EXHIBIT 4.5


                  THE WARRANT  REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT")  OR  ANY  STATE
SECURITIES LAW, AND NEITHER THEY NOR ANY INTEREST  THEREIN MAY BE OFFERED,  SOLD
OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO (i) AN  EFFECTIVE  REGISTRATION
STATEMENT,  OR (ii) AN OPINION OF COUNSEL,  IF SUCH OPINION  SHALL BE REASONABLY
SATISFACTORY   TO  COUNSEL  FOR  THIS   CORPORATION,   THAT  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR OTHER TRANSFER.

No. 2

                          COMMON STOCK PURCHASE WARRANT

                            For the purchase of up to
                                   -1,000,000-
                             Shares of Common Stock
                                       of

                                  HYCOMP, INC.


                  This certifies  that,  for value  received,  SIMMONDS  CAPITAL
LIMITED,  an Ontario  corporation  (the "Holder"),  is entitled to purchase from
HYCOMP,  INC., a corporation  organized  under the laws of the  Commonwealth  of
Massachusetts  (the "Company"),  the aggregate number of shares of Common Stock,
at the option of the Holder,  shown above at any time after 9:00 a.m.,  New York
City time, on October 14, 2000 (the "Issue Date") until 5:00 p.m., New York City
time, on the Expiration Date, at a purchase price per share equal to the Warrant
Price.

                  Section 1.  Definitions.  As used in this Warrant,  and unless
the context requires otherwise, the following terms have the meaning indicated:

                  "Common  Stock"  means the Common  Stock of the  Company,  par
value $.01 per share.

                  "Expiration  Date"  means the Fifth  anniversary  of the Issue
Date.

                  "Warrant Price" has the meaning  assigned in Section 8 hereof,
subject to adjustment as provided in Section 9.

<PAGE>

                  "Warrant"  means  this  Warrant,  as the same may be  amended,
supplemented or modified in accordance with the terms hereof.

                  "Warrant  Shares"  means the shares of Common  Stock issued or
issuable upon exercise of this Warrant.

                  Section 2.  Term of Warrant; Exercise of Warrant.

                  2.1 Term of Warrant.  Subject to the terms hereof,  the Holder
shall have the  right,  which may be  exercised  at any time from and after 9:00
a.m.,  New York City time, on the Issue Date and until 5:00 p.m.,  New York City
time, on the  Expiration  Date, to purchase from the Company the number of fully
paid and  nonassessable  Warrant  Shares  which  the  Holder  may at the time be
entitled to purchase on exercise  hereof.  If and to the extent this  Warrant is
not exercised prior to 5:00 p.m., New York City time, on the Expiration Date, it
shall  become  void and all rights  hereunder  and all rights in respect  hereof
shall cease as of such time.

                  2.2  Exercise of Warrant.  The Warrant may be  exercised  upon
surrender to the Company at its office at:

                  67 Wall Street, Suite 2411
                  New York, New York, 10005
                  Attn: Chief Executive Officer

or such other office as the Company shall notify the Holder, in writing, of this
Warrant,  together  with the Purchase Form  included  herein duly  completed and
signed and upon  payment to the Company of the Warrant  Price (as defined in and
determined in accordance  with the  provisions of Sections 8 and 9 hereof),  for
the  number of Warrant  Shares in  respect  of which this  Warrant is then being
exercised.

                  Unless  otherwise  agreed to by the  Company,  all payments of
such Warrant  Price shall be made by certified or official bank check payable to
the order of the Company.

