THIS COMMON STOCK PURCHASE  WARRANT AND THE SECURITIES  REPRESENTED  HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.

                   Number of Shares of Common Stock: 500,000

                          COMMON STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                      HIDENET SECURE ARCHITECTURES, INC.


            THIS IS TO  CERTIFY  THAT Royce  Investment  Group  ("RIG"),  or its
designees or assigns,  is entitled,  at any time from and after June 11, 1999 to
the Expiration  Date (as hereinafter  defined),  to purchase from Hidenet Secure
Architectures, Inc., a New Jersey corporation (the "Company"), 500,000 shares of
Common  Stock (as  hereinafter  defined  and subject to  adjustment  as provided
herein),  in whole or in part at a purchase price equal to $.125 per share,  all
on the terms and  conditions  and  pursuant to the  provisions  hereinafter  set
forth.  This warrant is the warrant  referred to in Section 5.3 of the Agreement
dated June 11, 1999 between the Company, RIG, Uriel Ginzburg, Jonathan Levin and
John Federman.

1.    DEFINITIONS

            As used in this Common Stock Purchase Warrant (this "Warrant"),  the
following terms have the respective meanings set forth below:

            "Additional  Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the date hereof, other than Warrant Shares.

            "Business  Day" shall mean any day that is not a Saturday  or Sunday
or a day on which banks are  required or  permitted to be closed in the State of
New York.

            "Commission"  shall mean the Securities  and Exchange  Commission or
any other federal agency then administering the Securities Act and other federal
securities laws.

            "Common  Stock"  shall  mean  (except  where the  context  otherwise
indicates)  the Common  Stock of the Company,  and any capital  stock into which
such Common Stock may thereafter be changed,  and shall also include (i) capital
stock of the Company of any other class  (regardless of how denominated)  issued
to the holders of shares of Common Stock upon any reclassification thereof which
is also not preferred as to dividends or assets over any other class of stock of
the  Company and which is not  subject to  redemption  and (ii) shares of common
stock of any successor or acquiring  corporation  received by or  distributed to
the holders of Common Stock of the Company in the circumstances  contemplated by
Section 4.4.


<PAGE>
            "Current  Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein  specified,  the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.

            "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

            "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

            "Expiration  Date"  shall mean the date which is the  earlier of (i)
three  years  from and  after the  consummation  of the sale by the  Company  of
1,000,000  shares  of  Common  Stock  for net  cash  consideration  of at  least
$100,000, or (ii) October 9, 2002.

            "Holder"  shall mean the Person in whose name the Warrant or Warrant
Shares set forth herein is registered on the books of the Company maintained for
such purpose.

            "Other Property" shall have the meaning set forth in Section 4.4.

            "Outstanding"  shall mean, when used with reference to Common Stock,
at any date as of which the number of shares  thereof is to be  determined,  all
issued  shares of Common  Stock,  except shares then owned or held by or for the
account of the Company or any subsidiary  thereof,  and shall include all shares
issuable  in  respect  of  outstanding  scrip or any  certificates  representing
fractional interests in shares of Common Stock.

            "Person"   shall   mean   any   individual,   sole   proprietorship,
partnership,  joint  venture,  trust,  incorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

            "Securities  Act" shall mean the Securities Act of 1933, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect at the time.

            "Warrants"  shall mean this  Warrant  and all  warrants  issued upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

            "Warrant  Price"  shall  mean an amount  equal to (i) the  number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

            "Warrant  Shares" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof.


<PAGE>



2.    EXERCISE OF WARRANT

      2.1  Manner of  Exercise.  From and after the date  hereof  and until 5:00
P.M.,  New York City time,  on the  Expiration  Date,  Holder may exercise  this
Warrant,  on any Business  Day, in whole or in  increments  of 10,000  shares of
Common Stock purchasable hereunder.

