Exhibit 4.2


                        WARRANT TO COMMON STOCK PURCHASE


NO SALE, OFFER TO SELL OR TRANSFER OF THE SECURITY REPRESENTED BY THIS COMMON
STOCK OR ISSUABLE UPON EXERCISE THEREOF SHALL BE MADE UNLESS A REGISTRATION
STATEMENT IS IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE FEDERAL
SECURITIES ACT OF 1993, AS AMENDED, AND THE SECURITIES ARE APPROPRIATELY
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR EXEMPTION
FORM THE APPLICABLE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ACT AND
SUCH LAWS ARE, IN THE OPINION OF LEGAL COUNSEL, THEN APPLICABLE TO SUCH
SECURITIES.


Void After 5:00 p.m. Minneapolis, Minnesota time on        [date]
                                                    -------------



                           5 YEAR WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                               INTER-CON/PC, INC.


GRANT DATE:                                 SHARES:

EXPIRATION DATE:                            SHARES: [alpha-numeric]



Warrant No.  064


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, __________, or his, her, or its registered assigns, is entitled to
purchase from INTER-CON/PC, INC., a Minnesota corporation (the "Company"), at
any time or from time to time prior to the time and date set forth above,
__________ ( __________ ) fully paid and nonassessable Shares of Common Stock of
the Company (such class of Shares being referred to as the "Common Stock", and
such Shares of Common Stock which may be acquired upon exercise of a Warrant
being referred to as the "Shares").

         This Warrant has been issued by the Company pursuant to a Common Stock
Purchase Agreement dated __________, by and between the Company and the original
holder of this Warrant, the provisions of which are incorporated herein by
reference with the same force and effect as if fully set forth herein.

         This Warrant is subject to the following terms and conditions:



<PAGE>


         1)       PURCHASE PRICE. Subject to adjustment as hereinafter provided,
                  the purchase price of each Share shall be $ ____________. The
                  purchase price of one Share is referred to herein as the
                  "Warrant Price."

         2)       ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number
                  and kind of securities issuable upon the exercise of this
                  Warrant shall be subject to adjustment from time to time upon
                  the happening of certain events as follows.

                  (a)      Adjustment for Dividends, Splits and Consolidations.
                           In case the Company shall at any time subdivide the
                           outstanding Common Stock into a greater number of
                           Shares or declare a dividend payable in Common Stock,
                           the Warrant Price in effect immediately prior to such
                           subdivision shall be proportionately reduced, and
                           conversely, in case the outstanding Common Stock
                           shall be combined into a smaller number of Shares,
                           the Warrant Price in effect immediately prior to such
                           combination shall be proportionately increased.

                  (b)      Adjustment for Reorganizations or Consolidations. If
                           any capital reorganization or reclassification of the
                           capital stock of the Company, or consolidation or
                           merger of the Company with another entity, or the
                           sale of all or substantially all of its assets to
                           another entity, shall be effected in such a way that
                           holders of Shares of Common Stock shall be entitled
                           to receive stock, securities or assets ("substituted
                           property") with respect to or in exchange for such
                           Shares, then the holder of this Warrant shall have
                           the right to purchase and receive upon the terms and
                           conditions specified in this Warrant, and in lieu of
                           the Shares of Common Stock immediately theretofore
                           purchasable and receivable upon the exercise of the
                           rights represented hereby, such substituted property
                           as would have been issued or delivered to the holder
                           of this Warrant if such holder had exercised this
                           Warrant and had received upon exercise of this
                           Warrant the Shares prior to such reorganization,
                           reclassification, consolidation, merger or sale.

                  (c)      Other Adjustment. If the Company takes any other
                           action, or if any other event occurs, which does not
                           come within the scope of the provisions of Section
                           2(a) or 2(b), but which should result in an
                           adjustment in the Warrant Price and/or the number of
                           Shares in order to fairly protect the purchase rights
                           of the registered holder of this Warrant, an
                           appropriate adjustment in such purchase rights shall
                           be made by the Company.

         4)       NO FRACTIONAL SHARES. No fractional Shares will be issued in
                  connection with any exercise of this Warrant. In lieu of any
                  fractional Share, which would otherwise be issuable, the
                  Company shall pay cash equal to the product of such fraction
                  multiplied by the Warrant Price on the date of exercise.

         5)       NO SHAREHOLDER RIGHTS. This Warrant shall not entitle its
                  holder to any of the rights of a shareholder of the Company
                  prior to exercise of this Warrant.

