










                       360(degree) COMMUNICATIONS COMPANY

                                       and


                                As Warrant Agent



                                Warrant Agreement

                                   Dated as of












[OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE
DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT
OR SUPPLEMENTS]




<PAGE>




                                TABLE OF CONTENTS


                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES


Section 1.1. Issuance of Warrant Certificates .......................... 1
Section 1.2. Form of Warrant Certificates .............................. 2
Section 1.3. Execution and Countersignature of Warrant Certificates .... 2
Section 1.4. Temporary Warrant Certificates ............................ 3
Section 1.5. Payment of Taxes .......................................... 3
Section 1.6. Definition of Holder ...................................... 3

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


Section 2.1 Warrant Price .............................................. 4
Section 2.2. Duration of Warrants ...................................... 4
Section 2.3. Exercise of Warrants ...................................... 4

                                   ARTICLE III

                       [REGISTRATION], EXCHANGE, TRANSFER
                    AND SUBSTITUTION OF WARRANT CERTIFICATES


Section 3.1. [Registration], Exchange and Transfer of Warrant Certificates . 6
Section 3.2. Mutilated, Destroyed, Lost or Stolen Warrant Certificates ..... 7
Section 3.3. Persons Deemed Holders ........................................ 7
Section 3.4. Cancellation of Warrant Certificates .......................... 8


                                      - i -

<PAGE>




                                   ARTICLE IV

                     OTHER PROVISIONS RELATING TO RIGHTS OF
                         HOLDERS OF WARRANT CERTIFICATES


Section 4.1. No Rights as Holders of Warrant Securities Conferred
 by Warrants or Warrant Certificates ...................................... 8
Section 4.2. Holder of Warrant Certificates May Enforce Rights ............ 8

                                    ARTICLE V

                          CONCERNING THE WARRANT AGENT


Section 5.1. Warrant Agent ................................................ 9
Section 5.2. Condition of Warrant Agent's Obligations ..................... 9
Section 5.3. Resignation, Removal and Appointment of Successor ........... 11
Section 5.4. Compliance with Applicable Laws ............................. 12

                                   ARTICLE VI

                                  MISCELLANEOUS


Section 6.1. Modification, Supplementation or Amendment .................. 13
Section 6.2. Consolidations and Mergers of the Company and Sales,
   Leases and Conveyances Permitted Subject to Certain Conditions ........ 13
Section 6.3. Rights and Duties of Successor Corporation .................. 13
Section 6.4. Notices and Demands to the Company and Warrant Agent ........ 14
Section 6.5. Governing Law ............................................... 14
Section 6.6. Addresses ................................................... 14
Section 6.7. Notices to Holders of Warrant Certificates .................. 14
Section 6.8. Delivery of Prospectus ...................................... 15
Section 6.9. Obtaining of Governmental Approvals ......................... 15

Section 6.10. Persons Having Rights Under Warrant Agreement .............. 15
Section 6.11. Headings ................................................... 15
Section 6.12. Counterparts ............................................... 15
Section 6.13. Inspection of Agreement .................................... 15



Exhibit A             Form of Warrant Certificate



                                     - ii -

<PAGE>




         THIS   AGREEMENT,   dated  as  of  [  ,  19  ],   between   360(degree)
COMMUNICATIONS COMPANY, a corporation duly organized and existing under the laws
of the State of Delaware (the "Company"),  and ,a  [corporation]  [state banking
association]  [national  banking  association]  organized and existing under the
laws of [ ], as Warrant Agent (the "Warrant Agent").

         WHEREAS,  the Company has entered into an  Indenture,  dated as of [ ],
1997 (the  "Indenture"),  with  Citibank  N.A., a national  banking  institution
organized under the laws of the State of New York, as trustee (such trustee, and
any successors to such trustee, herein called the "Trustee"),  providing for the
issuance from time to time of its  unsecured  senior debt  securities,  notes or
other evidences of indebtedness,  to be issued in one or more series as provided
in the Indenture.

         WHEREAS,  the Company  proposes to sell [If Offered Debt Securities and
Warrants  --  Title  of  Debt  Securities  being  offered]  (the  "Offered  Debt
Securities")  with warrant  certificates  (such warrant  certificates  and other
warrant  certificates  issued  pursuant  to this  agreement  herein  called  the
"Warrant  Certificates")  evidencing  one or more warrants (the  "Warrants"  or,
individually,  a "Warrant")  representing  the right to purchase  [Title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant Securities");
and

         WHEREAS,  the Company desires the Warrant Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  exchange,  exercise and placement of the Warrant Certificates and the
terms and  conditions  on which they may be  issued,  exchanged,  exercised  and
replaced.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                    ISSUANCE, EXECUTION AND COUNTERSIGNATURE
                             OF WARRANT CERTIFICATES

Section 1.1. Issuance of Warrant Certificates.

         [If Warrants alone -- Upon  issuance,  each Warrant  Certificate  shall
evidence  one or more  Warrants.]  [If Offered Debt  Securities  and Warrants --
Warrant  Certificates shall be [initially] issued in units with the Offered Debt
Securities and shall [not] be separately transferable [before
                 , 19  (the  "Detachable  Date").  The  Warrant  Certificate  or
Certificates  included in each such unit shall evidence an aggregate of Warrants
for each $ principal  amount of Offered Debt Securities  included in such unit.]
Each  Warrant  evidenced  thereby  shall  represent  the  right,  subject to the
provisions  contained  herein and therein,  to purchase from the Company Warrant
Securities in the aggregate principal amount of $ .




<PAGE>




Section 1.2. Form of Warrant Certificates.

         The  Warrant  Certificates  [including  the  Form[s] of  Exercise  [and
Assignment] to be set forth on the reverse  thereof]  shall be in  substantially
the form set  forth  in  Exhibit  A hereto  with  such  appropriate  insertions,
omissions,  substitutions  and other  variations as are required or permitted by
this  Agreement,  shall be printed,  lithographed  or engraved on steel engraved
borders (or in any other manner determined by the officer executing such Warrant
Certificates)   and  may  have  such   letters,   numbers  or  other   marks  of
identification  and  such  legends  or  endorsements  placed  thereon  as may be
required to comply with any law or any rule or regulation made pursuant  thereto
or with any rule or regulation of any  securities  exchange on which the Warrant
Certificates may be listed or as may,  consistently  herewith,  be determined by
the  officers  executing  such  Warrant  Certificates,  as  evidenced  by  their
execution of the Warrant Certificates.

Section 1.3. Execution and Countersignature of Warrant Certificates.

         The Warrant  Certificates shall be executed on behalf of the Company by
         its [ ] or any [ ], manually or by facsimile signature, under its
corporate seal reproduced  thereon attested to by its Secretary or its Assistant
Secretary,  either manually or by facsimile  signature.  Typographical and other
minor  errors  or  defects  in any  such  reproduction  of the  seal or any such
signature  shall not  affect  the  validity  or  enforceability  of the  Warrant
Certificate that has been duly executed by the Company and  authenticated by the
Warrant Agent.