                  Subject to Section 3 hereof, upon the surrender of the Warrant
and payment of the Warrant  Price as  aforesaid,  the Company  shall cause to be
issued and delivered with all  reasonable  dispatch to or upon the written order
of the  Holder  and in  such  name or  names  as the  Holder  may  designate,  a
certificate or  certificates  for the number of full Warrant Shares so purchased
upon the exercise of this Warrant, together with cash, as provided in Section 10
hereof,  in respect of any  fractional  Warrant Shares  otherwise  issuable upon
surrender.  If permitted by applicable  law, such  certificate  or  certificates
shall be deemed to have been  issued  and any person so  designated  to be named
therein shall be deemed to have become a holder of record of such Warrant Shares
as of the date of the  surrender  of this  Warrant  and  payment of the  Warrant
Price, as aforesaid. Each share of Common Stock that may be issued upon exercise
of this  Warrant  will,  upon such  issuance,  be validly  issued,  fully  paid,
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue  thereof.  The rights of purchase  represented  by this  Warrant  shall be
exercisable,  at the  election  of the Holder  hereof  (subject  to Section  2.1
hereof), either in full or from time to time in part and, in the event that this
Warrant  is  exercised  in  respect  of  less  than  all of the  Warrant  Shares
purchasable  on such  exercise at any time prior to

                                      -2-
<PAGE>

the  Expiration  Date,  a new  Warrant  evidencing  the  right to  purchase  the
remaining Warrant Shares will be issued.

                  Section  3.  Payment  of  Taxes.  The  Company  will  pay  all
documentary stamp and other taxes, if any,  attributable to the initial issuance
of Warrant Shares upon the exercise hereof; provided,  however, that the Company
shall not be required to pay any tax or other  governmental  charge which may be
payable in respect of any  transfer  involved  in the issue or  delivery  of any
certificates or certificates for Warrant Shares in a name other than that of the
Holder,  and the Company  shall not register any such transfer or issue any such
certificate until such tax or governmental charge, if required,  shall have been
paid.

                  Section  4.   Transfer.   Subject  to   compliance   with  the
restrictions on transfer set forth herein and subject to Section 3, this Warrant
shall be  transferable  upon delivery of the Warrant duly endorsed by the Holder
or by his duly authorized  attorney or representative,  or accompanied by proper
evidence of  succession,  assignment  or authority to transfer.  In all cases of
transfer by an attorney,  the original power of attorney,  duly  approved,  or a
copy thereof, duly certified, shall be deposited and remain with the Company. In
case  of  transfer  by  executors,  administrators,  guardians  or  other  legal
representatives,  duly  authenticated  evidence  of  their  authority  shall  be
produced, and may be required to be deposited and remain with the Company in its
discretion.

                  Section 5.  Exchange of Warrant  Certificates.  Subject to the
restrictions  on  transfer  contained  herein  and to such  requirements  as the
Company may reasonably  request to ensure  compliance  with applicable law, this
Warrant may be exchanged for another  certificate or certificates  entitling the
Holder  hereof to  purchase a like  aggregate  number of Warrant  Shares as this
Warrant  shall then entitle the Holder to  purchase.  The Holder shall make such
request in writing  delivered to the Company,  and shall surrender this Warrant,
properly endorsed.  Thereupon,  the Company shall countersign and deliver to the
Holder a new certificate or certificates, as the case may be, as so requested.

                  Section 6. Mutilated or Missing Warrants. In case this Warrant
shall be  mutilated,  lost,  stolen  or  destroyed,  the  Company  shall  issue,
countersign  and deliver in exchange or  substitution  hereof,  a new Warrant of
like tenor and representing an equivalent  right or interest,  but only upon, in
case this Warrant is lost, stolen or destroyed,  receipt of evidence  reasonably
satisfactory to the Company of such loss,  theft or destruction and a reasonable
indemnity  therefor.  The Holder  shall also comply  with such other  reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

                  Section  7.   Reservation  of  Warrant  Shares;   Purchase  of
Warrants.

