of such Additional
     Shares of Common Stock plus the number of shares of Common Stock that the
     aggregate consideration for the total number of such Additional Shares of
     Common Stock so issued or sold would purchase at the Current Market Price.
     No adjustment of the number of shares of New Common Stock constituting a
     Stock Unit shall be made under this Section 5.1.5 upon (x) any issuance or
     sale of Additional Shares of Common Stock for which an adjustment is
     provided under Section 5.1.1 or (y) any issuance or sale of any Additional
     Shares of Common Stock that are issued pursuant to the exercise of any
     warrants or other subscription or purchase rights or pursuant to the
     exercise of any conversion or exchange rights in any Convertible Securities
     if any such adjustment shall previously have been made upon the issuance or
     distribution of such warrants or other rights or upon the issuance or sale
     of such Convertible Securities (or upon the issuance of any warrant or
     other rights therefor) pursuant to Sections 5.1.2, 5.1.6, 5.1.7 or 5.1.8 or
     (z) any issuance upon a merger or consolidation or sale to which Section
     5.1.11 applies.

          5.1.6  Issuance of Warrants or Other Rights to Holders of Common
                 ---------------------------------------------------------
     Stock. In case at any time or from time to time after the Effective Date
     -----
     the Company shall make a distribution to all holders of its Common Stock of
     any warrants or other rights to subscribe for or purchase any Additional
     Shares of Common Stock (other than a distribution of such warrants or
     rights upon a merger or consolidation or sale to which Section 5.1.11
     applies), whether or not the rights to subscribe or purchase thereunder are
     immediately exercisable, and the consideration per share for which
     Additional Shares of Common Stock may at any time thereafter be issuable
     pursuant to such warrants or other rights shall be less than the Current
     Market Price on the date fixed for determination of the holders of Common
     Stock entitled to receive such distribution, then, and in each such case,
     effective immediately after the opening of business on the day after such
     date for determination, the number of shares of New Common Stock
     constituting a Stock Unit shall be adjusted to that number determined by
     multiplying the number of shares of New Common Stock constituting a Stock
     Unit at the opening of business on the day after such date for
     determination by a fraction (not less than one) (i) the numerator of which
     shall be the number of shares of Common Stock outstanding at the close of
     business on such date for determination plus the maximum number of
     Additional Shares of Common Stock issuable pursuant to all such warrants or
     other rights, and (ii) the denominator of which shall be the number of
     shares of Common Stock outstanding at the close of business on such date
     for determination plus the number of shares of Common Stock that the
     minimum consideration received and receivable by the Company for the
     issuance of such maximum number of Additional Shares of Common Stock
     pursuant to the terms of such warrants or other rights would purchase at
     such Current Market Price.

                                      xi
<PAGE>

          5.1.7  Other Issuances of Warrants or Other Rights. In case (i) at any
                 -------------------------------------------
     time or from time to time after the Effective Date, the Company shall in
     any manner (whether directly or by assumption in a merger or similar
     combination in which the Company is the surviving corporation and in which
     the stockholders of the Company immediately prior to the merger continue to
     own at least 51% of the Common Stock outstanding immediately after the
     merger or otherwise) issue or sell any warrants or other rights to
     subscribe for or purchase any Additional Shares of Common Stock or any
     Convertible Securities, whether or not the rights to subscribe, purchase,
     exchange or convert thereunder are immediately exercisable, and (ii) the
     consideration per share for which Additional Shares of Common Stock may at
     any time thereafter be issuable pursuant to such warrants or other rights
     or pursuant to the terms of such Convertible Securities shall be less than
     the Current Market Price, then, and in each such case, effective
     immediately after such issuance or sale, the number of shares of New Common
     Stock constituting a Stock Unit shall be adjusted to that number determined
     by multiplying the number of shares of New Common Stock constituting a
     Stock Unit immediately prior to such adjustment by a fraction (not less
     than one) (i) the numerator of which shall be the number of shares of
     Common Stock outstanding immediately prior to the issuance or sale of such
     warrants or rights plus the maximum number of Additional Shares of Common
     Stock issuable pursuant to all such warrants or other rights or necessary
     to effect the conversion of all such Convertible Securities, and (ii) the
     denominator of which shall be the number of shares of Common Stock
     outstanding immediately prior to the issuance or sale of such warrants or
     rights plus the number of shares of Common Stock that the minimum
     consideration received and receivable by the Company for the issuance or
     sale of such warrants or rights and the maximum number of Additional Shares
     of Common Stock pursuant to the terms of such warrants or other rights or
     necessary to effect conversion of all such Convertible Securities would
     purchase at the Current Market Price. For purposes of this Section 5.1.7,
     the date as of which the Current Market Price shall be computed shall be
     the earlier of (x) the date on which the Company shall take a record of the
     holders of its Common Stock for the purpose of entitling them to receive
     any such warrants or other rights or such Convertible Securities, (y) the
     date on which the Company shall enter into a firm contract for the issuance
     or sale of such warrants or other rights or such Convertible Securities and
     (z) the date of actual issuance or sale of such warrants or other rights or
     such Convertible Securities. No adjustment of the number of shares of New
     Common Stock constituting a Stock Unit shall be made under this Section
     5.1.7 upon the issuance or sale of any warrants or rights (x) upon a
     distribution to which Section 5.1.2 or 5.1.6 applies, (y) upon a merger or
     consolidation or sale to which Section 5.1.11 applies, or (z) upon the
     issuance of Additional Shares of Common Stock by the Person with whom the
     Company merges or combines that would have been excluded pursuant to
     Section 5.1.5 had such Additional Shares of Common Stock been issued by the
     Company after such merger or combination.

