CLARION TECHNOLOGIES INC/DE/
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<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exhibit10m.htm
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<title>CLARION FORM 10-K EXHIBIT 10(m)</title>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EXHIBIT 10(m)</B></font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>THIS WARRANT AND THE
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED
FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY SUCH APPLICABLE STATE LAWS.</B> </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>No. 006</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WARRANT TO PURCHASE<BR>

SHARES OF<BR>

COMMON STOCK<BR>

OF<BR>

CLARION TECHNOLOGIES, INC.</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
IS TO CERTIFY that, for value received, CRAIG A. WIERDA and EMILIE D. WIERDA,
husband and wife <U>(&#147;Wierda</U>&#148;), or their registered assigns, are
entitled to purchase from CLARION TECHNOLOGIES, INC., a Delaware corporation
(together with any successor thereto, the &#147;<U>Company</U>&#148;), at any
time during the period specified in Section 1(a) hereof, Two Hundred Twenty-five
Thousand (225,000) shares of Common Stock, par value of $0.001 per share, of the
Company (the &#147;<U>Common Stock</U>&#148;), described in Section 1 of this
Warrant, at a price of $0.0001 per share (the &#147;<U>Exercise
Price</U>&#148;), subject to adjustment and contingent additional Warrants as
hereinafter set forth, and to exercise the other rights, powers and privileges
hereinafter provided, all on the terms and subject to the conditions and
hereinafter set forth. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Warrant has been issued by the Company in consideration for that certain
Guaranty dated April 17, 2001, of even date herewith executed and delivered by
Wierda (&#147;Guaranty&#148;), guaranteeing certain indebtedness of the Company
to its Senior Lenders (the &#147;Guaranteed Debt&#148;). Pursuant to the
Guaranty, Wierda has agreed to cause an irrevocable direct pay Letter of Credit
to be issued within ten&#160;(10) days of the date of this Warrant to secure the
Guaranteed Debt (&#147;Letter of Credit&#148;). Upon issuance of the Letter of
Credit, the Guaranty will be cancelled and only the Letter of Credit will secure
the Guaranteed Debt. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized
terms used herein without definition shall have the meanings set forth in
Section 13 hereof. The Company and Holder agree that the value of this Warrant
on the date of issue is Five ($0.05) per Warrant Share or that amount per
Warrant Share determined by a nationally recognized investment banking firm or
other firm providing similar valuation services (a&#160;&#147;<U>Valuation
Firm</U>&#148; mutually acceptable to Wierda and the Company within the thirty
(30) day period following the date hereof consistent with the terms of Section
16 hereof. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exercise of Warrant</U>.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the terms and  conditions set forth herein,  Holder shall have the right,  at
its option,  to exercise this Warrant in whole,  at any time and from time to time during the period  commencing on
the  earlier  of June 30,  2001 and the date of a Sale or  Change  of  Control  and  ending  on July 21,  2010 (the
"<U>Exercise Period</U>").  To exercise this Warrant,  Holder shall deliver to the Company (i) a Notice of Exercise in the
form  attached  hereto duly  completed  and executed,  (ii) an amount equal to the Exercise  Price,  and (iii) this
Warrant.  At the option of Holder,  payment of the Exercise  Price shall be made:  (A) by wire transfer of funds to
an account in a bank located in the United States  designated by the Company for such purpose,  (B) by certified or
official  bank check  payable to the order of the  Company,  (C) by  deduction  from the number of shares of Common
Stock  otherwise  to be delivered  upon  exercise of the Warrant that number of shares of Common Stock which has an
aggregate  Fair Market Value equal to the aggregate  Exercise Price for all shares of Common Stock to be purchased,
or (D) by any combination of the foregoing methods.</FONT></P>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">  </FONT></P>
<BR>
<HR SIZE=2>
                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon  receipt  of  the  required   deliveries,   the  Company  shall,   as  promptly  as
practicable,  cause to be issued and delivered to Holder or,  subject to Section 12 hereof,  the Person  designated
in the  Notice of  Exercise,  a  certificate  or  certificates  representing  shares of Common  Stock  equal in the
aggregate  to the number of shares of Common Stock  specified in the Notice of Exercise  (less any shares of Common
Stock in payment of a cashless  exercise  pursuant to Section 1(a)(C) above).  The Company shall pay all reasonable
expenses  and  other  charges  payable  in  connection  with  the  preparation,  execution  and  delivery  of stock
certificates pursuant to this Section 1.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Condition to Exercise; Reservation</U>. Wierda expressly acknowledges that
the exercise of this Warrant is conditioned upon the amendment of the
Company&#146;s Articles of Incorporation to increase the number of authorized
shares of Common Stock to a number at least equal to a) the number of shares
issuable upon the exercise of this Warrant plus b) the number of shares issuable
pursuant to the Company&#146;s stock option plans and upon the exercise of other
outstanding warrants, options, convertible securities and other outstanding