                  7.1 Reservation of Warrant  Shares.  The Company shall reserve
out of its  authorized  Common  Stock the  number of shares of Common  Stock set
forth on the first page hereof for issuance upon  exercise of this Warrant.  The
Company shall at all times hereafter until the Expiration Date keep reserved out
of its authorized Common Stock, for issuance upon exercise of this Warrant,  all
of the shares not  theretofore  issued  upon such  exercise.  If at any time the
number of shares of  authorized  Common Stock shall not be  sufficient to effect
the exercise of this Warrant, the Company will take such corporate action as may
be necessary to

                                      -3-
<PAGE>

increase its authorized but unissued  Common Stock,  to such number of shares as
shall be sufficient for such purpose.

                  Section 8.  Warrant  Price.  Subject to Section 9 hereof,  the
price at which  Warrant  Shares shall be  purchasable  upon exercise of Warrants
(the "Warrant Price) shall be $1.50 per share.

                  Section 9.  Adjustment  of Warrant Price and Number of Warrant
Shares. The number and kind of securities  purchasable upon the exercise of this
Warrant and the Warrant Price shall be subject to  adjustment  from time to time
upon the happening of certain  events,  in each case  occurring on and after the
date hereof, as hereinafter described.

                  9.1 Adjustment.  The number and kind of securities purchasable
upon the  exercise of this  Warrant  and the  Warrant  Price shall be subject to
adjustment as follows:

                  (a) In  case  the  Company  shall  (i) pay a  dividend  on its
outstanding Common Stock in shares of Common Stock or make a distribution to all
holders  of its  outstanding  Common  Stock in  shares  of  Common  Stock,  (ii)
subdivide its outstanding shares of Common Stock into a greater number of shares
of Common  Stock,  (iii) combine its  outstanding  shares of Common Stock into a
smaller  number of shares of Common Stock or (iv) issue by  reclassification  of
its shares of Common Stock other  securities of the Company  (including any such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the surviving corporation),  the number of Warrant Shares purchasable
upon  exercise  hereof  immediately  prior thereto shall be adjusted so that the
Holder upon exercise  hereof shall be entitled to receive the kind and number of
such Warrant Shares or other securities of the Company which it would have owned
or have been  entitled  to  receive  after the  happening  of any of the  events
described  above  had  this  Warrant  been  exercised  immediately  prior to the
happening of such event or any record date with respect  thereto.  An adjustment
made pursuant to this  paragraph  (a) shall become  effective on the date of the
dividend payment, subdivision, combination or issuance retroactive to the record
date with respect thereto, if any, for such event. Such adjustment shall be made
successively whenever such an issuance is made.

                  (b) In case the Company shall distribute to all holders of its
outstanding  Common Stock evidences of its  indebtedness or assets or securities
other than such Common Stock (excluding  regular cash dividends and dividends or
distributions  referred  to in  paragraph  (a)  above)  or  rights,  options  or
warrants,  or convertible or  exchangeable  securities,  containing the right to
subscribe for or purchase  shares of Common Stock,  then in each case the number
of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall
be  determined  by  multiplying  the number of such Warrant  Shares  theretofore
purchasable  upon the  exercise  of this  Warrant  by a  fraction,  of which the
numerator  shall be the then current  market price per share of Common Stock (as
determined  in  accordance  with  paragraph  (d)(3)  below)  on the date of such
distribution,  and of which the  denominator  shall be the then  current  market
price  per  share of  Common  Stock,  less  the then  fair  value  per  share of
outstanding  Common  Stock  (as  determined  by the  Board of  Directors  of the
Company, whose good faith determination shall be conclusive) of the evidences of
indebtedness,  assets or securities so distributed or of such rights, options or
warrants,  or of such  convertible or exchangeable  securities.  Such adjustment
shall be made  successively  whenever any such  distribution  is made, and shall
become effective on the date of

                                      -4-
<PAGE>

distribution   retroactive  to  the  record  date  for  the   determination   of
shareholders entitled to receive such distribution.  No further adjustment shall
be made for the actual issuance of Common Stock upon the conversion, exercise or
exchange of any rights,  options,  warrants  or other  securities  in respect of
which adjustment has been made pursuant to this paragraph (b).