          5.1.8  Issuance of Convertible Securities. In case (i) at any time or
                 ----------------------------------
     from time to time the Company shall in any manner (whether directly or by
     assumption in a merger in which the Company is the surviving corporation
     and in which the shareholders of the Company immediately prior to the
     merger continue to own at least 51% of the Common

                                      xii
<PAGE>

     Stock outstanding immediately after the merger or otherwise) issue or sell
     any Convertible Securities, whether or not the rights to exchange or
     convert thereunder are immediately exercisable, and (ii) the consideration
     per share for which the Additional Shares of Common Stock may at any time
     thereafter be issuable pursuant to the terms of such Convertible Securities
     shall be less than the Current Market Price, then, and in each such case,
     effective immediately after such issuance or sale, the number of shares of
     New Common Stock constituting a Stock Unit shall be adjusted to that number
     determined by multiplying the number of shares of New Common Stock
     constituting a Stock Unit immediately prior to such adjustment by a
     fraction (not less than one) (i) the numerator of which shall be the number
     of shares of Common Stock outstanding immediately prior to the issuance or
     sale of such Convertible Securities plus the maximum number of Additional
     Shares of Common Stock necessary to effect the conversion or exchange of
     all such Convertible Securities and (ii) the denominator of which shall be
     the number of shares of Common Stock outstanding immediately prior to such
     issuance or sale plus the number of shares of Common Stock that the minimum
     consideration received and receivable by the Company for the issuance or
     sale of such Convertible Securities and maximum number of Additional Shares
     of Common Stock pursuant to the terms of such Convertible Securities would
     purchase at the Current Market Price. For purposes of this Section 5.1.8,
     the date as of which the Current Market Price shall be computed shall be
     the earliest of (1) the date on which the Company shall enter into a firm
     contract for the issuance or sale of such Convertible Securities and (2)
     the date of actual issuance or sale of such Convertible Securities. No
     adjustment of the number of shares of New Common Stock constituting a Stock
     Unit shall be made under this Section 5.1.8 upon the issuance or sale of
     any Convertible Securities that are issued or sold (x) pursuant to the
     exercise of any warrants or other subscription or purchase rights therefor
     if any such adjustment shall previously have been made upon the issuance or
     sale of such warrants or other rights pursuant to Sections 5.1.6 or 5.1.7
     or (y) upon a merger, consolidation or sale to which Section 5.1.11 applies
     or (z) upon a distribution to which Section 5.1.2 applies.

          5.1.9  Superseding Adjustment of Stock Unit. In case at any time after
                 ------------------------------------
     any adjustment of the number of shares of New Common Stock constituting a
     Stock Unit shall have been made pursuant to Sections 5.1.6, 5.1.7 or 5.1.8
     on the basis of the issuance or sale of warrants or other rights or the
     issuance or sale of Convertible Securities or after any new adjustments of
     the number of shares of New Common Stock constituting a Stock Unit shall
     have been made pursuant to this Section 5.1.9,

          (i)    such warrants or rights, or the right of conversion or exchange
     in such other Convertible Securities shall expire, and all or a portion of
     such warrants or rights or the right of conversion or exchange for all or a
     portion of such Convertible Securities, as the case may be, shall not have
     been exercised, or

          (ii)   the consideration per share of Common Stock issuable pursuant
     to such warrants or rights, or the terms of such Convertible Securities,
     shall be increased solely by virtue of provisions therein contained for an
     automatic increase in such consideration per share upon the arrival of a
     specified date or the happening of a specified event,

                                     xiii
<PAGE>

     then, and in each such case, such previous adjustment shall be rescinded
     and annulled as to any then outstanding Warrants and the Additional Shares
     of Common Stock that were deemed for purposes of the computations set forth
     in Sections 5.1.6, 5.1.7 or 5.1.8 , as the case may be, to have been issued
     or sold by virtue of such adjustment shall no longer be deemed to have been
     issued or sold. Thereupon, a recomputation shall be made of the effect of
     the issuance or sale of such warrants or rights or Convertible Securities
     on the basis of,

          (iii)  treating the number of Additional Shares of Common Stock, if
     any, theretofore issued or issuable, sold or saleable pursuant to the
     previous exercise of such warrants or rights or right of conversion as
     having been issued or sold on the date or dates of such exercise and for
     the consideration actually received and receivable therefor, and

          (iv)   treating any such warrants or rights or any such Convertible
     Securities that then remain outstanding as having been issued or sold
     immediately after the time of such increase of the consideration per share
     for which shares of Common Stock are issuable under such warrants or rights
     or such Convertible Securities;

whereupon a new adjustment of the number of shares constituting a Stock Unit
shall be made for any then outstanding Warrants pursuant to Sections 5.1.6,
5.1.7 or 5.1.8, as the case may be, which such new adjustment shall supersede
the previous adjustment as to any then outstanding Warrants.

          5.1.10 Other Provisions Applicable to Adjustments Under this Section.
                 -------------------------------------------------------------
     The following provisions shall be applicable to the making of adjustments
     of the number of shares of New Common Stock constituting a Stock Unit under
     this Section:

          (i)    Treasury Stock. The sale or other disposition (other than upon
                 --------------
     exercise of any Warrants) of any issued shares of Common Stock owned or
     held by or for the account of the Company shall be deemed an issuance or
     sale of Additional Shares of Common Stock for purposes of this Article 5.
     The Company shall not issue, pay any dividend on or make any distribution
     on shares of Common Stock held in the treasury of the Company. For the
     purposes of this Section 5.1, the number of shares of Common Stock at any
     time outstanding shall not include shares held in the treasury of the
     Company but shall include shares issuable in respect of scrip certificates
     issued in lieu of fractions of shares of Common Stock.

