THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.  NEITHER
THIS WARRANT NOR THE  SECURITIES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY BE
SOLD, PLEDGED, TRANSFERRED,  ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER PROVISIONS OF THE SECURITIES
ACT AND ALL APPLICABLE  STATE SECURITIES LAWS, AND IN THE CASE OF ANY EXEMPTION,
ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY
TO THE  COMPANY  THAT SUCH  TRANSACTION  DOES NOT  REQUIRE  REGISTRATION  OF THE
WARRANT OR SUCH OTHER SECURITIES.

                                     WARRANT

                                             Warrant to Purchase _____ Shares of
Warrant No. ___                              Common Stock

                              AUGMENT SYSTEMS, INC.

         THIS  CERTIFIES  that  for good and  valuable  consideration  received,
__________  (the  "Holder"),  is entitled to  subscribe  for and  purchase  from
AUGMENT SYSTEMS,  INC., a Delaware  corporation (the "Company"),  subject to the
terms and  conditions  set forth  below,  at any time or from time to time on or
after the date hereof and prior to 5:00 P.M., Boston,  Massachusetts time on the
fifth  anniversary  of the date of this Warrant (the  "Expiration  Date"),  such
five-year period being the "Exercise  Period," _________ shares of Common Stock,
$.01 par value per  share,  of the  Company  (the  "Common  Stock"),  subject to
adjustment  as provided for herein (the "Warrant  Shares"),  at a price of $0.40
per share,  subject to  adjustment  as provided for herein (as so adjusted,  the
"Exercise Price"). This Warrant shall not be redeemable by the Company. The term
"Shares" as used herein shall mean the Company's shares of Common Stock.

Section 1.                 EXERCISE OF WARRANT

         1.1 METHOD OF EXERCISE.  This  Warrant may be  exercised by Holder,  in
whole or in part, at any time,  and from time to time,  prior to the  Expiration
Date by surrender of this Warrant, together with (i) the form of subscription at
the end hereof duly executed by Holder,  to the Company at its principal office,
and (ii) (a) payment,  by certified or official  bank check payable to the order
of the Company or by wire  transfer to its  account,  in the amount  obtained by
multiplying  the  number of Warrant  Shares for which the  Warrant is then being
exercised by the Exercise Price then in effect, or (b) Non-Cash Exercise Payment
as provided for in Section 1.2 below.  Whenever  the Exercise  Price is adjusted
pursuant  to  Section  2, the  number of Warrant  Shares  shall be  adjusted  by
multiplying such number of Warrant Shares  immediately  prior to such adjustment
by a  fraction,  the  numerator  of which is the  Exercise  Price  prior to such
adjustment  and the  denominator  of  which is the  Exercise  Price  after  such
adjustment.  In the event the Warrant is not exercised in full, the Company,  at
its expense,  shall forthwith issue and deliver to or upon the order of Holder a
new  Warrant of like tenor in the name of Holder or as Holder  (upon  payment by
Holder of any applicable  transfer taxes) may request,  calling in the aggregate
on the face  thereof  for the number of shares of Common  Stock  equal  (without
giving effect to any adjustment therein) to (i) the number of such shares called
for on the face of this


                                       1

<PAGE>


Warrant  minus (ii) the number of such shares for which this Warrant  shall have
been exercised, whether in cash or pursuant to a Non-Cash Exercise Payment.