                  (c)  After the  Common  Stock is first  traded  on a  national
securities  exchange  (including the NASDAQ Stock  Market),  in case the Company
shall  issue  shares of Common  Stock (or  rights,  options,  warrants  or other
securities  convertible  into or exercisable or  exchangeable  for Common Stock)
(excluding  (i)  shares of Common  Stock  issued in or as a result of any of the
transactions  described  in  paragraph  (a) or (b) above,  (ii) shares of Common
Stock issuable upon exercise of stock options or similar rights granted or to be
granted to  directors,  employees,  consultants,  contractors  or other  agents,
representatives  or  professionals  of the Company pursuant to a stock option or
similar plan approved by the shareholders of the Company, (iii) shares of Common
Stock issued to directors,  employees,  consultants,  contractors,  licensees or
other agents,  representatives  or  professionals of the Company pursuant to any
compensation plan or agreement approved by the shareholders of the Company, (iv)
shares of Common  Stock issued  pursuant to a dividend or interest  reinvestment
plan,  or (v) shares of Common Stock issued in a public  offering at a price per
share that is not less than 95% of the then current market price) at a price per
share below the then current market price,  then in each such case the number of
Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be
determined by multiplying the number of Warrant Shares  theretofore  purchasable
upon the exercise of this Warrant by a fraction, the numerator of which shall be
the number of shares of Common Stock  outstanding  on the date of such  issuance
(including  the shares of Common Stock issued on the date of such  issuance) and
the  denominator  of which shall be an amount  equal to the sum of (i) the total
number of shares of Common Stock outstanding  immediately prior to such issuance
plus (ii) the number of shares which the  aggregate  consideration  received for
such  issuance  would  purchase at the current  market price per share of Common
Stock (as determined in accordance  with paragraph  (d)(3) below) at such record
date.

                  (d)  (1) For the  purposes  of  paragraph  (c)  above,  if the
Company shall issue any security,  option, warrant or other right which directly
or  indirectly  may be converted  into or  exercised or exchanged  for shares of
Common Stock, the Common Stock issuable upon conversion, exercise or exchange of
such  securities or rights shall  thereupon be deemed to have been issued and to
be  outstanding,  and the  relevant  price  per  share of  Common  Stock and the
consideration  received by the Company upon conversion,  exercise or exchange of
such   securities  or  rights  shall  be  deemed  to  include  the  sum  of  the
consideration  received  for the issuance of such  securities  or rights and the
minimum  additional  consideration  payable  upon the  conversion,  exercise  or
exchange of such securities or rights.  No further  adjustment shall be made for
the actual issuance of Common Stock upon the conversion, exercise or exchange of
any such security or right.

                       (2) For purposes of paragraph  (c) above,  the  following
shall also be  applicable:  In case the Company shall issue shares of its Common
Stock for a  consideration  wholly or partly other than cash,  the amount of the
consideration  other than cash received by the Company shall be deemed to be the
fair value of such  consideration  as  determined  in good faith by the Board of
Directors of the Company.  Consideration received by the Company for issuance

                                      -5-
<PAGE>

of its Common Stock shall be determined in all cases without deduction therefrom
of any expenses,  underwriting commissions or concessions incurred in connection
therewith.

                       (3) For the purpose of any  computation  under  paragraph
(b) or (c) of this Section, the "current market price per share" of Common Stock
at any date shall be the average of the daily closing  prices for 20 consecutive
trading days commencing 30 trading days before the date of such computation. The
"closing price" for each day shall be the last such reported sales price regular
way or, in case no such  reported  sale takes place on such day,  the average of
the closing bid and asked  prices  regular way for such day, in each case on the
principal national  securities  exchange on which the shares of Common Stock are
listed or admitted  to trading  or, if not listed or  admitted  to trading,  the
average  of the  high  bid and low  asked  prices  of the  Common  Stock  in the
over-the-counter  market as reported by NASDAQ or any comparable  system. In the
absence of one or more such  quotations,  the Board of  Directors of the Company
shall in good faith  determine  the  current  market  price on the basis of such
quotations or formula as it considers appropriate,  which determination shall be
conclusive.