conversion rights (&#147;Issuable Shares&#148;). The Company hereby agrees to
amend its Articles of Incorporation to increase its number of authorized shares
of Common Stock to a number at least equal to the sum of the outstanding shares
and the Issuable Shares and to solicit shareholder approval of such amendment at
its next annual meeting of shareholders. The Company shall at all times after
receiving shareholder approval and during the Exercise Period reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant, a
number of authorized shares of Common Stock equal to the number of shares
issuable upon exercise of this Warrant. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Additional  Warrants</U>.  The  number of shares of Common  Stock  that may be  purchased  under this
Warrant shall be subject to increase in the manner set forth below:</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Outstanding  Guaranty  or Letter of Credit</U>.  If any  portion of the  Guaranteed  Debt is
outstanding  at the  expiration  of six (6) months  from the date of this  Warrant,  the number of shares of Common
Stock that may be purchased  under this Warrant  shall be increased by an amount equal to the product of i) 225,000
and ii) a  fraction,  the numerator of which is the  outstanding  principal  amount of the Guaranteed  Debt and the
denominator of which is the original principal amount of the Guaranteed Debt.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payment  of  Guaranteed  Debt</U>.  If at any  time  Wierda  pays  all or  any  part  of the
Guaranteed  Debt on behalf of the  Company  pursuant  to the terms of the  Guaranty  or the  Letter of Credit  (the
"Wierda  Debt"),  the number of shares of Common Stock that may be purchased  under this Warrant shall be increased
to 450,000 shares, in the aggregate.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Outstanding  Wierda  Debt</U>.  If Company has not paid in full all of the Wierda Debt on or
before  May 1, 2002,  the  number of shares of Common  Stock that may be  purchased  under  this  Warrant  shall be
increased to 1,000,000 shares, in the aggregate.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Adjustments</U>.  The  Exercise  Price and the  number of shares of Common  Stock  issuable  upon the
exercise of this Warrant shall be subject to adjustment as hereafter set forth:</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the  event  that at any time the  Company  shall:  (i)  make  any  dividend  or other
distribution  with respect to its Common Stock in shares of its Common Stock,  or (ii)  subdivide  its  outstanding
shares of Common Stock into a larger number of shares of Common Stock, or (iii) combine its  outstanding  shares of
Common Stock into a smaller  number of shares of Common  Stock,  then the Exercise  Price shall be adjusted to that
price  determined by  multiplying  the Exercise Price in effect  immediately  prior to such event by a fraction (A)
the  numerator of which shall be the total number of shares of Common Stock  immediately  prior to such event,  and
(B) the denominator of which shall be the total number of shares of Common Stock of the Company  immediately  after
such event.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 2 </FONT></P>
<BR>
<HR SIZE=2>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the  event  that at any time the  Company  shall  issue or sell any  shares of Common
Stock  (except  shares of Common Stock issued upon  exercise of this  Warrant) for a  consideration  per share less
than the Fair Market Value  thereof,  then upon each such  issuance  the  Exercise  Price shall be adjusted to that
price  determined by multiplying the Exercise Price in effect  immediately  prior to the time of such issue or sale
by a fraction (A) the  numerator of which shall be the number of shares of Common Stock  immediately  prior to such
issuance or sale plus the number of shares of Common Stock which the aggregate  consideration  for the total number
of such  additional  shares of Common Stock so issued or sold would  purchase at the Fair Market  Value  thereof on
the date of such issuance or sale,  and (B) the  denominator of which shall be the number of shares of Common Stock
immediately  prior to such issuance or sale plus the number of such additional  shares of Common Stock so issued or
sold.  The provisions of this  subsection  (b) shall not apply to any  additional  shares of Common Stock which are
distributed to holders of Common Stock as a stock  dividend or subdivision  for which an adjustment is provided for
under subsection (a) of this Section 4.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the  event  any  shares  of  Common  Stock  shall be  issued  or sold for  cash,  the
consideration  received  by the  Company  therefor  shall be deemed to be the  amount of the cash  received  by the
Company therefor or, if such shares of Common Stock are offered by the Company for  subscription,  the subscription
price or, if such  shares of Common  Stock are sold to  underwriters  or  dealers  for  public  offering  without a
subscription  offer,  the initial public  offering  price, in each case excluding any amount paid or receivable for
accrued  interest or accrued  dividends and without  deduction of any  compensation,  discounts or expenses paid or
incurred by the Company in connection with such issuance or sale.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event any  shares of  Common  Stock  shall be issued or sold for a  consideration
other than cash, the amount of such  consideration  shall be deemed to be the fair value of such  consideration  at
