sec document




                                                                    EXHIBIT 10.3


VOID AFTER 5:00 P.M., NEW YORK, NEW YORK LOCAL TIME ON ____________, 2007.

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE  HEREOF
(COLLECTIVELY THE "SECURITIES")  HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
ANY  STATE  SECURITIES  LAW,  AND MAY NOT BE  SOLD,  PLEDGED,  HYPOTHECATED,  OR
OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT OR AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  DATATEC
SYSTEMS, INC. THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

                              DATATEC SYSTEMS, INC.

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE
                       TO PURCHASE SHARES OF COMMON STOCK

Certificate No. W-2003-_____                                ___________ Warrants
April ___, 2003

            This Warrant  Certificate  certifies  that  FAHNESTOCK & CO.,  INC.,
having an address at 125 Broad Street,  New York,  New York 10004,  or permitted
assignees is the  registered  holder (the  "Holder")  of Common  Stock  Purchase
Warrants (the  "Warrants")  to purchase  shares of the common  stock,  $.001 par
value (the "Common Stock") of DATATEC SYSTEMS, INC., a Delaware corporation (the
"Company").  The  Warrants  represented  by this Warrant  Certificate  have been
issued to the Holder as part of the consideration  paid for services provided in
connection with a private placement of units ("Units")  consisting of two shares
of Common  Stock and one  Warrant,  offered  pursuant to the  Company's  Private
Placement Memorandum dated February 6, 2003.

         1. EXERCISE OF WARRANT.

            (A) Each Warrant  enables the Holder,  subject to the  provisions of
this Warrant  Certificate to purchase from the Company at any time and from time
to time commencing on the date hereof (the "Initial  Exercise Date") through and
including 5:00 p.m., New York local time on  __________,  2007 (the  "Expiration
Date") one (1) fully paid and  non-assessable  share of Common Stock  ("Shares")
upon due presentation and surrender of this Warrant  Certificate  accompanied by
payment  of the  purchase  price of $_____  per Share  (the  "Exercise  Price").
Payment of the Exercise Price shall be made in lawful money of the United States
of America by certified or bank  cashier's  check  payable to the Company at its
principal office at 23 Madison Road, Fairfield, New Jersey 07004. As hereinafter
provided,  the Exercise Price and number of Shares purchasable upon the exercise
of the Warrants are subject to  modification or adjustment upon the happening of
certain events.

            (B) In addition to permitting  the payment of the Exercise  Price in
cash, the Holder may surrender to the Company for cancellation,  in lieu of cash
for the Exercise Price, all or a portion of the Warrants  represented hereby and







receive in  exchange  therefor  such  number of shares of Common  Stock as shall
equal the difference between the fair market value per share of the Common Stock
(determined in accordance  with Section 8(F) hereof) and the Exercise Price then
in  effect,  multiplied  by the  quotient  obtained  by  dividing  the number of
Warrants tendered by such fair market value per share of Common Stock.

            (C) This Warrant  Certificate is exercisable at any time on or after
the  Initial  Exercise  Date in whole or in part by the  Holder  in person or by
attorney duly authorized in writing at the principal office of the Company.

            (D) This Warrant is entitled to the registration  rights  referenced
in Section 9 hereof.

         2. EXCHANGE, FRACTIONAL SHARES, TRANSFER.

            (A) Upon surrender to the Company,  this Warrant  Certificate may be
exchanged for another Warrant Certificate or Warrant  Certificates  evidencing a
like  aggregate  number  of  Warrants.  If this  Warrant  Certificate  shall  be
exercised in part, the Holder shall be entitled to receive upon surrender hereof
another  Warrant  Certificate or Warrant  Certificates  evidencing the number of
Warrants not exercised;

            (B)  Anything  herein to the contrary  notwithstanding,  in no event
shall the Company be obligated to issue Warrant  Certificates  evidencing  other
than a whole number of Warrants or issue  certificates  evidencing  other than a
whole number of Shares upon the exercise of this Warrant Certificate;  PROVIDED,
HOWEVER, that the Company shall pay with respect to any such fraction of a Share
an amount of cash based upon the fair market  value of a share of Common  Stock,
determined in accordance with Section 8(F) hereof;

            (C) The  Company  may deem and treat the  person in whose  name this
Warrant  Certificate  is registered as the absolute true and lawful owner hereof
for all purposes whatsoever; and

            (D)  This  Warrant  Certificate  may not be  transferred  except  in
compliance  with the provisions of the Act or applicable  state  securities laws
and in accordance with the provisions of Section 10 hereof.