         Warrant  Certificates  evidencing  the right to purchase  an  aggregate
principal  amount not exceeding $ of Warrant  Securities  (except as provided in
Sections 1.4, 2.3(c),  3.1 and 3.2) may be executed by the Company and delivered
to the Warrant Agent upon the  execution of this Warrant  Agreement or from time
to  time  thereafter.   The  Warrant  Agent  shall,   upon  receipt  of  Warrant
Certificates  duly  executed  on behalf  of the  Company,  authenticate  Warrant
Certificates  evidencing  Warrants  representing  the right to  purchase up to $
aggregate  principal amount of Warrant Securities and shall deliver such Warrant
Certificates  to or upon the order of the Company.  Subsequent  to such original
issuance of the Warrant  Certificates,  the Warrant Agent shall  authenticate  a
Warrant  Certificate  only if the Warrant  Certificate  is issued in exchange or
substitution for one or more previously  authenticated  Warrant Certificates [if
registered  Warrants -- or in connection  with their  transfer],  as hereinafter
provided.

         Each Warrant  Certificate shall be dated the date of its authentication
by the Warrant Agent.

         No Warrant  Certificate  shall be entitled  to any  benefit  under this
Agreement or be valid or obligatory  for any purpose,  and no Warrant  evidenced
thereby  shall  be  exercisable,   until  such  Warrant   Certificate  has  been
authenticated by the manual signature of a duly authorized representative of the
Warrant Agent. Such signature by the Warrant Agent upon any Warrant  Certificate
executed by the Company shall be  conclusive  evidence,  and the only  evidence,
that the Warrant Certificate so authenticated has been duly issued hereunder.

                                      - 2 -

<PAGE>




         In case any  officer of the  Company  who shall have signed the Warrant
Certificate,  either manually or by facsimile signature,  shall cease to be such
officer before the Warrant  Certificate so signed shall have been  countersigned
and  delivered by the Warrant  Agent to the Company or delivered by the Company,
such Warrant  Certificate  nevertheless  may be  countersigned  and delivered as
though the person who signed such Warrant  Certificate had not ceased to be such
officer of the Company;  and the Warrant  Certificate may be signed on behalf of
the Company by such  persons as, at the actual date of execution of such Warrant
Certificate,  shall be the proper officers of the Company,  although at the date
of the execution of this Agreement any such person was not such an officer.

Section 1.4.  Temporary Warrant Certificates.

         Pending the preparation of definitive Warrant Certificates, the Company
may  execute,  and upon  the  order  of the  Company  the  Warrant  Agent  shall
authenticate  and deliver,  temporary  Warrant  Certificates  which are printed,
lithographed,  typewritten,  mimeographed or otherwise produced substantially of
the  tenor of the  definitive  Warrant  Certificates  in lieu of which  they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations as the officers executing such Warrant Certificates may determine, as
evidenced by their execution of such Warrant Certificates.

         If temporary  Warrant  Certificates are issued,  the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the  preparation  of definitive  Warrant  Certificates,  the  temporary  Warrant
Certificates  shall be exchangeable  for definitive  Warrant  Certificates  upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant  Agent [or ],  without  charge to the  Holder.  Upon  surrender  for
cancellation of any one or more temporary Warrant Certificates the Company shall
execute  and the  Warrant  Agent  shall  authenticate  and  deliver in  exchange
therefor definitive Warrant Certificates  representing the same aggregate number
of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all
respects be entitled to the same  benefits  under this  Agreement as  definitive
Warrant Certificates.

Section 1.5.  Payment of Taxes.

         The  Company  will pay all stamp  taxes and other  duties,  if any,  to
which,  under the laws of the United States of America or any state or political
subdivision  thereof,  this  Agreement  or  original  issuance  of  the  Warrant
Certificates may be subject.

Section 1.6.  Definition of Holder.

         The term "Holder" as used herein shall mean [If Offered Debt Securities
and Warrants  which are not  immediately  detachable --, prior to the Detachable
Date, the [bearer] [registered owner] of the Offered Debt Security to which such
Warrant  Certificate was initially  attached,  and, after such Detachable Date,]
[If bearer Warrants -- the bearer of such Warrant Certificate] [If

                                      - 3 -

<PAGE>




registered  Warrants  -- the  person  in  whose  name at the time  such  Warrant
Certificate  shall be registered  upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 3.1.] [If Offered Debt Securities and
Warrants which are not immediately  detachable -- Prior to the Detachable  Date,
the Company will, or will cause the registrar of the Offered Debt  Securities to
make  available to the Warrant  Agent current  information  as to Holders of the
Offered Debt Securities.]

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1.  Warrant Price

         During the period  specified in Section 2.2, each Warrant shall entitle
the Holder  thereof,  subject to the provisions of this  Agreement,  to purchase
from the  Company  the  principal  amount of  Warrant  Securities  stated in the
Warrant  Certificate at the exercise price of % of the principal  amount thereof
[plus  accrued  amortization,  if any,  of the  original  issue  discount of the
Warrant  Securities] [plus accrued  interest,  if any, from the most recent date
from  which  interest  shall  have been paid on the  Warrant  Securities]  [plus
accrued  interest,  if any, from the most recent date from which  interest shall
have been paid on the Warrant Securities or, if no interest shall have been paid
on the Warrant Securities, from , 19 ].

         [In each case, the original issue discount ($ for each $1,000 principal
amount of Warrant  Securities) will be amortized at a % annual rate, computed on
a[n]  [semi-]annual  basis [using a 360-day  year  consisting  of twelve  30-day
months].]  Such exercise  price of each Warrant is referred to in this Agreement
as the "Exercise Price".

Section 2.2.               Duration of Warrants.

         Any Warrant evidenced by a Warrant  Certificate may be exercised at any
time,  as specified  herein,  on or after [the date  thereof] [ , 19 ] and at or
before the close of business on , 19 (the "Expiration  Date").  Each Warrant not
exercised at or before the close of business on the Expiration Date shall become
void, and all rights to the Holder of the Warrant  Certificate  evidencing  such
Warrant under this Agreement or otherwise shall cease.

Section 2.3.  Exercise of Warrants.