          (ii)   Computation of Consideration. To the extent that any Additional
                 ----------------------------
     Shares of Common Stock or any Convertible Securities or any warrants or
     other rights to subscribe for or purchase any Additional Shares of Common
     Stock or any Convertible Securities shall be issued or sold for a cash
     consideration, the consideration received by the Company therefor shall be
     deemed to be the amount of the cash received by the Company therefor; if
     such Additional Shares of Common Stock or Convertible Securities are
     offered by the Company for subscription, the consideration shall be deemed
     to be the subscription price; or, if such Additional Shares of Common Stock
     or Convertible Securities are issued or sold to underwriters or dealers for
     public offering without a

                                      xiv
<PAGE>

     subscription offering, the consideration shall be deemed to be the initial
     public offering price, in any such case excluding any amounts paid or
     receivable for accrued interest or accrued dividends and reflecting
     deduction of any compensation, discounts or expenses paid or incurred by
     the Company for and in the underwriting of, or otherwise in connection
     with, the issuance or sale thereof. To the extent that such issuance or
     sale shall be for a consideration other than cash and except as herein
     otherwise expressly provided, the amount of such consideration shall be
     deemed to be the fair value of such consideration at the time of such
     issuance or sale as determined in good faith by the Board of Directors of
     the Company. If any Additional Shares of Common Stock or any Convertible
     Securities or any warrants or other rights to subscribe for or purchase
     Additional Shares of Common Stock or Convertible Securities shall be issued
     in connection with any merger in which the Company as the surviving
     corporation issues any securities, the consideration therefor shall be
     deemed to be the fair value of the portion of the assets and business of
     the nonsurviving corporation attributable to such Additional Shares of
     Common Stock, Convertible Securities, warrants or other rights, as
     determined in good faith by the Board of Directors of the Company. The
     consideration for any Additional Shares of Common Stock issuable pursuant
     to any warrants or other rights to subscribe for or purchase the same shall
     be the consideration received by the Company for issuing or selling such
     warrants or other rights, plus the additional consideration payable to the
     Company upon the exercise of such warrants or other rights. The
     consideration for any Additional Shares of Common Stock issuable pursuant
     to the terms of any Convertible Securities shall be the consideration
     received by the Company for issuing or selling any warrants or other rights
     to subscribe for or purchase such Convertible Securities, plus the
     consideration paid or payable to the Company in respect of the subscription
     for or purchase of such Convertible Securities, plus the additional
     consideration, if any, payable to the Company upon the exercise of the
     right of conversion of such Convertible Securities. In the case of the
     issuance at any time of any Additional Shares of Common Stock or
     Convertible Securities in payment or satisfaction of any dividends upon any
     class of stock of the Company other than Common Stock, the Company shall be
     deemed to have received for such Additional Shares of Common Stock or
     Convertible Securities a consideration equal to the amount of such dividend
     so paid or satisfied.

          (iii)  When Adjustments are to be Made. The adjustments required by
                 -------------------------------
     Sections 5.1 shall be made whenever and as often as any specified event
     requiring an adjustment shall occur, except that no adjustment of the
     number of shares of New Common Stock constituting a Stock Unit that would
     otherwise be required shall be made (except in the case of a subdivision of
     shares of the Common Stock as provided for in Section 5.1.1) unless and
     until such adjustment either by itself or with other adjustments not
     previously made increases or decreases the number of shares of New Common
     Stock constituting a Stock Unit immediately prior to the making of such
     adjustment by at least 1%. Any adjustment representing a change of less
     than such minimum amount (except as aforesaid) shall be carried forward and
     made as soon as such adjustment, together with other adjustments required
     by Sections 5.1 and not previously made, would result in such minimum
     adjustment.

                                      xv
<PAGE>

          (iv)    Fractional Interests. In computing adjustments under this
                  --------------------
     Article 5, fractional interests in Common Stock shall be taken into account
     to the nearest one-thousandth of a share.

          (v)     Deferral Of Issuance Upon Exercise. In any case in which this
                  ----------------------------------
     Article 5 shall require that an adjustment to the number of shares of New
     Common Stock constituting a Stock Unit be made effective prior to the
     occurrence of a specified event, the Company may elect to defer until the
     occurrence of such specified event the issuing to the Holder of any Warrant
     Certificate evidencing any Warrant exercised after the time on which the
     adjustment became effective pursuant to Section 5.1.1(i), 5.1.2 or 5.1.6 of
     the New Common Stock over and above the New Common Stock issuable upon such
     exercise on the basis of the number of shares of New Common Stock
     constituting a Stock Unit in effect prior to such adjustment.

          5.1.11  Changes in Common Stock. In case at any time or from time to
                  -----------------------
     time the Company shall be a party to or shall otherwise engage in any
     transaction or series of related transactions constituting (x) a merger of
     the Company into, a consolidation of the Company with, or a sale of all or
     substantially all of the Company's assets to, any other Person (a "Non-
     Surviving Transaction") or (y) any merger of another person into the
     Company in which the previously outstanding shares of Common Stock shall be
     canceled, reclassified, converted or changed into or exchanged for
     securities of the Company or other property (including cash) or any
     combination of the foregoing (a "Surviving Transaction", and along with a
     Non-Surviving Transaction, a "Transaction"), then, as a condition to the
     consummation of such Transaction, the Company shall, or, in the case of a
     Non-Surviving Transaction, the Company shall cause such other Person to
     execute and deliver to each Holder a written instrument providing that (a)
     during the period any Warrant is exercisable, on such terms and subject to
     such conditions as shall be as nearly equivalent as may be practicable to
     the provisions set forth in this Agreement, the Holder of the Warrant
     Certificate evidencing such Warrant, upon the exercise thereof at any time
     on or after the consummation of such Transaction, shall be entitled to
     receive, and such Warrant Certificate shall thereafter represent the right
     to receive, in lieu of the New Common Stock issuable upon such exercise
     prior to such consummation, only the securities or other property
     ("Substituted Property") that would have been receivable upon such
     Transaction by a holder of the number of shares of New Common Stock that
     would have been issued upon exercise of such Warrant if such Holder had
     exercised such Warrant in full immediately prior to such Transaction,
     assuming such holder of New Common Stock (i) is not a Person with which the
     Company consolidated or into which the Company merged or which merged into
     the Company or to which such sale or transfer was made, as the case may be
     ("Constituent Person"), or an Affiliate of a Constituent Person and (ii)
     failed to exercise his rights of election, if any, as to the kind or amount
     of securities, cash and other property receivable upon such Transaction
     (provided that if the kind or amount of securities, cash and other property
     receivable upon such Transaction is not the same for each share of Common
     Stock held immediately prior to such Transaction by other than a
     Constituent Person or an Affiliate thereof and in respect of which such
     rights of election shall not have been

                                      xvi
<PAGE>

     exercised ("non-electing share"), then, for the purposes of this Section
     5.1.11, the kind and amount of securities, cash and other property
     receivable upon such Transaction by each non-electing share shall be deemed
     to be the kind and amount so receivable per share by a plurality of the
     non-electing shares), and (b) the rights and obligations of the Company and
     the holders in respect of Substituted Property shall be as nearly
     equivalent as may be practicable to the rights and obligations of the
     Company and Holders in respect of Underlying Common Stock hereunder as set
     forth in Section 3.1 hereof and elsewhere herein. Such written instrument
     shall provide for adjustments which, for events subsequent to the effective
     date of such written instrument, shall be as nearly equivalent as may be
     practicable to the adjustments provided for in this Article 5.

