SMARTSERV ONLINE, INC.











                          COMMON STOCK PURCHASE WARRANT

                           Expiring November 17, 2000


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                                TABLE OF CONTENTS

                                                                            Page

1.       Exercise of Warrant ................................................  1

         1.1.     Manner of Exercise ........................................  1
         1.2.     When Exercise Deemed Effected .............................  2
         1.3.     Delivery of Stock Certificates, Etc. ......................  2
         1.4.     Company to Reaffirm Obligations ...........................  2

2.       Adjustments ........................................................  3

         2.1.     Number of Shares; Warrant Price ...........................  3
         2.2.     Adjustment of Warrant Price ...............................  3
                  2.2.1.   Issuance of Additional Shares of Common Stock.....  3
                  2.2.2.   Extraordinary Dividends and Distributions ........  3
         2.3.     Treatment of Options and Convertible Securities ...........  4
         2.4.     Treatment of Stock Dividends, Stock Splits, Etc. ..........  6
         2.5.     Computation of Consideration ..............................  6
         2.6.     Adjustments for Combinations. Etc. ........................  8
         2.7.     Dilution in Case of Other Securities ......................  8
         2.8.     Minimum Adjustment of Warrant Price .......................  8

3.       Consolidation, Merger, Sale of Assets, Reorganization, Etc. ........  8
         3.1.     General Provisions.........................................  8
         3.2.     Assumption of Obligations .................................  9

4.       Other Dilutive Events .............................................  10

5.       No Dilution or Impairment .........................................  10

6.       Accountants' Report as to Adjustments..............................  10

7.       Notices of Corporate Action .......................................  11

8.       Restrictions on Transfer ..........................................  11
         8.1.     Restrictive Legends.......................................  11
         8.2.     Notice of Proposed Transfer; Opinions of Counsel .........  12
         8.3.     Termination of Restrictions...............................  13

9.       Registration Under Securities Act, Etc. ...........................  13
         9.1      Registration on Request ..................................  13
         9.2      Incidental Registration ..................................  15

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         9.3.     Registration Procedures ..................................  16
         9.4.     Underwritten Offerings ...................................  19
         9.5.     Preparation; Reasonable Investigation ....................  19
         9.6.     Indemnification ..........................................  20
         9.7.     Registration Rights to Others ............................  22
         9.8.     Rule 144 .................................................  22

10.      Availability of Information .......................................  22

11.      Reservation of Stock. Etc. ........................................  22

12.      Listing on Securities Exchange ....................................  23

13.      Ownership, Transfer and Substitution of Warrants ..................  23
         13.1.    Ownership of Warrants ....................................  23
         13.2.    Transfer and Exchange of Warrants ........................  23
         13.3.    Replacement of Warrants ..................................  23

14.      Definitions .......................................................  23

15.      Remedies ..........................................................  28

16.      No Rights or Liabilities as Stockholder ...........................  28

17.      Notices  ............................................................28

18.      Expiration ........................................................  29

19.      Miscellaneous .....................................................  29

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THIS WARRANT AND ANY SHARES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 AND MAY NOT BE  TRANSFERRED
EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE  STATE  SECURITIES  LAWS. THIS
WARRANT  AND  SUCH  SHARES  ARE  ALSO   SUBJECT  TO  CERTAIN   RESTRICTIONS   ON
TRANSFERABILITY SET FORTH IN THIS WARRANT.

                          Common Stock Purchase Warrant

                           Expiring November 17, 2000

                                                           Stamford, Connecticut
                                                                January 20, 2000

         SMARTSERV  ONLINE,  INC., a Delaware  corporation (the "Company"),  for
value received, hereby certifies that Data Transmission Network Corporation,  or
registered  assigns,  is  entitled to purchase  from the  Company  300,000  duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock,
par value $.01 per share,  of the Company (the  "Common  Stock") at the purchase
price per share of $8.60,  at any time or from time to time prior to 3 P.M., New
York City time, on November 17, 2000,  all subject to the terms,  conditions and
adjustments set forth below in this Warrant.

         This Warrant is issued pursuant to that certain  Agreement dated May 1,
1999,  between the Company and Data Transmission  Network  Corporation (the "DTN
Agreement").  Certain  capitalized  terms used in this  Warrant  are  defined in
Section 14. If a capitalized term used in this Warrant is not defined in Section
14, or elsewhere in this  Warrant,  such term shall have the meaning  given such
term in the DTN Agreement.

         1. Exercise of Warrant.


               1.1.  Manner of  Exercise.  This  Warrant may be exercised by the
holder hereof, in whole or in part, during normal business hours on any Business
Day prior to the  expiration of this Warrant by surrender of this Warrant,  with
the  form of  subscription  at the end  hereof  (or a  facsimile  thereof)  duly
executed by such  holder,  to the Company at its  principal  office (or, if such
exercise shall be in connection with an  underwritten  Public Offering of shares
of Common Stock (or Other Securities)  subject to this Warrant,  at the location
at which the Company shall have agreed to deliver the shares of Common Stock (or
Other Securities) subject to such offering),  accompanied by payment, in cash or
by certified or official bank check payable to the order of the Company,  in the
amount obtained by multiplying (a) the number of shares of Common Stock (without
giving effect to any adjustment therein) designated in such form of subscription
by (b) the Warrant Price, and such holder shall thereupon be entitled to receive

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the number of duly  authorized,  validly  issued,  fully paid and  nonassessable
shares of Common Stock (or Other Securities)  determined as provided in Sections
2 through 4.

               1.2. When Exercise Deemed Effected. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the  Business Day on which this Warrant  shall have been  surrendered  to the
Company as  provided in Section  1.1,  and at such time the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
(or Other  Securities)  shall be  issuable  upon such  exercise  as  provided in
Section  1.3 shall be deemed to have  become  the  holder or  holders  of record
thereof.

               1.3. Delivery of Stock Certificates,  Etc. As soon as practicable
after the exercise of this Warrant, in whole or in part, and in any event within
ten (10) Business Days  thereafter  (unless such exercise shall be in connection
with an  underwritten  Public  Offering  of  shares  of  Common  Stock (or Other
Securities)  subject to this  Warrant,  in which  event  concurrently  with such
exercise),  the Company at its expense (including the payment by it of any taxes
(other than transfer  taxes)  payable by the Company) will cause to be issued in
the name of and delivered to the holder hereof or, subject to Section 8, as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
direct,

               (a)  a  certificate  or  certificates  for  the  number  of  duly
         authorized,  validly  issued,  fully paid and  nonassessable  shares of
         Common  Stock (or  Other  Securities)  to which  such  holder  shall be
         entitled upon such exercise  plus, in lieu of any  fractional  share to
         which such holder would otherwise be entitled,  cash in an amount equal
         to the same fraction of the Market Price per share of such Common Stock
         (or Other  Securities)  on the Business Day next  preceding the date of
         such exercise, and

               (b) in case such  exercise is in part only, a new Warrant of like
         tenor,  calling in the  aggregate on the face thereof for the number of
         shares of Common Stock equal  (without  giving effect to any adjustment
         therein)  to the number of such  shares  called for on the face of this
         Warrant  minus the number of such shares  designated by the holder upon
         such exercise as provided in Section 1.1.

               1.4.  Company to Reaffirm  Obligations.  The Company will, at the
time of or at any time after each exercise of this Warrant,  upon the request of
the holder hereof or of any shares of Common Stock (or Other Securities)  issued
upon such exercise,  acknowledge in writing its continuing  obligation to afford
to  such  holder  all  rights  (including,  without  limitation,  any  right  of
registration of any shares of Common Stock (or Other  Securities)  issuable upon
exercise  of this  Warrant  pursuant  to Section 9) to which such  holder  shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant,  provided  that if any such holder shall fail to make any such request,
the failure shall not affect the continuing  obligation of the Company to afford
such rights to such holder.

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                                      -96-
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         2. Adjustments.


               2.1.  Number of Shares;  Warrant  Price.  The number of shares of
Common Stock which the holder of this Warrant  shall be entitled to receive upon
each exercise  hereof shall be determined by multiplying the number of shares of
Common Stock which would otherwise (but for the provisions of this Section 2) be
issuable upon such  exercise,  as  designated  by the holder hereof  pursuant to
Section  1.1,  by a fraction  of which (a) the  numerator  is $8.60 and (ii) the
denominator  is the Warrant  Price in effect on the date of such  exercise.  The
"Warrant  Price" shall  initially be $8.60 per share,  and shall be adjusted and
readjusted  from time to time as provided in this  Section 2 and, as so adjusted
or readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by this Section 2.

               2.2.  Adjustment of Warrant Price.


                     2.2.1.  Issuance of Additional  Shares of Common Stock.  In
case the  Company,  at any time or from time to time after  April 30,  1999 (the
"Initial  Date"),  shall  issue  or  sell  Additional  Shares  of  Common  Stock
(including  Additional  Shares of Common Stock  deemed to be issued  pursuant to
Section 2.3 or 2.4) without  consideration or for a consideration per share less
than the Base Price in  effect,  in each  case,  on the date of and  immediately
prior to such issue or sale,  then,  and in each such  case,  subject to Section
2.8, such Warrant Price shall be reduced,  concurrently with such issue or sale,
to a price  (calculated to the nearest .001 of a cent) determined by multiplying
such Warrant Price by a fraction,

               (a) the  numerator  of which shall be (i) the number of shares of
         Common Stock  outstanding  immediately prior to such issue or sale plus
         (ii)  the  number  of  shares  of  Common  Stock  which  the  aggregate
         consideration  received  by the  Company  for the total  number of such
         Additional  Shares of Common Stock so issued or sold would  purchase at
         the Base Price, and

               (b) the  denominator  of which  shall be the  number of shares of
         Common Stock outstanding immediately after such issue or sale,

provided that, for the purposes of this Section 2.2.1 (x) immediately  after any
Additional  Shares of Common  Stock are deemed to have been  issued  pursuant to
Section 2.3 or 2.4, such  Additional  Shares shall be deemed to be  outstanding,
and (y) treasury shares shall not be deemed to be outstanding.

