THE SECURITIES  REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT.

Void after 5:00 P.M., New York Time, on December 31, 2003

                                                            Warrant to Purchase
                                                            94,554 Shares of
                                                            Common Stock



                    REDEEMABLE COMMON STOCK PURCHASE WARRANT


                  This Is to Certify That, FOR VALUE RECEIVED,

                            DIVERSIFIED LEASING INC.

is  entitled  to  purchase,  subject to the  provisions  of this  Warrant,  from
SYCONET.COM,  INC. (the "Company"),  a Delaware  corporation,  at any time on or
after May 1, 2000 (the "effective date"), and not later than 5:00 P.M., New York
time,  on December  31,  2003,  ninety- four  thousand  five hundred  fifty four
(94,554)  shares of Common Stock of the Company at a purchase price per share of
$1.21875;  provided,  however,  that the number of shares of Common  Stock to be
received  upon the exercise of this Warrant and the price to be paid for a share
of Common Stock shall be adjusted  form time to time as  hereinafter  set forth.
The shares of Common Stock deliverable upon such exercise,  and as adjusted from
time to time, are hereinafter  sometimes  referred to as "Warrant Stock" and the
exercise  price of this Warrant in effect at any time and as adjusted  from time
to time is  hereinafter  sometimes  referred  to as the  "Exercise  Price".  The
above-named  registered  owner of this  Warrant  and its  permitted  transferees
and/or assignees are hereinafter referred to as, collectively, the "Holder".

     (a) Exercise of Warrant. This Warrant may be exercised in whole at any time
or in part from time to time on any day after the closing price of the Company's
Common Stock shall have been equal to or greater than $10.00 for 15  consecutive
trading days, or if on any particular trading day within such period on which no
trading in such Stock shall have  occurred the closing bid price shall have been
equal to or greater than $10.00, but not later than 5:00 P.M., New York time, on
December  31,  2003,  or if  such  expiration  date  is a day on  which  banking
institutions  are  authorized by law to close,  then on the next  succeeding day
which shall not be such a day. This Warrant shall be exercised by



<PAGE>



presentation  and surrender hereof to the Company with the Purchase Form annexed
hereto duly  executed and  accompanied  by payment by certified or bank check or
wire  transfer of the Exercise  Price for the number of shares of Warrant  Stock
specified  in such form,  together  with all federal and state taxes  applicable
upon such  exercise.  If this  Warrant  should be  exercised  in part only,  the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new warrant evidencing the right of the Holder to purchase the balance
of the Warrant Stock purchasable hereunder.  At the close of business on the day
of  receipt  by the  Company  of this  Warrant  at the  office  or agency of the
Company, in proper form for exercise and accompanied by payment as aforesaid for
the Warrant Stock to be acquired, the Holder shall be deemed to be the holder of
record of the number of fully  paid and  non-assessable  shares of Common  Stock
issuable upon such  exercise,  notwithstanding  that the stock transfer books of
the Company shall then be closed or that  certificates  representing such shares
of Common Stock shall not then actually be delivered to the Holder.

     (b)  Reservation  of Shares.  The Company  hereby  agrees that at all times
there shall be reserved  for  issuance  and/or  delivery  upon  exercise of this
Warrant  such  number of shares of its  Common  Stock as shall be  required  for
issuance or delivery upon exercise of this Warrant.

     (c)  Fractional   Shares.  No  fractional  shares  or  scrip   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of such fractional  share,  determined as
follows:

          (1) If the Common Stock is listed on a national securities exchange or
     admitted to unlisted trading privileges on such exchange, the current value
     shall be the last reported sales price of the Common Stock on such exchange
     on the last trading day prior to the date of exercise of this  Warrant,  or
     if no such  sale is made on such day,  the  average  closing  bid and asked
     prices for such day on the composite tape of such exchange; or

          (2) If the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges,  the  current  value  shall  be the  mean of the  last
     reported  bid and asked  prices  reported by the  National  Association  of
     Securities  Dealers  Automated  Quotation  System  ("NASDAQ")  (or,  if not
     reported by NASDAQ,  then reported by the National Quotation Bureau,  Inc.)
     on the last trading day prior to the date of the exercise of this  Warrant;
     or



                                       2
<PAGE>



          (3) If the  Common  Stock is not so listed  or  admitted  to  unlisted
     trading  privileges  and bid and  asked  prices  are not so  reported,  the
     current  value shall be an amount,  not less than fully diluted book value,
     determined in such  reasonable  manner as may be prescribed by the Board of
     Directors of the Company, such determination to be final and binding on the
     Holder.