the time of such  issuance as  determined  by the board of directors of the Company (the "<U>Board</U>") in the good faith
exercise of their business judgment.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any  adjustment  of the  Exercise  Price as provided in this  Section 4, the holder
hereof shall thereafter be entitled to purchase,  at the Exercise Price resulting from such adjustment,  the number
of  shares of Common  Stock  obtained  by  multiplying  the  Exercise  Price in  effect  immediately  prior to such
adjustment by the number of shares of Common Stock purchasable  hereunder  immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such adjustment.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever  the  Exercise  Price or the  number of shares of Common  Stock  issuable  upon
exercise of this Warrant is adjusted  pursuant to this Section 4, the Company  shall  promptly  deliver a notice to
the holder of this Warrant setting forth, in reasonable detail,  the event requiring the adjustment,  the amount of
the adjustment and the method by which such adjustment was calculated.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding  anything  herein to the contrary,  an adjustment as provided in Section
4(b) above shall not be made if the Company  issues  securities  (i) to  employees,  officers or  directors  of the
Company  to the extent  approved  by the Board,  (ii) as  payment of all or any part of the  purchase  price of any
business or assets thereof  acquired by the Company or any of its  Subsidiaries,  (iii) to any lender in connection
with the  incurrence  of  Indebtedness  by the Company or any of its  Subsidiaries,  (iv) upon the  exercise of any
option or other right  described in any of clauses (i) through  (iii),  (v) upon  exercise of options,  warrants or
other  agreements  or rights to purchase  capital  stock of the Company  entered into prior to the date hereof,  or
(vi) by means of bona fide public offerings or private  placements  pursuant to Section 4(2) of the Securities Act,
Rule 144A,  Regulation D or Regulation S thereunder of any security trading on any national  securities exchange or
in the  over-the-counter  market, or of a security directly or indirectly  convertible or exchangeable for any such
security, involving at least one investment bank of national reputation.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 4 </FONT></P>
<BR>
<HR SIZE=2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Mergers, Consolidations, Etc</U>. In the case of any consolidation or merger
of the Company with another entity or any reorganization or reclassification of
the Common Stock or other equity securities of the Company, then, as a condition
of such consolidation, merger, reorganization or reclassification, lawful and
adequate provision shall be made whereby Holder shall thereafter have the right
to receive upon the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock immediately theretofore purchasable
hereunder, such shares of stock, securities or assets as may be (by virtue of
such consolidation, merger, reorganization or reclassification) issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore so purchasable hereunder had such consolidation, merger,
reorganization or reclassification not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
Holder to the end that the provisions hereof shall thereafter be applicable, as
nearly as may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon exercise of this Warrant. The Company shall not
effect any such consolidation or merger, unless prior to or simultaneously with
the consummation thereof, the successor entity (if other than the Company)
resulting from such consolidation or merger shall assume by written instrument
executed and delivered to Holder, the obligation to deliver to Holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, Holder may be entitled to receive. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Dividends; Redemption</U>. If the Board shall (a) declare any dividend or
other distribution on the shares of the Common Stock, except by way of a stock
dividend payable on all of the Common Stock, or (b) authorize the redemption or
repurchase of any shares of the Common Stock, the Company shall deliver notice
thereof to Holder not less than twenty (20) days prior to the record date fixed
for determining shareholders entitled to participate in such dividend,
distribution, redemption or repurchase, and Holder shall have the right to
participate in such dividend, distribution, redemption or repurchase to the same
extent Holder would have participated if it had previously fully exercised this
Warrant prior to such record date. The provisions of this Section 6 shall not
apply to distributions made in connection with transactions covered by Section
4. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Preemptive Rights</U>. From time to time after the date hereof, the Company
may issue additional shares of its capital stock (including Common Stock) or
warrants or options exercisable, or securities convertible, into such capital
stock (collectively, &#147;<U>Additional Stock</U>&#148;). Subject to the last
Section of this Section&#160;7, if the Company proposes to issue Additional
Stock to any Person, Holder shall have the right from and after the date hereof
and until the expiration of the Exercise Period, to purchase up to such number
of shares of the Additional Stock that bears the same ratio to the total number
of shares of such Additional Stock as the number of shares of Common Stock then
owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate
number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon
the same price and terms of the Additional Stock proposed to be issued. The