         (a) During the period  specified  in Section  2.2,  any whole number of
Warrants may be exercised by  surrendering  the Warrant  Certificate  evidencing
such  Warrants  at  the  place  or at  the  places  set  forth  in  the  Warrant
Certificate,  with the purchase form set forth in the Warrant  Certificate  duly
executed,  accompanied [by payment in full, in lawful money of the United States
of America],  [in cash or by certified  check or official bank check in New York
Clearing  House  funds]  [by  surrender  of the  [specific  aggregate  amount of
[identified securities]] [by bank wire

                                      - 4 -

<PAGE>




transfer in immediately available funds], of the Exercise Price for each Warrant
exercised. The date on which payment in full of the Exercise Price for a Warrant
and the Warrant  Certificate,  with the  purchase  form set forth  therein  duly
executed,  are  received by the Warrant  Agent shall be deemed to be the date on
which such  Warrant is  exercised.  The Warrant  Agent  shall  deposit all funds
received  by it as payment  for the  exercise  of Warrants to the account of the
Company maintained with it for such purpose on the date on which such Warrant is
deemed  exercised and shall advise the Company by telephone  and in writing,  by
facsimile  transmission  or  otherwise,  at the end of each day on which  such a
payment is received of the amount so deposited to its account. The Warrant Agent
shall promptly confirm such telephonic advice to the Company in writing.

         (b)  The  Warrant  Agent  shall  from  time to  time,  as  promptly  as
practicable  after the exercise of any Warrants in accordance with the terms and
conditions of this  Agreement and the Warrant  Certificates,  advise the Company
and the Trustee of:

     (i) the number of Warrants so exercised,

     (ii) the instructions of each Holder of the Warrant Certificates evidencing
such Warrants  with respect to delivery of the Warrant  Securities to which such
Holder is entitled upon such  exercise,  and  instructions  of such Holder as to
delivery of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and

     (iii) such other information as the Company or the Trustee shall reasonably
require.

         (c) As soon as  practicable  after the  exercise of any  Warrants,  the
Company shall issue, pursuant to the Indenture, in authorized denominations,  to
or upon the  order of the  Holder of the  Warrant  Certificate  evidencing  such
Warrants,  the Warrant  Security or Warrant  Securities  to which such Holder is
entitled in [fully  registered  form  registered in such name or names as may be
directed by such Holder]  [bearer form];  and, if fewer than all of the Warrants
evidenced by such Warrant  Certificate  were exercised the Company shall execute
and an authorized  officer of the Warrant Agent shall manually  authenticate and
deliver  to the  Holder a new  Warrant  Certificate  evidencing  the  number  of
Warrants  remaining  unexercised.  [Unless otherwise  instructed by the Company,
Warrant Securities in bearer form shall be delivered to or upon the order of the
Holder  of  such  Warrant  Certificate  only  outside  the  United  States,  its
territories and possessions and all areas subject to its jurisdiction.]

         (d) The Company  shall not be required to pay any stamp or other tax or
other  governmental  charge  required to be paid in connection with any transfer
involved in the issue of the Warrant  Securities upon the order of the Holder of
the Warrant Certificate  evidencing the Warrant which was exercised;  and in the
event that any such  transfer is involved,  the Company shall not be required to
issue or deliver any Warrant Securities pursuant to Section 2.3(c) until

                                      - 5 -

<PAGE>




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

                                   ARTICLE III

                     [REGISTRATION], EXCHANGE, TRANSFER AND
                      SUBSTITUTION OF WARRANT CERTIFICATES

Section 3.1.  [Registration], Exchange, and Transfer of Warrant Certificates.

         [If  registered  Warrants  -- the  Warrant  Agent  shall  keep,  at its
corporate  trust  office [and at ], books in which,  subject to such  reasonable
regulations as it may  prescribe,  it shall register  Warrant  Certificates  and
transfers of outstanding Warrant Certificates.]

         [If Offered  Debt  Securities  and Warrants  which are not  immediately
detachable  --  Prior to the  Detachable  Date,  a  Warrant  Certificate  may be
exchanged [or transferred] only together with the Offered Debt Security to which
such Warrant  Certificate  was initially  attached,  and only for the purpose of
effecting,  or in conjunction with, an exchange or transfer of such Offered Debt
Security.  Additionally,  on or prior to the Detachable Date, each [transfer or]
exchange of an Offered  Debt  Security  [on the  register  of the  Offered  Debt
Securities]  shall operate also to transfer or exchange the Warrant  Certificate
or  Certificates  to which such Offered Debt  Security was  initially  attached.
After the Detachable  Date, upon] [If Offered Debt Securities and Warrants which
are  immediately  detachable or if the Warrants  alone --Upon]  surrender at the
place or places set forth in the  Warrant  Certificate  or Warrant  Certificates
properly  endorsed [or  accompanied by  appropriate  instruments of transfer and
accompanied  by written  instructions  for [transfer  or] exchange,  all in form
reasonably  satisfactory  to the  Company and the Warrant  Agent,  such  Warrant
Certificates  may be exchanged for other  Warrant  Certificates  [If  registered
Warrants -- or may be transferred  in whole or in part]] [If bearer  Warrants --
the  Warrant  Certificates,  and all  rights  thereunder,  may be  exchanged  by
delivery to the Company  and the Warrant  Agent may treat the bearer  thereof as
the  owner for all  purposes];  provided  that  Warrant  Certificates  issued in
exchange  for [or upon  transfer  of]  surrendered  Warrant  Certificates  shall
evidence the same aggregate  number of Warrants as the Warrant  Certificates  so
surrendered.  No service  charge shall be made for any exchange [or transfer] of
Warrant Certificates, but the Company may require payment of a sum sufficient to
cover any stamp or other  tax or  governmental  charge  that may be  imposed  in
connection   with  any  such  exchange  [or  transfer].   Whenever  any  Warrant
Certificates  are so surrendered  for exchange [or transfer],  the Company shall
execute  and  an  authorized   officer  of  the  Warrant  Agent  shall  manually
countersign  and  deliver to the person or  persons  entitled  thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall not
be required  to effect any  exchange  [or  transfer]  which would  result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant.  All Warrant  Certificates  issued
upon any exchange [or transfer] of Warrant  Certificates shall evidence the same
obligations,  and be entitled to the same benefits under this Agreement,  as the
Warrant Certificate surrendered for such exchange [or transfer].

                                      - 6 -

<PAGE>




Section 3.2.  Mutilated, Destroyed, Lost or Stolen Warrant Certificates.

         If any mutilated  Warrant  Certificate  is  surrendered  to the Warrant
Agent,  the Company  shall  execute  and an officer of the  Warrant  Agent shall
manually  countersign and deliver in exchange therefor a new Warrant Certificate
of like tenor  representing a like number of unexercised  Warrants and bearing a
number not contemporaneously outstanding.

         If there shall be  delivered  to the Company and the Warrant  Agent (i)
evidence to their satisfaction of the destruction,  loss or theft of any Warrant
Certificate and of the ownership thereof, (ii) such security or indemnity as may
be  required  by them to save  each of them  and any  agent  of  either  of them
harmless and (iii) funds  sufficient to cover any cost or expense to the Company
(including any fees charged by the Warrant Agent)  relating to the issuance of a
new Warrant  Certificate,  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 request an officer of the
Warrant  Agent  shall  manually  countersign  and  deliver,  in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor  representing a like number of  unexercised  Warrants and bearing a number
not contemporaneously outstanding.