     (d) Exchange,  Assignment or Loss of Warrant. This Warrant is exchangeable,
without expense,  at the option of the Holder,  upon  presentation and surrender
hereof to the Company or at the office of its stock transfer  agent, if any, for
other  Warrants  of  different  denominations  entitling  the Holder  thereof to
purchase  in  the  aggregate  the  same  amount  of  Warrant  Stock  purchasable
hereunder. Any such assignment shall be made by surrender of this Warrant to the
Company  or at the  office  of its  stock  transfer  agent,  if  any,  with  the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax; whereupon the Company shall, without charge, execute and deliver a
new Warrant in the name of the assignee  named in such  instrument of assignment
and this Warrant  shall  promptly be  cancelled.  This Warrant may be divided or
combined  with other  Warrants  which carry the same  rights  upon  presentation
hereof  at the  office of the  Company  or at the  office of its stock  transfer
agent,  if  any,  together  with a  written  notice  specifying  the  names  and
denominations in which new Warrants are to be issued. The term "Warrant" as used
herein includes any Warrants  issued in substitution  for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence  satisfactory to it of the loss,  theft,  destruction or
mutilation of this Warrant,  and (in the case of loss,  theft or destruction) of
indemnification  reasonably  satisfactory  in form and substance to its counsel,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
will  execute  and  deliver a new  Warrant of like tenor and date.  Any such new
Warrant  executed and  delivered  shall  constitute  an  additional  contractual
obligation  on the part of the  Company,  whether  or not this  Warrant so lost,
stolen, destroyed, or mutilated, shall be at any time enforceable by anyone.

     (e) Rights of the  Holder.  The  Holder  shall not,  by virtue  hereof,  be
entitled  to any rights of a  shareholder  of the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant and are not  enforceable  against  the Company  except to the extent set
forth herein.



                                       3
<PAGE>



     (f) Anti-Dilution Provisions.

          (1) Stock  Dividends,  Subdivisions and  Combinations.  If the Company
     shall  at  any  time  issue  Common  Stock  by  way of  dividend  or  other
     distribution  on the Common Stock of the  Company,  or subdivide or combine
     the  outstanding  shares of Common Stock,  then the Exercise Price shall be
     proportionately  decreased  in the  case  of  such  issuance  (on  the  day
     following the date fixed for determining  shareholders  entitled to receive
     such  dividend  or other  distribution)  or  decreased  in the case of such
     subdivision or increased in the case of such  combination (on the date that
     such  subdivision  or  combination  shall  become   effective).   Upon  any
     adjustment  of the  Exercise  Price  pursuant to this Section  (f)(1),  the
     holder of this Warrant shall thereafter  (until another such adjustment) be
     entitled to  purchase,  at the new  Exercise  Price,  the amount of Warrant
     Stock,  calculated to the nearest full share,  obtained by multiplying  the
     number of shares of  Warrant  Stock then  issuable  upon  exercise  of this
     Warrant by the  Exercise  Price then in effect and  dividing the product so
     obtained by the new Exercise Price.

          (2) No Adjustment for Small  Amounts.  Anything in this Section (f) to
     the  contrary  notwithstanding,  the Company  shall not be required to give
     effect to any  adjustment  in the  Exercise  Price unless and until the net
     effect of one or more adjustments, determined as above provided, shall have
     required a change of the  Exercise  Price by at least five  percent in such
     Price,  but when the  cumulative  net effect of more than one adjustment so
     determined  shall be to change the actual  Exercise  Price by at least five
     percent, such change in the Exercise Price shall thereupon be given effect.

          (3) Common Stock Defined.  Whenever  reference is made in this Section
     (f) to the issue or sale of shares of Common Stock, the term "Common Stock"
     shall mean the Common  Stock of the Company of the class  authorized  as of
     the date hereof and any other class of stock  ranking on a parity with such
     Common  Stock.  However,  subject to the  provisions of Section (i) hereof,
     shares issuable upon exercise hereof shall include only shares of the class
     designated as Common Stock of the Company as of the date hereof.

     (g) Officer's Certificate. Whenever the Exercise Price shall be adjusted as
required by the  provisions of Section (f) hereof,  the Company shall  forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office,  and with its stock  transfer  agent,  if any, an officer's  certificate
showing the adjusted Exercise Price determined as herein provided


                                       4
<PAGE>



and setting forth in reasonable  detail the facts  requiring  such  adjustments.
Each officer's  certificate  shall be made available at all reasonable times for
inspection  by the Holder,  and the  Company  shall,  forthwith  after each such
adjustment,  mail a copy of such  certificate  to the Holder.  Such  certificate
shall be conclusive as to the correctness of such adjustment.