Company shall give written notice to Holder at least twenty (20) days prior to
the issuance of such Additional Stock specifying in reasonable detail the reason
for the proposed issuance, the terms thereof and the identity of the proposed
purchaser, if any. If Holder intends to purchase a portion of the Additional
Stock, such Holder shall (within fifteen (15) days following such written notice
from the Company) deliver written notice of such intention to the Company. The
failure of Holder to give such a notice within such time period of its intention
to purchase Additional Stock shall be deemed to be a waiver of Holder&#146;s
right to purchase such Additional Stock. The closing of the purchase of such
Additional Stock shall be held at such time and place as the Company shall
determine, but in any event not later than fifteen (15) days following the last
date in which Holder shall have given notice of its intention to exercise its
rights under this Section 7. Notwithstanding the foregoing, Holder shall not
have any such right to purchase Additional Stock if such Additional Stock is to
be issued (i) to employees, officers or directors of the Company to the extent
approved by the Board, (ii) as payment of all or any part of the purchase price
or merger consideration of any business or assets thereof acquired by the
Company or any of its Subsidiaries, (iii) to any lender in connection with the
incurrence of Indebtedness by the Company or any of its Subsidiaries, or (iv)
upon the exercise of any option or other right described in any of clauses (i)
through (iii). </FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 4 </FONT></P>
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<HR SIZE=2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Dissolution or Liquidation</U>. In the event of (a) any proposed distribution
of the assets of the Company in dissolution or liquidation, (b) a Change of
Control, or (c) a Sale, the Company shall mail notice thereof to Holder upon the
earlier of (x) thirty (30) days prior to the consummation or completion of, and,
as applicable, (y) the date of execution of a definitive agreement providing
for, any of the events described in (a), (b) and (c), and shall make no dividend
or distribution to shareholders until the expiration of thirty (30) days from
the date of mailing of such notice. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Fully Paid Stock; Taxes</U>. The Company covenants that the shares of capital
stock represented by each and every certificate for the Common Stock to be
delivered on the exercise of the purchase rights herein shall, at the time of
such delivery, be duly authorized, validly issued and outstanding and fully paid
and nonassessable. The Company further covenants that it shall pay all expenses
in connection with the Issued Warrant Shares and the Issuable Warrant Shares.
The Company will pay all documentary stamp taxes attributable to the initial
issuance of the Warrant and of the Issued Warrant Shares upon the exercise of
the Warrant; <U>provided</U>, <U>however</U>, that the Company shall not be
required to pay any tax or other governmental charge which may be payable in
respect of any transfer or exchange of any Warrant certificates or any
certificates for Warrant Shares in a name other than the registered holder of a
Warrant certificate surrendered upon the exercise of a Warrant. In any such
case, no transfer or exchange shall be made unless or until the person or
persons requesting issuance thereof shall have paid to the Company the amount of
such tax or other governmental charge or shall have established to the
satisfaction of the Company that such tax or other governmental charge has been
paid or an exemption is available therefrom. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registration  Rights  Agreement</U>.  This  Warrant  and the  Warrant  Shares  are  subject  to,  and
entitled to the benefits, rights and options set forth in, the Registration Rights Agreement.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Assignment</U>. Subject to Section 12 of this Warrant, this Warrant may be
assigned by surrender of this Warrant to the Company with the assignment
attached to this Warrant duly executed. The assignee shall receive a new
Warrant, registered in the name of such assignee or its designee and evidencing
the right to purchase the Issuable Warrant Shares. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restrictions on Transferability</U>.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither this Warrant nor the Issued  Warrant  Shares shall be  transferable  except upon
satisfaction  of the conditions  specified in this Section 12 (which  conditions are intended to ensure  compliance
with the provisions of the  Securities Act of 1933, as amended,  and any applicable  state  securities  laws).  All
transfers of this  Warrant or the Issuable  Warrant  Shares shall comply with these  conditions  as if the proposed
transfer were a transfer of the respective Issuable Warrant Shares.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Warrant  shall bear on the face thereof a legend  substantially  in the form of the
notice endorsed on the first page of this Warrant.  Each certificate  representing  Issued Warrant Shares initially
issued  upon  the  exercise  of any  Warrant  and  each  certificate  issued  to a  subsequent  transferee  of such
certificate shall bear all legends and be subject to the conditions set forth in this Warrant.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 5</FONT></P>
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<HR SIZE=2>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Certain Covenants</U>.</FONT></P>