         In case the Warrants evidenced by any such mutilated,  destroyed,  lost
or stolen Warrant  Certificate  have been exercised or have been or are about to
be deemed to be exercised, the Company in its discretion may, instead of issuing
a new  Warrant  Certificate,  treat  the  same  as if it  had  received  written
irrevocable  notice of  exercise  in good form in respect  thereof,  as provided
herein.

         Every new Warrant  Certificate  issued pursuant to this Section in lieu
of any mutilated, destroyed, lost or stolen Warrant Certificate shall constitute
an original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Warrant Certificate shall be enforceable at
any  time by  anyone,  and  shall be  entitled  to all of the  benefits  of this
Agreement   equally  and   proportionately   with  any  and  all  other  Warrant
Certificates duly issued hereunder. The provisions of this Section are exclusive
and shall  preclude (to the extent  lawful) all other  rights and remedies  with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Warrant Certificates.

Section 3.3.  Persons Deemed Holders.

         [If Offered  Debt  Securities  and Warrants  which are not  immediately
detachable -- Prior to the Detachable  Date, the Company,  the Warrant Agent and
all other persons may treat the Holder of any Offered Debt Security as the owner
of the Warrant  Certificates  initially  attached thereto for any purpose and as
the person entitled to exercise the rights represented by the Warrants evidenced
by such Warrant Certificates, any notice to the contrary notwithstanding.  After
the Detachable Date] [If registered  Warrants -- and prior to due presentment of
a Warrant Certificate for registration of transfer or exchange, the] [If Offered
Debt Securities and Warrants

                                      - 7 -

<PAGE>




which are immediately  detachable or Warrants alone -- The] Company, the Warrant
Agent and all other  persons  may treat the Holder as the owner  thereof for any
purpose and as the purpose  entitled to exercise the rights  represented  by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.

Section 3.4.  Cancellation of Warrant Certificates.

         Any  Warrant  Certificate  surrendered  for  exchange [,  transfer]  or
exercise of the Warrants evidenced thereby shall, if surrendered to the Company,
be delivered to the Warrant Agent,  and [If Warrant  Certificates  are issued in
bearer form -- except as provided below,] all Warrant  Certificates  surrendered
or so delivered to the Warrant Agent shall be promptly  canceled by it and shall
not be reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate  shall be  issued  hereunder  in lieu or in  exchange  thereof.  [If
Warrant Certificates are issued in bearer form -- Warrant Certificates delivered
to the Warrant Agent in exchange for Warrant Certificates of other denominations
may be retained by the Warrant Agent for reissue as authorized  hereunder.]  The
Company  may at any time  deliver  to the  Warrant  Agent for  cancellation  any
Warrant  Certificates  previously  issued  hereunder  which the Company may have
acquired in any manner  whatsoever,  and all Warrant  Certificates  so delivered
shall  be  promptly   canceled  by  the  Warrant  Agent.  All  canceled  Warrant
Certificates held by the Warrant Agent shall be disposed of as instructed by the
Company, subject to applicable law.

                                   ARTICLE IV

                       OTHER PROVISIONS RELATING TO RIGHTS
                       OF HOLDERS OF WARRANT CERTIFICATES

Section 4.1. No Rights as Holders of Warrant Securities Conferred byWarrants or
             Warrant Certificates.

         No Warrant  Certificate or Warrants evidenced thereby shall entitle the
Holder  thereof  to any of the  rights  of a Holder of the  Warrant  Securities,
including,  without limitation, the right to receive the payment of principal of
or premium, if any, or interest, if any, on the Warrant Securities or to enforce
any of the covenants in the Indenture.

Section 4.2.               Holder of the Warrant Certificate May Enforce Rights.

         Notwithstanding any of the provisions of this Agreement,  any Holder of
any Warrant Certificate,  without the consent of the Warrant Agent, the Trustee,
the  Holder  of any  Warrant  Securities  or the  Holder  of any  other  Warrant
Certificate,  may, in its own behalf and for its own benefit,  enforce,  and may
institute  and  maintain  any suit,  action or  proceeding  against  the Company
suitable  to  enforce or  otherwise  in respect  of, its right to  exercise  the
Warrant or Warrants evidenced by its Warrant  Certificate in the manner provided
in the Warrant Certificates and this Agreement.

                                      - 8 -

<PAGE>





                                    ARTICLE V

                          CONCERNING THE WARRANT AGENT

Section 5.1.               Warrant Agent.

          The  Company  hereby  appoints [ ] as Warrant  Agent of the Company in
respect of the Warrants and the Warrant  Certificates upon the terms and subject
to the  conditions  set forth  herein and in the  Warrant  Certificate,  and [ ]
hereby  accepts  such  appointment.  The Warrant  Agent shall have the power and
authority  granted to and  conferred  upon it in the  Warrant  Certificates  and
hereby and such further  powers and authority to act on behalf of the Company as
the  Company  may  hereafter  grant to or confer  upon it.  All of the terms and
provisions  with  respect to such power and  authority  contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.

Section 5.2.               Conditions of Warrant Agent's Obligations.

         The Warrant Agent accepts its  obligations  herein set forth,  upon the
terms and conditions hereof, including the following, to all of which the rights
hereunder of the Holders from time to time of the Warrant  Certificates shall be
subject:

     (a)  Compensation and  Indemnification.  The Company agrees promptly to pay
the Warrant  Agent the  compensation  to be agreed upon with the Company for all
services  rendered by the Warrant  Agent and to reimburse  the Warrant Agent for
reasonable  out-of-pocket  expenses  (including  reasonable  attorneys' fees and
expenses) incurred by the Warrant Agent without negligence,  bad faith or breach
of this Agreement on its part in connection with the services rendered hereunder
by the Warrant  Agent.  The Company also agrees to indemnify  the Warrant  Agent
for, and to hold it harmless  against,  any loss,  liability or expense incurred
without  negligence,  bad faith or breach of this  Agreement  on the part of the
Warrant Agent,  arising out of or in connection  with its acting as such Warrant
Agent hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance at
any time of its powers or duties hereunder or with respect to the Warrants.  The
obligations of the Company under this  subsection (a) shall survive the exercise
of the Warrant Certificates and the resignation or removal of the Warrant Agent.

     (b) Agent for the Company. In acting under this Agreement and in connection
with the Warrant  Certificates,  the Warrant  Agent is acting solely as agent of
the  Company and does not assume any  obligation  or  relationship  of agency or
trust for or with any of the owners or Holders of the Warrant Certificates.