         3. RIGHTS OF A HOLDER.  No Holder  shall be deemed to be the  holder of
Common  Stock or any other  securities  of the  Company  that may at any time be
issuable on the  exercise  hereof for any purpose nor shall  anything  contained
herein be construed to confer upon the Holder any of the rights of a shareholder
of the Company or any right to vote for the  election of  directors  or upon any
matter  submitted to  shareholders at any meeting thereof or to give or withhold
consent to any corporate  action (whether upon any  reorganization,  issuance of
stock,   reclassification   or  conversion  of  stock,   change  of  par  value,
consolidation,  merger,  conveyance,  or  otherwise)  or to  receive  notice  of
meetings or to receive  dividends or  subscription  rights or otherwise  until a
Warrant  shall have been  exercised  and the Common Stock  purchasable  upon the
exercise thereof shall have become issued.

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         4. REGISTRATION  OF TRANSFER.  The Company shall maintain books for the
transfer  and  registration  of  Warrants.  Upon the transfer of any Warrants in
accordance  with the  provisions of Section 10 hereof (a "Permitted  Transfer"),
the Company  shall  issue and  register  the  Warrants in the name(s) of the new
Holder(s).  The  Warrants  shall  be  signed  manually  by the  Chairman,  Chief
Executive  Officer,  President or any Vice  President  on the one hand,  and the
Secretary or Assistant  Secretary of the Company on the other hand.  The Company
shall transfer, from time to time, any outstanding Warrants upon the books to be
maintained by the Company for such purpose upon  surrender  thereof for transfer
properly endorsed or accompanied by appropriate  instructions for transfer. Upon
any  Permitted  Transfer,  a new  Warrant  Certificate  shall be  issued  to the
transferee  and the  surrendered  Warrants  shall be  canceled  by the  Company.
Warrants may be exchanged at the option of the Holder,  when  surrendered at the
office of the  Company,  for another  Warrant,  or other  Warrants of  different
denominations,  of like tenor and  representing  in the  aggregate  the right to
purchase  a like  number  of  Shares.  Subject  to the  terms  of  this  Warrant
Certificate,  upon such  surrender and payment of the Exercise Price at any time
after the Initial  Exercise  Date,  the Company shall issue and deliver with all
reasonable  dispatch to or upon the written order of the Holder of such Warrants
and in such  name or  names as such  Holder  may  designate,  a  certificate  or
certificates  for the number of full Shares so  purchased  upon the  exercise of
such Warrants.  Such  certificate or  certificates  shall be deemed to have been
issued and any person so  designated to be named therein shall be deemed to have
become the Holder of record of such  Shares as of the date of the  surrender  of
such Warrants and payment of the Exercise Price; provided,  however, that if, at
the date of surrender and payment,  the transfer books of the Common Stock shall
be closed,  the  certificates for the Shares shall be issuable as of the date on
which such books shall be opened and until such date the Company  shall be under
no duty to deliver any certificate for such Shares; provided,  further, however,
that such transfer books, unless otherwise required by law or by applicable rule
of any national securities  exchange,  shall not be closed at any one time for a
period longer than 20 days.  The rights of purchase  represented by the Warrants
shall be exercisable,  at the election of the Holders,  either as an entirety or
from  time to time  for only  part of the  Shares  at any  time on or after  the
Initial Exercise Date.

         5. STAMP  TAX.  The  Company  will  pay  any  documentary  stamp  taxes
attributable to the initial issuance of the Shares issuable upon the exercise of
the Warrants;  provided,  however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificates for Shares in a name other than that of
the  Holder in respect of which  such  Shares are  issued,  and in such case the
Company shall not be required to issue or deliver any  certificate for Shares or
any  Warrant  until the person  requesting  the same has paid to the Company the
amount of such tax or has  established to the Company's  satisfaction  that such
tax has been paid.

         6. LOST, STOLEN OR MUTILATED CERTIFICATES.  Upon receipt by the Company
of evidence  reasonably  satisfactory  to it of the  ownership  of and the loss,
theft,  destruction  or mutilation of any Warrant,  and (a) in the case of loss,
theft or destruction,  of indemnity reasonably satisfactory to it (provided that
if the Holder of such Warrant is, or is a nominee for, an original holder,  such
person's  own   unsecured   agreement  of  indemnity   shall  be  deemed  to  be
satisfactory), or (b) in the case of mutilation, upon surrender and cancellation
thereof,  the Company at its own expense  shall  execute  and  deliver,  in lieu
thereof, a new Warrant identical in all respects to such lost, stolen, destroyed
or mutilated Warrant.

