Robocom Systems International Inc.                                  Exhibit 10.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THAT ACT.

                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                       ROBOCOM SYSTEMS INTERNATIONAL INC.

This certifies that _______________, or any party to whom this Warrant is
assigned in accordance with the terms hereof, is entitled to subscribe for and
purchase _____ shares of the Common Stock, par value $.01 per share, of Robocom
Systems International Inc., a New York corporation, on the terms and conditions
of this Warrant.

      1. Definitions. As used in this Warrant, the term:

            1.1 "Business Day" means any day other than a Saturday, Sunday, or a
day on which banking institutions in the State of New York are authorized or
obligated to be closed by law or by executive order.

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

            1.3 "Corporation" means Robocom Systems International Inc., a New
York corporation, or its successor.

            1.4 "Expiration Date" means November 30, 2004.

            1.5 "Holder" means ____________ or any party to whom this Warrant is
assigned in accordance with the terms hereof.

            1.6 "1933 Act" means the Securities Act of 1933, as amended.

            1.7 "Warrant" means this Warrant and any warrants delivered in
substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.

            1.8 "Warrant Price" means [$1.50] [$2.50] [$4.00] per share of
Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

      2. Exercise of Warrant. At any time before the Expiration Date, the Holder
may exercise the purchase rights represented by this Warrant, in whole or in
part, by surrendering this Warrant (with a duly executed subscription in the
form attached) at the Corporation's principal corporate office (located on the
date hereof in Massapequa, New York) and by paying the Corporation the aggregate
Warrant Price for the shares of Common Stock being purchased.

            2.1 Delivery of Certificates. Within fifteen (15) days after each
exercise of the purchase rights represented by this Warrant, the Corporation
shall deliver a certificate for the shares of Common Stock so purchased to the
Holder and, unless this Warrant has been fully exercised or expired, a new
Warrant representing the balance of the shares of Common Stock subject to this
Warrant.

            2.2 Effect of Exercise. The person entitled to receive the shares of
Common Stock issuable upon any exercise of the purchase rights represented by
this Warrant shall be treated for all purposes as the holder of such shares of
record as of the close of business on the date of exercise.

            2.3 Issue Taxes. The Corporation shall pay all issue and other taxes
that may be payable in respect of any issue or delivery to the Holder of shares
of Common Stock upon exercise of this Warrant.


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<PAGE>

      3. Stock Fully Paid; Reservation of Shares. The Corporation covenants and
agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges. The Corporation further covenants
and agrees that, during the period within which the Holder may exercise the
rights represented by this Warrant, the Corporation shall at all times have
authorized and reserved for issuance enough shares of its Common Stock or other
securities for the full exercise of the rights represented by this Warrant. The
Corporation shall not, by an amendment to its Articles of Incorporation or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant.

      4. Adjustments. The Warrant Price and the number of shares of Common Stock
that the Corporation must issue upon exercise of this Warrant shall be subject
to adjustment in accordance with Sections 4.1 through 4.3.

            4.1 Adjustment to Warrant Price for Combinations or Subdivisions of
Common Stock. If the Corporation at any time or from time to time after the date
hereof (1) declares or pays, without consideration, any dividend on the Common
Stock payable in shares of Common Stock; (2) creates any right to acquire Common
Stock for no consideration; (3) subdivides the outstanding shares of Common
Stock (by stock split, reclassification or otherwise); or (4) combines or
consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall
proportionately increase or decrease the Warrant Price, as appropriate.

            4.2 Adjustments for Reclassification and Reorganization. If the
Common Stock issuable upon exercise of this Warrant changes into shares of any
other class or classes of security or into any other property for any reason
other than a subdivision or combination of shares provided for in Section 4.1,
including without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the Holder
the right, by exercising this Warrant, to purchase the kind and amount of
securities or other property receivable upon any such change by the owner of the
number of shares of Common Stock subject to this Warrant immediately before the
change.

            4.3 Spin Offs. If the Corporation spins off any subsidiary by
distributing to the Corporation's shareholders as a dividend or otherwise any
stock or other securities of the subsidiary, the Corporation shall reserve until
the Expiration Date enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the
same extent as if the Holders owned of record all Common Stock or other
securities subject to this Warrant on the record date for the distribution of
the subsidiary's shares or other securities.

            4.4 Certificates as to Adjustments. Upon each adjustment or
readjustment required by this Section 4, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with this
Section, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.

      5. Fractional Shares. The Corporation shall not issue any fractional
shares in connection with any exercise of this Warrant.

      6. Dissolution or Liquidation. If the Corporation dissolves, liquidates or
winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is taken,
upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation's Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.

      7. Transfer and Exchange.

            7.1 Transfer. Subject to Section 7.3, the Holder may transfer all or
part of this Warrant at


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<PAGE>

any time on the books of the Corporation at its principal corporate office upon
surrender of this Warrant, properly endorsed. Upon such surrender, the
Corporation shall issue and deliver to the transferee a new Warrant or Warrants
representing the Warrants so transferred. Upon any partial transfer, the
Corporation shall issue and deliver to the Holder a new Warrant or Warrants with
respect to the Warrants not so transferred.

            7.2 Exchange. The Holder may exchange this Warrant at any time at
the principal office of the Corporation for Warrants in such denominations as
the Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.

            7.3 Securities Act of 1933. By accepting this Warrant, the Holder
agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with
the 1933 Act, and then only with the recipient's agreement to comply with this
Section 7 with respect to any resale or other disposition of such securities.
The Corporation may make a notation on its records in order to implement such
restriction on transferability. The Corporation shall pay, or reimburse the
Holder for, the costs and expenses of any legal opinion that may be required or
requested by the Corporation in connection with the valid transfer of any
Warrant or the share of Common Stock issuable upon exercise of any Warrants or
in connection with the valid removal of any restrictive legend on any Warrant or
share of Common Stock issued upon the exercise of any Warrant.

      8. Loss or Mutilation. Upon the Corporation's receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.

      9. Successors. All the covenants and provisions of this Warrant shall bind
and inure to the benefit of the Holder and the Corporation and their respective
successors and assigns.

      10. Notices. All notices and other communications given pursuant to this
Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:

            (a)   If to Holder, then to:

                        ___________________________________

                        ___________________________________

                        ___________________________________

            (b)   If to the Corporation, then to:

                        Robocom Systems International Inc.
                        511 Ocean Avenue
                        Massapequa, New York  11758
                        Attention:  Chief Financial Officer

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

                        Eric M. Hellige, Esq.
                        Pryor Cashman Sherman & Flynn LLP
                        410 Park Avenue
                        New York, New York  10022

Such addresses for notices may be changed by any party by notice to the other
party pursuant to this Section 10.

      11. Amendment. This Warrant may be amended only by an instrument in
writing signed by the Corporation and the Holder.

      12. Construction of Warrant. This Warrant shall be construed as a whole
and in accordance with its fair meaning. A reference in this Warrant to any
section shall be deemed to include a reference to every section the number of
which begins with the number of the section to which reference is made. This
Warrant has been negotiated by both parties and its language shall not be
construed for or against any party.


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<PAGE>

      13. Law Governing. This Warrant shall be construed and enforced in
accordance with and governed by the law of the State of New York without regard
to any conflicts of law or choice of forum provisions.

Dated as of  November 30, 1999

                                          ROBOCOM SYSTEMS INTERNATIONAL INC.


                                          By:___________________________________
                                             David Dinin
                                             Chief Executive Officer

Attest:


_____________________________
Secretary


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