                     2.2.2.  Extraordinary Dividends and Distributions.  In case
the  Company  at any time or from time to time  after  the  Initial  Date  shall
declare, order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other securities or
property  or  options  by  way  of  dividend  or   spin-off,   reclassification,
recapitalization or similar corporate  rearrangement) on any Common Stock, other
than (a) a dividend  payable in Additional  Shares of Common Stock or in Options
for Common Stock or (b) a dividend payable in cash, then, and in each such case,

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                                      -97-
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subject to Section 2.8,  the Warrant  Price in effect  immediately  prior to the
close of business on the record date fixed for the  determination  of holders of
any class of securities  entitled to receive such dividend or distribution shall
be reduced,  effective  as of the close of business  on such record  date,  to a
price  (calculated to the nearest .001 of a cent) determined by multiplying such
Warrant Price by a fraction,

               (x) the  numerator of which shall be the Current  Market Price in
         effect  on such  record  date or,  if the  Common  Stock  trades  on an
         ex-dividend basis, on the date prior to the commencement of ex-dividend
         trading, less the value of such dividend or distribution (as determined
         in good faith by the Board of Directors of the Company)  applicable  to
         one share of Common Stock, and

               (y) the denominator of which shall be such Current Market Price.

               2.3. Treatment of Options and Convertible Securities. In case the
Company at any time or from time to time  after the  Initial  Date shall  issue,
sell,  grant or  assume,  or shall fix a record  date for the  determination  of
holders  of any  class  of  securities  entitled  to  receive,  any  Options  or
Convertible  Securities,  then,  and in each such case,  the  maximum  number of
Additional  Shares of Common  Stock  (as set  forth in the  instrument  relating
thereto,  without  regard to any provisions  contained  therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the
case of Convertible  Securities and Options therefor, the conversion or exchange
of such  Convertible  Securities,  shall be deemed to be issued for  purposes of
Section 2.2 as of the time of such issue,  sale, grant or assumption or, in case
such a record  date shall have been  fixed,  as of the close of business on such
record date (or, if the Common Stock trades on an ex-dividend basis, on the date
prior to the commencement of ex-dividend trading), provided that such Additional
Shares of Common  Stock  shall not be  deemed  to have been  issued  unless  the
consideration  per share  (determined  pursuant  to Section  2.5) of such shares
would be less than the Base  Price in effect,  in each case,  on the date of and
immediately prior to such issue,  sale, grant or assumption or immediately prior
to the close of business on such record date (or, if the Common  Stock trades on
an  ex-dividend  basis,  on the date prior to the  commencement  of  ex-dividend
trading),  as the case may be, and provided,  further,  that in any such case in
which Additional Shares of Common Stock are deemed to be issued,

               (a) no further adjustment of the Warrant Price shall be made upon
         the  subsequent  issue or sale of Additional  Shares of Common Stock or
         Convertible  Securities  upon  the  exercise  of  such  Options  or the
         conversion or exchange of such Convertible Securities;

               (b) if such  Options or  Convertible  Securities  by their  terms
         provide, with the passage of time or otherwise, for any increase in the
         consideration  payable to the  Company,  or  decrease  in the number of
         Additional  Shares  of  Common  Stock  issuable,   upon  the  exercise,
         conversion or exchange  thereof (by change of rate or  otherwise),  the
         Warrant  Price  computed  upon  the  original  issue,  sale,  grant  or
         assumption  thereof (or upon the occurrence of the record date, or date
         prior to the commencement of ex-dividend  trading,  as the case may be,
         with respect  thereto),  and any subsequent  adjustments based thereon,

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                                      -98-
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         shall,  upon any such  increase  or  decrease  becoming  effective,  be
         recomputed to reflect such  increase or decrease  insofar as it affects
         such  Options,  or the  rights of  conversion  or  exchange  under such
         Convertible Securities, which are outstanding at such time;

               (c) upon the  expiration  of any such Options or of the rights of
         conversion  or exchange  under any such  Convertible  Securities  which
         shall not have been  exercised  (or upon  purchase  by the  Company and
         cancellation  or  retirement  of any such Options  which shall not have
         been  exercised  or of any such  Convertible  Securities  the rights of
         conversion or exchange under which shall not have been exercised),  the
         Warrant  Price  computed  upon  the  original  issue,  sale,  grant  or
         assumption  thereof (or upon the occurrence of the record date, or date
         prior to the commencement of ex-dividend  trading,  as the case may be,
         with respect  thereto),  and any subsequent  adjustments based thereon,
         shall, upon such expiration (or such cancellation or retirement, as the
         case may be), be recomputed as if:

                           (x) in the case of  Options  for  Common  Stock or of
                  Convertible  Securities,  the only Additional Shares of Common
                  Stock  issued  or sold  were the  Additional  Shares of Common
                  Stock,  if any,  actually  issued or sold upon the exercise of
                  such Options or the conversion or exchange of such Convertible
                  Securities and the consideration  received therefor was (i) an
                  amount equal to (A) the consideration actually received by the
                  Company for the issue,  sale,  grant or assumption of all such
                  Options, whether or not exercised,  plus (B) the consideration
                  actually received by the Company upon such exercise, minus (C)
                  the consideration paid by the Company for any purchase of such
                  Options which were not  exercised,  or (ii) an amount equal to
                  (A) the consideration actually received by the Company for the
                  issue,  sale,  grant or  assumption  of all  such  Convertible
                  Securities  which were actually  converted or exchanged,  plus
                  (B) the additional consideration, if any, actually received by
                  the Company upon such  conversion  or exchange,  minus (C) the
                  consideration  paid by the  Company  for any  purchase of such
                  Convertible  Securities  the rights of  conversion or exchange
                  under which were not exercised, and

                           (y)  in  the   case  of   Options   for   Convertible
                  Securities,  only the Convertible Securities, if any, actually
                  issued or sold upon the  exercise of such  Options were issued
                  at the time of the issue,  sale,  grant or  assumption of such
                  Options, and the consideration received by the Company for the
                  Additional  Shares  of Common  Stock  deemed to have then been
                  issued was an amount equal to (i) the  consideration  actually
                  received  by  the  Company  for  the  issue,  sale,  grant  or
                  assumption of all such Options, whether or not exercised, plus
                  (ii) the  consideration  deemed to have been  received  by the
                  Company  (pursuant  to Section  2.4) upon the issue or sale of
                  the Convertible  Securities with respect to which such Options
                  were actually exercised, minus (iii) the consideration paid by
                  the Company for any  purchase of such  Options  which were not
                  exercised;

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                                      -99-
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                  (d) no  readjustment  pursuant to subdivision (b) or (c) above
         shall have the effect of  increasing  the Warrant Price by an amount in
         excess  of the  amount of the  adjustment  thereof  originally  made in
         respect of the issue,  sale,  grant or  assumption  of such  Options or
         Convertible  Securities,  except as a result of any intervening  events
         causing adjustments therein; and

                  (e) in the  case of any such  Options  which  expire  by their
         terms not more than 30 days  after  the date of issue,  sale,  grant or
         assumption  thereof,  no  adjustment of the Warrant Price shall be made
         until the  expiration or exercise of all such Options,  whereupon  such
         adjustment  shall be made in the manner  provided  in  subdivision  (c)
         above.

         In case at any  time  after  the  Initial  Date  the  Company  shall be
required to increase the number of Additional  Shares of Common Stock subject to
any Option or into which any  Convertible  Securities  (other than the Warrants)
are  convertible  or  exchangeable  pursuant to the  operation of  anti-dilution
provisions  applicable thereto,  such Additional Shares of Common Stock shall be
deemed to be issued for purposes of Section 2.2 as of the time of such increase.

               2.4. Treatment of Stock Dividends, Stock Splits, Etc. In case the
         Company at any time or from time to time after the  Initial  Date shall
         declare or pay any dividend or other distribution on any class of stock
         of the Company  payable in Common Stock,  or shall effect a subdivision
         of the  outstanding  shares of Common  Stock  into a greater  number of
         shares  of Common  Stock  (by  reclassification  or  otherwise  than by
         payment of a dividend in Common  Stock),  then,  and in each such case,
         Additional  Shares of Common  Stock shall be deemed to have been issued
         (a) in the case of any such  dividend,  immediately  after the close of
         business  on the record  date for the  determination  of holders of any
         class of securities  entitled to receive such  dividend,  or (b) in the
         case of any  such  subdivision,  at the  close of  business  on the day
         immediately  prior to the day upon which such corporate  action becomes
         effective.

               2.5.  Computation  of  Consideration.  For the  purposes  of this
         Section 2:


                  (a) The  consideration for the issue or sale of any Additional
         Shares of Common Stock or for the issue,  sale,  grant or assumption of
         any Options or Convertible  Securities,  irrespective of the accounting
         treatment of such consideration, shall

                           (x) insofar as it  consists  of cash,  be computed at
                  the amount of cash received by the Company,  without deducting
                  any   expenses   paid  or  incurred  by  the  Company  or  any
                  commissions or  compensation  paid or concessions or discounts
                  allowed to underwriters,  dealers or others performing similar
                  services and any accrued  interest or dividends in  connection
                  with such issue or sale,

                           (y)   insofar  as  it   consists   of   consideration
                  (including  securities)  other than cash,  be  computed at the
                  fair  value  thereof  at the time of such  issue  or sale,  as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company,  without  deducting  any expenses paid or incurred by
                  the  Company  for  any  commissions  or  compensation  paid or

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                                     -100-
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                  concessions or discounts  allowed to underwriters,  dealers or
                  others performing similar services and any accrued interest or
                  dividends in connection with such issue or sale, and

                           (z) in case  Additional  Shares of  Common  Stock are
                  issued or sold or  Convertible  Securities  are issued,  sold,
                  granted or assumed  together with other stock or securities or
                  other assets of the Company for a  consideration  which covers
                  both,  be the  proportion of such  consideration  so received,
                  computed  as  provided  in  subdivisions  (x) and  (y)  above,
                  allocable  to  such  Additional  Shares  of  Common  Stock  or
                  Convertible Securities,  as the case may be, all as determined
                  in good faith by the Board of Directors of the Company.

                  (b) All Options issued, sold, granted or assumed together with
         other  stock  or  securities  or  other  assets  of the  Company  for a
         consideration  which  covers  both  and  which  does  not set  forth an
         allocation  of  such   consideration  in  the  documentation  for  such
         transaction,   all  Additional  Shares  of  Common  Stock,  Options  or
         Convertible  Securities  issued in  payment  of any  dividend  or other
         distribution  on any class of stock of the Company  and all  Additional
         Shares  of  Common  Stock  issued  to  effect  a  subdivision   of  the
         outstanding  shares of Common Stock into a greater  number of shares of
         Common Stock (by  reclassification  or  otherwise  than by payment of a
         dividend in Common  Stock) shall be deemed to have been issued  without
         consideration.