The above provisions of the Section 5.1.11, shall similarly apply to successive
Transactions.  Notwithstanding the foregoing, in the event of a Non-Surviving
Transaction in which none of the Stockholders of the Company are to receive
equity securities of the surviving entity and not all of the Warrants have been
exercised prior to the consummation of the Non-Surviving Transaction, then the
surviving entity may pay the Holders the Substituted Property allocable to such
Warrants reduced by the Exercise Price thereof and cancel the Warrants.

          5.1.12  Other Events. If any event occurs as to which the foregoing
                  ------------
     provisions of this Article 5 are not strictly applicable or, if strictly
     applicable, would not, in the good faith judgement of the Board of
     Directors of the Company fairly and adequately protect the purchase rights
     of the Warrants in accordance with the essential intent and principles of
     such provisions, then such Board of Directors of the Company 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 such Board of Directors of the Company to protect
     such purchase rights as aforesaid, but in no event shall any such
     adjustment have the effect of increasing the Exercise Price or Per Share
     Exercise Price or decreasing the number of shares of New Common Stock
     subject to purchase upon exercise of any Warrant.

          5.1.13  Certain Adjustment Events. The Company agrees that before
                  -------------------------
     taking any action that would cause an adjustment of the Per Share Exercise
     Price to an amount that is less than the then par value (if any) per share
     of the New Common Stock, the Company will take any corporate action which
     may be necessary in order that the Company may validly and legally issue
     fully paid and nonassessable shares of New Common Stock at the Per Share
     Exercise Price as so adjusted.

          5.1.14  Optional Tax Adjustment. The Company may at its option, at any
                  -----------------------
     time during the term of the Warrants, increase the number of shares of New
     Common Stock which constitute a Stock Unit, in addition to those changes
     required by this Sections 5.1, as deemed advisable by the Board of
     Directors of the Company, in order that any event treated for Federal
     income tax purposes as a dividend of stock or stock rights shall not be
     taxable to the recipients.

     5.2  Notice of Adjustment.  Whenever the number of shares of New Common
          --------------------
Stock issuable upon the exercise of each Warrant is to be adjusted, or the
Exercise Price is to be

                                     xvii
<PAGE>

adjusted, or the Company shall compute the adjustment in accordance with Section
5.1 shall forthwith mail or cause the Warrant Agent to mail by first class mail,
postage prepaid, to each Holder promptly after such adjustment becomes effective
a notice of such adjustment or adjustments and shall deliver to each Holder and
any Warrant Agent a certificate of a firm of independent public accountants
selected by the Board of Directors of the Company (who may be the regular
accountants employed by the Company) setting forth the number of shares of New
Common Stock issuable upon the exercise of each Warrant after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation by which such adjustment was made. As provided in Section 8.1,
the Warrant Agent (if a Person other than the Company) shall be entitled to rely
on such certificate and shall be under no duty or responsibility with respect to
any such certificate, except to exhibit the same from time to time to any Holder
desiring an inspection thereof during reasonable business hours. The Warrant
Agent (if a Person other than the Company) shall not at any time be under any
duty or responsibility to any Holders to determine whether any facts exist that
may require any adjustment of the number of shares of New Common Stock issuable
on exercise of the Warrants, or of the Exercise Price, or with respect to the
nature or extent of any such adjustment when made, or with respect to the method
employed in making such adjustment or the validity or value (or the kind or
amount) of any shares of New Common Stock which may be issuable on exercise of
the Warrants. The Warrant Agent (if a Person other than the Company) shall not
be responsible for any failure of the Company to make any cash payment or to
issue, transfer or deliver any shares of New Common Stock or stock certificates
or other common stock or properties upon the exercise of any Warrant.

     5.3  Statement on Warrants. Irrespective of any adjustment in the number or
          ---------------------
kind of shares issuable upon the exercise of the Warrants, Warrant Certificates
theretofore or thereafter issued may continue to express the same price and
number and kind of shares initially issuable pursuant to this Agreement.

     5.4  Fractional Interest. The Company may, but shall not be required to
          -------------------
issue fractional shares of New 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 shares of New Common Stock which shall be
issuable upon such exercise thereof shall be computed on the basis of the
aggregate number of shares of New Common Stock purchasable on exercise of the
Warrants so presented. If any fraction of a share of New Common Stock would,
except for the provisions of this Section 5.4 be issuable on the exercise of any
Warrant (or specified portion thereof), the Company may, at its option, but
shall not be obligated to, pay an amount in cash calculated by it to be equal to
the then Current Market Price per share of New Common Stock multiplied by such
fraction computed to the nearest whole cent.