                  (e) In any case in which this  Section 9.1 shall  require that
any  adjustment  in the  number  of  Warrant  Shares  be  made  effective  as of
immediately  after a record date for a specified event, the Company may elect to
defer until the occurrence of the event the issuing to the Holder of the Warrant
Shares or other capital stock of the Company issuable upon the exercise over and
above the Warrant Shares or other capital stock of the Company issuable upon the
exercise of this Warrant prior to such adjustment;  provided,  however, that the
Company shall deliver to the Holder a due bill or other  appropriate  instrument
evidencing  the  Holder's  right to  receive  such  additional  shares  upon the
occurrence of the event requiring such adjustment.

                  (f) No adjustment in the number of Warrant Shares  purchasable
hereunder shall be required unless such adjustment  would require an increase or
decrease  of at  least  one  percent  (1%)  in  the  number  of  Warrant  Shares
purchasable  upon the  exercise of this  Warrant;  provided,  however,  that any
adjustments  which by reason of this  paragraph  (f) are not required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All calculations shall be made to the nearest one one-hundredth of a share.

                  (g)  Whenever  the  number  of shares  of the  Warrant  Shares
purchasable  upon the  exercise  of this  Warrant is  adjusted,  as  provided in
paragraph  (a),  (b) or (c) of this  Section,  the Warrant  Price  payable  upon
exercise of this Warrant  shall be adjusted by  multiplying  such Warrant  Price
immediately prior to such adjustment by a fraction, of which the numerator shall
be the number of Warrant  Shares  purchasable  upon the exercise of this Warrant
immediately prior to such adjustment,  and of which the denominator shall be the
number of such Warrant  Shares  purchasable  immediately  thereafter;  provided,
however, that in no event shall the Warrant Price be less than the par value, if
any, of a share of Common Stock.

                  (h) No adjustment in the number of Warrant Shares  purchasable
upon the  exercise  of this  Warrant  need be made under  paragraph  (b) of this
Section if the Company issues or distributes to the Holder the rights,  options,
warrants,  convertible or exchangeable securities,  evidences of indebtedness or
assets referred to in those paragraphs which the Holder would have been entitled
to receive had the Warrant been  exercised  prior to the happening of such event
or


                                      -6-
<PAGE>


the record date with respect thereto. No adjustment need be made for a change in
the par value of the Warrant Shares.

                  (i) For the purpose of this  subsection  9.1, the term "shares
of Common  Stock",  shall mean (i) the class of stock  designated  as the Common
Stock of the Company, par value $.01 per share, or (ii) any other class of stock
resulting  from  successive  changes  or  reclassifications  of such  respective
classes of shares  consisting  solely of changes in par value, or from par value
to no par  value,  or from no par value to par  value.  In the event that at any
time,  as a result of an adjustment  made  pursuant to paragraph (a) above,  the
Holder shall become  entitled to purchase  any  securities  other than shares of
Common Stock, thereafter the number of such other securities so purchasable upon
exercise  of this  Warrant  and the Warrant  Price of such  securities  shall be
subject  to  adjustment  from  time to time in a manner  and on terms as  nearly
equivalent as practicable  to the provisions  with respect to the Warrant Shares
contained in paragraphs (a) through (h), inclusive, above, and the provisions of
Section 3 and  subsections  9.2  through  9.6,  inclusive,  with  respect to the
Warrant Shares, shall apply on like terms to any such other securities.

                  9.2  Notice of  Adjustment.  Whenever  the  number of  Warrant
Shares  purchasable  upon the exercise of this  Warrant or the Warrant  Price of
such Warrant Shares is adjusted, as herein provided,  the Company shall promptly
mail by first class, postage prepaid, to the Holder notice of such adjustment or
adjustments.