                  (c)  Additional  Shares  of Common  Stock  deemed to have been
         issued for  consideration  pursuant to Section 2.3, relating to Options
         and Convertible  Securities,  shall be deemed to have been issued for a
         consideration per share determined by dividing

                           (x) the total amount, if any, received and receivable
                  by the Company as consideration for the issue,  sale, grant or
                  assumption  of  the  Options  or  Convertible   Securities  in
                  question,  plus the  minimum  aggregate  amount of  additional
                  consideration  (as  set  forth  in  the  instruments  relating
                  thereto, without regard to any provision contained therein for
                  a subsequent adjustment of such consideration)  payable to the
                  Company  upon  the  exercise  in full of such  Options  or the
                  conversion or exchange of such  Convertible  Securities or, in
                  the case of Options for Convertible  Securities,  the exercise
                  of such Options for Convertible  Securities and the conversion
                  or  exchange  of such  Convertible  Securities,  in each  case
                  computing  such  consideration  as provided  in the  foregoing
                  subdivision (a), by

                           (y) the maximum  number of shares of Common Stock (as
                  set forth in the instruments relating thereto,  without regard
                  to any provision contained therein for a subsequent adjustment
                  of such number)  issuable upon the exercise of such Options or
                  the conversion or exchange of such Convertible Securities.

                  (d) Additional Shares of Common Stock issued or deemed to have
         been  issued  pursuant to the  operation  of  anti-dilution  provisions
         applicable to Convertible Securities (other than the Warrants), Options


                                       10
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         or  other  securities  of  the  Company  (either  as a  result  of  the
         adjustments  provided for by the Warrants or otherwise) shall be deemed
         to have been issued without consideration.

               2.6.  Adjustments for Combinations,  Etc. In case the outstanding
shares of Common Stock shall be combined or consolidated, by reclassification or
otherwise,  into a lesser number of shares of Common Stock, the Warrant Price in
effect   immediately   prior  to  such  combination  or   consolidation   shall,
concurrently  with the  effectiveness of such combination or  consolidation,  be
proportionately increased.

               2.7.  Dilution  in Case of Other  Securities.  In case any  Other
Securities shall be issued or sold or shall become subject to issue or sale upon
the  conversion  or exchange of any Common  Stock (or Other  Securities)  of the
Company (or any issuer of Other  Securities  or any other Person  referred to in
Section 3) or to  subscription,  purchase or other  acquisition  pursuant to any
options  issued or granted by the Company  (or any such other  issuer or Person)
for a consideration  such as to dilute, on a basis consistent with the standards
established  in the other  provisions  of this  Section 2, the  purchase  rights
granted  by  this  Warrant,  then,  and in each  such  case,  the  computations,
adjustments and readjustments provided for in this Section 2 with respect to the
Warrant  Price shall be made as nearly as possible in the manner so provided and
applied to determine the amount of Other Securities from time to time receivable
upon the exercise of this  Warrant,  so as to protect the holder of this Warrant
against the effect of such dilution.

               2.8.  Minimum  Adjustment of Warrant Price.  If the amount of any
adjustment  of the Warrant  Price  required  pursuant to this Section 2 would be
less than  one-tenth  of one percent of the Warrant  Price in effect at the time
such  adjustment  is  otherwise  so  required to be made,  such amount  shall be
carried  forward and  adjustment  with  respect  thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried  forward,  shall aggregate at least one-tenth
of one percent of such Warrant Price;  provided that,  upon the exercise of this
Warrant,  all adjustments  carried  forward and not  theretofore  made up to and
including  the  date  of  such  exercise  shall  be  made  to  the  nearest  one
one-hundredth of a cent.

         3. Consolidation, Merger, Sale of Assets, Reorganization. Etc.


               3.1. General Provisions.  In case the Company,  after the Initial
Date, (a) shall consolidate with or merge into any other Person and shall not be
the continuing or surviving  corporation of such consolidation or merger, or (b)
shall permit any other Person to consolidate  with or merge into the Company and
the Company shall be the continuing or surviving  Person but, in connection with
such consolidation or merger,  Common Stock or Other Securities shall be changed
into or exchanged for cash, stock or other securities of any other Person or any
other property, or (c) shall transfer all or substantially all of its properties
and assets to any other Person, or (d) shall effect a capital  reorganization or
reclassification  of  Common  Stock or Other  Securities  (other  than a capital
reorganization or  reclassification  resulting in the issue of Additional Shares
of Common Stock for which adjustment in the Warrant Price is provided in Section
2.2.1 or 2.2.2),  then,  and in the case of each such  transaction,  the Company


                                       11
                                     -102-
<PAGE>

shall give written notice thereof to the holder of this Warrant not less than 30
days prior to the  consummation  thereof and proper  provision  shall be made so
that, upon the basis and the terms and in the manner provided in this Section 3,
the  holder of this  Warrant,  upon the  exercise  hereof at any time  after the
consummation of such transaction, shall be entitled to receive, at the aggregate
Warrant  Price in effect at the time of such  consummation  for all Common Stock
(or other  Securities)  issuable  upon such exercise  immediately  prior to such
consummation,  in lieu of the Common Stock (or Other  Securities)  issuable upon
such exercise prior to such consummation, the highest amount of cash, securities
or other  property to which such holder would  actually  have been entitled as a
shareholder  upon such  consummation  if such holder had exercised  this Warrant
immediately   prior  thereto,   subject  to  adjustments   (subsequent  to  such
consummation) as nearly  equivalent as possible to the adjustments  provided for
in Section 2 and this Section 3, provided that if a purchase, tender or exchange
offer shall have been made to and  accepted by the holders of Common Stock under
circumstances  in which,  upon  completion of such purchase,  tender or exchange
offer, the maker thereof, together with members of any group (within the meaning
of Section  13(d)(3)  of the  Exchange  Act) of which such maker is a part,  and
together  with any  affiliate or associate of such maker  (within the meaning of
Rule 12b-2  under the  Exchange  Act) and any members of any such group of which
any such affiliate or associate is a part, own beneficially  (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of
Common  Stock,  and if the holder of this Warrant so  designates  in such notice
given to the Company,  the holder of this  Warrant  shall be entitled to receive
the highest  amount of cash,  securities or other  property to which such holder
would actually have been entitled as a shareholder if the holder of this Warrant
had exercised this Warrant prior to the  expiration of such purchase,  tender or
exchange  offer,  accepted  such offer and all of the Common  Stock held by such
holder had been purchased  pursuant to such purchase,  tender or exchange offer,
subject to adjustments (from and after the consummation of such purchase, tender
or exchange offer) as nearly equivalent as possible to the adjustments  provided
for in Section 2 and this Section 3.

               3.2.   Assumption  of   Obligations.   Notwithstanding   anything
contained in this Warrant or the DTN Agreement to the contrary, the Company will
not effect any of the transactions  described in subdivisions (a), (b) or (d) of
Section 3.1 unless, prior to the consummation  thereof,  each Person (other than
the  Company)  which  may be  required  to  deliver  any  cash,  stock  or other
securities  or other  property  upon the  exercise  of this  Warrant as provided
herein  shall  assume,  by  written  instrument  delivered  to,  and  reasonably
satisfactory to, the holder of this Warrant,  (a) the obligations of the Company
under this Warrant (and if the Company  shall survive the  consummation  of such
transaction,  such assumption shall be in addition to, and shall not release the
Company from, any continuing  obligations of the Company under this Warrant) and
(b) the  obligation  to  deliver  to such  holder  such  cash,  stock  or  other
securities or other property as, in accordance with the foregoing  provisions of
this  Section 3, such holder may be entitled to receive,  and such Person  shall
have  similarly  delivered to such holder an opinion of counsel for such Person,
which counsel shall be reasonably satisfactory to such holder, stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the  provisions  of Section 2 and this
Section 3) shall be applicable to the cash,  stock or other  securities or other
property  which such Person may be required to deliver upon any exercise of this
Warrant or the exercise of any rights pursuant hereto.

                                       12
                                     -103-
<PAGE>

         4. Other Dilutive Events. In case any event shall occur as to which the
provisions of Section 2 or Section 3 are not strictly applicable but the failure
to make any adjustment would not fairly protect the purchase rights  represented
by this Warrant in accordance  with the essential  intent and principles of such
sections,  then,  in  each  such  case,  the  Company  shall  appoint  a firm of
independent public accountants of recognized national standing (which may be the
regular  auditors  of the  Company),  which  shall give their  opinion  upon the
adjustment,  if  any,  on a basis  consistent  with  the  essential  intent  and
principles  established  in Sections 2 and 3,  necessary  to  preserve,  without
dilution,  the purchase rights represented by this Warrant. Upon receipt of such
opinion  the Company  will  promptly  mail a copy  thereof to the holder of this
Warrant and shall make the adjustments described therein.

         5. No Dilution or Impairment. The Company will not, by amendment of its
certificate   of   incorporation   or   through   any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such  action as
may be necessary or  appropriate in order to protect the rights of the holder of
this  Warrant  against  dilution  or  other  impairment.  Without  limiting  the
generality  of the  foregoing,  the Company (a) will not permit the par value of
any shares of stock  receivable  upon the exercise of this Warrant to exceed the
amount payable therefor upon such exercise, (b) will take all such action as may
be  necessary or  appropriate  in order that the Company may validly and legally
issue  fully paid and  nonassessable  shares of stock upon the  exercise  of all
outstanding warrants issued by the Company (including this Warrant) from time to
time,  and (c) will not take any action which  results in any  adjustment of the
Warrant  Price  if the  total  number  of  shares  of  Common  Stock  (or  Other
Securities)  issuable  after the action  upon the  exercise  of all  outstanding
warrants  issued by the Company  (including this Warrant) would exceed the total
number of shares of Common Stock (or Other  Securities)  then  authorized by the
Company's  certificate of  incorporation  and available for the purpose of issue
upon such exercise.

         6.  Accountants'  Report  as  to  Adjustments.  In  each  case  of  any
adjustment or readjustment  in the shares of Common Stock (or Other  Securities)
issuable  upon the  exercise of this  Warrant,  the Company at its expense  will
promptly compute such adjustment or readjustment in accordance with the terms of
this Warrant,  and will prepare a certificate of the chief financial  officer of
the  Company  setting  forth such  adjustment  or  readjustment  and  showing in
reasonable  detail the method of  calculation  thereof  and the facts upon which
such  adjustment  or  readjustment  is based,  including  without  limitation  a
statement of (a) the consideration received or to be received by the Company for
any  Additional  Shares  of Common  Stock  issued or sold or deemed to have been
issued,  (b) the number of shares of Common  Stock  outstanding  or deemed to be
outstanding, and (c) the Warrant Price in effect immediately prior to such issue
or sale and as adjusted  and  readjusted  (if  required by Section 2) on account
thereof. The Company will forthwith mail a copy of each such certificate to each
holder of a Warrant and will, upon the written request at any time of the holder
of this  Warrant,  furnish to such holder a like  certificate  setting forth the
Warrant Price at the time in effect and showing in reasonable  detail how it was
calculated.  In addition,  with respect to any fiscal year of the Company during

                                       13
                                     -104-
<PAGE>

which any such adjustment or readjustment shall have been made, the Company will
cause the independent public accountants  reporting upon the Company's financial
statements for such fiscal year to verify,  concurrently with their annual audit
of the Company's  financial  statements,  the  computations  made by the Company
during  such  fiscal  year and to  prepare  and to deliver to the holder of this
Warrant a report setting forth substantially the information  described above in
this  Section 6 with  respect to all such  adjustments  and  readjustments.  The
Company  will  also keep  copies of all such  certificates  and  reports  at its
principal  office and will cause the same to be available for inspection at such
office  during  normal  business  hours by the  holder  of this  Warrant  or any
prospective purchaser of this Warrant designated by the holder thereof.