         1.2  NON-CASH  EXERCISE  PAYMENT.  In lieu of the cash  payment  of the
Exercise Price, the Holder shall have the right (but not the obligation), during
the Exercise Period, to require the Company to convert this Warrant, in whole or
in  part,  into  the  Warrant  Shares  as  provided  for in  this  Section  (the
"Conversion  Right").  Upon exercise of the Conversion  Right, the Company shall
deliver to the Holder (without payment by the Holder of the Exercise Price) that
number of  shares of Common  Stock  equal to (i) the  number of  Warrant  Shares
issuable upon exercise of the portion of the Warrant being converted, multiplied
by (ii) the quotient obtained by dividing (x) the value of the Warrant (on a per
Warrant Share basis) at the time the Conversion  Right is exercised  (determined
by  subtracting  the Exercise Price from the Current Market Price (as determined
pursuant to Section 2.4 below),  for the shares of Common  Stock  issuable  upon
exercise  of the Warrant  immediately  prior to the  exercise of the  Conversion
Right) by (y) the Current Market Price of one share of Common Stock  immediately
prior to the exercise of the Conversion  Right.  The Conversion  Rights provided
under this  Section may be  exercised  in whole or in part and at any time,  and
from time to time, while any Warrants remain  outstanding.  In order to exercise
the Conversion Right, the Holder shall surrender to the Company, at its offices,
this  Warrant  accompanied  by a duly  completed  Conversion  Notice in the form
attached hereto.  The presentation and surrender shall be deemed a waiver of the
Holder's  obligations to pay all or any portion of the aggregate  purchase price
payable for the Warrant  Shares being issued upon such exercise of this Warrant.
This Warrant (or so much thereof as shall have been  surrendered for conversion)
shall be  deemed  to have  been  converted  immediately  prior  to the  close of
business on the day of surrender of this Warrant for  conversion  in  accordance
with the  foregoing  provisions.  As  promptly  as  practicable  on or after the
conversion  date,  the Company shall issue and shall deliver to the Holder (i) a
certificate  or  certificates  representing  the largest number of whole Warrant
Shares  which the Holder  shall be entitled as a result of the  conversion,  and
(ii) if such Warrant is being converted in part only, a new Warrant  exercisable
for the  number  of  Warrant  Shares  equal to the  unconverted  portion  of the
Warrant.  Upon any exercise  (which  term,  as used  herein,  shall  include any
exercise of the  Conversion  Right) of this Warrant,  in lieu of any  fractional
Warrant  Shares to which the Holder shall be entitled,  the Company shall pay to
the Holder cash in accordance with the provisions of Section 1.4 hereof.

         1.3 DELIVERY OF STOCK CERTIFICATES. Subject to the terms and conditions
of this Warrant, the Holder shall, as of the close of business on the day of the
exercise of the Holder's rights to purchase Warrant Shares,  be deemed to be the
holder  of  record  of  the  Warrant   Shares   issuable  upon  such   exercise,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing such Warrant Shares shall not then have been actually
delivered to the Holder. As soon as practicable after each such exercise of this
Warrant,  the Company  shall issue and  deliver to the Holder a  certificate  or
certificates  for the Warrant Shares issuable upon such exercise,  registered in
the name of the Holder or its designee.  If this Warrant  should be exercised in
part only,  upon surrender of this Warrant for  cancellation,  the Company shall
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the  balance of the Warrant  Shares (or  portions  thereof)  subject to purchase
hereunder.

         1.4  FRACTIONAL  SHARES.  This  Warrant  may  not  be  exercised  as to
fractional  shares  of Common  Stock.  In the event  that the  exercise  of this
Warrant,  in full or in part,  would  result in the  issuance of any  fractional
shares of Common Stock,  then in such event the Holder shall be


                                        2

<PAGE>


entitled to cash equal to the Current  Market  Price (as defined in Section 2.4)
of such fractional shares.