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         7. RESERVED SHARES. The Company warrants that there have been reserved,
and covenants that at all times in the future it shall keep reserved, out of the
authorized and unissued  Common Stock, a number of shares  sufficient to provide
for  the  exercise  of the  rights  of  purchase  represented  by  this  Warrant
Certificate.  If at any time the number of  authorized  but  unissued  shares of
Common Stock shall not be  sufficient  to effect the exercise of this Warrant at
the Exercise Price then in effect,  the Company shall take such corporate action
as may, in the reasonable  opinion of its counsel,  be necessary to increase its
authorized but unissued shares of Common Stock (and, if applicable, of any other
securities  for which this Warrant may be exercised) to such number of shares as
shall be  sufficient  for such  purposes.  The  Company  agrees  that all Shares
issuable upon exercise of the Warrants  shall be, at the time of delivery of the
certificates  for such Shares,  validly issued and  outstanding,  fully paid and
non-assessable  and that  the  issuance  of such  Shares  will not give  rise to
preemptive rights in favor of existing stockholders.

         8. ANTI-DILUTION PROVISIONS.

            (A)      DIVIDENDS,      RECLASSIFICATIONS,       RECAPITALIZATIONS,
REORGANIZATIONS,  ETC. In the event that the Company shall, at any time prior to
the exercise of this Warrant and prior to the full exercise hereof:  (i) declare
or pay to the  holders  of the Common  Stock a  dividend  payable in any kind of
shares  of stock  of the  Company;  or (ii)  adopt a plan of  reorganization  or
recapitalization or change, divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or in shares
of any class or classes;  or (iii) sell,  lease,  transfer,  convey or otherwise
dispose of all or substantially  all of its assets; or (iv) merge or consolidate
with or into  one or more  corporations  or  other  entities;  or (v)  make  any
distribution  of its assets to holders of its Common Stock as a  liquidation  or
partial  liquidation  dividend  or by way of return of capital;  then,  upon the
subsequent exercise of this Warrant, the Holder shall receive, in addition to or
in  substitution  for the shares of Common Stock to which it would  otherwise be
entitled  upon such  exercise,  the kind and amount of shares of stock and other
securities and property receivable upon such  reorganization,  reclassification,
consolidation,  merger  or sale by a holder  of the  number  of shares of Common
Stock the Holder  would have  received  had all  Warrant  Shares  issuable  upon
exercise of this Warrant been issued  immediately  prior to the happening of any
of the foregoing  events,  at a price equal to the Exercise Price then in effect
(the kind,  amount and price of such stock and other securities to be subject to
adjustment as herein provided).

            (B) MERGERS,  ETC. The Company covenants and agrees that it will not
merge or consolidate with or into or sell, lease, transfer,  convey or otherwise
dispose of all or  substantially  all of its assets to any other  corporation or
entity unless at the time of or prior to such transaction such other corporation
or other entity shall expressly assume all of the liabilities and obligations of
the Company  under this Warrant and  (without  limiting  the  generality  of the
foregoing)  shall  expressly  agree  that  the  Holder  of  this  Warrant  shall
thereafter  have the right to receive  upon the  exercise  of this  Warrant  the
number and kind of shares of stock and other securities and property  receivable
upon such  transaction  by a Holder of the number and kind of shares which would
have been receivable upon the exercise of this Warrant immediately prior to such
transaction.

                                       4





            (C)  NOTICE OF  CERTAIN  TRANSACTIONS.  If, at any time  while  this
Warrant is outstanding, the Company shall pay any dividend payable in cash or in
Common  Stock,  shall  offer to the  holders  of its  Common  Stock  rights  for
subscription  or  purchase  by them of any  shares  of stock of any class or any
other rights, shall enter into an agreement to merge or consolidate with another
corporation,  or shall propose to liquidate or dissolve,  then the Company shall
cause notice  thereof to be mailed to the  registered  Holder of this Warrant at
its address appearing on the registration books of the Company, at least 30 days
prior  to (i)  the  record  date as of  which  holders  of  Common  Stock  shall
participate in such dividend,  distribution,  subscription  or other rights,  or
liquidation  or  dissolution  or (ii) the  effective  date of any such  event or
transaction  and  shall  permit  the  Holder to  exercise  this  Warrant  or any
unexercised portion thereof at any time within 20 days following receipt of such
notice.

            (D)   EXCLUSIONS.   Anything   in  this   Section   8  to   contrary
notwithstanding, no adjustment in the Exercise Price shall be made in connection
with the  issuance of up to an  aggregate  of  2,000,000  shares of Common Stock
(including  any shares of Common Stock  issuable upon  conversion or exercise of
Convertible Securities) in connection with the acquisition, in whole or in part,
of the assets or stock of another  entity or any part  thereof that is currently
subject to a letter of intent.