     (c) Counsel. The Warrant Agent may consult with counsel,  which may include
counsel for the Company,  and the written  advice of such counsel  shall be full
and  complete  authorization  and  protection  in respect  of any action  taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

     (d)  Document.  The  Warrant  Agent shall be  protected  and shall incur no
liability  for or in respect of any  action  taken or omitted by it in  reliance
upon  any  Warrant  Certificate,   notice,  direction,   consent,   certificate,
affidavit,  statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

     (e) Certain Transactions. The Warrant Agent, any of its officers, directors
and employees, in its individual or any other capacity, may become the owner of,
or acquire any interest in, any Warrant Certificates,  with the same rights that
it would have if were not such Warrant  Agent,  officer,  director,  employee or
other  agent,  and, to the extent  permitted by  applicable  law, it or they may
engage or be interested in any financial or other  transaction  with the Company
and may act on, or as depositary, trustee or agent for, any committee or body of
Holders of Warrant  Securities or other  obligations of the Company as freely as
if it were not such Warrant Agent, officer,  director,  employee or other agent.
[Nothing in this Warrant  Agreement shall be deemed to prevent the Warrant Agent
from acting as Trustee under the Indenture.]

     (f) No Liability  for  Interest.  The Warrant  Agent shall not be under any
liability  for interest on any monies at any time received by it pursuant to any
of the  provisions  of this  Agreement  or of the  Warrant  Certificates  unless
otherwise agreed to in writing by the Company and the Warrant Agent.

     (g) No  Liability  for  Invalidity.  The Warrant  Agent shall not incur any
liability  with respect to the validity of this  Agreement or any of the Warrant
Certificates.

     (h) No Responsibility for  Representations.  The Warrant Agent shall not be
responsible for any of the recitals or  representations  contained  herein or in
the  Warrant  Certificates  (except as to the  Warrant  Agent's  Certificate  of
Authentification thereon), all of which are made solely by the Company.

     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform
such duties as are herein and in the Warrant Certificates specifically set forth
and no implied  duties or  obligations  shall be read into this Agreement or the
Warrant  Certificates  against the Warrant Agent. The Warrant Agent shall not be
under any obligation to take any action  hereunder  which may tend to involve it
in any expense or  liability,  the payment of which within a reasonable  time is
not, in its  reasonable  opinion,  assured to it. The Warrant Agent shall not be
accountable  or under any duty or  responsibility  for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or

                                      - 9 -

<PAGE>




     for  the  application  by the  Company  of  the  proceeds  of  the  Warrant
Certificates  or any exercise of the  Warrants  evidenced  thereby.  The Warrant
Agent shall have no duty or responsibility in case of any default by the Company
in the  performance  of its covenants or agreements  contained  herein or in the
Warrant  Certificates or in the Warrant Securities or in the case of the receipt
of any written  demand from a Holder of a Warrant  Certificate  with  respect to
such default,  including,  without limiting the generality of the foregoing, any
duty or  responsibility to initiate or attempt to initiate any proceeding at law
or  otherwise  or,  except as provided in Section  6.4 hereof,  to initiate  any
demand upon the Company.

Section 5.3.  Resignation, Removal and Appointment of Successor.

         (a) The Company  agrees,  for the  benefit of the Holders  from time to
time of the  Warrant  Certificates,  that there  shall at all times be a Warrant
Agent hereunder until all of the Warrants are no longer exercisable.

         (b) The  Warrant  Agent may at any time  resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which it desires its resignation to become effective; [provided that, without
the  consent of the  Company,  such date shall not be less than  [three  months]
after the date on which such notice is given]  [subject to the  appointment of a
successor Warrant Agent and the acceptance of such appointment by such successor
Warrant  Agent,  as hereinafter  provided.]  The Warrant Agent  hereunder may be
removed at any time by the filing with it of an instrument in writing  signed by
or on behalf of the Company and  specifying  such  removal and the date on which
the Company  expects  such  removal to become  effective.  Such  resignation  or
removal  shall take  effect upon the  appointment  by the Company of a successor
Warrant  Agent  (which  shall be a bank or trust  company  organized  and  doing
business  under the laws of the United  States of America,  any State thereof or
the District of Columbia and  authorized  under such laws to exercise  corporate
trust  powers) by an instrument  in writing  filed with such  successor  Warrant
Agent and the acceptance of such  appointment  by such  successor  Warrant Agent
pursuant to Section 5.3(d).  In the event a successor Warrant Agent has not been
appointed and has not accepted its duties within 90 days of the Warrant  Agent's
notice of  removal,  the  Warrant  Agent  may  apply to any  court of  competent
jurisdiction for the designation of a successor Warrant Agent.

         (c) In case at any time the Warrant Agent shall resign,  or be removed,
or shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or shall file a voluntary  petition in bankruptcy or make an assignment  for the
benefit  of its  creditors  or  consent  to the  appointment  of a  receiver  or
custodian  of all or any  substantial  part of its  property,  or shall admit in
writing its inability to pay or meet its debts as they mature,  or if a receiver
or custodian of it or of all or any  substantial  part of its property  shall be
appointed,  or if an order of any court shall be entered  approving any petition
filed by or against it under the  provisions  of any  applicable  bankruptcy  of
similar law or if any public  officer  shall have taken charge or control of the
Warrant Agent or of its property or affairs,  for the purpose of rehabilitation,
conservation or liquidation, a successor

                                     - 10 -

<PAGE>




Warrant Agent  qualified as  aforesaid,  shall be appointed by the Company by an
instrument  in  writing,  filed  with  the  successor  Warrant  Agent.  Upon the
appointment as aforesaid of a successor  Warrant Agent and the acceptance by the
latter of such  appointment,  the Warrant Agent so superseded  shall cease to be
Warrant Agent hereunder.

         (d) Any successor  Warrant Agent  appointed  hereunder  shall  execute,
acknowledge  and deliver to its  predecessor  and to the  Company an  instrument
accepting such  appointment  hereunder,  and thereupon  such  successor  Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
of the authority, rights, powers, trusts, immunities,  duties and obligations of
such  predecessor  with like  effect as if  originally  named as  Warrant  Agent
hereunder,  and such predecessor,  upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such  successor  Warrant  Agent  shall be  entitled  to receive  all monies,
securities  and other property on deposit with or held by such  predecessor,  as
Warrant Agent hereunder.

         (e) Any  corporation  into which the  Warrant  Agent  hereunder  may be
merged or  converted  or any  corporation  with which the  Warrant  Agent may be
consolidated,  or any  corporation  resulting  from any  merger,  conversion  or
consolidation  to which the Warrant Agent shall be a party,  or any  corporation
succeeding to all or  substantially  all of the corporate  trust business of the
Warrant  Agent,  provided that it shall be qualified as aforesaid,  shall be the
successor  Warrant Agent under this Agreement without the execution of filing of
any paper or any further act on the part of any parties hereto.