            In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at its principal office at 103 Medinat  Hayehudim Street,
POB837,  Herzliya,  Israel 46733,  or at the office or agency  designated by the
Company  pursuant  to Section 12, (i) a written  notice of Holder's  election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be  purchased,  (ii)  payment of the  Warrant  Price in cash or by wire
transfer  or  cashier's  check  drawn on a United  States  bank and  (iii)  this
Warrant. Such notice shall be substantially in the form of the subscription form
appearing  at the end of this  Warrant as Exhibit A, duly  executed by Holder or
its agent or  attorney.  Upon  receipt of the items  referred to in clauses (i),
(ii) and (iii) above, the Company shall, as promptly as practicable,  and in any
event within ten (10) Business Days thereafter,  execute or cause to be executed
and deliver or cause to be delivered  to Holder a  certificate  or  certificates
representing  the aggregate  number of full shares of Common Stock issuable upon
such  exercise,  together  with  cash in lieu of any  fraction  of a  share,  as
hereinafter  provided.  The stock certificate or certificates so delivered shall
be, to the extent  possible,  in such  denomination or  denominations  as Holder
shall  request in the notice and shall be  registered  in the name of Holder or,
subject to Section 9, such other name as shall be designated in the notice. This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other Person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the notice, together with
the cash or check or checks and this  Warrant,  is  received  by the  Company as
described above and all taxes required to be paid by Holder, if any, pursuant to
Section 2.2 prior to the issuance of such shares have been paid. If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery of
the certificate or certificates representing Warrant Shares, deliver to Holder a
new Warrant  evidencing the rights of Holder to purchase the unpurchased  shares
of Common Stock called for by this Warrant, which new Warrant shall in all other
respects  be  identical  with  this  Warrant,  or,  at the  request  of  Holder,
appropriate  notation  may be made on this  Warrant  and the  same  returned  to
Holder.  Notwithstanding any provision herein to the contrary, the Company shall
not be required to register  shares in the name of any Person who acquired  this
Warrant (or part hereof) or any Warrant Shares otherwise than in accordance with
this Warrant.

      2.2 Payment of Taxes and Charges. All shares of Common Stock issuable upon
the  exercise  of this  Warrant  pursuant to the terms  hereof  shall be validly
issued,  fully paid and  nonassessable.  The Company  shall pay all  expenses in
connection with, and all taxes and other governmental  charges (excluding income
and related  taxes) that may be imposed  with  respect to, the issue or delivery
thereof,  unless such tax or charge is imposed by law upon Holder, in which case
such  taxes or  charges  shall  be paid by  Holder.  The  Company  shall  not be
required, however, to pay any tax or other charge imposed in connection with any
transfer  involved in the issue of any  certificate  for shares of Common  Stock
issuable  upon  exercise of this  Warrant in any name other than that of Holder,
and in such case the Company shall not be required to issue or deliver any stock
certificate  until  such  tax or  other  charge  has  been  paid or it has  been
established to the  satisfaction of the Company that no such tax or other charge
is due.


<PAGE>



      2.3  Fractional  Shares.  The  Company  shall not be  required  to issue a
fractional  share of  Common  Stock  upon  exercise  of any  Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount  equal to the same  fraction of the Market Price per share
of Common Stock as of the date of exercise.

      2.4 Continued Validity. A holder of shares of Common Stock issued upon the
exercise of this Warrant,  in whole or in part (other than a holder who acquires
such shares after the same have been publicly  sold  pursuant to a  Registration
Statement  under the  Securities  Act or sold pursuant to Rule 144  thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would have been entitled as Holder under  Sections 10 and 13 of this Warrant.
The Company will, at the time of exercise of this Warrant,  in whole or in part,
upon  the  request  of  Holder,  acknowledge  in  writing,  in  form  reasonably
satisfactory  to Holder,  its  continuing  obligation  to afford Holder all such
rights;  provided,  however, that if Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to Holder all such rights.

3.    TRANSFER, DIVISION AND COMBINATION

      3.1 Transfer.  Transfer of this Warrant and all rights hereunder, in whole
or in part, shall be registered on the books of the Company to be maintained for
such  purpose,  upon  surrender of this Warrant at the  principal  office of the
Company  referred  to in Section 2.1 or the office or agency  designated  by the
Company  pursuant  to Section 11,  together  with a written  assignment  of this
Warrant substantially in the form of Exhibit B hereto duly executed by Holder or
its agent or attorney and funds  sufficient  to pay any transfer  taxes  payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name of the  assignee or  assignees  and in the  denomination  specified in such
instrument  of  assignment,  and  shall  issue  to the  assignor  a new  Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly  be  cancelled.  A Warrant  may be  exercised  by a new  Holder for the
purchase of shares of Common Stock without having a new warrant issued.

      3.2 Division and Combination.  Subject to Section 3.1, this Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by Holder or its agent or attorney.  Subject to  compliance  with Section
3.1, as to any transfer  which may be involved in such division or  combination,
the Company  shall execute and deliver a new Warrant or Warrants in exchange for
the  Warrant or  Warrants  to be divided or  combined  in  accordance  with such
notice.