            (E) CARRY  FORWARDS.  Anything  in this  Section  8 to the  contrary
notwithstanding,  no adjustment in the Exercise  Price shall be required  unless
such  adjustment  would  require an  increase or decrease of at least 5% in such
Exercise Price; provided,  however, that any adjustments which by reason of this
Subsection  (D) are not  required to be made shall be carried  forward and taken
into  account in making  subsequent  adjustments.  All  calculations  under this
Section 8 shall be made to the nearest cent or to the nearest  tenth of a share,
as the case may be.

            (F) FAIR MARKET VALUE.  For purposes of (1) payments for  fractional
Shares  pursuant to Section 2 hereof and (2) determining the number of Shares to
be issued  pursuant to the exercise  provision of Section 1(B) hereof,  the fair
market value of a share of Common Stock on the date of any such fractional share
payment or date of exercise shall be the  arithmetical  average of the following
prices for such of the twenty (20) business days immediately  preceding the date
of inquiry as shall be available:

                 (i) If the  Common  Stock is  listed on a  national  securities
            exchange or National  Association of Securities  Dealer's  Automated
            Quotation System ("NASDAQ")  National Market, the last sale price on
            such day or,  if there  shall  have  been no sale on such  day,  the
            average of the  closing  bid and asked  prices on such  exchange  or
            National Market on such day; or

                 (ii) If (i)  shall  not apply  but the  Common  Stock  shall be
            included  in the NASDAQ  SmallCap  Market,  the  average of the last
            sales price on such day or, if there shall have been no sale on such
            day,  the average of the  closing  bid and asked  prices on such day
            quoted by brokers and dealers  making a market in NASDAQ,  furnished
            by any member of the New York Stock Exchange or NASD selected by the
            Company for that purpose; or

                                       5





                 (iii) If (i) and (ii)  shall  not apply  but the  Common  Stock
            shall be quoted on the  NASD's  OTC  Bulletin  Board or be quoted by
            three  brokers  regularly  making a  market  in such  shares  in the
            over-the-counter  market,  the  average of the closing bid and asked
            prices on such day,  furnished  by any  member of the New York Stock
            Exchange or NASD selected by the Company for that purpose; or

                 (iv) If none of (i), (ii) or (iii) shall apply, the fair market
            value of the Common  Stock  shall be  reasonably  determined  by the
            Board of Directors of the Company in its sole discretion.

            (G)  NOTICE OF  ADJUSTMENTS.  Upon any  adjustment  of the  Exercise
Price, then and in each such case the Company shall promptly deliver a notice to
the  registered  Holder of this  Warrant,  which notice shall state the Exercise
Price  resulting from such  adjustment and the increase or decrease,  if any, in
the number of Shares purchasable at such price upon the exercise hereof, setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such calculation is based.

         9. CERTAIN REGISTRATION RIGHTS.

            The Holder of this  Warrant  Certificate  shall be entitled to those
rights  to  register  the  public  resale  of the  Shares  under  the Act as are
contained  in Section E of the  Securities  Purchase  Agreement  executed by the
Holder and the  Company in  connection  with the  issuance  of the Units and the
provisions of such Section E are deemed incorporated herein by reference.

        10. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

            (A) The Holder of this Warrant  Certificate,  each transferee hereof
and any Holder and transferee of any Shares, by his acceptance  thereof,  agrees
that (a) no public  distribution of Warrants or Shares will be made in violation
of the Act,  and (b) during such period as the  delivery  of a  prospectus  with
respect to Warrants or Shares may be required by the Act, no public distribution
of Warrants or Shares will be made in a manner or on terms  different from those
set forth in, or without delivery of, a prospectus then meeting the requirements
of Section 10 of the Act and in  compliance  with  applicable  state  securities
laws. Furthermore,  it shall be a condition to the transfer of the Warrants that
any transferee  thereof  deliver to the Company his written  agreement to accept
and be  bound by all of the  terms  and  conditions  contained  in this  Warrant
Certificate.

            (B) This  Warrant  or the  Shares  or any other  security  issued or
issuable upon exercise of this Warrant may not be sold or otherwise  disposed of
except as follows:

            (1) To a person  who,  in the  opinion  of  counsel  for the  Holder
reasonably acceptable to the Company, is a person to whom this Warrant or Shares
may legally be transferred  without  registration  and without the delivery of a
current  prospectus  under the Act with  respect  thereto and then only  against
receipt of an  agreement  of such person to comply with the  provisions  of this
Section 10 with respect to any resale or other  disposition of such  securities,
which  agreement  shall be satisfactory in form and substance to the Company and
its counsel;  provided that the  foregoing  shall not apply to any such Warrant,
Shares or other  security as to which such Holder shall have received an opinion

                                       6





letter from counsel to the Company as to the exemption thereof from registration
under the Act pursuant to Rule 144(k) under the Act; or

            (2) To any  person,  after a  registration  statement  under the Act
becomes  effective  with respect to the Warrants or Shares,  upon  delivery of a
prospectus then meeting the  requirements of the Act relating to such securities
and the offering thereof for such sale or disposition.

