THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE
         SECURITIES LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED,
         OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE
         HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION
         OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE
         AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO
         THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
         ACT AND APPLICABLE STATE SECURITIES LAWS.

                            RESEARCH ENGINEERS, INC.

                          Common Stock Purchase Warrant
                                       to
                             Purchase 12,500 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                         BRIDGEWATER CAPITAL CORPORATION


by RESEARCH ENGINEERS, INC., a Delaware corporation (hereinafter called the
"Company", which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company Twelve Thousand, Five Hundred (12,500) fully paid
and nonassessable shares of Common Stock, $.01 par value per share (the "Common
Stock"), at the Exercise Price (as defined below) per share.

         This Warrant shall expire at the close of business on September 14,
2002.

         1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 22700 Savi Ranch Road, Yorba Linda, California 92887 (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and
upon payment to the Company, by cash or by certified check or bank draft, of the
Exercise Price for such shares. The Company agrees that the shares of Common
Stock so purchased shall be deemed to be issued to the Holder as the record
owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares
of Common Stock as aforesaid. Certificates for the shares of Common Stock so
purchased (together with a cash adjustment in lieu of any fraction of a share)
shall be delivered to the Holder within a reasonable time, not exceeding five

                                       -1-
<PAGE>

(5) business days, after the rights represented by this Warrant shall have been
so exercised, and, unless this Warrant has expired, a new Warrant representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been exercised, in all other respects identical with this
Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant
and the same returned to the Holder.

            (b) This Warrant may be exercised to acquire, from and after
the date hereof, the aggregate number of shares of Common Stock set forth on the
first page hereof (subject to adjustments described in this Warrant); provided,
however, the right hereunder to purchase such shares of Common Stock shall
expire at the close of business on September 14, 2002.

         2. This Warrant is being issued by the Company in connection with
certain capital raising activities related to the acquisition by the Company of
NetGuru Systems, Inc.

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting from the Holder's own circumstances, actions or omissions). The
Company covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Certificate of Incorporation, as then
amended.

         4. The Initial Exercise Price is $9.42 per share of Common Stock
("Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

                                       -2-
<PAGE>

                         (i) In the case of any amendment to the Company's
                Certificate of Incorporation to change the designation of the
                Common Stock or the rights, privileges, restrictions or
                conditions in respect to the Common Stock or division of the
                Common Stock, this Warrant shall be adjusted so as to provide
                that upon exercise thereof, the Holder shall receive, in lieu of
                each share of Common Stock theretofore issuable upon such
                exercise, the kind and amount of shares, other securities, money
                and property receivable upon such designation, change or
                division by the Holder issuable upon such exercise had the
                exercise occurred immediately prior to such designation, change
                or division. This Warrant shall be deemed thereafter to provide
                for adjustments which shall be as nearly equivalent as may be
                practicable to the adjustments provided for in this Section 4.
                The provisions of this Subsection 4(i) shall apply in the same
                manner to successive reclassifications, changes, consolidations
                and mergers.

                         (ii) If the Company shall at any time subdivide its
                outstanding shares of Common Stock into a greater number of
                shares of Common Stock, or declare a dividend or make any other
                distribution upon the Common Stock payable in shares of Common
                Stock, the Exercise Price in effect immediately prior to such
                subdivision or dividend or other distribution shall be
                proportionately reduced, and conversely, in case the outstanding
                shares of Common Stock shall be combined into a smaller number
                of shares of Common Stock, the Exercise Price in effect
                immediately prior to such combination shall be proportionately
                increased.

                         (iii) If any capital reorganization or reclassification
                of the capital stock of the Company, or any consolidation or
                merger of the Company with or into another corporation or other
                entity, or the sale of all or substantially all of the Company's
                assets to another corporation or other entity shall be effected
                in such a way that holders of shares of Common Stock shall be
                entitled to receive stock, securities, other evidence of equity
                ownership or assets with respect to or in exchange for shares of
                Common Stock, then, as a condition of such reorganization,
                reclassification, consolidation, merger or sale (except as
                otherwise provided below in this Section 4), lawful and adequate
                provisions shall be made whereby the Holder shall thereafter
                have the right to receive upon the exercise hereof upon the
                basis and upon the terms and conditions specified herein, such
                shares of stock, securities, other evidence of equity ownership
                or assets as may be issued or payable with respect to or in
                exchange for a number of outstanding shares of such Common Stock
                equal to the number of shares of Common Stock immediately
                theretofore purchasable and receivable upon the exercise of this
                Warrant under this Section 4 had such reorganization,
                reclassification, consolidation, merger or sale not taken place,
                and in any such case appropriate provisions shall be made with
                respect to the rights and interests of the Holder to the end
                that the provisions hereof (including, without limitation,
                provisions for adjustments of the Exercise Price and of the
                number of shares of Common Stock receivable upon the exercise of
                this Warrant) shall thereafter be applicable, as nearly as may
                be, in relation to any shares of stock, securities, other
                evidence of equity ownership or assets thereafter deliverable