                  9.3  No  Adjustment  for  Dividends.  Except  as  provided  in
subsection  9.1, no adjustment in respect of any dividends or other  payments or
distributions  made to holders of  securities  shall be made  during the term of
this Warrant or upon the exercise of this Warrant.

                  9.4    Preservation    of   Purchase   Rights   upon   Merger,
Consolidation,  etc. In case of any  consolidation of the Company with or merger
of the Company  with or into another  entity  (whether or not the Company is the
surviving  corporation)  or in case of any sale,  transfer  or lease to  another
entity of all or substantially  all the property of the Company,  the Company or
such successor or purchasing  corporation,  as the case may be, shall execute an
agreement  that the Holder shall have the right  thereafter  upon payment of the
Warrant  Price in  effect  immediately  prior to such  action to  purchase  upon
exercise of this  Warrant the kind and amount of  securities,  cash and property
which it would have owned or have been  entitled to receive  after the happening
of such  consolidation,  merger,  sale,  transfer or lease had this Warrant been
exercised  immediately  prior  to  such  action.  Upon  the  execution  of  such
agreement, this Warrant shall be exercisable only for such securities,  cash and
property. The Company shall furnish to the Holder notice of the execution of any
such agreement. Such agreement shall provide for adjustments,  which shall be as
nearly equivalent as may be practicable to the adjustments  provided for in this
Section  9. The  provisions  of this  subsection  9.4 shall  similarly  apply to
successive consolidations, mergers, sales, transfers or leases.

                  9.5 Other  Adjustment.  If any event occurs as to which in the
reasonable  opinion of the Holder,  in good faith,  the other provisions of this
Section 9 are not  strictly  applicable  but the lack of any  adjustment  of the
number or kind of  securities  issuable  upon  exercise of this  Warrant and the
Warrant Price would not in the opinion of the Holder  fairly  protect the rights
of the  Holder  in  accordance  with the basic  intent  and  principles  of such


                                      -7-
<PAGE>

provisions, or if strictly applicable would not fairly protect the rights of the
Holder in accordance  with the basic intent and  principles of such  provisions,
then the Holder may appoint a firm of independent  certified public  accountants
of recognized  national  standing (which may be the independent  auditors of the
Company),  which shall give their  opinion  upon the  necessity  and form of any
required  adjustment to the number of Warrant  Shares  issuable upon exercise of
this Warrant and the Warrant Price, on a basis  consistent with the basic intent
and principles  established in the other  provisions of this Section 9 necessary
to preserve,  without dilution,  the exercise rights of the Holder. Upon receipt
of such opinion,  the Company shall  forthwith  make the  adjustments  described
therein.

                  9.6 Statement on Warrant.  Irrespective  of any adjustments in
the  Warrant  Price or the  number or kind of  securities  purchasable  upon the
exercise of this  Warrant,  this  Warrant may continue to express the same price
and number and kind of shares as are stated herein.

                  Section 10.  Fractional  Interests.  The Company  shall not be
required to issue fractional Warrant Shares on the exercise of this Warrant.  If
(a) any fraction of a Warrant  Share would,  except for the  provisions  of this
Section 10, be issuable on the  exercise of this Warrant (or  specified  portion
thereof),  and (b) the Holder shall have paid the amount due upon such  exercise
with respect to such  fractional  share,  then the Company  shall return to such
Holder the amount so paid with respect to such fractional Warrant Share.