            (C) Each certificate for Shares issued upon exercise of this Warrant
shall bear a legend relating to the  non-registered  status of such Shares under
the Act,  unless at the time of exercise of this Warrant such Shares are subject
to a currently effective registration statement under the Act.

        11. MISCELLANEOUS.

            (A) LAW TO GOVERN.  This Warrant  shall be governed by and construed
in accordance with the substantive laws of the State of New York, without giving
effect to conflict of laws principles.

            (B) ENTIRE  AGREEMENT.  This  Warrant  Certificate  constitutes  and
expresses the entire  understanding  between the parties  hereto with respect to
the  subject  matter  hereof,  and  supersedes  all  prior  and  contemporaneous
agreements  and  understandings,  inducements or conditions  whether  express or
implied,  oral or written.  Neither this Warrant  Certificate nor any portion or
provision hereof may be changed, waived or amended orally or in any manner other
than by an agreement in writing signed by the Holder and the Company.

            (C)  NOTICES.   Except  as   otherwise   provided  in  this  Warrant
Certificate, all notices, requests, demands and other communications required or
permitted under this Warrant Certificate or by law shall be in writing and shall
be deemed to have been duly given, made and received only when delivered against
receipt or when  deposited in the United States  mails,  certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:

            Company:             DATATEC SYSTEMS, INC.
                                 23 Madison Road
                                 Fairfield, NJ 07004
                                 Attn: President


            With a copy to:      OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 Park Avenue
                                 New York, NY 10022
                                 Attn:  Robert H. Friedman, Esq.


            Holder:              At the address shown for the Holder
                                 in the registration book maintained
                                 by the Company.

                                       7





            (D)  SEVERABILITY.  If any provision of this Warrant  Certificate is
prohibited by or is unlawful or  unenforceable  under any  applicable law of any
jurisdiction,  such provision shall, as to such jurisdiction be in effect to the
extent of such prohibition without invalidating the remaining provisions hereof;
provided,  however,  that any such  prohibition  in any  jurisdiction  shall not
invalidate such provision in any other jurisdiction;  and provided, further that
where the provisions of any such applicable law may be waived,  that they hereby
are waived by the Company and the Holder to the full extent permitted by law and
to the end that  this  Warrant  instrument  shall be  deemed  to be a valid  and
binding agreement in accordance with its terms.

                                       8





            IN WITNESS WHEREOF,  Datatec  Systems,  Inc. has caused this Warrant
Certificate  to be signed by its duly  authorized  officers as of the date first
written above.

                                        DATATEC SYSTEMS, INC.



                                        By:_____________________________________
                                             Isaac J. Gaon, Chairman and CEO

Attest:



By:__________________________________
Name:
Title:



[CORPORATE SEAL]

                                       9





                                  PURCHASE FORM


To:    DATATEC Systems, Inc.
       23 Madison Road
       Fairfield, New Jersey 07004


       Dated:  ________________


            The undersigned  hereby  irrevocably elects to exercise the attached
Warrant Certificate,  Certificate No. W-2003-___,  to the extent of ____________
Shares of Common Stock, $.001 par value per share of DATATEC SYSTEMS,  INC., and
hereby makes payment of $_________  in payment of the aggregate  exercise  price
thereof.


            In accordance  with the terms of the attached  Warrant  Certificate,
Certificate  No.  W-2003-___,  the  undersigned  hereby  irrevocably  elects  to
exercise such Warrant  Certificate,  Certificate  No.  W-2003-___  pursuant to a
cashless exercise,  to the extent of ____________  Shares of Common Stock, $.001
par value  per  share of  DATATEC  SYSTEMS,  INC.  (the  "Shares"),  and  hereby
authorizes  DATATEC SYSTEMS,  INC. to withhold _____ Shares having a total value
of $__________, such value being determined in accordance with the terms of this
Warrant Certificate, Certificate No. W-2003-___, from the Shares otherwise to be
received.

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name: __________________________________________________________________________
                     (Please typewrite or print in block letters)

Address: _______________________________________________________________________

         _______________________________________________________________________

                                                 __________________________

                                                 __________________________

                                                 By:_______________________

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