     5.5  Transactions Relating to Common Stock.  If the Company in any manner
          -------------------------------------
subdivides (by stock split, stock dividend or otherwise) or combines (by reverse
stock split or otherwise) the outstanding shares of Common Stock, the Company
shall subdivide or combine, as the case may be, the outstanding shares of New
Common Stock to the same extent, share and share alike.  The Company shall pay
any dividend or distribution on its Common Stock on shares of New Common Stock
and Common Stock, share and share alike; provided, however, that in the case of
dividends payable in shares of New Common Stock or Common Stock of the Company,

                                     xviii
<PAGE>

or options, warrants or rights to acquire shares of New Common Stock or Common
Stock, or securities convertible into or exchangeable for shares of New Common
Stock or Common Stock, the shares, options, warrants, rights or securities so
payable shall be payable in shares of, or options, warrants or rights to acquire
or securities convertible into or exchangeable for, Common Stock of the Company
of the same class upon which the dividend or distribution is being paid.  If the
Company elects to make a tender offer for its Common Stock, the Company shall,
and shall cause any of its subsidiaries to, make such tender offer for its
Common Stock for shares of New Common Stock and Common Stock, share and share
alike.

6.   WARRANT TRANSFER BOOKS.

     The Warrant Certificates evidencing the Warrants shall be issued in
registered form only.  The Company shall cause to be kept at the office of the
Warrant Agent the Warrant Register in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Warrant Certificates and of transfers or exchanges of Warrant Certificates as
herein provided.

     At the option of the Holder, Warrant Certificates may be exchanged at the
office of the Warrant Agent upon payment of the charges hereinafter provided.
Whenever any Warrant Certificates are so surrendered for exchange, the Company
shall execute, and the Warrant Agent shall countersign and deliver, the Warrant
Certificates of the same tenor and evidencing the same number of Warrants that
the Holder making the exchange is entitled to receive.

     All Warrant Certificates issued upon any registration of transfer or
exchange of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificates surrendered for such registration of
transfer or exchange.

     Every Warrant Certificate surrendered for registration of transfer or
exchange shall (if so required by the Company or the Warrant Agent) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Warrant Agent, duly executed by the Holder
thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Warrant Certificates; provided, however, the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Warrant Certificates.

     Any Warrant Certificate when duly endorsed in blank shall be deemed
negotiable and when a Warrant Certificate shall have been so endorsed, the
Holder thereof may be treated by the Company, the Warrant Agent and all other
Persons dealing therewith as the absolute owner thereof for any purpose and as
the Person entitled to exercise the rights represented thereby, or to the
transfer thereof on the register of the Company maintained by the Warrant Agent,
any notice to the contrary notwithstanding; but until such transfer on such
register, the Company and the Warrant Agent may treat the registered Holder
thereof as the owner for all purposes.

                                      xix
<PAGE>

7.   WARRANT HOLDERS.

     7.1  No Stockholder Rights. Prior to the exercise of the Warrants, no
          ---------------------
Warrant Certificate or Warrant evidenced thereby shall entitle the Holder
thereof to any of the rights of a holder of Common Stock, including, without
limitation, the right to vote at, or to receive notice of, any meeting of
stockholders of the Company; the consent of any such Holder shall not be
required with respect to any action or proceeding of the Company; no such
Holder, by reason of the ownership or possession of a Warrant or the Warrant
Certificate representing the same, shall have any right to receive any cash
dividends, stock dividends, allotments or rights or other distributions (except
as specifically provided herein), paid, allotted or distributed or distributable
to the stockholders of the Company prior to the date of the exercise of such
Warrant; and no such Holder shall have any right not expressly conferred by the
Warrant or Warrant Certificate held by such Holder.

     7.2  Rights of Action.  All rights of action in respect of this Agreement
          ----------------
are vested in the Holders of the Warrant Certificates, and any Holder of any
Warrant Certificate, without the consent of the Warrant Agent or the Holder of
any other Warrant Certificate, may, in 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 right to exercise such Holder's Warrants in the manner
provided in this Agreement.

     7.3  Treatment of Holders of Warrant Certificates. Every Holder of a
          --------------------------------------------
Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that, prior to due presentment of such Warrant Certificate for
registration of transfer, the Company and the Warrant Agent may treat the Person
in whose name the Warrant Certificate is registered as the owner thereof for all
purposes and as the Person entitled to exercise the rights granted under the
Warrants, and neither the Company, the Warrant Agent nor any agent thereof shall
be affected by any notice to the contrary.

8.   WARRANT AGENT.

     8.1  Nature of Duties and Responsibilities Assumed. The Company may, after
          ---------------------------------------------
the Effective Date, appoint a Person to act as the Warrant Agent on its behalf,
as set forth in this Agreement. The Company, as the initial Warrant Agent hereby
accepts, and any subsequent Warrant Agent shall accept, the appointment as agent
of the Company and the Company and any subsequent Warrant Agent agrees to
perform that agency upon the terms and conditions set forth in this Agreement,
in the Warrant Certificates or as the Company may hereafter prescribe, by all of
which the Company and the Holders of Warrant Certificates, by their acceptance
thereof, shall be bound; provided, however, that the terms and conditions
contained in the Warrant Certificates are subject to and governed by this
Agreement or any other terms and conditions hereafter prescribed by the Company.
The Warrant Agent shall not by countersigning Warrant Certificates or by any
other act hereunder be deemed to make any representations as to validity or
authorization of (i) the Warrants or the Warrant Certificates (except as to its
countersignature thereon), (ii) any securities or other property delivered upon
exercise of any Warrant, (iii) the

                                      xx
<PAGE>

computation of the number or kind or amount of stock or other securities or
other property deliverable upon exercise of any Warrant, or (iv) the
independence of any firm of public accountants or the correctness of the
representations of the Company made in such certificates that the Warrant Agent
receives. The Warrant Agent (if a Person other than the Company) shall not at
any time be under any duty or responsibility to any Holder to determine whether
any facts exist that may require an adjustment pursuant to Article 5 hereof, or
with respect to the nature or extent of any adjustment when made, or with
respect to the method employed herein 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 shares of Common Stock or of any securities or property which may
at any time be issued or delivered upon the exercise of any Warrant or upon any
adjustment pursuant to Article 5 hereof, and it makes no representation with
respect thereto. 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 shares
of Common Stock or stock certificates or other securities or property upon the
surrender of any Warrant Certificate for the purpose of exercise or upon any
adjustment pursuant to Article 5 hereof, or to comply with any of the covenants
of the Company contained in Article 5 hereof.