     (h)  Notices  to  Warrant  Holders.  So  long  as  this  Warrant  shall  be
outstanding and  unexercised,  (i) if the Company shall pay any dividend or make
any  distribution  upon the Common  Stock to the  holders  thereof as a group in
proportion to their respective shareholdings, or (ii) if the Company shall offer
to the holders of Common Stock,  as a group in  proportion  to their  respective
shareholdings,  for  subscription or purchase by them any shares of stock of any
class  or any  other  rights,  or  (iii) if any  capital  reorganization  of the
Company,  reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another  corporation  (other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification,  capital reorganization or other similar change of outstanding
shares of Common Stock of the class  issuable  upon  exercise of this  Warrant),
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company to another corporation,  or voluntary or involuntary dissolution,
liquidation  or winding up of the Company  shall be effected,  then, in any such
case,  the Company shall cause to be delivered to the Holder,  at least ten days
prior to the date  specified  in (x) or (y) below,  as the case may be, a notice
containing a brief  description  of the proposed  action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification,  reorganization, consolidation, merger,
conveyance,  lease, dissolution,  liquidation or winding up is to take place and
the date,  if any,  as of which the holders of Common  Stock of record  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such reclassification,  reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.

     (i)   Reclassification,   Reorganization   or   Merger.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of  Common  Stock of the  Company  (other  than a change  in par value or to par
value, or as a result of an issuance of Common Stock by way of dividend or other
distribution  or  of  a  subdivision  or   combination),   or  in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger in which the Company is the continuing  corporation and which does
not result in any reclassification, capital


                                       5
<PAGE>



reorganization or other similar change of outstanding  shares of Common Stock of
the class  issuable  upon exercise of this  Warrant),  or in case of any sale or
conveyance to any other corporation of the property and assets of the Company as
an entirety or substantially  as an entirety,  the Company shall cause effective
provision  to be made so that the  Holder  shall have the right  thereafter,  by
exercising this Warrant, to purchase the kind and amount of shares of securities
and other property receivable upon such reclassification, capital reorganization
or other similar  change,  consolidation,  merger,  sale or conveyance as if the
Holder had exercised this Warrant prior to such transaction.  Any such provision
shall include  provision for adjustments  which shall be as nearly equivalent as
may be  practicable  to  the  adjustments  provided  for in  this  Warrant.  The
foregoing  provisions  of this Section (i) shall  similarly  apply to successive
reclassifications,  capital  reorganizations  and  similar  changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.

     (j)  Spin-Offs.  In  the  event  the  Company  spins-off  a  subsidiary  by
distributing to the shareholders of the Company, as a dividend or otherwise, the
stock of the subsidiary, the Company shall reserve, for the life of the Warrant,
shares of the  subsidiary  to be  delivered  to the Holder upon  exercise of the
Warrant to the same  extent as if Holder was the owner of record of the  Warrant
Stock on the record date for payment of the shares of the subsidiary.

     (k) "Piggyback" Registration Rights.

          (1)  Definitions.  As used in this Section (k),  the  following  terms
     shall have the following meanings:

               (a) The term "Holder"  shall mean any person owning or having the
          right to acquire Registrable Securities or any permitted transferee of
          a Holder.

               (b) The terms "register",  "registered" and "registration"  refer
          to a  registration  effected by  preparing  and filing a  registration
          statement or similar document  (except a Registration  Statement filed
          for a purpose  which would render  inappropriate  the covenants of the
          Company contained in this Section (k) such as a Registration Statement
          on Form S-8 or any other  inappropriate  form), in compliance with the
          Securities  Act of 1933, as amended (the  "Securities  Act"),  and the
          declaration or order of effectiveness of such  registration  statement
          or document.

               (c) The term  "Registrable  Securities"  shall  mean the  Warrant
          Stock; provided, however, that securities shall


                                       6
<PAGE>



          only be  treated  as  Registrable  Securities  (1) if this  Warrant is
          exercisable,  i.e.,  the closing price of the  Company's  Common Stock
          shall  have been equal to or greater  than  $10.00 for 15  consecutive
          trading days, or if on any  particular  trading day within such period
          on which no trading in such Stock shall have  occurred the closing bid
          price shall have been greater than $10.00, and (2) only for so long as
          such   securities  (A)  have  not  been  disposed  of  pursuant  to  a
          registration  statement  declared  effective  by  the  Securities  and
          Exchange Commission  ("SEC"),  (B) have not been sold in a transaction
          exempt from the registration and prospectus  delivery  requirements of
          the Securities Act wherein all transfer  restrictions  and restrictive
          legends with respect thereto are removed upon the consummation of such
          sale and (C) are  held by a  Holder  or a  permitted  transferee  of a
          Holder pursuant to Section (k)(10) below.