         (f) The Company may  designate  agencies for the surrender for exercise
of Warrant  Certificates  at such place or places as the Company may  determine,
and the Company  shall keep the Warrant Agent advised of the names and locations
of such  agencies,  if any are so  designated.  The Warrant  Agent shall arrange
directly with such agencies for the delivery of Warrant Securities upon exercise
at  such  agencies.  The  Warrant  Agent  shall  be in  no  way  responsible  or
accountable for the action or failure to act of any agencies designated pursuant
to this Section 5.3(f).

Section 5.4.  Compliance with Applicable Laws.

         The  Warrant  Agent  agrees to comply with all  applicable  Federal and
state laws in respect of the services rendered by it under this Agreement and in
connection  with the Warrants,  including (but not limited to) the provisions of
United States Federal income tax laws regarding information reporting and backup
withholding.  The Warrant Agent  expressly  assumes all liability for failure to
comply with such laws,  including (but not limited to) any liability for failure
to comply with any  applicable  provisions of United States  Federal  income tax
laws regarding information  reporting and backup withholding.  The Warrant Agent
agrees to indemnify  the Company for,  and hold it harmless  against,  any loss,
liability or expense  incurred by the Company arising from the  negligence,  bad
faith or breach of this  Agreement on the part of the Warrant  Agent,  including
the  reasonable  costs and  expenses of  defending  itself  against any claim or
liability in connection therewith.

                                     - 11 -

<PAGE>




                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.1.               Modification, Supplementation or Amendment.

         (a) This  Agreement  may be  modified,  supplemented  or amended by the
parties  hereto,  without the consent of the Holder of any Warrant  Certificate,
for  the  purpose  of  curing  any  ambiguity,  or  of  curing,   correcting  or
supplementing  any  defective  provision  contained  herein  or in such  Warrant
Certificate,  or making such provision in regard to matters or questions arising
under this  Agreement as the Company may deem  necessary or desirable;  provided
that such action shall not adversely  affect the interests of the Holders of the
Warrant  Certificates in any material respect.  The Warrant Agent may, but shall
not be obligated  to, enter into any amendment to this  Agreement  which effects
the Warrant  Agent's own rights,  duties or immunities  under this  Agreement or
otherwise.

         (b) The  Company  and the  Warrant  Agent  may  modify  or  amend  this
Agreement and the Warrant  Certificates,  with the consent of the Holders of not
fewer than a majority  in number of the then  outstanding  unexercised  Warrants
affected by such modification or amendment, for any purpose; provided,  however,
that no such  modification  or amendment  that  increases the Exercise  Price or
shortens  the period of time during  which the  Warrants  may be  exercised,  or
otherwise materially and adversely effects the exercise rights of the Holders of
Warrant  Certificates or reduces the number of outstanding  Warrants the consent
of the  Holders  of which  is  required  for  modification,  supplementation  or
amendment of this Agreement or the Warrant Certificates, may be made without the
consent of each Holder affected thereby.

Section 6.2.  Consolidation and Mergers of the Company and Sales, Leases
              and Conveyances Permitted Subject to Certain Conditions.

         To the extent  permitted in the Indenture,  the Company may consolidate
with,  or sell,  lease or convey all or  substantially  all of its assets to, or
merge with or into any other corporation or other entity.

Section 6.3.  Rights and Duties of Successor Corporation.

         In case of any such  consolidation,  merger,  sale, lease or conveyance
and upon any such  assumption  by the  successor  corporation  or  entity,  such
successor  corporation  or entity shall  succeed to and be  substituted  for the
Company,  with the same effect as if it had been named herein,  and the Company,
except in the event of a lease,  shall be  relieved  of any  further  obligation
under this Agreement and the Warrants. Such successor or assuming corporation or
entity shall expressly assume,  by an amendment to this Agreement,  executed and
delivered to the Warrant Agent, in form  satisfactory to such Warrant Agent, the
due and punctual  payment of any and all amounts payable by the Company pursuant
to this Agreement and the performance of every

                                     - 12 -

<PAGE>




covenant  of this  Agreement  on the  part of the  Company  to be  performed  or
observed. Such successor corporation or entity thereupon may cause to be signed,
and may issue either in its own name or in the name of the  Company,  any or all
of the Warrant  Securities  issuable  pursuant to the terms  hereof.  All of the
Warrant  Securities so issued shall in all respects have the same legal rank and
benefit under the Indenture as the Warrant Securities  theretofore or thereafter
issued in accordance with the terms of this Agreement and the Indenture.

         In case of any such consolidation,  merger,  sale, lease or conveyance,
such changes in  phraseology  and form (but not in substance) may be made in the
Warrant Securities thereafter to be issued as may be appropriate.

Section 6.4.  Notices and Demands to the Company and Warrant Agent.

         If the Warrant  Agent shall  receive any notice or demand  addressed to
the Company by the Holder of a Warrant Certificate pursuant to the provisions of
the Warrant  Certificates,  the Warrant Agent shall promptly forward such notice
or demand to the Company.

Section 6.5.  Governing Law.

         This Agreement and each Warrant  Certificate  issued hereunder shall be
governed by and construed in accordance with the laws of the State of New York.

Section 6.6.  Addresses.

     Any  communications  from the Company to the Warrant  Agent with respect to
this  Agreement  shall  be  addressed  to [name of  Warrant  Agent],  [address],
[facsimile:  [ ]] [telephone:  [ ]], Attention:  [ ] and any communications from
the  Warrant  Agent,  to the Company  with  respect to this  Agreement  shall be
addressed to 360(degree)  Communications Company, 8725 W. Higgins Road, Chicago,
Illinois  60631-2702,  facsimile:  (773)  399-2838,  telephone:  (773) 399-2600,
Attention: Treasurer; (or such other address as shall be specified in writing by
the Warrant Agent or by the Company).

Section 6.7.  Notices to Holders of Warrant Certificates.

         Any notice to Holders of Warrant  Certificates  which by any provisions
of this Agreement is required or permitted to be given [If  registered  Warrants
-- by first class mail postage prepaid at such Holder's address as it appears on
the  books  of the  Warrant  Agent  [or  on the  register  of the  Offered  Debt
Securities prior to the Detachable  Date]] [If bearer Warrants -- by publication
at  least  once in a  daily  morning  newspaper  in New  York  City  (which,  if
practicable,  shall be The Wall Street Journal  (Eastern  Edition) and in London
(which, if practicable, shall be the Financial Times of London)].



                                     - 13 -

<PAGE>




Section 6.8.  Delivery of Prospectus.

         The Company will furnish to the Warrant  Agent  sufficient  copies of a
prospectus,  appropriately supplemented, relating to the Warrant Securities (the
"Prospectus"),  and the Warrant  Agent  agrees  that,  upon the  exercise of any
Warrant Certificate,  the Warrant Agent will deliver to the person designated to
receive Warrant  Securities,  prior to or concurrently with the delivery of such
Warrant Securities, a Prospectus.

Section 6.9.  Obtaining of Governmental Approvals.