                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Requisite  Approvals</U>.  The Company  shall use its best  efforts to obtain all  necessary
or desirable  approvals for the  performance by the Company of this  Agreement  (including  without  limitation the
obligations  in  Section 2 above and the  adjustments  set forth in  Section 4) from  whatsoever  source  required,
including,  but not  limited to (i) at the  request of  Holder,  the  Company's  shareholders  at the next  meeting
thereof,  whether  annual or special,  as called in the Company's  discretion  or otherwise in accordance  with the
Company's  bylaws,  or (ii) any  governmental  authority or  regulatory  body of the United  States or of any state
required in connection with the lawful issuance of the Warrant Shares.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Access to Records</U>.  Each Loan Party  shall use its best  efforts to make  available  all
such records,  including,  without  limitation,  stock ledgers,  necessary for Holder to calculate the  adjustments
contemplated in Section 4 hereof.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>.</FONT></P>



                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the terms defined  elsewhere in this Warrant,  the following  terms shall have the
meanings set forth below:</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Exercise Date</U>" shall mean the date on which this Warrant is exercised.</FONT></P>



                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Fair Market Value</U>" per share of Common Stock shall mean, at any date of determination thereof:</FONT></P>



                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if shares of Common Stock are listed or admitted to trading on any  national  securities
exchange or traded on any  national  market  system,  the average of the daily  closing  prices for the thirty (30)
trading  days  immediately  preceding  such date,  excluding  any  trades  which are not bona  fide,  arms'  length
transactions.  The  closing  price for each day shall be the last sale price on such date or, if no such sale takes
place on such date,  the  average of the  closing  bid and asked  prices on such date,  in each case as  officially
reported on the principal  national  securities  exchange or national market system on which shares of Common Stock
are then listed, admitted to trading or traded;</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if  shares of  Common  Stock are not  listed or  admitted  to  trading  on any  national
securities  exchange or traded on any national  market  system,  the average of the reported  closing bid and asked
prices  thereof on such date in the  over-the-counter  market as shown by the National  Association  of  Securities
Dealers  automated  quotation system or, if shares of Common Stock are not then quoted in such system, as published
by the National Quotation Bureau, Incorporated or any similar successor organization; or</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if  shares of  Common  Stock are not  listed or  admitted  to  trading  on any  national
exchange  or traded on any  national  market  system and if no  closing  bid and asked  prices  are then  quoted or
published in the  over-the-counter  market,  the price as  determined  in good faith by the agreement of Holder and
the Board;  <U>provided</U>,  <U>however</U>, that if Holder and the Board cannot agree on a price within fifteen (15) days after
(as  applicable)  issuance  of for which the Fair Market  Value is being  determined  pursuant to Sections  4(b) or
4(d),  Holder and the Board shall  jointly  retain a nationally  recognized  investment  banking firm or other firm
providing  similar  valuation  services a ("Valuation  Firm")  experienced in the appraisal of companies  which are
engaged in the  business of the Company and which is not an  Affiliate  of the Company or any  shareholder  thereof
within seven (7) days after the  expiration  of such fifteen (15) day period.  If the Company and Holder are unable
to agree on the  selection  of a Valuation  Firm within such seven (7) day period,  the Company and Holder,  within
seven (7) days after  expiration  of such seven (7) day  period,  shall each  select a  Valuation  Firm and the two
Valuation Firms so selected shall jointly select a third Valuation Firm which shall make the  determination  of the
Fair Market Value of the Common Stock.  The Valuation  Firm  selected in  accordance  with the foregoing  procedure
shall be instructed to determine  such value within  fifteen (15) days after  selection and any such  determination
shall be final and binding upon the parties.  The fees and expenses for such  determination  made by any  Valuation
Firm shall be borne by the Company.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 6 </FONT></P>
<BR>
<HR SIZE=2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Fair Market Value of a
share of Common Stock shall be determined under clause (c) by dividing the fair
market value of the Company by the number of shares of Common Stock outstanding
as of the date of determination, determined on a Fully-Diluted Basis. In such
determination of Fair Market Value, the following specific principles shall be
applied by the Valuation Firm: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the  Valuation  Firm shall assume that all of the assets and  properties of the
         Company are sold as a going concern,  on an orderly basis (and not on a liquidation  basis), at their fair
         market values based on an enterprise value as of the Valuation Date;<BR>&nbsp;</FONT></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the  Valuation  Firm  shall  assume  that all  indebtedness  of the  Company is
         prepaid  in full as of the  Valuation  Date (and,  in doing so,  disregard  the  amount of any  prepayment
         penalties,  yield  enhancement  premiums  or the  like)  and that the  Company  has  paid the  holders  of
         preferred stock or similar  securities,  if any,  amounts payable  thereon,  the aggregate amount of which
         shall be taken into account in arriving at the Fair Market Value; and<BR>&nbsp;</FONT></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Valuation Firm shall assume that the remaining  proceeds of such a sale are
         distributed pro rata on a Fully-Diluted Basis to the shareholders of the Company.</FONT></TD>
</TR>
</table>