          (2) Registration under the Securities Act.

               (a) In the event that at any time  before the second  anniversary
          of the effective date of this Warrant the Company  intends to register
          securities  which relate to a current  offering of  securities  of the
          Company,  the Company shall give written notice (the "Company Notice")
          of such intention to the Holder, and upon receipt within 30 days after
          the giving of the Company Notice of the written request of the Holder,
          the  Company  shall  include  in  such  registration  the  Registrable
          Securities  of the Holder so as to permit the public  sale  thereof by
          the Holder in compliance with the Securities Act. Neither the delivery
          of a Company Notice nor of a registration  request by any Holder shall
          in any way obligate the Company to file such  Registration  Statement.
          Notwithstanding  the filing of the Registration  Statement the Company
          may, at any time prior to the effective date thereof, determine not to
          offer the  securities  to which it relates,  without  liability to the
          Holder  except that the Company  shall pay such  expenses as are to be
          paid by it under Section (k)(5).

               (b) In no event shall the Company be  obligated to file more than
          one registration  statement for the subject Registrable  Securities on
          account of the registration rights granted to the Holders thereof.

          (3) Obligations of the Company.  Whenever  required under this Section
     (k) to include  Registrable  Securities in a  registration  statement,  the
     Company shall, as expeditiously as reasonably possible:

               (a) Use its  reasonable  best efforts to cause such  registration
          statement to become effective, and, upon the request of the Holders of
          a majority of the Registrable Securities


                                       7
<PAGE>



          registered thereunder,  keep such registration statement effective for
          a period of up to 120 days or until the  distribution  contemplated in
          the  Registration  Statement has been completed and, during the period
          that  such  registration   statement  is  required  to  be  maintained
          hereunder, file such post-effective amendments and supplements thereto
          as may be required by the Securities Act and the rules and regulations
          thereunder or otherwise to ensure that the prospectus included therein
          does not contain  any untrue  statement  of  material  fact or omit to
          state a fact  required to be stated  therein or  necessary to make the
          statements  contained  therein,  in light of the  circumstances  under
          which they are made,  not  misleading;  provided,  however,  that such
          120-day  period  shall be  extended  for a period of time equal to the
          period that the Holder  refrains from selling any securities  included
          in such regis tration at the request of an underwriter of Common Stock
          (or other  securities)  of the Company,  and provided  further that if
          applicable  rules under the Securities Act governing the obligation to
          file  a  post-effective   amendment   permit,  in  lieu  of  filing  a
          post-effective  amendment that (i) includes any prospectus required by
          Section  10(a)(3)  of the  Securities  Act or (ii)  reflects  facts or
          events   representing  a  material  or   fundamental   change  in  the
          information set forth in the registration  statement,  the Company may
          incorporate  by reference  information  required to be included in (i)
          and (ii) above to the extent such information is contained in periodic
          reports  filed  pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  in the
          registration statement.

               (b) Prepare and file with the SEC such amendments and supplements
          to such registration statement,  and the prospectus used in connection
          with such registration  statement,  as may be necessary to comply with
          the provisions of the  Securities Act with respect to the  disposition
          of all securities covered by such registration statement.

               (c)  Furnish  to  the  Holders   such  numbers  of  copies  of  a
          prospectus,   including  a   preliminary   prospectus  as  amended  or
          supplemented from time to time, in conformity with the requirements of
          the  Securities  Act, and such other  documents as they may reasonably
          request  in  order  to  facilitate  the   disposition  of  Registrable
          Securities owned by them.

               (d) Use its  reasonable  best efforts to register and qualify the
          Registrable  Securities  covered by such registration  statement under
          such other federal or state  securities laws of such  jurisdictions as
          shall be reasonably requested by the Holders; provided,  however, that
          the  Company  shall not be required in  connection  therewith  or as a
          condition thereto to qualify to do


                                       8
<PAGE>



          business  or to file a general  consent  to  service of process in any
          such states or jurisdictions, unless the Company is already subject to
          service  in such  jurisdiction  and except as may be  required  by the
          Securities Act.