         The  Company  will  from  time to time  take all  action  which  may be
necessary  to  obtain  and keep  effective  any and all  permits,  consents  and
approvals of  governmental  agencies and authorities and securities acts filings
under United States Federal and state laws (including,  without limitation,  the
maintenance of the  effectiveness of a registration  statement in respect of the
Warrant  Securities under the Securities Act of 1933, as amended),  which may be
or become required in connection with exercise of the Warrant  Certificates  and
the original issuance and delivery of the Warrant Securities.

Section 6.10.  Persons Having Rights Under Warrant Agreement.

         Nothing in this Agreement  expressed or implied and nothing that may be
inferred from any of the provisions  hereof is intended,  or shall be construed,
to confer upon,  or give to, any person or  corporation  other than the Company,
the Warrant Agent and the Holders of the Warrant  Certificates any right, remedy
or claim under or by any reason of this Agreement or of any covenant, condition,
stipulation,  promise  or  agreement  hereof;  and  all  covenants,  conditions,
stipulations,  promises and agreements in this  Agreement  shall be for the sole
and exclusive  benefit of the Company and the Warrant Agent and their successors
and of the Holders of the Warrant Certificates.

Section 6.11.  Headings.

         The Article and Section  headings  herein and the Table of Contents are
for convenience of reference only and shall not affect the construction hereof.

Section 6.12.  Counterparts.

         This Agreement may be executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original; but such counterparts shall
together constitute but one and the same instrument.

Section 6.13.  Inspection of Agreement.

     A copy of this Agreement shall be made available at all reasonable times at
the principal

                                     - 14 -

<PAGE>




     corporate trust office of the Warrant Agent [and at ] for inspection by the
Holder of any Warrant Certificate.  [If bearer Warrants -- The Warrant Agent may
require such Holder to submit his Warrant Certificate for inspection by it.]


                                     - 15 -

<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written


                       360(degree) COMMUNICATIONS COMPANY



                                     By:
                                     Title:

(SEAL)


Attest:



Title:




                                     [Name of Warrant Agent]



                                     By:
                                     Title:

(SEAL)


Attest:



Title:




<PAGE>




                                    EXHIBIT A

                                     [Face]

                          (FORM OF WARRANT CERTIFICATE)


Form of Legend if Offered Debt         [Prior to                 , this Warrant
Securities with Warrants which are not Certificate may be [transferred or]
immediately detachable:                exchanged if and only if the [Title of
                                       Offered Debt Security] to which it was
                                       initially attached is so [transferred or]
                                       exchanged.]

Form of Legend if Warrants are not     [Prior to                 , Warrants
immediately exercisable:               evidenced by this Warrant Certificate
                                       cannot be exercised.]

                    EXERCISABLE ONLY IF AUTHENTICATED BY THE
                        WARRANT AGENT AS PROVIDED HEREIN

                    VOID AFTER THE CLOSE OF BUSINESS ON , 19


                       360(degree) COMMUNICATIONS COMPANY


                        Warrant Certificate representing
                              Warrants to purchase
                          [Title of Warrant Securities]
                               as described herein




<PAGE>




No.                                                                 Warrants

        This certifies  that [the bearer is the] [ or registered  assigns is the
registered]  owner of the above  indicated  number  of  Warrants,  each  Warrant
entitling  such [bearer [If Offered Debt  Securities  and Warrants which are not
immediately  detachable  --,  subject to the bearer  qualifying as a "Holder" of
this  Warrant  Certificate,  as  hereinafter  defined]]  [registered  owner]  to
purchase,  at any time  [after the close of business on , 19 , and] at or before
the  close of  business  on , 19 , $  principal  amount  of  [Title  of  Warrant
Securities]  (the "Warrant  Securities") of 360(degree)  Communications  Company
(the  "Company")  issued or to be issued  under the  Indenture  (as  hereinafter
defined),  on the  following  basis.  [During  the period  from , 19 through and
including , 19 ,] each Warrant shall entitle the Holder thereof,  subject to the
provisions  hereof, to purchase from the Company the principal amount of Warrant
Securities stated above in this Warrant Certificate at the exercise price of
   % of the principal amount thereof [plus accrued amortization,  if any, of the
original discount of the Warrant  Securities]  [plus accrued  interest,  if any,
from the most  recent  date  from  which  interest  shall  have been paid on the
Warrant  Securities  or, if no  interest  shall  have  been paid on the  Warrant
Securities, from , 19 ]; [in each case, the original issue discount ($
           for each  $1,000  principal  amount of  Warrant  Securities)  will be
amortized at a % annual rate,  computed on a[n] [semi-]  annual basis [, using a
360-day year  consisting of twelve 30-day  months] (the "Exercise  Price").  The
Holder of this Warrant  Certificate may exercise the Warrants  evidenced hereby,
in whole or in part, by surrendering this Warrant Certificate, with the purchase
form set forth hereon duly completed, accompanied [by payment in full, in lawful
money of the  United  States  of  America,]  [in cash or by  certified  check or
official bank check in New York Clearing  House funds] [by bank wire transfer in
immediately available funds] [by surrender of the [specified aggregate principal
amount of  [identified  securities]],  of the  Exercised  Price for each Warrant
exercised, to the Warrant Agent (as hereinafter defined), at the corporate trust
office of [name of  Warrant  Agent],  or its  successor  as  Warrant  Agent (the
"Warrant  Agent") [or at ,] at the address  specified on the reverse  hereof and
upon  compliance  with and subject to the conditions set forth herein and in the
Warrant  Agreement (as  hereinafter  defined).  This Warrant  Certificate may be
exercised only for the purchase of Warrant Securities in the principle amount of
[$1,000] or any integral multiple thereof.

        The term "Holder" as used herein shall mean [If Offered Debt  Securities
and  Warrants  which  are not  immediately  detachable  --,  prior  to , 19 (the
"Detachable  Date"), the [bearer]  [registered owner] of the Company's [title of
Offered Debt  Securities]  (the "Offered  Debt  Security") to which such Warrant
Certificate was initially attached, and after such Detachable Date,] [the bearer
of such  Warrant  Certificate]  [the person  whose name at the time such Warrant
Certificate  shall be registered  upon the books to be maintained by the Warrant
Agent for that  purpose  pursuant to Section 3.1 of the  Warrant  Agreement  (as
hereinafter  defined).]  Any whole number of Warrants  evidenced by this Warrant
Certificate may be exercised to purchase Warrant  Securities in registered form.
Upon any  exercise of fewer than all of the  Warrants  evidenced by this Warrant
Certificate,  there should be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.

                                       A-1

<PAGE>





        This  Warrant  Certificate  is issued under and in  accordance  with the
Warrant  Agreement  dated  as of , 19 (the  "Warrant  Agreement"),  between  the
Company  and the  Warrant  Agent and is  subject  to the  terms  and  provisions
contained in the Warrant  Agreement,  to all of which terms and  provisions  the
Holder of this Warrant Certificate consents by acceptance hereof.  Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ].