         7. Notices of Corporate Action. In the event of


                  (a) any taking by the  Company  of a record of the  holders of
         any class of  securities  for the  purpose of  determining  the holders
         thereof who are entitled to receive any dividend or other distribution,
         or any right to subscribe for, purchase or otherwise acquire any shares
         of stock of any  class  or any  other  securities  or  property,  or to
         receive any other right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any  consolidation  or merger  involving the Company and any
         other Person or any transfer of all or substantially  all the assets of
         the Company to any other Person, or

                  (c) any voluntary or involuntary  dissolution,  liquidation or
         winding-up of the Company,

the Company will mail to the holder of this Warrant a notice  specifying (x) the
date or expected date on which any such record is to be taken for the purpose of
such  dividend,  distribution  or right,  and the amount and  character  of such
dividend,  distribution or right, and (y) the date or expected date on which any
such reorganization, reclassification,  recapitalization, consolidation, merger,
transfer, dissolution,  liquidation or winding-up is to take place and the time,
if any such time is to be fixed,  as of which  the  holders  of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other  Securities)  for the securities or other  property  deliverable
upon such  reorganization,  reclassification,  recapitalization,  consolidation,
merger, transfer,  dissolution,  liquidation or winding-up. Such notice shall be
mailed at least 20 days prior to the date therein specified,  in the case of any
date referred to in the foregoing subdivision (x), and at least 30 days prior to
the date therein specified, in the case of the date referred to in the foregoing
subdivision (y).

         8. Restrictions on Transfer.


               8.1. Restrictive  Legends.  Except as otherwise permitted by this
Section 8, each certificate for Common Stock (or Other  Securities)  issued upon
the  exercise  of this  Warrant and each  certificate  issued upon the direct or
indirect  Transfer  of any such  Common  Stock  (or Other  Securities)  shall be

                                       14
                                     -105-
<PAGE>

stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:

         "The shares  represented by this  certificate  have not been registered
         under the Securities  Act of 1933 and may not be transferred  except in
         compliance  with such Act and applicable  state  securities  laws. Such
         shares  are also  subject to certain  restrictions  on  transferability
         imposed by a Common Stock Purchase Warrant expiring  November 17, 2000,
         a copy of which is on file at the offices of the Company."

               8.2. Notice of Proposed Transfer;  Opinions of Counsel.  Prior to
any Transfer of any  Restricted  Securities  which are not  registered  under an
effective registration statement under the Securities Act (other than a Transfer
pursuant to Rule 144 or any comparable  rule under such Act), the holder thereof
will give  written  notice to the Company of such  holder's  intention to effect
such  Transfer and to comply in all other  respects  with this Section 8.2. Each
such notice (a) shall  describe  the manner and  circumstances  of the  proposed
Transfer in sufficient  detail to enable counsel to render the opinions referred
to below, and (b) shall designate counsel for the holder giving such notice (who
may be internal  counsel for such  holder).  The holder  giving such notice will
submit a copy thereof to the counsel  designated  in such notice and the Company
will promptly  submit a copy thereof to its counsel.  The  following  provisions
shall then apply:

                           (x) If in the opinion of such  counsel for the holder
                  the proposed Transfer may be effected without  registration (a
                  copy of which opinion shall be delivered to the Company),  and
                  if such  opinion is  reasonably  satisfactory  to the Company,
                  such holder  shall  thereupon  be  entitled  to Transfer  such
                  Restricted  Securities  in  accordance  with the  terms of the
                  notice  delivered by such holder to the Company.  Each Warrant
                  or certificate, if any, issued upon or in connection with such
                  Transfer  shall bear the  appropriate  restrictive  legend set
                  forth in Section  8.1 unless,  in the opinion of such  counsel
                  and the Company's  counsel,  such legend is no longer required
                  to ensure compliance with the Securities Act.

                           (y) If the opinion of such  counsel for the holder is
                  not to the effect that the  proposed  Transfer  may legally be
                  effected  without  registration of such Restricted  Securities
                  under the Securities Act, such holder shall not be entitled to
                  Transfer such Restricted  Securities (other than in a Transfer
                  pursuant  to  Rule  144  or  any  comparable  rule  under  the
                  Securities Act) until the conditions  specified in subdivision
                  (x) above shall be  satisfied  or until  registration  of such
                  Restricted  Securities  under the  Securities  Act has  become
                  effective.

Notwithstanding the foregoing  provisions of this Section 8.2, the holder of any
Restricted  Securities  shall be  permitted  to  Transfer  any  such  Restricted
Securities  pursuant to Rule 144A under the Securities  Act,  provided that each
transferee  agrees in writing to be bound by all the restrictions on transfer of
such Restricted Securities contained in this Section 8.2.

                                       15
                                     -106-
<PAGE>

               8.3.  Termination of Restrictions.  The  restrictions  imposed by
this Section 8 upon the transferability of Restricted Securities shall cease and
terminate as to any particular  Restricted  Securities (a) when such  securities
shall have been effectively  registered under the Securities Act and disposed of
in  accordance  with  the  registration   statement   covering  such  Restricted
Securities, (b) when, in the opinions of both counsel for the holder thereof and
counsel for the Company,  such  restrictions  are no longer required in order to
ensure  compliance  with the Securities  Act, or (c) when such securities may be
immediately sold by the holder as determined under Rule 144 under the Securities
Act. Whenever such restrictions shall terminate as to any Restricted Securities,
as soon as practicable thereafter and in any event within ten Business Days, the
holder  thereof shall be entitled to receive from the Company,  without  expense
(other than transfer  taxes,  if any),  new securities of like tenor not bearing
the legend set forth in Section 8.1 hereof.

         9. Registration under Securities Act, Etc.


               9.1 Registration on Request.


         (a)  Request.  At any time and from time to time  after  September  30,
1999,  upon the written  request of DTN,  requesting that the Company effect the
registration  under  the  Securities  Act  of  all or  part  of the  Registrable
Securities  and  specifying  the intended  method of  disposition  thereof,  the
Company  will  use its  best  efforts  to  effect  its  registration  under  the
Securities Act, including by means of a shelf registration  pursuant to Rule 415
under the  Securities  Act if so requested in such request (but in the case of a
shelf  registration  only if the Company is then eligible to use Form S-2 or S-3
(or any successor forms)),  of the Registrable  Securities which the Company has
been so  requested to register by DTN for  disposition  in  accordance  with the
intended  method  of  disposition  stated  in such  request,  all to the  extent
requisite to permit the  disposition  (in accordance  with the intended  methods
thereof  as  aforesaid)  of  the  Registrable  Securities  so to be  registered;
provided  that the  Company  shall not be  required  to effect the  registration
pursuant to this  Section 9.1 of any  Warrants  (but shall be required to effect
the registration of Registrable  Securities  described in clauses (b) and (c) of
the definition of Registrable Securities),  and provided,  further, that DTN, by
written  notice to the Company  within 10  Business  Days after its receipt of a
copy of a notice from the  managing  underwriter  delivered  pursuant to Section
9.1(g),  may  withdraw  such  request  and,  on  receipt  of such  notice of the
withdrawal  of such  request  from DTN, the Company may elect not to effect such
registration.  Subject to  subdivision  (g),  the  Company  may  include in such
registration other securities for sale for its own account or for the account of
any other Person.

         (b) Number of  Registrations.  The  Company  shall not be  required  to
effect more than one  registration  pursuant to this Section 9.1,  provided that
such  registration  shall  permit  the  disposition  of  at  least  80%  of  the
Registrable  Securities  issuable to DTN upon  exercise of all of the  Warrants,
provided,  further,  that if one or more such  registrations,  in the aggregate,
shall not permit the disposition of at least 80% of such Registrable Securities,
the Company shall be required to effect one additional  registration pursuant to
this Section 9.1 so that the  aggregate  number of such  Registrable  Securities
shall be at least 80%.

                                       16
                                     -107-
<PAGE>

         (c) Registration  Statement Form. The Company may, if permitted by law,
effect any  registration  requested  under this  Section  9.1 by the filing of a
registration  statement  on Form S-3 (or any  successor  or  similar  short form
registration  statement)  unless, if such registration  involves an underwritten
Public Offering of such Registrable Securities, the managing underwriter of such
Public  Offering  shall notify the Company in writing  that,  in the judgment of
such managing  underwriter,  the use of a more  detailed form  specified in such
notice is of material  importance to the success of the Public  Offering of such
Registrable Securities, in which case such registration shall be effected on the
form so specified.

         (d)  Expenses.  The  Company  will  pay all  Registration  Expenses  in
connection with any registration and sale effected pursuant to this Section 9.1.

         (e)  Selection  of  Underwriters.  If, in the  discretion  of DTN,  any
offering pursuant to this Section 9.1 shall constitute an underwritten offering,
the underwriter or underwriters  thereof shall be selected,  after  consultation
with the Company, by DTN and shall be acceptable to the Company.

         (f) Effective Registration Statement. A registration requested pursuant
to this  Section 9.1 will not be deemed to have been  effected (x) unless it has
become effective,  provided that a registration  which does not become effective
after the Company has filed a registration statement with respect thereto solely
by reason of the refusal to proceed of DTN shall be deemed to have been effected
by the Company at the request of DTN,  unless DTN shall have  elected to pay all
Registration Expenses in connection with such registration, (y) if, after it has
become  effective,  such  registration  is  interfered  with by any stop  order,
injunction or other order or requirement of the Commission or other governmental
agency  or  court  entered  within  one  year  of  the   effectiveness  of  such
registration  if it is a shelf  registration  pursuant  to Rule  415  under  the
Securities  Act  or  entered  within  90  days  of  the  effectiveness  of  such
registration  if other than a shelf  registration,  or (z) if the  conditions to
closing specified in the underwriting  agreement entered into in connection with
such registration are not satisfied other than by reason of some act or omission
by DTN.