               (e) In the event of any underwritten public offering,  enter into
          and perform its obligations under an under writing agreement, in usual
          and customary  form,  with the managing  underwriter of such offering.
          Each Holder  participating in such underwriting  shall also enter into
          and perform its obligations under such an agreement.

               (f) At  any  time  when  a  prospectus  relating  to  Registrable
          Securities  covered by such  registration  statement is required to be
          delivered  under the Securities  Act,  notify each Holder (i) when the
          registration statement or any post-effective  amendment and supplement
          thereto has become  effective,  (ii) of the issuance by the SEC of any
          stop order or the initiation of proceedings for that purpose (in which
          event the Company shall make every effort to obtain the  withdrawal of
          any order suspending  effectiveness  of the registration  statement at
          the earliest possible time or prevent the entry thereof), (iii) 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  of any  proceeding  for such
          purpose  and (iv) 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 a material  fact  required to be stated  therein or necessary to
          make  the  statements  therein  not  misleading  in the  light  of the
          circumstances then existing.

               (g) Cause all such Registrable Securities registered hereunder to
          be listed on each  securities  exchange or quotation  service on which
          similar securities issued by the Company are then listed or quoted.

               (h) Provide a transfer  agent and registrar  for all  Registrable
          Securities  registered  hereunder  and a CUSIP  number  for  all  such
          Registrable Securities, in each case not later than the effective date
          of such registration.

          (4)  Holders'  Obligation  to  Furnish  Information.  It  shall  be  a
     condition  precedent  to the  obligation  of the Company to take any action
     pursuant to this Section (k) with respect to the Registrable  Securities of
     any  selling  Holder  that such Holder  shall  furnish to the Company  such
     information  regarding the Holder,  the Registrable  Securities held by the
     Holder, and the intended method


                                       9
<PAGE>



     of  disposition of such  securities as shall be reasonably  required by the
     Company to effect the registration of such Holder's Registrable Securities.

          (5) Expenses of Piggyback Registration. The Company shall bear and pay
     all expenses  incurred in connection  with any  registration of Registrable
     Securities  pursuant  to  Section  (k)(2)(a)  for  each  Holder,  including
     (without  limitation) all registration,  filing,  and  qualification  fees,
     printers  and  accounting  fees  relating  or  apportionable  thereto,  but
     excluding  underwriting  discounts and commissions  relating to Registrable
     Securities;  provided, however, that the Company shall not bear the cost of
     any professional  fees or costs of accounting,  financial or legal advisors
     to any of the Holders. Notwithstanding the foregoing, each Holder shall pay
     all  registration  expenses  that  such  Holder  is  required  to pay under
     applicable law.

          (6)  Underwriting  Requirements.   In  connection  with  any  offering
     involving an  underwriting  of shares of the Company's  capital stock,  the
     Company shall not be required  under  Section  (k)(2) to include any of the
     Holders' Registrable Securities in such underwriting unless they accept the
     terms of the  underwriting  as agreed  upon  between  the  Company  and the
     underwriters  selected  by it (or by other  persons  entitled to select the
     underwriters), and then only in such quantity as the underwriters determine
     in their sole discretion will not jeopardize the success of the offering by
     the  Company.  If the total  amount of  securities,  including  Registrable
     Securities,  requested  by  selling  stockholder  to be  included  in  such
     offering  exceeds  the  amount of  securities  to be sold other than by the
     Company  that the  underwriters  determine  in  their  sole  discretion  is
     compatible  with the success of the  offering,  then the  Company  shall be
     required to include in the  offering  only that number of such  securities,
     including Registrable Securities, which the underwriters determine in their
     sole  discretion  will not  jeopardize  the  success of the  offering  (the
     securities  so  included  to be  apportioned  pro rata  among  the  selling
     stockholders,  including  the  Holders,  according  to the total  amount of
     securities   entitled  to  be  included   therein  owned  by  each  selling
     stockholder or in such other  proportions as shall mutually be agreed to by
     such selling  stockholders).  For purposes of the  preceding  parenthetical
     concerning  apportionment,  for any selling  stockholder who is a Holder of
     Registrable  Securities and is a partnership or corporation,  the partners,
     retired partners and stockholders of such holder, or the estates and family
     members of any such  partners  and retired  partners and any trusts for the
     benefit  of any of the  foregoing  persons  shall be  deemed to be a single
     "selling  stockholder",  and any  pro-rata  reduction  with respect to such
     "selling stockholder" shall be based upon the


                                       10
<PAGE>



     aggregate  amount  of  shares  carrying  registration  rights  owned by all
     entities  and  individuals  included  in such  "selling  stockhold  er", as
     defined in this sentence.