        The Warrant  Securities to be issued and delivered  upon the exercise of
Warrants  evidenced  by this  Warrant  Certificate  will be issued  under and in
accordance with the Indenture, dated as of [_________],  1997 (the "Indenture"),
as amended or supplemented from time to time,  between the Company and Citibank,
N.A.,  a  corporation  organized  under the laws of the  State of New  York,  as
trustee (such trustee,  and any successor trustee,  the "Trustee"),  and will be
subject to the terms and provisions  contained in the Warrant  Securities and in
the  Indenture.  Copies  of the  Indenture,  including  the form of the  Warrant
Securities,  are on file at the corporate trust office of the Trustee [and at ].
[If Offered Debt Securities and Warrants which are not immediately detachable --
Prior to the  Detachable  Date,  this Warrant  Certificate  may be exchanged [or
transferred]  only together with the Offered Debt Security to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction  with,  an  exchange  or transfer  of such  Offered  Debt  Security.
Additionally,  on or prior to the Detachable Date, each transfer of such Offered
Debt  Security [on the register of the Offered Debt  Securities]  shall  operate
also to transfer this Warrant Certificate.  After the Detachable Date, this] [If
Offered  Debt  Securities  and  Warrants  which are  immediately  detachable  or
Warrants alone -- This] Warrant  Certificate,  and all rights hereunder,  may be
transferred]  [If bearer Warrants -- by delivery and the Company and the Warrant
Agent may treat the bearer hereof as the owner for all purposes] [If  registered
Warrants -- when surrendered at the address  specified on the reverse hereof [or
] by the  registered  owner  or his  assigns,  in  person  by an  attorney  duly
authorized in writing, in the manner and subject to the limitations  provided in
the Warrant Agreement].

        [If Offered  Debt  Securities  and  Warrants  which are not  immediately
detachable -- Except as provided in the immediately preceding paragraph,  after]
[If Offered Debt  Securities  and Warrants which are  immediately  detachable or
Warrants alone -- After]  authentification by the Warrant Agent and prior to the
expiration  of  this  Warrant  Certificate,  this  Warrant  Certificate  may  be
exchanged at the address  specified  on the reverse  hereof [or at ] for Warrant
Certificates representing the same aggregate number of Warrants.

        This  Warrant  Certificate  shall not entitle the  [bearer]  [registered
owner]  hereof to any rights of a Holder of the Warrant  Securities,  including,
without limitation,  the right to receive payments of principal of (and premium,
if any) or interest,  if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.

     Reference  is  hereby  made  to the  further  provisions  of  this  Warrant
Certificate set forth on

                                       A-2

<PAGE>




the reverse  hereof,  which further  provisions  shall for all purposes have the
same effect as if set forth at this place.

        This  Warrant  Certificate  shall  not be  valid or  obligatory  for any
purpose until countersigned by the Warrant Agent.


                                       A-3

<PAGE>




        IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to
be duly executed under its corporate seal.

        Dated:

                       360(degree) COMMUNICATIONS COMPANY

                                           By
                                           Title:

Attest:



Countersigned:


  As Warrant Agent


By

  Authorized Signature


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                                    [REVERSE]

                          (FORM OF WARRANT CERTIFICATE)
                     (INSTRUCTIONS FOR EXERCISE OF WARRANTS)

        To exercise any Warrants  evidenced  hereby,  the Holder of this Warrant
Certificate  must pay [in cash or by certified  check or official  bank check in
New York Clearing House funds] [by bank wire transfer in  immediately  available
funds]  [by the  surrender  of the  [specified  aggregate  principal  amount  of
[identified  securities]],  the Exercise  Price in full for each of the Warrants
exercised, to _________________________, Corporate Trust Department,
                , Attn.:  [or ], which  payment  should  specify the name of the
Holder of this Warrant  Certificate and the number of Warrants exercised by such
Holder. In addition,  the Holder of this Warrant Certificate should complete the
information required below and present in person or mail by registered mail this
Warrant Certificate to the Warrant Agent at the addresses set forth below.

                               (FORM OF EXERCISE)

                   (To be executed upon exercise of Warrants.)

        The  undersigned   hereby   irrevocably  elects  to  exercise  Warrants,
represented by this Warrant  Certificate,  to purchase $ principal amount of the
[Title  of  Warrant  Securities]  (the  "Warrant   Securities")  of  360(degree)
Communications  Company and  represents  that he has  tendered  payment for such
Warrant  Securities [in cash or by certified check or official bank check in New
York Clearing House funds] [by wire transfer in immediately available funds] [by
the  surrender  of the  [specified  aggregate  principal  amount of  [identified
securities]]  to the order of 360(degree)  Communications  Company,  c/o: in the
amount of $ in accordance with the terms hereof.  The undersigned  requests that
said principal amount of Warrant  Securities be in [fully  registered]  [bearer]
form,  in  the  authorized  denominations  [,  registered  in  such  names]  and
delivered, all as specified in accordance with the instructions set forth below.


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        If said principal  amount of Warrant  Securities is less than all of the
Warrant Securities  purchasable  hereunder,  the undersigned requests that a new
Warrant Certificate representing the remaining balance of the Warrants evidenced
hereby be issued and delivered to the undersigned unless otherwise  specified in
the instructions below.

Dated:                      , 19                  Name:
      ----------------------    -------          (please print)


(Insert Social Security or other
Identifying Number of Holder)
                                                  Address:




                             Signature[If registered
                              Warrant -- Signature
                          must conform in all respects
                              to name of Holder as
                            specified on the face of
                            this Warrant Certificate
                            and must bear a signature
                           guaranteed by a bank, trust
                           company or member broker of
                           the New York Stock Exchange
                             or other national stock
                                   exchange.]

        This Warrant may be exercised at the following addresses:

                      By hand at:




                      By mail at:





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(Instructions  as to form and  delivery  of Warrant  Securities  and/or  Warrant
Certificates):


                                       A-7

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                   (FORM OF ASSIGNMENT OF REGISTERED WARRANT)

                           (TO BE EXECUTED TO TRANSFER
                            THE WARRANT CERTIFICATE)

     FOR VALUE RECEIVED               hereby sells, assigns and transfers unto

                          Please insert social security
                           or other identifying number



(Please print name and address including zip code)



the  right  represented  by the  within  Warrant  Certificate  and  does  hereby
irrevocably  constitute  and  appoint  ,  Attorney,  to  transfer  said  Warrant
Certificate on the books of the Warrant Agent with full power of substitution.

Dated:                      , 19



     [Signature  must conform in all respects to the name of Holder as specified
on the face of this Warrant Certificate and must bear a signature  guaranteed by
a bank,  trust company or member broker of the New York Stock Exchange (or other
relevant stock exchanges)].


   Signature Guaranteed:

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