         (g) Priority in Requested  Registrations.  If a requested  registration
pursuant to this Section 9.1 involves an underwritten offering, and the managing
underwriter  shall advise the Company in writing  (with a copy to DTN) that,  in
its  opinion,  the total number of  securities  requested to be included in such
registration exceeds the number which can be sold in such offering,  the Company
will  include in any such  registration  to the  extent of the number  which the
Company  is so  advised  can be sold in such  offering  (x)  first,  Registrable
Securities requested to be included in such registration by DTN, (y) second, any
securities  proposed  by the  Company  to be sold for its own  account,  and (z)
third,  Other  Securities  of  the  Company  proposed  to be  included  in  such
registration, in accordance with the priorities, if any, then existing among the
Company and the holders of such other securities.

         (h) Company  Request for Delay.  Except with respect to a  registration
statement  covering a shelf  registration,  the  Company  shall be  entitled  to
postpone for a reasonable period of time (but not exceeding 180 days) the filing

                                       17
                                     -108-
<PAGE>

of any registration  statement otherwise required to be prepared and filed by it
pursuant  to  this  Section  9.1 if  the  Board  of  Directors  of  the  Company
determines,  in its reasonable  judgment,  that such  registration  and offering
would interfere with any financing,  acquisition,  corporate  reorganization  or
other  material  transaction  involving the Company or any of its affiliates and
promptly  gives DTN written notice of such  determination,  containing a general
statement  of  the  reasons  for  such  postponement  and  approximation  of the
anticipated delay. If the Company shall so postpone the filing of a registration
statement,  DTN shall have the right to withdraw the request for registration by
giving  written notice to the Company within 30 days after receipt of the notice
of postponement and, in the event of such withdrawal,  such request shall not be
counted for  purposes  of the  requests  for  registration  to which  holders of
Registrable Securities are entitled pursuant to Section 9.1.

         (i) Shelf Registration  Statement.  The Company shall be deemed to have
complied  with a request for  registration  made by DTN pursuant to this Section
9.1  if,  at the  time  of such  request,  there  shall  be an  effective  shelf
registration  statement on file with the  Commission  pursuant to Rule 415 under
the Securities Act covering the Registrable  Securities which such holders shall
have requested to be registered,  if such registration  statement  complies with
the  provisions  of this  Section  9.1  and of  Section  9.3 and if the  Company
otherwise  fulfills the  requirements  of Section 9.1 and 9.3 in respect of such
registration.

               9.2 Incidental Registration.


         (a)  Right  to  Include  Registrable  Securities.  Notwithstanding  any
limitation  contained  in Section 9.1, if the Company at any time on or prior to
April 30, 2005 proposes to register any of its  securities  under the Securities
Act (other than by a registration on Form S-4 or S-8 or any successor or similar
forms),  whether or not for sale for its own  account,  in a manner  which would
permit  registration of Registrable  Securities for sale to the public under the
Securities  Act, it will each such time give prompt written notice to DTN of its
intention to do so and of DTN's rights under this Section 9.2.  Upon the written
request of DTN made  within 20 days  after  receipt  of any such  notice  (which
request shall specify the Registrable  Securities  intended to be disposed of by
DTN and the intended  method of disposition  thereof),  the Company will use its
best  efforts  to  effect  the  registration  under  the  Securities  Act of all
Registrable  Securities  which the Company has been so  requested to register by
DTN, to the extent  requisite to permit the  disposition (in accordance with the
intended  methods thereof as aforesaid) of the  Registrable  Securities so to be
registered,  by inclusion of such  Registrable  Securities  in the  registration
statement  which covers the securities  which the Company  proposes to register,
provided that (x) the Company  shall not be required to effect the  registration
pursuant to this  Section 9.2 of any  Warrants  (but shall be required to effect
the registration of Registrable  Securities  described in clauses (b) and (c) of
the definition of Registrable  Securities)  and (y) if, at any time after giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to DTN and, thereupon, (i) in the case of a
determination  not to register,  shall be relieved of its obligation to register
any Registrable  Securities in connection with such  registration  (but not from

                                       18
                                     -109-
<PAGE>

its  obligation  to pay the  Registration  Expenses  in  connection  therewith),
without  prejudice,  however,  to  the  rights  of  DTN  to  request  that  such
registration  be effected as a  registration  under Section 9.1, and (ii) in the
case of a  determination  to  delay  registering,  shall be  permitted  to delay
registering  any  Registrable  Securities  for the same  period  as the delay in
registering such other securities.  No registration  effected under this Section
9.2 shall  relieve  the  Company of its  obligation  to effect any  registration
statement upon request under Section 9.1. The Company will pay all  Registration
Expenses  in  connection  with  each  registration  of  Registrable   Securities
requested pursuant to this Section 9.2.

         (b) Priority in Incidental Registrations. If a registration pursuant to
this Section 9.2 involves an underwritten  offering and the managing underwriter
advises the Company in writing  that,  in its opinion,  the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering,  the Company  will include in such  registration  to the
extent  of the  number  which  the  Company  is so  advised  can be sold in such
offering securities determined as follows:

                  (x) if such registration as initially  proposed by the Company
         was solely a primary  registration  of its securities,  (i) first,  the
         securities proposed by the Company to be sold for its own account, (ii)
         second,  any  Registrable  Securities  requested to be included in such
         registration,  and (iii)  third,  any other  securities  of the Company
         proposed to be included in such  registration,  in accordance  with the
         priorities,  if any, then existing among the Company and the holders of
         such other securities, and

                  (y) if such registration as initially  proposed by the Company
          was in whole or in part  requested  by  holders of  securities  of the
          Company,  other than DTN, pursuant to demand registration  rights, (i)
          first,  securities  proposed  by the  Company  to be sold  for its own
          account,  (ii) second,  such securities held by the holders initiating
          such  registration,  in accordance with the  priorities,  if any, then
          existing among the Company and the holders of such  securities,  (iii)
          third,  any  Registrable  Securities  requested to be included in such
          registration,  and (iv) fourth,  any other  securities  of the Company
          proposed to be included in such  registration,  in accordance with the
          priorities, if any, then existing among the Company and the holders of
          such other securities.

               9.3  Registration  Procedures.  If and  whenever  the  Company is
required to use its best efforts to effect the  registration  of any Registrable
Securities  under the  Securities  Act as provided in Sections  9.1 and 9.2, the
Company will as expeditiously as possible:

                  (a)  prepare  and  file  with  the  Commission  the  requisite
         registration  statement (including such audited financial statements as
         may be  required  by the  Securities  Act or the rules and  regulations
         promulgated  thereunder) to effect such  registration  and use its best
         efforts  to cause  such  registration  statement  to become  effective,
         provided  that  before  filing  such  registration   statement  or  any
         amendments thereto, the Company will furnish to the counsel selected by
         DTN copies of all such documents  proposed to be filed, which documents
         will be subject to the review of such counsel;

                                       19
                                     -110-
<PAGE>

                  (b) prepare and file with the Commission  such  amendments and
         supplements to such  registration  statement and the prospectus used in
         connection  therewith as may be necessary to maintain the effectiveness
         of such registration statement and to comply with the provisions of the
         Securities  Act  with  respect  to the  disposition  of all  securities
         covered by such  registration  statement until the earlier of such time
         as all of such  securities have been disposed of in accordance with the
         intended  methods of disposition  by the seller or sellers  thereof set
         forth in such  registration  statement  and the  expiration  of 90 days
         after  such  registration  statement  becomes  effective,  except  with
         respect to any such  registration  statement filed pursuant to Rule 415
         (or any successor  Rule) under the  Securities  Act, in which case such
         period shall be one year;

                  (c)  furnish to DTN such  number of  conformed  copies of such
         registration  statement  and of  each  such  amendment  and  supplement
         thereto (in each case including all exhibits), such number of copies of
         the prospectus contained in such registration statement (including each
         preliminary  prospectus  and any  summary  prospectus)  and  any  other
         prospectus filed under Rule 424 under the Securities Act, in conformity
         with the  requirements of the Securities Act, and such other documents,
         as DTN may reasonably request;

                  (d)  use  its  best   efforts  to   register  or  qualify  all
         Registrable   Securities   and  other   securities   covered   by  such
         registration  statement under such other securities or blue sky laws of
         such  jurisdictions  as DTN  shall  reasonably  request,  to keep  such
         registration   or   qualification   in  effect  for  so  long  as  such
         registration  statement  remains in effect,  and take any other  action
         which  may be  reasonably  necessary  or  advisable  to  enable  DTN to
         consummate  the  disposition  in such  jurisdictions  of the securities
         owned by DTN, except that the Company shall not for any such purpose be
         required to qualify  generally to do business as a foreign  corporation
         in any  jurisdiction  wherein it would not but for the  requirements of
         this  subdivision  (d) be obligated to be so qualified or to consent to
         general service of process in any such jurisdiction;

                 (e)  if  such  registration  includes  an  underwritten  Public
         Offering,  furnish to DTN a signed  counterpart,  addressed to DTN (and
         the underwriters), of

                        (x) an  opinion of counsel  for the  Company,  dated the
                 date  of  any  closing   under  the   underwriting   agreement,
                 reasonably satisfactory in form and substance to DTN, and

                        (y) a "comfort" letter, dated the effective date of such
                 registration  statement  and the date of any closing  under the
                 underwriting  agreement,   signed  by  the  independent  public
                 accountants   who  have   certified  the  Company's   financial
                 statements included in such registration statement,

         covering   substantially   the  same   matters  with  respect  to  such
         registration  statement (and the prospectus  included  therein) and, in
         the case of the accountants'  letter, with respect to events subsequent
         to the date of such financial statements, as are customarily covered in

                                       20
                                     -111-
<PAGE>

         opinions of issuer's counsel and in accountants'  letters  delivered to
         the underwriters in underwritten Public Offerings of securities and, in
         the case of the accountants'  letter,  such other financial matters, as
         the underwriters may reasonably request;

                  (f)  immediately  notify  DTN (w) when the  prospectus  or any
         prospectus supplement or post-effective  amendment has been filed, and,
         with  respect  to the  registration  statement  or  any  post-effective
         amendment,  when the same has become  effective,  (x) of any request by
         the  Commission  for  amendments  or  supplements  to the  registration
         statement or the prospectus or for additional  information,  (y) of the
         issuance  by  the   Commission  of  any  stop  order   suspending   the
         effectiveness  of the  registration  statement or the initiation of any
         proceedings  for that  purpose and (z) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the  Registrable  Securities  for  sale  in  any  jurisdiction  or  the
         initiation or threatening of any proceeding for such purpose;