          (7) Delay of Registration. No Holder shall have any right to obtain or
     seek an injunction  restraining or otherwise delaying any such registration
     as the  result of any  controversy  that might  arise  with  respect to the
     interpretation or implementation of these Registration Rights.

          (8) Indemnification. In the event that any Regis trable Securities are
     included in a registration statement under this Section (k)(2):

               (a) To the extent  permitted by law,  the Company will  indemnify
          and hold  harmless  each Holder,  any  underwriter  (as defined in the
          Securities Act) for such Holder and each person,  if any, who controls
          such Holder or underwriter within the meaning of the Securities Act or
          the Exchange Act, against any losses, claims,  damages, or liabilities
          (joint  or  several)  to  which  they may  become  subject  under  the
          Securities Act, or the Exchange Act,  insofar as such losses,  claims,
          damages,  or liabilities (or actions in respect  thereof) arise out of
          or are  based  upon  any of the  following  statements,  omissions  or
          violations  (collectively a "Violation"):  (i) any untrue statement or
          alleged  untrue  statement  of  a  material  fact  contained  in  such
          registration statement,  including any preliminary prospectus or final
          prospectus contained therein or any amendments or supplements thereto,
          (ii) the omission or alleged omission to state therein a material fact
          required to be stated  therein,  or necessary  to make the  statements
          therein not misleading, or (iii) any violation or alleged violation by
          the Company of the  Securities  Act, the Exchange  Act, or any rule or
          regulation  promulgated under the Securities Act, or the Exchange Act,
          and  the  Company  will  pay  to  each  such  Holder,  underwriter  or
          controlling   person,  as  incurred,   any  legal  or  other  expenses
          reasonably  incurred  by  them in  connection  with  investigating  or
          defending  any  such  loss,  claim,  damage,   liability,  or  action;
          provided,  however,  that the  indemnity  agreement  contained in this
          Section  (k)(8) shall not apply to amounts paid in  settlement  of any
          such loss, claim, damage,  liability,  or action if such settlement is
          effected  without the consent of the Company  (which consent shall not
          be unreasonably withheld), nor shall the Company be liable in any such
          case for any such loss,  claim,  damage,  liability,  or action to the
          extent that it arises out of or is based upon a Violation which occurs
          in reliance upon and in conformity with written information  furnished
          expressly for use in  connection  with such  registration  by any such
          Holder, underwriter or controlling person.


                                       11
<PAGE>



               (b) To the extent  permitted  by law,  each  selling  Holder will
          indemnify and hold harmless the Company,  each of its directors,  each
          of its  officers  who has  signed  the  registration  statement,  each
          person,  if any, who  controls  the Company  within the meaning of the
          Securities Act, any underwriter,  any other person selling  securities
          in such registration  statement and any controlling person of any such
          underwriter or other person, against any losses,  claims,  damages, or
          liabilities  (joint or several) to which any of the foregoing  persons
          may become  subject,  under the  Securities  Act, or the Exchange Act,
          insofar as such losses, claims, damages, or liabilities (or actions in
          respect thereto) arise out of or are based upon any Violation, in each
          case to the extent (and only to the extent) that such Violation occurs
          in reliance upon and in conformity with written information fur nished
          by such Holder expressly for use in connection with such registration;
          and each  such  Holder  will  pay,  as  incurred,  any  legal or other
          expenses  reasonably incurred by any person intended to be indemnified
          pursuant to this Section (8)(b),  in connection with  investigating or
          defending  any  such  loss,  claim,  damage,   liability,  or  action;
          provided,  however,  that the  indemnity  agreement  contained in this
          Section  (8)(b) shall not apply to amounts paid in  settlement  of any
          such loss,  claim,  damage,  liability or action if such settlement is
          effected without the consent of the Holder, which consent shall not be
          unreasonably withheld; provided, that, in no event shall any indemnity
          under this Section  (8)(b) exceed the gross proceeds from the offering
          received by such Holder.