                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Fully-Diluted  Basis</U>"  shall  mean  that  number  of  shares  of  Common  Stock  which  would be
outstanding,  as of the date of computation,  if (i) this Warrant, (ii) all other warrants, options or other rights
to subscribe  for,  purchase or otherwise  acquire Common Stock or (iii)  securities  (including  debt  securities)
convertible  or  exchangeable  for Common  Stock,  including  the  Preferred  Stock,  had been  converted  or fully
exercised.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Holder</U>"  shall mean Wierda or such other Person in whose name this Warrant is  registered on the
books of the Company maintained for such purpose.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Issuable  Warrant  Shares</U>" shall mean the number of shares of Common Stock issuable from time to
time upon exercise of this Warrant.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Issued  Warrant  Shares</U>"  shall mean the  cumulative  total of the shares of Common Stock issued
from time to time as a result of all prior exercises of this Warrant.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Person</U>"  shall  mean  any  individual,  sole  proprietorship,   partnership,  limited  liability
company, joint venture,  unincorporated  organization,  association,  corporation,  trust,  institution,  entity or
government.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Public  Offering</U>"  shall  mean any  offering  by the  Company  of its  capital  stock or  equity
securities to the public pursuant to an effective  registration  statement under the Securities Act of 1933 as then
in effect, or any comparable statement under any similar federal statute then in force.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Registration  Rights  Agreement</U>"  shall mean that certain  Registration  Rights  Agreement dated
July 21,  2000,  as amended by that  Certain  Waiver,  Consent  and First  Amendment  to Senior  Subordinated  Loan
Documents dated as of April 17, 2001, by and between the Company,  William Blair Mezzanine  Capital Fund III, L.P.,
Wierda and certain  holders,  as  amended,  supplemented,  restated or  otherwise  modified  from time to time,  in
compliance with the terms thereto.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 7 </FONT></P>
<BR>
<HR SIZE=2>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Securities  Act</U>" shall mean the  Securities  Act of 1933, as amended,  or any successor  federal
statute,  and the rules and regulations of the Securities and Exchange Commission  promulgated  thereunder,  all as
in effect from time to time.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Warrant</U>" means this Warrant and all warrants  hereafter  issued in exchange or substitution  for
this Warrant.</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Warrant Shares</U>" shall mean the Issued Warrant Shares and the Issuable Warrant Shares.</FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Replacement Warrants</U>. If this Warrant shall be mutilated, lost, stolen or
destroyed, the Company may issue a new Warrant of like date, tenor and
denomination and deliver the same in exchange and substitution for and upon
surrender and cancellation of the mutilated Warrant, or in lieu of the Warrant
lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company
of the loss, theft or destruction of such Warrant. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Valuation of Warrant</U>. Promptly after the date hereof, the Company shall
have engaged McDonald &amp; Co. or another nationally recognized investment
banking firm or other firm providing similar valuation services (a
&#147;<U>Valuation Firm</U>&#148;) mutually acceptable to Wierda and the Company
to determine the fair market value of the Warrant, at the Company&#146;s sole
cost and expense. The Company will use its reasonable best efforts and Wierda
will cooperate in enabling the Company to so engage a Valuation Firm and to
establish the fair market value of the Warrant within thirty (30) days of the
date hereof using valuation methods and criteria reasonably acceptable to both