                  (g) use its  reasonable  best efforts to obtain the withdrawal
         of any order suspending the effectiveness of the registration statement
         at the earliest possible time;

                  (h)  immediately  notify  DTN,  at any time when a  prospectus
         relating  thereto is required to be delivered under the Securities Act,
         of the  happening  of any  event as a result  of which  the  prospectus
         included in such registration statement, as then in effect, includes an
         untrue statement of a material fact or omits to state any material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading in the light of the  circumstances  under which
         they were made, and at the request of DTN promptly  prepare and furnish
         to DTN a reasonable number of copies of a supplement to or an amendment
         of such prospectus as may be necessary so that, as thereafter delivered
         to the purchasers of such securities, such prospectus shall not include
         an untrue statement of a material fact or omit to state a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading in the light of the  circumstances  under which
         they were made; and

                  (i)  otherwise  use  its  best  efforts  to  comply  with  all
         applicable rules and regulations of the Commission,  and make available
         to its security holders, as soon as reasonably practicable, an earnings
         statement  covering the period of at least twelve months,  but not more
         than eighteen  months,  beginning  with the first full  calendar  month
         after the effective date of such registration statement, which earnings
         statement  shall  satisfy  the  provisions  of  Section  11(a)  of  the
         Securities  Act,  and not  file any  amendment  or  supplement  to such
         registration statement or prospectus to which DTN shall have reasonably
         objected on the grounds  that such  amendment  or  supplement  does not
         comply in all material respects with the requirements of the Securities
         Act or of the rules or  regulations  thereunder,  having been furnished
         with a copy  thereof at least three  business  days prior to the filing
         thereof.

                                       21
                                     -112-
<PAGE>

The Company may require DTN to furnish the Company  such  information  regarding
DTN and the distribution of such securities as the Company may from time to time
reasonably request in writing.

               9.4 Underwritten Offerings.

         (a) Requested Underwritten  Offerings. If requested by the underwriters
for any underwritten  offering by holders of Registrable  Securities pursuant to
the  registration  requested  under  Section 9.1, the Company will enter into an
underwriting agreement with such underwriters for such offering,  such agreement
to be  satisfactory  in substance  and form to DTN and the  underwriters  and to
contain such  representations and warranties by the Company and such other terms
as are  customarily  contained in  agreements of this type,  including,  without
limitation, indemnities to the effect and to the extent provided in Section 9.6.
DTN shall be a party to such  underwriting  agreement.  DTN shall be required to
make such  representations  and warranties to and agreements with the Company or
the underwriters as are customarily contained in such agreements.

         (b)  Incidental  Underwritten  Offerings.  If the  Company  at any time
proposes  to  register  any  of  its  securities  under  the  Securities  Act as
contemplated  by Section 9.2 and such  securities  are to be  distributed  by or
through one or more underwriters, the Company will, subject to the provisions of
Section 9.2(b),  if requested by DTN,  request such  underwriters to include the
Registrable  Securities to be offered and sold by DTN among the securities to be
distributed  by such  underwriters.  DTN  shall be a party  to the  underwriting
agreement  between the Company and such  underwriters.  DTN shall be required to
make such  representations and warranties and agreements with the Company or the
underwriters as are customarily contained in such agreements.

         (c) Holdback Agreements. (x) DTN agrees, if so required by the managing
underwriter,  not to effect any public sale or distribution of securities of the
Company  of the  same  class as the  securities  included  in such  registration
statement,  during the seven  days  prior to the date on which any  underwritten
registration pursuant to Section 9.1 or 9.2 has become effective and the 90 days
thereafter,   or  such  longer  period  as  may  be  required  by  the  managing
underwriter.

               (y)  The  Company  agrees  not  to  effect  any  public  sale  or
distribution  of  its  equity  securities  or  securities  convertible  into  or
exchangeable  or exercisable  for any of such  securities  during the seven days
prior to the date on which any underwritten registration pursuant to Section 9.1
or 9.2 has become effective and the 90 days thereafter (or such longer period as
may be  required  by the  underwriter),  except  as part  of  such  underwritten
registration and except pursuant to registrations on Form S-4 or S-8 or any
successor or similar forms thereto.

               9.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration  statement under the Securities Act,
the  Company  will  give DTN,  the  underwriter,  if any,  and  counsel  for the
underwriter,   the  opportunity  to  participate  in  the  preparation  of  such
registration  statement,  each  prospectus  included  therein  or filed with the

                                       22
                                     -113-
<PAGE>

Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such  opportunities  to discuss
the  business  of the  Company  with its  officers  and the  independent  public
accountants  who have certified its financial  statements as shall be necessary,
in  the  opinion  of  DTN  and  such   underwriter,   to  conduct  a  reasonable
investigation within the meaning of the Securities Act.

               9.6  Indemnification.  (a) The  Company  will,  and hereby  does,
indemnify,  to the extent  permitted by  applicable  law,  DTN, its officers and
directors,  and each  Person,  if any,  who  controls  DTN within the meaning of
Section  15  of  the  Securities  Act,  against  all  losses,  claims,  damages,
liabilities  (or  proceedings  in  respect  thereof)  and  expenses  (under  the
Securities  Act or common law or  otherwise),  joint or  several,  caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration  statement or  prospectus  (and as amended or  supplemented  if the
Company shall have  furnished  any  amendments  or  supplements  thereto) or any
preliminary  prospectus  or caused by any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  except  insofar as such  losses,  claims,
damages,  liabilities (or proceedings in respect thereof) or expenses are caused
by any untrue  statement  or alleged  untrue  statement  contained  in or by any
omission  or  alleged  omission  from  information  furnished  in writing to the
Company by DTN  expressly  for use  therein.  If the  offering  pursuant  to any
registration  statement  provided  for  under  this  Agreement  is made  through
underwriters, no action or failure to act on the part of such underwriters shall
affect the  obligations  of the  Company to  indemnify  DTN or any other  Person
pursuant to the preceding sentence. If the offering pursuant to any registration
statement  provided for under this Agreement is made through  underwriters,  the
Company  agrees to enter into an  underwriting  agreement in customary form with
such underwriters and the Company agrees to indemnify such  underwriters,  their
officers  and  directors,  if any, and each  Person,  if any, who controls  such
underwriters  within the meaning of Section 15 of the Securities Act to the same
extent as  hereinbefore  provided  with respect to the  indemnification  of DTN;
provided  that the Company  shall not be required to  indemnify  DTN or any such
underwriter, or any officer or director of DTN or such underwriter or any Person
who  controls  DTN or such  underwriter  within the meaning of Section 15 of the
Securities  Act,  to the extent  that the loss,  claim,  damage,  liability  (or
proceedings in respect thereof) or expense for which  indemnification is claimed
results from DTN's or such  underwriter's  failure to send or give a copy of the
amended or  supplemented  final  prospectus  to the Person  asserting  an untrue
statement  or alleged  untrue  statement  or omission or alleged  omission at or
prior to the written confirmation of the sale of Registrable  Securities to such
Person  if  such  statement  or  omission  was  corrected  in  such  amended  or
supplemented final prospectus prior to such written  confirmation and DTN or the
underwriter,  as the case may be, was given notice of the  availability  of such
amended or supplemented final prospectus.

         (b) DTN will indemnify,  to the extent permitted by applicable law, the
Company,  its officers and directors  and each Person,  if any, who controls the
Company  within the  meaning of Section 15 of the  Securities  Act,  against any
losses,  claims,  damages,  liabilities (or proceedings in respect  thereof) and
expenses  resulting from any untrue  statement or alleged untrue  statement of a
material fact or any omission or alleged omission of a material fact required to
be stated in the registration  statement or prospectus or preliminary prospectus

                                       23
                                     -114-
<PAGE>

or any  amendment  thereof  or  supplement  thereto  or  necessary  to make  the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement is contained in or such omission is from  information  so furnished in
writing by DTN  expressly  for use  therein,  provided  that  DTN's  obligations
hereunder  shall be limited  to an amount  equal to the  proceeds  to DTN of the
Registrable Securities sold pursuant to such registration statement.

         (c) Any Person entitled to indemnification under the provisions of this
Section 9.6 shall (x) give prompt notice to the indemnifying  party of any claim
with  respect  to  which  it  seeks  indemnification  (but  the  failure  of any
indemnified  party to give  notice as  provided  herein  shall not  relieve  the
indemnifying  party of its obligations under the preceding  subdivisions of this
Section  9.6,  except to the  extent  that the  indemnifying  party is  actually
prejudiced by such  failure) and (y) unless a conflict of interest  between such
indemnified  and  indemnifying  parties exists in respect of such claim,  permit
such  indemnifying  party to assume the  defense  of such  claim,  with  counsel
reasonably  satisfactory  to the  indemnified  party;  and if such defense is so
assumed, such indemnifying party shall not enter into any settlement without the
consent of the indemnified party if such settlement  attributes liability to the
indemnified  party  and such  indemnifying  party  shall not be  subject  to any
liability  for any  settlement  made  without  its consent  (which  shall not be
unreasonably withheld); and any underwriting agreement entered into with respect
to any  registration  statement  provided  for  under  this  Agreement  shall so
provide.  In the event an  indemnifying  party shall not be entitled,  or elects
not,  to assume the  defense of a claim,  such  indemnifying  party shall not be
obligated  to pay the fees and  expenses  of more  than one  counsel  or firm of
counsel for all parties  indemnified  by such  indemnifying  party in respect of
such claim,  unless a conflict of interest exists between such indemnified party
and any  other of such  indemnified  parties  in  respect  to such  claim.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of an  indemnified  party,  its officers,  directors or any
Person,  if any, who controls  such party as  aforesaid,  and shall  survive the
transfer of such securities by such holder.