      3.3  Expenses.  The Company  shall  prepare,  issue and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 3.

      3.4 Maintenance of Books. The Company agrees to maintain, at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.


<PAGE>



4.    ADJUSTMENTS

      The  number  of  shares  of  Common   Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this  Section 4. The  Company  shall give Holder  notice of any event  described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

      4.1   Stock  Dividends,  Subdivisions and  Combinations.  If at any time
the Company shall:

            (a) take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other  distribution
      of, Additional Shares of Common Stock,

            (b)   subdivide  its  outstanding  shares of Common  Stock  into a
      larger number of shares of Common Stock, or

            (c)   combine  its  outstanding  shares  of  Common  Stock  into a
      smaller number of shares of Common Stock,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

      4.2   Certain  Other  Distributions.  If at any time the  Company  shall
take a record of the holders of its Common  Stock for the purpose of entitling
them to receive any dividend or other distribution of:

            (a)   cash,

            (b) any  evidences of its  indebtedness,  any shares of its stock or
      any other  securities  or  property of any nature  whatsoever  (other than
      cash, Convertible Securities or Additional Shares of Common Stock), or

            (c) any warrants or other  rights to  subscribe  for or purchase any
      evidences  of its  indebtedness,  any  shares  of its  stock or any  other
      securities  or  property  of  any  nature  whatsoever  (other  than  cash,
      Convertible Securities or Additional Shares of Common Stock),


<PAGE>



then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised this Warrant. A reclassification of the Common Stock (other
than a change  in par  value,  or from par  value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such  shares of such other  class of stock  within the  meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a  larger  or  smaller  number  of  shares  of  Common  Stock  as a part of such
reclassification,  such change shall be deemed a subdivision or combination,  as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.

      4.3 Other  Provisions  Applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

            (a) When  Adjustments to Be Made. The  adjustments  required by this
      Section  4 shall be made  whenever  and as often  as any  specified  event
      requiring an adjustment  shall occur.  For the purpose of any  adjustment,
      any  specified  event  shall be  deemed to have  occurred  at the close of
      business on the date of its occurrence.

            (b)   Fractional  Interests.  In computing  adjustments under this
      Section 4,  fractional  interests  in Common  Stock  shall be taken into
      account to the nearest 1/10th of a share.

            (c) When Adjustment Not Required. If the Company shall take a record
      of the holders of its Common  Stock for the purpose of  entitling  them to
      receive a dividend or  distribution or subscription or purchase rights and
      shall,  thereafter and before the  distribution to  stockholders  thereof,
      legally  abandon its plan to pay or deliver such  dividend,  distribution,
      subscription or purchase  rights,  then thereafter no adjustment  shall be
      required  by reason of the taking of such  record and any such  adjustment
      previously made in respect thereof shall be rescinded and annulled.

            (d)  Challenge  to Good Faith  Determination.  Whenever the Board of
      Directors of the Company shall be required to make a determination in good
      faith  of  the  fair  value  of  any  item  under  this  Section  4,  such
      determination  may be  challenged  in good  faith by the  Holder,  and any
      dispute  shall be resolved by an  investment  banking  firm of  recognized
      national standing selected by the Company and reasonably acceptable to the
      Holder.


<PAGE>



      4.4 Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets.  If the Company shall reorganize its capital,  reclassify its capital
stock,  consolidate or merge with or into another corporation (where the Company
is not the surviving  corporation or where there is a change in or  distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or  substantially  all of its  property,  assets or  business  to
another  corporation  and,  pursuant  to  the  terms  of  such   reorganization,
reclassification,  merger,  consolidation  or disposition  of assets,  shares of
common stock of the successor or acquiring  corporation,  or any cash, shares of
stock or other  securities  or  property  of any  nature  whatsoever  (including
warrants or other  subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring  corporation ("Other Property"),  are
to be received by or  distributed to the holders of Common Stock of the Company,
then Holder shall have the right  thereafter  to receive,  upon  exercise of the
Warrant  within ten (10)  business days  following the Company's  notice of such
event,  the  number  of shares of common  stock of the  successor  or  acquiring
corporation  or of the Company,  if it is the surviving  corporation,  and Other
Property   receivable   upon   or   as  a   result   of   such   reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately  prior  to  such  event.  In the  case of any  such  reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section 4. For purposes of
this Section 4.4, "common stock of the successor or acquiring corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.4  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

      4.5 Other Action  Affecting  Common Stock.  If at any time or from time to
time the  Company  shall take any action in respect of its Common  Stock,  other
than any action  described  in this  Section 4,  which  would have a  materially
adverse  effect  upon the rights of the  Holder,  the number of shares of Common
Stock and/or the purchase  price thereof shall be adjusted in such manner as may
be equitable in the  circumstances,  as determined in good faith by the Board of
Directors of the Company.