     The Warrant Agent (if a Person other than the Company) shall not (i) be
liable for any recital or statement of fact contained herein or in the Warrant
Certificates or for any action taken, suffered or omitted by it in good faith on
the belief that any Warrant Certificate or any other documents or any signatures
are genuine or properly authorized, (ii) be responsible for any failure on the
part of the Company to comply with any of its covenants and obligations
contained in this Agreement or in the Warrant Certificates, or (iii) be liable
for any act or omission in connection with this Agreement or the Warrant
Certificates except for its own negligence or willful misconduct.

     The Warrant Agent is hereby authorized to accept instructions with respect
to the performance of its duties hereunder from the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President or the Secretary of the Company and to apply to any such officer for
instructions (which instructions will be promptly given in writing when
requested) and the Warrant Agent shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with the instructions of
any such officer, but the Warrant Agent may accept further or additional
evidence as it may deem reasonable.

     The Warrant Agent may execute and exercise any of the rights and powers
hereby vested in it or perform any duty hereunder either by itself or by or
through its attorneys, agents or employees, provided reasonable care has been
exercised in the selection and in the continued employment of any such attorney,
agent or employee.  The Warrant Agent shall not be under any obligation or duty
to institute, appear in or defend any action, suit or legal proceeding in
respect hereof, unless first indemnified to its satisfaction; provided, however,
that this provision shall not affect the power of the Warrant Agent to take such
action as the Warrant Agent may consider proper, whether with or without such
indemnity.  The Warrant Agent (if a Person other than the Company) shall
promptly notify the Company in writing of any claim made or action, suit or
proceeding instituted against it arising out of or in connection with this
Agreement.

                                      xxi
<PAGE>

     The Warrant Agent shall act solely as agent of the Company hereunder and
does not assume any obligation or relationship of agency or trust for or with
any of the Holders or any beneficial owners of Warrants.  The Warrant Agent (if
a Person other than the Company) shall not be liable except for the failure to
perform such duties as are specifically set forth herein or as specifically set
forth in the Warrant Certificates, and no implied covenants or obligations shall
be read into this Agreement against the Warrant Agent (if a Person other than
the Company) whose duties and obligations shall be determined solely by the
express provisions hereof or the express provisions of the Warrant Certificates.

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

     8.3  Compensation and Reimbursement. If the Warrant Agent is a Person other
          ------------------------------
than the Company, the Company agrees to pay to such Warrant Agent from time to
time compensation for all services rendered by it hereunder as the Company and
the Warrant Agent may agree from time to time, and to reimburse the Warrant
Agent for reasonable expenses and disbursements incurred in connection with the
execution and administration of this Agreement (including the reasonable
compensation and the expenses of its counsel), and further agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     8.4  Warrant Agent May Hold Company Securities.  The Warrant Agent and any
          -----------------------------------------
stockholder, director, officer  or employee of the Warrant Agent may buy, sell
or deal in  any of the Warrants or other securities of the Company or its
Affiliates or become pecuniarily interested in transactions in which the Company
or its Affiliates may be interested, or contract with or lend money to the
Company or its Affiliates or otherwise act as fully and freely as though it were
not the 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.

     8.5  Resignation and Removal; Appointment of Successor.
          -------------------------------------------------

          8.5.1  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 one month's prior written notice to the Company. The Company may
     remove the Warrant Agent upon one month's 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 of a Warrant Certificate at his last address as
     shown on the Warrant 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

                                     xxii
<PAGE>

     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 Holder of any Warrant
     Certificate may apply to any court of competent jurisdiction for the
     appointment of a new Warrant Agent. Any new Warrant Agent (other than the
     Company), 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 $50,000,000. The combined capital and surplus of any such new
     Warrant Agent shall be deemed to be the combined capital and surplus as set
     forth in the most recent annual report of its condition published by such
     Warrant Agent prior to its appointment, provided that such reports are
     published at least annually pursuant to law or to the requirements of a
     Federal or state supervising or examining authority. 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
     reasonably necessary or expedient to execute and deliver any further
     assurance, conveyance, act or deed, the same shall be done at the
     reasonable 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 file notice
     thereof with the resigning or removed Warrant Agent. Failure to give any
     notice provided for in this Section 8.5, 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.

          8.5.2  Any corporation into which the Warrant Agent or any new Warrant
     Agent may be merged or any corporation resulting from any consolidation to
     which the Warrant Agent or any new Warrant Agent shall be a party, shall be
     a successor Warrant Agent under this Agreement without any further act,
     provided that such corporation would be eligible for appointment as
     successor to the Warrant Agent under the provisions of Section 8.5.1. Any
     such successor Warrant Agent shall promptly cause notice of its succession
     as Warrant Agent to be mailed (by first-class mail, postage prepaid) to
     each Holder of a Warrant Certificate at such Holder's last address as shown
     on the Warrant Register.

     8.6  Application of Funds Upon Exercise of Warrants. Any funds delivered to
          ----------------------------------------------
the Warrant Agent upon exercise of any Warrants shall be held by the Warrant
Agent in trust for the Company. The Warrant Agent shall promptly deliver and pay
to or upon the order of the Company all funds received by it upon the exercise
of any Warrants by bank wire transfer to an account designated by the Company or
as it otherwise may be directed in writing by the Company.

9.  COVENANTS OF THE COMPANY.

     9.1  Reservation of Common Stock for Issuance on Exercise of Warrants.  The
          ----------------------------------------------------------------
Company covenants that it will at all times reserve and keep available, free
from pre-emptive rights, out of its authorized but unissued Common Stock, solely
for the purpose of issuance upon

                                     xxiii
<PAGE>

exercise of Warrants as herein provided, such number of shares of Common Stock
as shall then be issuable upon the exercise of all outstanding Warrants. The
Company covenants that all shares of Common Stock which shall be so issuable
shall, upon such issuance, be duly and validly issued and fully paid and
nonassessable.