         (d) If the  indemnification  provided for in this Section 9.6 shall for
any reason be held by a court to be unavailable  to an  indemnified  party under
Section 9.6(a) or (b) hereof in respect of any loss, claim, damage or liability,
or any action in respect  thereof,  then,  in lieu of the amount paid or payable
under Section 9.6(a) or (b), the indemnified  party and the  indemnifying  party
under Section 9.6(a) or (b) shall  contribute to the aggregate  losses,  claims,
damages and liabilities  (including legal or other expenses  reasonably incurred
in  connection  with  investigating  the  same),  (x) in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of  the  Company,  DTN  and  the
underwriters,  if any, which resulted in such loss, claim,  damage or liability,
or action or proceeding in respect  thereof,  with respect to the  statements or
omissions which resulted in such loss, claim, damage or liability,  or action or
proceeding  in  respect  thereof,  as  well  as  any  other  relevant  equitable
considerations  or (y) if the  allocation  provided  by clause  (x) above is not
permitted by  applicable  law, in such  proportion  as shall be  appropriate  to
reflect the relative benefits received by the Company, DTN and the underwriters,
if any,  from  the  offering  of the  securities  covered  by such  registration
statement,  provided,  that for  purposes  of clauses (x) or (y),  the  relative
benefits  received  by DTN shall be deemed not to exceed the amount of  proceeds
received by DTN and DTN shall not be required to contribute any amount in excess

                                       24
                                     -115-
<PAGE>

of the amount it could have been required to pay to an indemnified  party if the
indemnity  under  subsection  (a) of this Section 9.6 was  available.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation. In addition, no Person shall be
obligated to contribute  hereunder any amounts in payment for any  settlement of
any action or claim effected without such Person's consent,  which consent shall
not be unreasonably withheld.

               9.7  Registration  Rights to Others.  If the Company shall at any
time after the date of this Warrant  provide to any holder of any  securities of
the Company rights with respect to the registration of such securities under the
Securities  Act,  such rights  shall not be in  conflict  with any of the rights
provided in this Section 9 to the holders of Registrable  Securities;  provided,
however, the foregoing shall not preclude the Company from granting registration
rights which are more favorable than those  contained in this Warrant so long as
such rights do not preclude the Company  from  complying  with the terms of this
Warrant.

               9.8 Rule 144.  If and when the  Common  Stock is  either  listed,
designated or authorized as provided in Section  9.3(j),  the Company shall take
all  actions  reasonably  necessary  to enable DTN to sell such shares of Common
Stock  issuable upon  exercise of this Warrant  without  registration  under the
Securities  Act within the  limitation  of the  provisions of Rule 144 under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rules or regulations  hereafter  adopted by the Commission,  including,  without
limitation,  filing on a timely basis all reports  required to be filed pursuant
to the Exchange Act. Notwithstanding the provisions of Sections 9.1 and 9.2, the
Company  has no  obligation  to  effect  the  registration  of  any  Registrable
Securities  as provided in such sections if DTN can then sell under Rule 144 all
the  Registrable  Securities  which  otherwise would be registered in accordance
with such sections, as applicable; provided such exception does not preclude DTN
from exercising its registration rights on a future occasion.

         10.  Availability of Information.  The Company will cooperate with each
holder of any  Restricted  Securities in supplying  such  information  as may be
necessary for such holder to complete and file any  information  reporting forms
presently  or  hereafter  required  by  the  Commission  as a  condition  to the
availability  of an  exemption  from  the  Securities  Act for  the  sale of any
Restricted  Securities.  The Company will furnish to the holder of this Warrant,
promptly upon their  becoming  available,  copies of all  financial  statements,
reports,  notices and proxy  statements sent or made available  generally by the
Company to its stockholders,  and copies of all regular and periodic reports and
all  registration  statements  and  prospectuses  filed by the Company  with any
securities exchange or with the Commission.

         11.  Reservation  of Stock,  Etc. The Company will at all times reserve
and keep  available,  solely for  issuance and  delivery  upon  exercise of this
Warrant, the number of shares of Common Stock (or Other Securities) from time to
time issuable upon exercise of this Warrant at the time outstanding.  All shares
of Common Stock (or Other  Securities) shall be duly authorized and, when issued
upon such exercise,  shall be validly  issued and, in the case of shares,  fully
paid and nonassessable, with no liability on the part of the holders thereof.

                                       25
                                     -116-
<PAGE>

         12.  Listing on  Securities  Exchange.  The Company  will, at all times
after any Common  Stock is so listed,  designated  or  authorized  as  indicated
below, (a) list on each national  securities  exchange on which any Common Stock
may at any time be listed,  subject to official notice of issuance upon exercise
of this  Warrant,  and will maintain such listing of, all shares of Common Stock
from time to time  issuable  upon  exercise  of this  Warrant  or (b) secure and
maintain  designation  of all shares of Common Stock from time to time  issuable
upon  exercise of this Warrant as a NASDAQ  "national  market  system  security"
within the meaning of Rule llAa2-1 of the Commission  or,  failing that,  secure
NASDAQ authorization for such shares of Common Stock.

         13. Ownership, Transfer and Substitution of Warrants.


               13.1. Ownership of Warrants.  The Company may treat the person in
whose name this  Warrant is  registered  on the register  kept at the  principal
office  of the  Company  as the  owner  and  holder  thereof  for all  purposes,
notwithstanding any notice to the contrary, except that, if and when any Warrant
is properly  assigned in blank,  the Company may (but shall not be obligated to)
treat  the  bearer  thereof  as the  owner  of such  Warrant  for all  purposes,
notwithstanding any notice to the contrary.  Subject to Section 8, a Warrant, if
properly  assigned,  may be exercised by a new holder without first having a new
Warrant issued.

               13.2.  Transfer and Exchange of Warrants.  Upon the  surrender of
any Warrant,  properly endorsed, for registration of transfer or for exchange at
the principal office of the Company, the Company at its expense will (subject to
compliance  with  Section 8, if  applicable)  execute and deliver to or upon the
order of the  holder  thereof  a new  Warrant  or  Warrants  of like  tenor,  in
denominations  of at least 1,000  shares,  in the name of such holder or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
direct,  calling in the aggregate on the face or faces thereof for the number of
shares  of  Common  Stock  called  for on the face or faces  of the  Warrant  or
Warrants so surrendered.

               13.3.   Replacement   of  Warrants.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of any  Warrant  and,  in  the  case  of any  such  loss,  theft  or
destruction  of any Warrant  held by a Person  other than the  Purchaser  or any
institutional  investor,  upon delivery of indemnity reasonably  satisfactory to
the  Company  in form and amount  or, in the case of any such  mutilation,  upon
surrender  of such  Warrant  for  cancellation  at the  principal  office of the
Company, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

         14. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

               Acquiring  Person:  the  continuing or surviving  corporation  or
other  entity of a  consolidation  or merger with the Company (if other than the
Company),  the transferee of  substantially  all of the properties and assets of
the Company,  the corporation or other entity consolidating with or merging into
the Company in a  consolidation  or merger in  connection  with which the Common
Stock is changed into or exchanged  for stock or other  securities  of any other

                                       26
                                     -117-
<PAGE>

Person  or  cash  or  any  other  property,   or,  in  the  case  of  a  capital
reorganization or reclassification, the Company.

               Acquisition  Price: as applied to the Common Stock,  with respect
to any transaction to which Section 3 applies,  (a) the price per share equal to
the greater of the following, determined in each case as of the date immediately
preceding the date of consummation of such transaction:  (x) the Market Price of
the Common  Stock and (y) the highest  amount of cash plus the Fair Value of the
highest  amount of securities or other property which the holder of this Warrant
would have been entitled as a shareholder to receive upon such  consummation  if
such holder had exercised this Warrant  immediately  prior thereto,  or (b) if a
purchase, tender or an exchange offer is made by the Acquiring Person (or by any
of its affiliates) to the holders of the Common Stock and such offer is accepted
by the holders of more than 50% of the outstanding  shares of Common Stock,  the
greater of (i) the price determined in accordance with the foregoing subdivision
(a),  and (ii) the  price  per  share  equal to the  greater  of the  following,
determined in each case as of the date  immediately  preceding the acceptance of
such offer by the holders of more than 50% of the  outstanding  shares of Common
Stock:  (A) the Market Price of the Common  Stock and (B) the highest  amount of
cash plus the Fair Value of the highest  amount of securities or other  property
which the holder of this Warrant would be entitled as a  shareholder  to receive
pursuant to such offer if such holder had  exercised  this  Warrant  immediately
prior to the expiration of such offer and accepted the same.

               Additional Shares of Common Stock: all shares (including treasury
shares) of Common  Stock  issued or sold (or,  pursuant  to Section  2.3 or 2.4,
deemed to be issued)  by the  Company  after the  Initial  Date,  whether or not
subsequently  reacquired  or  retired by the  Company,  other than (a) shares of
Common  Stock  issued upon the  exercise of any  Warrants  and (b) not more than
700,000 shares of Common Stock issued upon the exercise of stock options granted
to  directors,  officers  and other  employees  of the  Company  pursuant to the
existing  stock option plans,  as amended,  and (c)  3,646,000  shares of Common
Stock issuable upon the exercise of existing  warrants and existing  options not
issued pursuant to the stock option plans referred to in clause (b) above.

               Base Price: on any date specified  herein,  the lesser of (a) the
Current Market Price or (b) the Warrant Price.

               Business  Day: any day other than a Saturday or a Sunday or a day
on which commercial banking  institutions in the City of New York are authorized
by law to be closed,  provided  that,  in  determining  the period  within which
certificates or Warrants are to be issued and delivered  pursuant to Section 1.3
at a time when  shares of Common  Stock  (or  Other  Securities)  are  listed or
admitted   to  trading  on  any   national   securities   exchange   or  in  the
over-the-counter  market and in  determining  the Market Price of any securities
listed or  admitted  to trading on any  national  securities  exchange or in the
over-the-counter  market,  "Business  Day" shall mean any day when the principal
exchange in which  securities are then listed or admitted to trading is open for
trading or, if such securities are traded in the over-the-counter  market in the
United States, such system is open for trading, and provided,  further, that any
reference to "days"  (unless  Business Days are  specified)  shall mean calendar
days.

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                                     -118-
<PAGE>

               Commission:  the Securities and Exchange  Commission or any other
Federal agency at the time administering the Securities Act or the Exchange Act,
whichever is the relevant statute for the particular purpose.

               Common  Stock:  the Company's  common  stock,  par value $.01 per
share, as constituted on the date hereof, any stock into which such common stock
shall have been changed or any stock resulting from any reclassification of such
common stock, and all other stock of any class or classes  (however  designated)
of the  Company the holders of which have the right,  without  limitation  as to
amount,  either to all or to a share of the  balance  of current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference.

               Company: SmartServ Online, Inc., a Delaware corporation.


               Convertible Securities: any evidences of indebtedness,  shares of
stock  (other  than Common  Stock) or other  securities  directly or  indirectly
convertible into or exchangeable for Additional Shares of Common Stock.

               Current  Market Price:  on any date  specified  herein,  (a) with
respect  to  Common  Stock or to  Voting  Common  Stock  (or  equivalent  equity
interests)  of an Acquiring  Person or its Parent,  (x) the average daily Market
Price during the period of the most recent 20  consecutive  Business Days ending
on such date,  or (y) if shares of Common Stock or such Voting  Common Stock (or
equivalent  equity  interests),  as the case  may be,  are not  then  listed  or
admitted to trading on any national  securities  exchange and if the closing bid
and  asked   prices   thereof   are  not  then  quoted  or   published   in  the
over-the-counter  market, the Market Price on such date; and (b) with respect to
any other securities, the Market Price on such date.