                                       -3-
<PAGE>

                upon the exercise hereof (including an immediate adjustment, by
                reason of such consolidation or merger, of the Exercise Price to
                the value for the Common Stock reflected by the terms of such
                consolidation or merger if the value so reflected is less than
                the Exercise Price in effect immediately prior to such
                consolidation or merger). Subject to the terms of this Warrant,
                in the event of a merger or consolidation of the Company with or
                into another corporation or other entity as a result of which
                the number of shares of common stock of the surviving
                corporation or other entity issuable to holders of Common Stock,
                is greater or lesser than the number of shares of Common Stock
                outstanding immediately prior to such merger or consolidation,
                then the Exercise Price in effect immediately prior to such
                merger or consolidation shall be adjusted in the same manner as
                though there were a subdivision or combination of the
                outstanding shares of Common Stock. The Company shall not effect
                any such consolidation, merger or sale, unless, prior to the
                consummation thereof, the successor corporation (if other than
                the Company) resulting from such consolidation or merger or the
                corporation purchasing such assets shall assume by written
                instrument executed and mailed or delivered to the Holder, the
                obligation to deliver to the Holder such shares of stock,
                securities, other evidence of equity ownership or assets as, in
                accordance with the foregoing provisions, the Holder may be
                entitled to receive or otherwise acquire. If a purchase, tender
                or exchange offer is made to and accepted by the holders of more
                than fifty (50%) percent of the outstanding shares of Common
                Stock, the Company shall not effect any consolidation, merger or
                sale with the person having made such offer or with any
                affiliate of such person, unless prior to the consummation of
                such consolidation, merger or sale the Holder of this Warrant
                shall have been given a reasonable opportunity to then elect to
                receive upon the exercise of this Warrant the amount of stock,
                securities, other evidence of equity ownership or assets then
                issuable with respect to the number of shares of Common Stock in
                accordance with such offer.

                         (iv) In case the Company shall, at any time prior to
                exercise of this Warrant, consolidate or merge with any other
                corporation or other entity (where the Company is not the
                surviving entity) or transfer all or substantially all of its
                assets to any other corporation or other entity, then the
                Company shall, as a condition precedent to such transaction,
                cause effective provision to be made so that the Holder of this
                Warrant upon the exercise of this Warrant after the effective
                date of such transaction shall be entitled to receive the kind
                and amount of shares, evidences of indebtedness and/or other
                securities or property receivable on such transaction by a
                holder of the number of shares of Common Stock as to which this
                Warrant was exercisable immediately prior to such transaction
                (without giving effect to any restriction upon such exercise);
                and, in any such case, appropriate provision shall be made with
                respect to the rights and interest of the Holder of this Warrant
                to the end that the provisions of this Warrant shall thereafter
                be applicable (as nearly as may be practicable) with respect to
                any shares, evidences of indebtedness or other securities or
                assets thereafter deliverable upon exercise of this Warrant.
                Upon the occurrence of any event described in this Section
                4(iv), the holder of this Warrant shall have the right to (i)
                exercise this Warrant immediately prior to such event at an
                Exercise Price equal to lesser of (1) the then Exercise Price or
                (2) the price per share of Common Stock paid in such event, or
                (ii) retain ownership of this Warrant, in which event,

                                       -4-
<PAGE>

                appropriate provisions shall be made so that the Warrant shall
                be exercisable at the Holder's option into shares of stock,
                securities or other equity ownership of the surviving or
                acquiring entity.

           Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the Holder
of this Warrant. The Company shall make such certificate and mail it to the
Holder promptly after each adjustment.

           No fractional shares of Common Stock shall be issued in connection
with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.

        5. In the event the Company grants rights (other than rights granted
pursuant to a shareholder rights or poison pill plan) to all shareholders to
purchase Common Stock, the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

        6. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.

        7. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's Common Stock, $.01 par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in Section 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to RESEARCH ENGINEERS, INC. by merger, consolidation or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933, as amended, or any successor Federal statute, and the rules and
regulations of the Securities and Exchange Commission, or any other Federal
agency then administering the 1933 Act, thereunder, all as the same shall be in
effect at the time.

         8. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new

                                       -5-
<PAGE>

Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

        9. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

        10. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common Stock issuable upon the exercise of this Warrant with
respect to the rights of the Holder and the Common Stock issuable upon the
exercise of this Warrant, notwithstanding the knowledge of such Holder of any
other agreement or the provisions of any agreement, whether or not known to the
Holder, and the Company represents that there are no agreements inconsistent
with the terms hereof or which purport in any way to bind the Holder of this
Warrant or the Common Stock.

        11. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
California.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of September
14, 1999.


                                         RESEARCH ENGINEERS, INC.


                                         By:  /S/ Jyoti Chatterjee
                                              ----------------------------------
                                                  Jyoti Chatterjee
                                                  President

                                       -6-