     The Company hereby authorizes and directs its current and future transfer
agents for the Common Stock at all times to reserve stock certificates for such
number of authorized shares as shall be requisite for such purpose.  The Warrant
Agent is hereby authorized to requisition from time to time from any such
transfer agents stock certificates required to honor outstanding Warrants upon
exercise thereof in accordance with the terms of this Agreement, and the Company
hereby authorizes and directs such transfer agents to comply with all such
requests of the Warrant Agent.  The Company will supply such transfer agents
with duly executed stock certificates for such purposes.  Promptly after the
date of expiration of all of the Warrants, the Warrant Agent shall certify to
the Company the aggregate number of Warrants then outstanding, and thereafter no
shares shall be reserved in respect of such Warrants.

     9.2  Notices to Holders.  In case the Company shall propose (i) to pay any
          ------------------
dividend payable in stock of any class to the holders of its Common Stock or to
make any other distribution to the holders of its Common Stock for which an
adjustment is required to be made pursuant to Article 5; (ii) to offer to the
holders of its Common Stock rights to subscribe for or to purchase any
Convertible Securities or Additional Shares of Common Stock or shares of stock
of any class or any other securities, rights or options; (iii) to effect any
reclassification of its Common Stock; (iv) to effect any capital reorganization;
(v) to effect any self-tender offer, consolidation, merger or sale, transfer or
other disposition of all or substantially all its property, assets or business;
(vi) to effect the liquidation, dissolution or winding up of the Company; (vii)
to hold an annual, regular or special meeting of the holders of its Common Stock
(a "Stockholders' Meeting"), then, and in each such case, the Company shall give
to each Holder of a Warrant Certificate, in accordance with Section 10.5, a
notice of such proposed action.  Such notice shall specify the date on which a
record is to be taken for the purposes of such dividend, distribution or rights
or the date on which such reclassification, reorganization, self-tender offer,
consolidation, merger, sale, transfer, disposition, liquidation, dissolution or
winding up is to become effective and the date of participation therein by the
holders of Common Stock, if any such date is to be fixed.  Such notice shall be
given in the case of any action covered by clause (i) or (ii) above, at least 20
days prior to the record date for determining holders of the Common Stock for
purposes of such action and, in the case of any action covered by clauses (iii)
through (vii), at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock,
whichever shall be the earlier.  The Company will allow each Holder of Warrant
Certificates to attend any Stockholders' Meeting held prior to the Expiration
Date. If the Company fails to give such notices at such times, the Expiration
Date shall be extended for such time as may be necessary or appropriate to allow
any Holder to make any desired transfers of the Warrants and/or to exercise the
Warrants.

                                     xxiv
<PAGE>

     9.3  Reports to Holders.
           -----------------

          (a)  So long as the Warrants are outstanding, the Company will supply
without cost to each Holder and file with the Warrant Agent, within 15 days
after the Company is required to file the same with the SEC, copies of the
annual reports, quarterly reports and other documents which the Company may be
required to file with the SEC pursuant to Section 12(a), 13(c) or 15(d) of the
Exchange Act.

          (b)  If the Company is not required to file with the SEC such reports
and other information and documents referred to in Section 9.3(a), the Company
shall provide in writing, upon the written request of a Holder, all information
required by Rule 144A(d)(4)(i) of the General Regulations promulgated by the
Commission under the Securities Act ("Rule 144A Information"). The Company's
obligations under this Section 9.3(b) shall at all times be contingent upon the
Purchasers obtaining from the prospective transferee of the Warrant or shares of
Underlying Common Stock. A written agreement to take all reasonable precautions
to safeguard the Rule 144A Information from disclosure to anyone other than a
person who will assist such transferee in evaluating the Warrant.

          (c)  The provisions of this Section 9.3 will terminate on the
Expiration Date.

10.  MISCELLANEOUS.

     10.1  Money and Other Property Deposited with the Warrant Agent.  Any
           ---------------------------------------------------------
moneys, securities or 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; provided, however, that such moneys, securities or other
property need not be segregated from other funds, securities or other property
except to the extent required by law. The Warrant Agent shall distribute any
money deposited with it for payment and distribution to the Holders by mailing
by first-class mail a check in such amount as is appropriate, to each such
Holder at the address shown on the Warrant Register, or as it may be otherwise
directed in writing by such Holder, upon surrender of such Holder's Warrant
Certificates or shares of Underlying Common Stock, as the case may be. Any money
deposited with the Warrant Agent for payment and distribution to the Holders
that remains unclaimed for two years after the date the money was deposited with
the Warrant Agent shall be paid to the Company upon its request therefor.

     10.2  Payment of Taxes. The Company shall pay all taxes and other
           ----------------
governmental charges that may be imposed on the Company or on the Warrants or on
any securities deliverable upon exercise of the Warrants with respect thereto.
The Company shall not be required, however, to pay any tax or other charge
imposed in connection with any transfer involved in the issue of any certificate
for shares of Common Stock or other securities underlying the Warrants or
payment of cash to any Person other than the Holder of a Warrant Certificate
surrendered upon the exercise of a Warrant, and in case of such transfer, the
Warrant Agent and the Company shall not be required to issue any stock
certificate or pay any cash until such tax or charge has

                                      xxv
<PAGE>

been paid or it has been established to the Warrant Agent's and the Company's
satisfaction that no such tax or other charge is due.

     10.3  Surrender of Certificates.  Any Warrant Certificate surrendered for
           -------------------------
exercise shall, if surrendered to the Company, be delivered to the Warrant
Agent, and all Warrant Certificates surrendered or so delivered to the Warrant
Agent shall be promptly canceled by such Warrant Agent and shall not be reissued
by the Company.  The Warrant Agent shall destroy such canceled Warrant
Certificates and deliver its certificate of destruction to the Company unless
the Company shall otherwise direct.