               DTN: Data  Transmission  Network  Corporation or any successor to
its business.

               DTN Agreement: the meaning specified in the opening paragraphs of
this Warrant.


               Exchange Act: the Securities Exchange Act of 1934, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time of determination.

               Fair Value: with respect to any securities or other property, the
fair value  thereof as of a date which is within 15 days of the date as of which
the  determination  is to be made (a)  determined  by an  agreement  between the
Company and DTN or (b) if the Company and DTN fail to agree,  determined jointly
by an  independent  investment  banking  firm  retained by the Company and by an
independent  investment  banking firm retained by DTN, either of which firms may
be an independent  investment  banking firm regularly retained by the Company or
DTN or (c) if  the  Company  or DTN  shall  fail  so to  retain  an  independent

                                       28
                                     -119-
<PAGE>

investment  banking firm within five Business Days of the retention of such firm
by DTN or the  Company,  as the case may be,  determined  solely  by the firm so
retained  or (d) if the firms so  retained  by the  Company  and by DTN shall be
unable to reach a joint  determination  within 15 Business Days of the retention
of the last firm so  retained,  determined  by  another  independent  investment
banking  firm which is not a regular  investment  banking firm of the Company or
DTN chosen by the first two such  firms.  Each of the  Company  and DTN shall be
responsible for the fees and expenses of the investment banking firm retained by
them  under the  foregoing  clause  (b) and  shall  share  equally  the fees and
expenses of any investment banking firm retained under the foregoing clause (d).

               Initial Date: the meaning specified in Section 2.2.

               Market Price: on any date specified  herein,  (a) with respect to
Common Stock or to Voting Common Stock (or  equivalent  equity  interests) of an
Acquiring Person or its Parent,  the amount per share equal to (x) the last sale
price of shares of such security,  regular way, on such date or, if no such sale
takes  place on such date,  the  average  of the  closing  bid and asked  prices
thereof on such  date,  in each case as  officially  reported  on the  principal
national  securities  exchange  on which the same are then listed or admitted to
trading,  or (y) if no shares of such  security  are then  listed or admitted to
trading on any national securities exchange but such security is designated as a
national  market  system  security by the NASD,  the last trading  price of such
security on such date, or if such security is not so designated,  the average of
the reported  closing bid and asked prices  thereof on such date as shown by the
NASDAQ  system  or, if no shares  thereof  are then  quoted in such  system,  as
published  by the  National  Quotation  Bureau,  Incorporated  or any  successor
organization,  and in either case as reported by any member firm of the New York
Stock Exchange selected by the Company, or (z) if no shares of such security are
then listed or admitted to trading on any national  exchange or  designated as a
national  market system  security and if no closing bid and asked prices thereof
are then so quoted or published in the  over-the-counter  market,  the higher of
(i) the book value thereof as  determined  by agreement  between the Company and
the  Requisite  Holders,  or if the Company and the  Requisite  Holders  fail to
agree,  by any firm of independent  public  accountants  of recognized  standing
selected by the Board of  Directors  of the  Company,  as of the last day of any
month ending within 60 days preceding the date as of which the  determination is
to be made and (ii) the fair value thereof determined in good faith by the Board
of Directors of the Company  thereof as of a date which is within 15 days of the
date as of which the  determination  is to be made;  and (b) with respect to any
other securities,  the fair value thereof  determined in good faith by the Board
of  Directors of the Company as of a date which is within 15 days of the date as
of which the determination is to be made.

               NASD: the National Association of Securities Dealers.

               NASDAO: the Automated Quotation System of the NASD.

               Options:  rights,  options or warrants to subscribe for, purchase
or otherwise  acquire  either  Additional  Shares of Common Stock or Convertible
Securities.

               Other  Securities:  any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) which DTN

                                       29
                                     -120-
<PAGE>

at any time shall be  entitled  to  receive,  or shall have  received,  upon the
exercise of the Warrants, in lieu of or in addition to Common Stock, or which at
any time shall be  issuable  or shall  have been  issued in  exchange  for or in
replacement  of Common  Stock or Other  Securities  pursuant to this  Warrant or
otherwise.

               Parent:  as to any Acquiring  Person,  any  corporation  or other
Person which (a) controls the Acquiring  Person  directly or indirectly  through
one or more  intermediaries,  (b) is required to include the Acquiring Person in
its  consolidated  financial  statements  under  generally  accepted  accounting
principles  and  (c) is  not  itself  included  in  the  consolidated  financial
statements of any other Person (other than its consolidated subsidiaries).

               Person:  an  individual,  a  partnership,   a  limited  liability
company, an association, a joint venture, a corporation, a business, a trust, an
unincorporated  organization  or a  government  or  any  department,  agency  or
subdivision thereof.

               Public  Offering:  any  offering  of Common  Stock to the  public
pursuant to an effective registration statement under the Securities Act.

               Registrable  Securities:  (a) this  Warrant,  (b) any  shares  of
Common  Stock or Other  Securities  issued or  issuable  upon  exercise  of this
Warrant and (c) any  securities  issued or issuable  with  respect to any Common
Stock  or  Other  Securities  referred  to in  subdivision  (b) by way of  stock
dividend  or  stock  split  or in  connection  with  a  combination  of  shares,
recapitalization, merger, consolidation or other reorganization or otherwise. As
to any particular  Registrable  Securities,  once issued such  securities  shall
cease to be  Registrable  Securities  when  (x) a  registration  statement  with
respect to the sale of such  securities  shall have become  effective  under the
Securities  Act and such  securities  shall have been  disposed of in accordance
with such  registration  statement,  (y) they shall have been sold as  permitted
under Rule 144 (or any successor  provision)  under the  Securities  Act, or (z)
they shall have ceased to be outstanding.

               Registration  Expenses:  all expenses  incident to the  Company's
performance of or compliance with Section 9, including,  without limitation, all
registration,  filing and NASD fees,  all fees and  expenses of  complying  with
securities  or blue sky laws,  all word  processing,  duplicating  and  printing
expenses, messenger and delivery expenses, the fees and disbursements of counsel
for  the  Company  and of its  independent  public  accountants,  including  the
expenses  of any  special  audits  or "cold  comfort"  letters  required  by the
underwriters  with  respect to such  registration,  premiums  and other costs of
policies of insurance against  liabilities arising out of the public offering of
the Registrable  Securities being  registered and any fees and  disbursements of
underwriters   customarily   paid  by  issuers  of  securities,   but  excluding
underwriting  discounts and commissions and transfer taxes, if any, and the fees
and disbursements of DTN's counsel and accountants.

               Restricted  Securities:  (a) any Warrants  bearing the applicable
legend  set forth in  Section  8.1,  (b) any  shares  of Common  Stock (or Other
Securities)  which have been issued upon the  exercise of Warrants and which are
evidenced by a certificate or  certificates  bearing the  applicable  legend set
forth in such Section 8.1, and (c) unless the context  otherwise  requires,  any
shares of Common Stock (or Other Securities) which are at the time issuable upon
the  exercise of Warrants  and which,  when so issued,  will be  evidenced  by a

                                       30
                                     -121-
<PAGE>

certificate or certificates  bearing the applicable  legend set forth in Section
8.1.

               Securities  Act:  the  Securities  Act of  1933,  or any  similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time of determination.

               Subsidiary: any corporation, association or other business entity
a majority  (by number of votes) of the Voting  Common  Stock of which is at the
time owned by the Company or by one or more  Subsidiaries  or by the Company and
one or more Subsidiaries.

               Transfer:  unless  the  context  otherwise  requires,  any  sale,
assignment,  pledge or other  disposition  of any  security,  or of any interest
therein, which could constitute a "sale" as that term is defined in Section 2(3)
of the Securities Act.

               Voting Common Stock: with respect to any corporation, association
or other business entity, stock of any class or classes (or equivalent interest)
, if the holders of the stock of such class or classes (or equivalent interests)
are  ordinarily,  in the  absence  of  contingencies,  entitled  to vote for the
election  of  a  majority  of  the  directors  (or  persons  performing  similar
functions) of such  corporation,  association  or business  entity,  even if the
right so to vote has been suspended by the happening of such a contingency.

               Warrant Price: the meaning specified in Section 2.1.

               Warrants:  this Common Stock Purchase  Warrant and any warrant or
warrants into which it has been changed including,  without limitation,  any new
or replacement warrants referred to in Sections 13.2 and 13.3.

         15.  Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are not and  will not be  adequate  and  that,  to the  fullest  extent
permitted by law,  such terms may be  specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against a violation of any of the terms hereof or otherwise.

         16. No Rights or Liabilities as Stockholder.  Nothing contained in this
Warrant  shall be construed as  conferring  upon the holder hereof any voting or
other rights as a stockholder  of the Company or as imposing any  liabilities on
such holder to purchase  any  securities  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted  by the  Company  or by  creditors  or
stockholders of the Company or otherwise.

         17. Notices.  All notices and other  communications  under this Warrant
shall be in writing and shall be mailed by registered or certified mail,  return
receipt requested,  addressed (a) if to the holder of this Warrant or any holder
of any Common Stock (or Other  Securities),  at the  registered  address of such
holder as set forth in the register kept at the principal office of the Company,

                                       31
                                     -122-
<PAGE>

or (b) if to the Company, to the attention of its Chief Financial Officer at its
principal office, provided that the exercise of any Warrant shall be effected in
the manner provided in Section 1.

         18.  Expiration.  The right to exercise  this Warrant shall expire at 3
P.M., New York City time, on November 17, 2000. The registration rights provided
in Section 9 shall  expire at 3 P.M.,  New York City time,  April 30,  2005 with
respect to any shares of Common  Stock issued  previously  to such time upon the
exercise hereof.

         19.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  The  agreements of the Company  contained in this Warrant other than
those  applicable  solely to the Warrants and the holders thereof shall inure to
the  benefit of and be  enforceable  by any holder or holders at the time of any
Common Stock (or Other Securities) issued upon the exercise of Warrants, whether
so expressed or not.  This Warrant shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware.  The section headings in
this Warrant are for  purposes of  convenience  only and shall not  constitute a
part hereof.

                                             SMARTSERV ONLINE, INC.


                                             By: /s/ Mario Rossi
                                                 ----------------------------
                                                 Mario Rossi
                                             Its:VP of Operations

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