         6)       COVENANTS OF THE COMPANY. The Company covenants that during
                  the period this Warrant is exercisable, the Company will
                  reserve from its authorized and unissued Shares of Common
                  Stock a sufficient number of Shares of Common Stock to provide
                  for the issuance of Shares upon the exercise of this Warrant.
                  The Company further covenants that all Shares that may be
                  issued upon the exercise of this Warrant will, upon payment
                  and issuance, be duly authorized and issued, fully paid and
                  nonassessable shares of Common Stock.



<PAGE>

         7)       EXERCISE OF WARRANT. This Warrant may be exercised by the
                  registered holder, in whole or in part, by the surrender of
                  this Warrant at the principal office of the Company, together
                  with the Exercise Form attached hereto duly executed,
                  accompanied by payment in full of the amount of the aggregate
                  Warrant Price in cash, cashier's check or bank draft. Upon
                  partial exercise hereof, a new warrant or warrants containing
                  the same date and provisions as this Warrant shall be issued
                  by the Company to the registered holder for the number of
                  Shares with respect to which this Warrant shall not have been
                  exercised. For each partial exercise the holder shall purchase
                  a minimum of one thousand (1,000) Shares, or, if the number of
                  Shares available for exercise under the Warrant is less than
                  such minimum number, the balance of the Shares available for
                  exercise under the Warrant. A Warrant shall be deemed to have
                  been exercised immediately prior to the close of business on
                  the date the Company is in receipt of this Warrant, a
                  completed Exercise Form, all documents the Company may
                  reasonably request from the holder for the purpose of
                  complying with applicable securities and other laws, and
                  payment for the number of Shares being acquired upon exercise
                  of this Warrant. The holder entitled to receive the Shares
                  issuable upon such exercise shall be treated for all purposes
                  as the holder of record of such Shares as of the close of
                  business on such date. After such date, the Company shall
                  issue and deliver to the holder or holders entitled to receive
                  the same, a certificate or certificates for the number of full
                  Shares issuable upon such exercise, together with cash in lieu
                  of any fraction of a Share, as provided above.

         8)       INVESTMENT INTENT; RESTRICTIONS ON TRANSFER. The holder of
                  this Warrant, by acceptance hereof, agrees, represents and
                  warrants that this Warrant and the Shares which may be issued
                  upon exercise hereof are being acquired for investment, that
                  the holder has no present intention to resell or otherwise
                  dispose of all or any part of this Warrant or any Shares, and
                  that the holder will not offer, sell or otherwise dispose of
                  all or any part of this Warrant or any Shares except under
                  circumstances which will not result in a violation of the
                  Securities Act of 1933, as amended (the "Act") or applicable
                  state securities laws. The Company may condition any transfer,
                  sale, pledge, assignment or other disposition on the receipt,
                  from the party to whom this Warrant is to be so transferred or
                  to whom Shares are to be issued or so transferred, of any
                  representations and agreements requested by the Company in
                  order to permit such issuance or transfer to be made pursuant
                  to exemptions from registration under federal and applicable
                  state securities laws. Upon exercise of this Warrant, the
                  holder hereof shall, if requested by the Company, confirm in
                  writing the holder's investment purpose and acceptance of the
                  restrictions on transfer of the Shares, as well as any
                  representations and agreements requested by the Company in
                  order to permit the issuance of Shares to be made pursuant to
                  exemptions from registration under federal and applicable
                  state securities laws. The Company may place one or more
                  restrictive legends on the Warrant or any certificates
                  representing the Shares which set for the restrictions
                  contained herein, and may further place a "stop transfer"
                  restriction in the Company's books and records with respect to
                  the Warrant and any Shares. The restrictions set forth in this
                  warrant shall be binding upon any holder, donee, assignee or
                  transferee of the Warrant or the Shares.

         9)       LOCK-UP PROVISION. The holder of the Warrant or any Shares
                  shall not, without the prior written consent of the Company
                  and the managing underwriter in such offering: (i) sell,
                  transfer or otherwise dispose of, or agree to sell, transfer
                  or otherwise dispose of any of the Shares; (ii) sell, transfer
                  or otherwise dispose of, or agree to sell, transfer or
                  otherwise dispose of any right to purchase any of the Shares;
                  or (iii) sell or grant, or agree to sell or grant, options,
                  rights or warrants with respect to any of the Shares. Such
                  restrictions shall be effective for a period of time equal to
                  the period during which the managing underwriter imposes such
                  transfer restrictions on the Company's officers and directors;
                  provided, that in no event shall the restricted period
                  applicable to a holder of this Warrant exceed one hundred
                  eighty (180) days after effectiveness of the Company's
                  registration statement filed with the Securities and Exchange
                  Commission with respect to such offering.