     10.4  Mutilated, Destroyed, Lost and Stolen Warrant Certificates. If (a)
           ----------------------------------------------------------
any mutilated Warrant Certificate is surrendered to the Warrant Agent or (b) the
Company and the Warrant Agent receive evidence to their satisfaction of the
destruction, loss or theft of any Warrant Certificate, and there is delivered to
the Company and the Warrant Agent (if a Person other than the Company) such
security 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 its written request the Warrant Agent shall countersign
and deliver, in exchange for any such mutilated Warrant Certificate or in lieu
of any such destroyed, lost or stolen Warrant Certificate, a new Warrant
Certificate of like tenor and evidencing a like aggregate number of Warrants.

     Upon the issuance of any new Warrant Certificate under this Section 10.4,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and other
expenses (including the reasonable fees and expenses of the Warrant Agent and of
counsel to the Company) in connection therewith.

     Every new Warrant Certificate executed and delivered pursuant to this
Section 10.4 in lieu of any destroyed, lost or stolen Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder.

     The provisions of this Section 10.4 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.

     10.5  Notices. Any notice, demand or delivery authorized or required by
           -------
this Agreement shall be given or made by telex, telecopy, courier or U.S. Mail
or in writing and telexed, telecopied, mailed or delivered at such Holder's
(other than the Initial Holder) address shown on the Warrant Register and to the
Company or the Initial Holder as follows:

     If to the Company:

     RF Monolithics, Inc.
     4347 Sigma Road

                                     xxvi
<PAGE>

     Dallas, Texas  75244
     Attn: President
     Telephone No.: (972) 233-2903
     Telecopy No.:  (972) 404-9476

     with a copy to (which shall not constitute notice):

     Worsham Forsythe Wooldridge LLP
     1601 Bryan Street, 30/th/ Floor
     Attn:  Steve Morton
     Telephone No.: (214) 979-3068
     Telecopy No.:  (214) 880-0011

     If to the Initial Holder:

     Wells Fargo Business Credit, Inc.
     4975 Preston Park Blvd., Suite 280
     Plano, Texas 75093
     Attn:  Terrance O. McKinney
     Telephone No.:  (972) 599-5306
     Telecopy No.:   (972) 867-7838

     with a copy to (which shall not constitute notice):

     Winstead Sechrest & Minick P.C.
     5400 Renaissance Tower
     1201 Elm Street
     Dallas, Texas  75270
     Attn:  Michael W. Hilliard, Esq.
     Telephone:  (214) 745-5843
     Telecopy:   (214) 745-5390

or such other address as shall have been furnished to the party giving or making
such notice, demand or delivery.

     10.6  APPLICABLE LAW.  THIS AGREEMENT, THE WARRANT CERTIFICATES AND EACH
           --------------
WARRANT EVIDENCED THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.

     10.7  Persons Benefiting.  This Agreement shall be binding upon and inure
           ------------------
to the benefit of the Company and any Warrant Agent appointed in accordance with
the terms hereof, and their respective successors, assigns, beneficiaries,
executors and administrators, and the Holders from time to time of the Warrant
Certificates. Nothing in this Agreement is intended or shall be construed to
confer upon any Person, other than the Company, the Warrant Agent, the

                                     xxvii
<PAGE>

Holders of the Warrant Certificates, any right, remedy or claim under or by
reason of this Agreement or any part hereof.

     10.8  Counterparts.  This Agreement may be executed in any number of
           ------------
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.

     10.9  Amendments.  This Agreement may be amended by the parties hereto only
           ----------
with the consent of the Company and Holders of Warrant Certificates evidencing a
majority of the then outstanding Warrants.

     The Warrant Agent shall join with the Company in any amendment unless such
amendment affects the Warrant Agent's own rights, duties or immunities
hereunder, in which case the Warrant Agent may, but shall not be required to,
join in such amendment.  Upon execution of any amendment pursuant to this
Section 10.9, such amendment shall be considered a part of this Agreement for
all purposes and every Holder of a Warrant Certificate theretofore or thereafter
countersigned and delivered hereunder shall be bound thereby.

     10.10  Waivers.  The Company may take any action herein prohibited, or omit
            -------
to perform any act herein required to be performed by it, only if (i) the
Company has obtained the written consent of a majority of Holders, and (ii) any
consent required pursuant to Section 10.9 has been obtained.

     10.11  Headings.  The descriptive headings of the several Sections of this
            --------
Agreement are inserted for convenience and shall not control or affect the
meaning or construction of any of the provisions hereof.

     10.12  Inspection.  The Warrant Agent shall cause a copy of this Agreement
            ----------
to be available at all reasonable times at the office of the Warrant Agent for
inspection by the Holder of any Warrant Certificate. The Warrant Agent may
require such Holder to submit his Warrant Certificate for inspection by it.

     10.13  Successor to the Company.  So long as Warrants remain outstanding,
            ------------------------
the Company will not enter into any Non-Surviving Transaction unless the
acquirer shall expressly assume by a supplemental agreement, executed and
delivered to the Warrant Agent, in form reasonably satisfactory to the Warrant
Agent, the due and punctual performance of every covenant of this Agreement on
the part of the Company to be performed and observed and shall have provided for
exercise rights in accordance with Section 5.1.11; upon the consummation of such
Non-Surviving Transaction, the acquirer shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Agreement
with the same effect as if such acquirer had been named as the Company herein.

     10.14  Entire Agreement. This Agreement and the Registration Rights
            ----------------
Agreement sets forth the entire agreement of the parties hereto and the Holders
as to the subject matter hereof and supersedes all previous agreements among all
or some of the parties hereto and the Holders, whether written, oral or
otherwise.

                                    xxviii
<PAGE>

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

                              RF MONOLITHICS, INC., as the Company



                              By:   /s/ David M. Kirk
                                 ------------------------------------
                                    Name: David M. Kirk
                                         ----------------------------
                                    Title: President
                                           --------------------------

                              WELLS FARGO BUSINESS CREDIT, INC.,
                              as the Initial Holder



                              By:   /s/ Terrance O. McKinney
                                 ------------------------------------
                                    Name: Terrance O. McKinney
                                          ---------------------------
                                    Title: Assistant Vice President
                                           --------------------------

                                     xxix
</TEXT>
</DOCUMENT>