                  Section 11.  Registration under the Securities Act. The Holder
represents  and warrants to the Company that it will not dispose of this Warrant
or  any  Warrant  Shares  except  pursuant  to  (i)  an  effective  registration
statement, or (ii) an opinion of counsel, reasonably satisfactory to counsel for
the Company,  that the  proposed  disposition  of the Warrant or Warrant  Shares
would not be in violation of the registration requirements of the Securities Act
or any state  securities  laws.  The Holder  represents  and warrants that it is
acquiring  the Warrant and will  acquire the Warrant  Shares for its own account
and with no  intention  of  distributing  or  reselling  this Warrant or Warrant
Shares or any part thereof in any transaction  that would be in violation of the
registration requirements of the securities laws of the United States of America
or any state,  without prejudice,  however,  to its rights,  consistent with the
provisions of this Warrant,  to sell or otherwise  dispose of all or any part of
this Warrant or any Warrant  Shares under an  effective  registration  statement
under the Securities Act or under an exemption from such registration  available
under the Securities Act.

                  Section 12.  Certificates to Bear Legends.  The Warrant Shares
or other  securities  issued upon exercise of this Warrant shall be subject to a
stop-transfer  order and the  certificate  or  certificates  evidencing any such
Warrant Shares or securities shall bear the following legend by which the Holder
thereof shall be bound:

                  "THE  SHARES  [OR  OTHER   SECURITIES]   REPRESENTED  BY  THIS
CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW, AND NEITHER THEY NOR
ANY  INTEREST  THEREIN  MAY BE OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT
PURSUANT  TO (i) AN  EFFECTIVE  REGISTRATION  STATEMENT,  OR (ii) AN  OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO  COUNSEL  FOR  THIS  CORPORATION,  THAT AN
EXEMPTION

                                      -8-
<PAGE>

FROM REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
IS AVAILABLE IN  CONNECTION  WITH SUCH OFFER,  SALE OR OTHER  TRANSFER.  HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

                  Section  13. No Rights as  Shareholders;  Notices to  Holders.
Nothing  contained in this Warrant  shall be  construed as  conferring  upon the
Holder  the right to vote or to  receive  dividends  or to consent or to receive
notice as a shareholder in respect of any meeting of shareholders of the Company
for the election of the  directors  of the Company or any matter,  or any rights
whatsoever as a shareholder of the Company.  If,  however,  at any time prior to
the  expiration of this Warrant and prior to its exercise,  any of the following
events shall occur:

                  (a) the Company shall declare any dividend  payable in cash or
         in any  securities  upon  its  shares  of  Common  Stock  or  make  any
         distribution to the holders of its shares of Common Stock;

                  (b) the  Company  shall  offer to all holders of its shares of
         Common  Stock  any  additional  shares of  Common  Stock or  securities
         convertible  into or  exchangeable  for  shares of Common  Stock or any
         right to subscribe for or purchase any thereof; or

                  (c) a  dissolution,  liquidation  or winding up of the Company
         (other than in connection with a consolidation,  merger, sale, transfer
         or  lease  of all or  substantially  all of its  property,  assets  and
         business as an entirety) shall be proposed;

then in any one or more of said  events the  Company  shall  give  notice to the
Holder as provided in Section 14 hereof,  such giving of notice to be  completed
at  least  10 days  prior  to the  record  date in the  event  of a  transaction
described  in clause (a) above and at least 20 days prior to the record  date in
the case of a  transaction  referred  to in clause  (b) or (c) above  fixed as a
record date or the date of closing the transfer books for the  determination  of
the  shareholders  entitled  to such  dividend,  distribution,  or  subscription
rights,  or for the  determination of the shareholders  entitled to vote on such
proposed dissolution,  liquidation or winding up. Such notice shall specify such
record  date or the date of  closing  the  transfer  books,  as the case may be.
Failure to mail or receive  such notice or any defect  therein or in the mailing
thereof  shall not affect the  validity of any action taken in  connection  with
such  dividend,   distribution   or  subscription   rights,   or  such  proposed
dissolution, liquidation or winding up.