the Company and Wierda. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Warrant Holder Not a Shareholder</U>. This Warrant does not confer upon
Holder any right to vote or to consent or to receive notice as a shareholder of
the Company, as such, in respect of any matters whatsoever, or any other rights
or liabilities as a shareholder, prior to the exercise hereof as hereinbefore
provided. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.  Except  as  otherwise  expressly  provided  herein,  all  notices  referred  to in this
Warrant shall be in writing and shall be delivered pursuant to the notice provisions of the Loan Agreement.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Severability</U>. Whenever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective under applicable law, but if any
provision of this Warrant is held to be prohibited by or invalid under
applicable law in any jurisdiction, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating any other
provision of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Survival</U>. Notwithstanding anything to the contrary contained herein, the
provisions of Sections 7 and 13 hereof shall survive the exercise of this
Warrant in full by Holder and shall continue to be in full force and effect and
inure to the benefit of the shareholders owning the Issued Warrant Shares until
such time as there are no longer outstanding any Issued Warrant Shares. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Captions:&#160;&#160;Governing Law</U>. The descriptive headings of the
various sections of this Warrant are for convenience only and shall not affect
the meaning or construction of the provisions hereof. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall
be governed by the internal law of the State of Michigan without giving effect
to any choice of law or conflict of law provision or rule. </FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> 8 </FONT></P>
<BR>
<HR SIZE=2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by a duly
authorized officer and to be dated this 20th day of April, 2001. </FONT></P>

<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=40%>&nbsp; </TD>
<TD width=60%>
CLARION TECHNOLOGIES, INC.<BR>
<BR>
<BR>
<BR>
By:<U>&nbsp;&nbsp;/s/ Greg Bego
&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Greg Bego, Acting Chief Financial Officer<BR>
</td>
</tr>
</table>







<BR><BR><BR><BR><BR><BR><BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">9</FONT></P>
<BR>
<HR SIZE=2>





<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>EXERCISE</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
CLARION TECHNOLOGIES, INC.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned, __________________________________, pursuant to the provisions of
the within Warrant, hereby elects to purchase _____________ shares of Common
Stock of Clarion Technologies, Inc. covered by the Warrant described herein.<BR>
<BR>
Dated:</FONT></P>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=40%>&nbsp; </TD>
<TD width=60%>
Signature:____________________________________________________<BR>
<BR>
Address:_____________________________________________________</td>
</TR>
</TABLE>


<BR><BR><BR><BR><BR><BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"></FONT></P>
<BR>
<HR SIZE=2>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>ASSIGNMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FOR
VALUE RECEIVED ____________________________________ hereby sells, assigns and
transfers unto ____________________________________ the Warrant described herein
and all rights evidenced thereby and does irrevocably constitute and appoint
_____________________, attorney, to transfer such Warrant on the books of the
within named corporation. <BR>
<BR>
Dated:</FONT></P>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=40%>&nbsp; </TD>
<TD width=60%>
Signature:____________________________________________________<BR>
<BR>
Address:_____________________________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;_____________________________________________________</td>
</TR>
</TABLE>


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