<PAGE>

         10)      TRANSFER OF WARRANT. In the event the holder of this Warrant
                  desires to transfer this Warrant, the holder shall provide the
                  Company with a Form of Assignment, in the form attached hereto
                  describing the manner of such transfer, and an opinion of
                  counsel (reasonably acceptable to the Company) that the
                  proposed transfer may be effected without registration or
                  qualification under applicable securities laws, whereupon such
                  holder shall be entitled to transfer this Warrant in
                  accordance with the notice delivered by such holder to the
                  Company. If, in the opinion of the counsel referred to in this
                  Section, the proposed transfer or disposition described in the
                  written notice may not be effected without registration or
                  qualification of this Warrant, the Company shall give written
                  notice thereof to the holder hereof, and such holder will
                  limit its activities in respect to such proposed transfer or
                  disposition as, in the opinion of such counsel, are permitted
                  by law.

         11)      SUBDIVISION OF WARRANT. At the request of the holder of this
                  Warrant in connection with a transfer or exercise of a portion
                  of the Warrant, upon surrender of such Warrant for such
                  purpose to the Company, the Company will issue and exchange
                  therefore warrants of like tenor and date representing in the
                  aggregate the right to purchase such number of Shares of
                  Common Stock as shall be designated by such holder at the time
                  of such surrender; provided, however, that the Company's
                  obligations to subdivide securities under this Section shall
                  be subject to and conditioned upon the compliance of any such
                  subdivision with applicable securities laws.

         12)      LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon
                  receipt by the Company of evidence reasonably satisfactory to
                  it of the loss, theft, destruction or mutilation of this
                  Warrant, and in case of loss, theft or destruction, of
                  indemnity or security reasonably satisfactory to it, and upon
                  reimbursement to the Company of all reasonable expenses
                  incidental thereto and upon surrender and cancellation of this
                  Warrant, if mutilated, the Company will make and deliver a new
                  Warrant of like tenor and dates of such cancellation, in lieu
                  of this Warrant.

         13)      NO LIMITATION ON CORPORATION ACTION. No provisions of the
                  Warrant and no right or option granted or conferred hereunder
                  shall in any way limit, affect or abridge the exercise by the
                  Company of any of its corporate rights or powers to
                  recapitalize, amend its Articles of Incorporation, reorganize
                  or merge with or into another corporation, or to transfer all
                  or any part of its property or assets, or the exercise of any
                  other of its corporate rights and powers.

         14)      MISCELLANEOUS. The terms of this Warrant shall be governed by
                  the laws of the state of Minnesota without reference to such
                  state's conflicts of law provisions. The headings in this
                  Warrant are for purposes of convenience and reference only,
                  and shall not be deemed to constitute a part hereof. Neither
                  this Warrant nor any term hereof may be changed, waived,
                  discharged or terminated orally but only by an instrument in
                  writing signed by the Company and the registered holder
                  hereof. All notices and other communications from the Company
                  to the holder of this Warrant shall be by U.S. mail or by
                  overnight delivery service to the address furnished to the
                  company in writing by the last holder of this Warrant who
                  shall have furnished an address to the Company in writing.
                  Delivery shall be deemed to have occurred on the date three
                  (3) days after depositing the notice in the U.S. mail or one
                  (1) day after delivery of such notice to a reputable overnight
                  delivery service.


ISSUED this ___ day of ____________, 2000




<PAGE>

INTER-CON/PC, INC.


By:          [Signature]
         ---------------
         Michael P. Ferderer

Its:     Chief Executive Officer


<PAGE>


                                  EXERCISE FORM

                               INTER-CON/PC, INC.

                 (To be executed only upon exercise of Warrant)


         The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases _______________________ of the number of shares
of Common Stock of INTER-CON/PC, INC. purchasable with this warrant, and
herewith makes payment therefore, all at the price and on the terms and
conditions specified in this Warrant.



Dated:
       -----------------------------------------


-----------------------------------------------
Print Name of Registered Holder


-----------------------------------------------
Signature of Registered Holder


-----------------------------------------------
Capacity (if an entity holder)


-----------------------------------------------
Street Address


-----------------------------------------------
City, State, Zip Code


-----------------------------------------------
IRS Identification Number


<PAGE>


                               FORM OF ASSIGNMENT

                               INTER-CON/PC, INC.



         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 the within Warrant, with respect to the number
of Shares of Common Stock set forth below:


         NAME OF ASSIGNEE              ADDRESS                 NUMBER OF SHARES
         ----------------              -------                 ----------------











and does hereby irrevocably constitute and appoint ___________________________
Attorney to make such transfer on the books of INTER-CON/PC, INC. maintained for
that purpose, with full power of substitution in the premises.


Dates:
       -----------------------------------


------------------------------------------
Print Name of Registered Holder


------------------------------------------
Signature


------------------------------------------
Capacity (if an entity holder)