                  Section 14. Notices. Any notice pursuant to this Warrant shall
be in writing and shall be given by first class,  registered or certified  mail,
return receipt requested,  telecopy, courier service or personal delivery, if to
the Company, at:

         67 Wall Street, Suite 2411
         New York, New York  10005
         Attn: Chief Executive Officer

(or such other address as shall be  communicated by the Company to the Holder by
notice in  accordance  with this  Section  14),  and if to the  Holder,  at such
address  as shall be  communicated

                                      -9-
<PAGE>

by the Holder to the Company by notice in  accordance  with this Section 14 (or,
in the absence of such notice, at such address as otherwise appears on the books
and records of the Company).

                  Section 15. Supplements and Amendments. The provisions of this
Warrant may not be amended, modified or supplemented,  and waiver or consents to
departures  from the  provisions  hereof may not be given,  without  the written
consent of the Holder.

                  Section 16.  Successors.  All the covenants and  provisions of
this  Warrant by or for the benefit of the Company and the Holder shall bind and
inure to the  benefit  of their  respective  successors  and  permitted  assigns
hereunder,  provided that the Company may not assign its rights and  obligations
hereunder except by operation of law.

                  Section 17.  Applicable Law. This Warrant shall be governed by
and  construed  in  accordance  with the laws of the State of New York,  without
giving  effect to principles  of conflicts of laws.  The United States  District
Court for the  Southern  District  of New York or the courts of the State of New
York  shall have  jurisdiction  in any action or  proceeding  arising  out of or
relating to this Warrant.

                  Section  18.  Benefits  of  this  Agreement.  Nothing  in this
Warrant  shall be  construed  to give to any  person  or entity  other  than the
Company and the Holder, any legal or equitable right, remedy or claim under this
Warrant.

                  Section  19.  Captions.  The  captions  of  the  Sections  and
subsections  of this Warrant have been inserted for  convenience  only and shall
have no substantive effect.

                  IN WITNESS WHEREOF, this Warrant has been duly executed, as of
October 14, 1999.

                                        HYCOMP, INC.


                                        By: /s/ Paul K. Hickey
                                           --------------------------------
                                           Name:  Paul K. Hickey
                                           Title: Chairman and Chief Executive
                                                  Officer


                                      -10-
<PAGE>

                                   ASSIGNMENT


                (To be executed only upon assignment of Warrant)


                  For value  received,  _________________________  hereby sells,
assigns and transfers  unto________________________  this Warrant, together with
all right, title and interest therein,  and does hereby  irrevocably  constitute
and appoint  _______________________  attorney,  to transfer this Warrant on the
books of the  within-named  Company with respect to the number of Warrant Shares
set forth below, with full power of substitution:


           Name(s) of                                           No. of
           Assignee(s)                  Address             Warrant Shares
           -----------                  -------             --------------



                  And if said  number  of  Warrant  Shares  shall not be all the
Warrant Shares  issuable upon exercise of this Warrant,  a new certificate is to
be issued  in the name of said  undersigned  for the  balance  remaining  of the
Warrant Shares issuable upon exercise of this Warrant.

                  Dated:______________, 19____


____________________________    NOTE:    The above signature  should  correspond
                                         exactly  with  the  name on the face of
                                         this Warrant.

                                      -11-
<PAGE>


                                SUBSCRIPTION FORM

                    (To be executed upon exercise of Warrant)


HyComp, Inc.:

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of purchase  represented  by this Warrant for, and to purchase  hereunder,
______________  shares of Common  Stock,  as provided  for  herein,  and tenders
herewith  payment  of the  exercise  price  in  full  in the  form  of cash or a
certified or official bank check in the amount of $ .

                  Please issue a certificate or certificates  for such shares of
Common Stock in the name of:

         Name: __________________________

                                  Address:___________________________________

                                  Social Security Number: ____________________



         And if said number of shares shall not be all the shares issuable under
this Warrant,  a new certificate is to be issued in the name of said undersigned
for the balance remaining of the shares issuable thereunder.


         Signature:_____________________________
                               NOTE:     The above signature  should  correspond
                                         exactly with the name on the first page
                                         of this Warrant or with the name of the
                                         assignee  appearing  in the  assignment
                                         form above.


                                      -12-