      4.6 Certain Limitations.  Notwithstanding anything herein to the contrary,
the Company  agrees not to enter into any  transaction  which,  by reason of any
adjustment hereunder,  would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

<PAGE>


5.    NOTICES TO HOLDER

      5.1 Notice of  Adjustments.  Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common  Stock may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted   pursuant  to  Section  4,  the  Company  shall  forthwith  prepare  a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which such adjustment was calculated (including a description of the basis on
which the Board of  Directors  of the Company  determined  the fair value of any
evidences of  indebtedness,  shares of stock,  other  securities  or property or
warrants or other  subscription  or purchase rights referred to in Section 4.2),
specifying  the  number  of shares of Common  Stock for which  this  Warrant  is
exercisable  and (if such  adjustment  was made  pursuant to Section 4.4 or 4.5)
describing  the number and kind of any other  shares of stock or Other  Property
for which this warrant is  exercisable,  and any change in the purchase price or
prices thereof,  after giving effect to such  adjustment or change.  The Company
shall  promptly  cause a signed copy of such  certificate to be delivered to the
Holder in accordance  with Section 13.2. The Company shall keep at its office or
agency  designated  pursuant to Section 11 copies of all such  certificates  and
cause the same to be  available  for  inspection  at said office  during  normal
business  hours  by  the  Holder  or  any  prospective  purchaser  of a  Warrant
designated by the Holder.

      5.2   Notice of Corporate Action.  If at any time

            (a) the  Company  shall  take a record of the  holders of its Common
      Stock for the  purpose of  entitling  them to receive a dividend  or other
      distribution,  or any right to subscribe  for or purchase any evidences of
      its indebtedness, any shares of stock of any class or any other securities
      or property, or to receive any other right, or

            (b) there shall be any capital  reorganization  of the Company,  any
      reclassification  or  recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale,  transfer
      or other disposition of all or substantially  all the property,  assets or
      business of the Company to, another corporation, or

            (c)   there  shall  be a  voluntary  or  involuntary  dissolution,
      liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least ten 10 business  days' prior written  notice of the date on which a record
date  shall  be  selected  for  such  dividend,  distribution  or  right  or for
determining   rights   to  vote  in   respect   of  any   such   reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution, liquidation or winding up, at least ten (10) business
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
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 Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 13.2.

<PAGE>

6.    NO IMPAIRMENT

      (a) The Company shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  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 actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (i) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise  immediately  prior to such increase in par value,  (ii) 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 Common Stock
upon the exercise of this warrant,  and (iii) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

      (b) Upon the request of Holder,  the  Company  will at any time during the
period this Warrant is outstanding  acknowledge in writing, in form satisfactory
to Holder,  the continuing  validity of this Warrant and the  obligations of the
Company hereunder.

7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK

      (a) From and after the date hereof, the Company shall at all times reserve
and keep  available  for issue upon the exercise of Warrants  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.

      (b) Before taking any action which would cause an adjustment  reducing the
Current  Warrant Price below the then par value, if any, of the shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  the  Company  shall take any
corporate  action  which may be  necessary in order that the Company may validly
and legally issue fully paid and  non-assessable  shares of such Common Stock at
such adjusted Current Warrant Price.

      (c) Before  taking any action which would result in an  adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

8.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

      In the case of all dividends or other  distributions by the Company to the
holders of its Common  Stock with  respect to which any  provision  of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.    SUPPLYING INFORMATION



<PAGE>



      The Company shall  cooperate with Holder in supplying such  information as
may be  reasonably  necessary  for 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
Warrant or Restricted Common Stock.

10.   LOSS OR MUTILATION

      Upon   receipt  by  the  Company   from  Holder  of  evidence   reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder;  provided, in the case of mutilation,  no indemnity shall be required
if  this  Warrant  in  identifiable  form  is  surrendered  to the  Company  for
cancellation.

11.   OFFICE OF THE COMPANY

      As long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

12.   LIMITATION OF LIABILITY

      No provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

13.   MISCELLANEOUS

      13.1 Nonwaiver and Expenses.  No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice Holder's rights, powers or remedies. If the
Company fails to make, when due, any payments  provided for hereunder,  or fails
to comply with any other  provision of this  Warrant,  the Company  shall pay to
Holder such amounts as shall be  sufficient  to cover any  reasonable  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.