               (c) Promptly  after  receipt by an  indemnified  party under this
          Section (8) of notice of the commencement of any action (including any
          governmental  action),  such  indemnified  party shall,  if a claim in
          respect  thereof is to be made  against any  indemnifying  party under
          this Section (8), deliver to the  indemnifying  party a written notice
          of the commencement  thereof and the indemnifying party shall have the
          right to participate in, and, to the extent the indemnifying  party so
          desires, jointly with any other indemnifying party similarly notified,
          to  assume  the  defense   thereof  with   counsel   selected  by  the
          indemnifying  party  and  approved  by the  indemnified  party  (whose
          approval shall not be unreasonably withheld);  provided, however, that
          an  indemnified  party  (together with all other  indemnified  parties
          which may be represented  without  conflict by one counsel) shall have
          the right to retain one separate  counsel,  with the fees and expenses
          to be paid by the indemnifying  party, if representation of such indem
          nified party by the counsel retained by the  indemnifying  party would
          be  inappropriate  due to  actual  or  potential  differing  interests
          between such indemnified party and any other party represented by such
          counsel in such  proceeding.  The failure to deliver written notice to
          the  indemnifying  party within a rea-



                                       12
<PAGE>


          sonable time of the commencement of any such action, if prejudicial to
          its ability to defend such action,  shall  relieve  such  indemnifying
          party of any  liability  to the  indemnified  party under this Section
          (8), but the omission so to deliver written notice to the indemnifying
          party  will not  relieve it of any  liability  that it may have to any
          indemnified party otherwise than under this Section (8).

               (d) If the  indemnification  provided  for in this Section (8) is
          held by a court of  competent  jurisdiction  to be  unavailable  to an
          indemnified party with respect to any loss, liability,  claim, damage,
          or expense referred to therein,  then the indemnifying  party, in lieu
          of indemnifying such indemnified party hereunder,  shall contribute to
          the amount  paid or payable by such  indemnified  party as a result of
          such loss, liability,  claim, damage, or expense in such proportion as
          is appropriate to reflect the relative fault of the indemnifying party
          on the  one  hand  and of  the  indemnified  party  on  the  other  in
          connection  with the  statements  or omissions  that  resulted in such
          loss,  liability,  claim,  damage,  or  expense  as well as any  other
          relevant   equitable   considerations.   The  relative  fault  of  the
          indemnifying party and of the indemnified party shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material  fact or the omission to state a material fact
          relates to information  supplied by the  indemnifying  party or by the
          indemnified party and the parties' relative intent, knowledge,  access
          to  information,  and opportunity to correct or prevent such statement
          or omission.

               (e)  Notwithstanding  the  foregoing,  to  the  extent  that  the
          provisions  on  indemnification  and  contribution  contained  in  the
          underwriting   agreement   entered   into  in   connection   with  the
          underwritten  public  offering  are in  conflict  with  the  foregoing
          provisions,   the  provisions  in  the  underwriting  agreement  shall
          control.

               (f) The obligations of the Company and Holders under this Section
          (8) shall  survive  the  completion  of any  offering  of  Registrable
          Securities  in  a  registration  statement  under  these  Registration
          Rights, and otherwise.

          (9) Reports under the Exchange Act. With a view to making available to
     the Holders the  benefits of Rule 144 and any other rule or  regulation  of
     the SEC that may at any time  permit  a Holder  to sell  securities  of the
     Company to the public  pursuant  to an  exemption  from  registration,  the
     Company agrees to:



                                       13
<PAGE>



               (a) File with the SEC in a timely  manner all  reports  and other
          documents  required of the Company  under the  Securities  Act and the
          Exchange Act; and

               (b)  Furnish  to any  Holder,  so long  as the  Holder  owns  any
          Registrable Securities,  forthwith upon request (i) a copy of the most
          recent  annual or  quarterly  report  of the  Company  and such  other
          reports and  documents  so filed by the  Company,  and (ii) such other
          information  as may be reasonably  requested in availing any Holder of
          any rule or  regulation  of the SEC which  permits  the selling of any
          such securities without registration or pursuant to such form.

          (10) Permitted Transferees. The right to cause the Company to register
     Registrable  Securities  granted  to the Holder by the  Company  under this
     Warrant may be assigned in full by a Holder in  connection  with a transfer
     by such Holder of its  Registrable  Securities  if: (a) such  Holder  gives
     prior written notice to the Company;  (b) such transferee  agrees to comply
     with the terms and  provisions  of this  Agreement;  (c) such  transfer  is
     otherwise  in  compliance  with this  Agreement  and (d) such  transfer  is
     otherwise be effected in accordance with applicable securities laws. Except
     as specifically permitted by this Section (10), the rights of a Holder with
     respect  to  Registrable   Securities  as  set  out  herein  shall  not  be
     transferable  to any other person,  and any attempted  transfer shall cause
     all rights of such Holder therein to be forfeited.

          (11)  Termination of Registration  Rights.  The right of any Holder to
     request the filing or  inclusion  in any  registration  pursuant to Section
     (k)(2) shall  terminate if all  Registrable  Securities held by such Holder
     may immediately be sold under Rule 144.