<PAGE>



      13.2 Notice  Generally.  Except as may be otherwise  provided herein,  any
notice or other  communication or delivery required or permitted hereunder shall
be in writing and shall be delivered  personally,  by first class mail,  postage
prepaid,  return receipt requested or sent by a nationally  recognized overnight
courier  service,  and  shall be  deemed  given  when so  delivered  personally,
deposited  with the United States  postal  service or upon delivery by overnight
courier service, as follows:

            (1)   if to the Company, to:

                  HIDENET SECURE ARCHITECTURES, INC.
                  103 Medinat Hayehudim Street
                  Herzliya, Israel  46733
                  Attention:  Ron Fussman

            (2)   if to the Holder, to

                  ROYCE INVESTMENT GROUP
                  ===========================

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 13.2.

      13.3  Indemnification.  The Company  agrees to indemnify and hold harmless
Holder  from  and  against  any  liabilities,   obligations,   losses,  damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment  by a  court  to  have  resulted  from  Holder's  gross
negligence,  bad faith or willful misconduct in its capacity as a stockholder or
warrantholder of the Company.

      13.4  Successors  and Assigns.  Subject to the  provisions of Section 3.1,
this Warrant and the rights  evidenced  hereby shall inure to the benefit of and
be binding upon the  successors of the Company and the successors and assigns of
Holder. The provisions of this Warrant are intended to be for the benefit of RIG
or any of its assignes or designees and shall be  enforceable by any such Holder
or holder of Warrant Shares.

      13.5  Amendment.  This  Warrant and all other  Warrants may be modified or
amended or the provisions  hereof waived with the written consent of the Company
and the Holder.

      13.6 Severability. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant.


<PAGE>



      13.7 Headings.  The headings used in this Warrant are for the  convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.

      13.8  Governing  Law.  This Warrant shall be governed by the laws of the
State of New Jersey,  without  regard to the  provisions  thereof  relating to
conflict of laws.



           [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


<PAGE>



          IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be duly
executed  and its  corporate  seal to be  impressed  hereon and  attested by its
Secretary or an Assistant Secretary.

Dated:    As of June 11, 1999


                                    HIDENET SECURE ARCHITECTURES, INC.


                                    By:   /s/ Ron Fussman
                                       ----------------------
                                          Name: Ron Fussman
                                          Title:President




[SEAL]


<PAGE>
                                    EXHIBIT A

                                SUBSCRIPTION FORM

                [To be executed only upon exercise of Warrant]


            The  undersigned   registered  owner  of  this  Warrant  irrevocably
exercises  this  warrant for the  purchase of Shares of Common  Stock of Hidenet
Secure Architectures, Inc. and herewith makes payment therefor, all at the price
and on the terms and  conditions  specified in this  Warrant and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered to

whose  address is and, if such  shares of Common  Stock shall not include all of
the shares of Common  Stock  issuable as provided  in this  Warrant,  that a new
Warrant  of like tenor and date for the  balance  of the shares of Common  Stock
issuable hereunder be delivered to the undersigned.

                                    (Name of Registered owner)



                                    (Signature of Registered Owner)



                                    (Street Address)



                                    (city)                             (State)
                                   (Zip Code)

NOTICE:     The signature on this  subscription must correspond with the name as
            written  upon the face of the within  Warrant  in every  particular,
            without alteration or enlargement or any change whatsoever.


<PAGE>
                                    EXHIBIT B

                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED the undersigned  registered owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under this  Warrant,  with  respect to the number of
shares of Common Stock set forth below:

                                                      No. of Shares of

Name and Address of Assignee                          Common Stock

and does hereby irrevocably constitute and appoint
attorney-in-fact to register such transfer on the books of
maintained for the purpose, with full power of substitution in the premises.


Dated:                                                        Print Name:
            ------------------

                                   Signature:

                                    Witness:

NOTICE:     The signature on this  assignment  must  correspond with the name as
            written  upon the face of the within  Warrant  in every  particular,
            without alteration or enlargement or any change whatsoever.


<PAGE>



                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED the undersigned  registered owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under this  Warrant,  with  respect to the number of
shares of Common Stock set forth below:

                                                      No. of Shares of

Name and Address of Assignee                          Common Stock
----------------------------                          ------------
Ron Fussman                                               500,000





Dated:                                    Print Name: Royce Investment Group
            ------------------

                                   Signature:

                                    Witness:

NOTICE:     The signature on this  assignment  must  correspond with the name as
            written  upon the face of the within  Warrant  in every  particular,
            without alteration or enlargement or any change whatsoever.