     (l)  Redemption  of Warrants.  Provided the closing  price of the Company's
Common Stock shall have been equal to or greater than $10.00 for 15  consecutive
trading days, or if on any particular  trading day within such period no trading
in such Stock  shall have  occurred  and the  closing  bid price shall have been
equal to or greater  than $10.00,  the Company  shall have the right to call the
Warrants for redemption at a price of $.001 per Warrant at any time. The Company
shall give no less than 30 days written  notice of  redemption to the Holders as
of the date of such notice.  Such notice  shall set a  redemption  date not more
than 90 days after the date of the redemption  notice (the  "Redemption  Date").
Upon the Redemption  Date, the Warrants shall be cancelled and shall  thereafter
be null and void and of no effect,  and the Company  shall pay to the Holders as
of the date of the notice the above


                                       14
<PAGE>


redemption price upon surrender of their Warrants. No Warrant will be subject to
redemption  unless at the time of the giving of such  notice the  Company has an
effective  registration  statement under the Securities Act registering its sale
of the Warrant Stock.

     (m) Transfer to Comply with the Securities Act.

          (1) This Warrant,  or any new warrant  issued  pursuant to Section (d)
     hereof,  or the Warrant Stock or any other security issued or issuable upon
     exercise of this  Warrant,  may not be offered or sold except in conformity
     with the  Securities  Act and then only against  receipt of an agreement of
     such  person  to whom  such  offer  of sale is  made  to  comply  with  the
     provisions  of this  Section  (m)  with  respect  to any  resale  or  other
     disposition of such securities.

          (2) The  Company  may cause a  customary  legend  for  securities  not
     registered  under the  Securities  Act to be set forth on each  certificate
     representing  Warrant Stock or any other  security  issued or issuable upon
     exercise of this Warrant not theretofore  distributed to the public or sold
     to  underwriters  for  distribution  to the public  pursuant to Section (k)
     hereof,  unless  counsel  for the  Company is of the opinion as to any such
     certificate that such legend is unnecessary.

     (n)   Notices.   All   notices,   requests,   claims,   demands  and  other
communications  hereunder  shall be in writing and shall be given  either (i) by
delivery in person,  in which case any such notice  shall be deemed to have been
duly given upon  receipt,  or (ii) by certified  mail,  (postage paid and return
receipt  requested),in  which case said  notice will be deemed to have been duly
given three (3) days after such mailing, to the respective parties as follows:

     If to the Company:

          SYCONET.COM, INC.
          9208A Venture Court
          Manassas Park, Virginia 20111

     If to Holder:

          DIVERSIFIED LEASING INC.
          133 Defense Highway
          Suite 106
          Annapolis, Maryland 21401



                                       15
<PAGE>



or to such other  address  as either  party may have  furnished  to the other in
writing in accordance herewith, except that notices of a change of address shall
only be effective upon receipt.

     (n)  Governing  Law.  This  Warrant  shall be governed by and  construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
principles of conflict of laws.

     (o) No Prior  Agreements.  This Warrant (i) contains the entire  agreement,
and supersedes all other prior agreements and  understandings,  both written and
oral,  between the parties hereto with respect to the subject matter hereof, and
(ii) is not  intended  to confer  upon any other  person any rights or  remedies
hereunder.

     (p) Effect of Headings.  The section  headings  herein are for  convenience
only and shall not affect the meaning or construction of this Agreement.

                                        SYCONET.COM, INC.


                                        By: ____________________________________
                                            Sy Picon, Chairman





                                       16
<PAGE>



                                  PURCHASE FORM


                                           Dated _______________________ , 20___


     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing  _____________  shares of Common Stock of  SYCONET.COM,
INC. and hereby makes payment of $__________  in payment of the actual  exercise
price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
     (please typewrite or print in block letters)

Address_________________________________________________________________________

Signature_______________________________________________________________________

Social Security or Employer I.D. No.____________________________________________


                                 ASSIGNMENT FORM


     FOR VALUE RECEIVED, _______________________________________________________

hereby sells, assigns and transfers unto

Name____________________________________________________________________________
     (please typewrite or print in block letters)

Address_________________________________________________________________________

the right to purchase Common Stock, represented by this Warrant to the extent of
__________ shares as to which right is exercisable,  and does hereby irrevocably
constitute and appoint  ____________________,  attorney, to transfer the same on
the books of the Company with full power of substitution in the premises.


                                        Signature_______________________________


Dated _______________________ , 20___



                                       17