         1.5  RECORDING  OF TRANSFER.  Any warrants  issued upon the transfer or
exercise in part of this Warrant  shall be numbered and shall be registered in a
Warrant Register as they are issued.  The Company shall be entitled to treat the
registered  holder of any Warrant on the  Warrant  Register as the owner in fact
thereof for all purposes and shall not be bound to  recognize  any  equitable or
other claim to or interest in such Warrant on the part of any other person,  and
shall not be liable for any  registration  or  transfer  of  warrants  which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  or transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.  This Warrant shall be transferable only on the books of the Company upon
delivery  thereof duly  endorsed by the Holder or by his or its duly  authorized
attorney or  representative,  or accompanied  by proper  evidence of succession,
assignment  or authority  to transfer.  In all cases of transfer by an attorney,
executor,   administrator,   guardian  or  other  legal   representative,   duly
authenticated  evidence  of his or its  authority  shall be  produced.  Upon any
registration of transfer, the Company shall deliver a new warrant or warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder   hereof,   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 Warrant Shares (or portions  thereof),  upon surrender
to the Company or its duly authorized agent.  Notwithstanding the foregoing, the
Company shall have no obligation to cause this Warrant to be  transferred on its
books to any  person if  counsel  to the  Company  reasonably  requests  a legal
opinion that such transfer does not violate the provisions of the Securities Act
of 1933,  as  amended,  and the rules and  regulations  thereunder,  unless such
opinion is delivered.

Section 2.   ADJUSTMENT OF EXERCISE PRICE.

         2.1  ADJUSTMENT FOR STOCK  DIVIDENDS.  In case the Company shall at any
time after the date hereof (i) declare a dividend or make any other distribution
on  the  outstanding  Shares  in  shares  of its  capital  stock  or  securities
convertible  into  or  exchangeable  for  capital  stock,   (ii)  subdivide  the
outstanding  Shares,  (iii) combine the outstanding Shares into a smaller number
of shares,  or (iv) issue any shares by  reclassification  of the Shares  (other
than a change in par value,  or from par value to no par  value,  or from no par
value to par value),  then, in each case, the Exercise Price in effect,  and the
number of Shares issuable upon exercise of the Warrants outstanding, at the time
of  the  record  date  for  such  dividend  or at the  effective  date  of  such
subdivision, combination or reclassification,  shall be proportionately adjusted
so that the Holders of the Warrants after such time shall be entitled to receive
upon exercise of the Warrant the aggregate  number and kind of shares which,  if
such Warrants had been exercised  immediately  prior to such time,  such Holders
would have owned upon such exercise and immediately  thereafter been entitled to
receive   by   virtue   of   such   dividend,   subdivision,    combination   or
reclassification.  Such adjustment shall be made successively whenever any event
listed  above shall  occur.

         2.2 OTHER  ADJUSTMENTS.  In case the Company  shall  distribute  to all
holders of Shares  (including any such  distribution made to the stockholders of
the Company in connection with a consolidation or merger in which the Company is
the surviving or continuing corporation)




                                       3

<PAGE>


evidences of its  indebtedness,  cash, or assets (other than  distributions  and
dividends payable as contemplated by Section 2.1 above), or rights,  options, or
warrants to subscribe for or purchase Shares or securities  convertible  into or
exchangeable  for  Shares,  then,  in each case,  the  Exercise  Price  shall be
adjusted by multiplying  the Exercise Price in effect  immediately  prior to the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution  by a fraction,  the numerator of which shall be the Current Market
Price (as  determined  pursuant  to Section 2.5 hereof) per Share on such record
date,  less the  fair-market  value (as determined in good faith by the board of
directors  of the  Company,  whose  determination  shall  be  conclusive  absent
manifest  error) of the portion of the evidences of indebtedness or assets so to
be  distributed,  or of such  rights,  option,  or  warrants or  convertible  or
exchangeable  securities,  or the amount of such cash,  applicable to one share,
and the denominator of which shall be such Current Market Price per Share.  Such
adjustment shall become effective at the close of business on such record date.

   2.3        Issuances of Additional Common Stock and Other Securities.
              ----------------------------------------------------------

            (a) In the event that the  Company  shall  issue or sell  additional
shares  of  Common  Stock,  or  rights,  options,  warrants  or  convertible  or
exchangeable  securities  containing  the  right to  subscribe  for or  purchase
additional  shares of Common  Stock at a price per share lower than the Exercise
Price in effect on the date of such  issuance or sale,  or if the Company  shall
amend  the  provisions  of any  rights,  options,  warrants  or  convertible  or
exchangeable  securities  such as to  reduce  the  price  per  share  applicable
thereto, then the Exercise Price in effect immediately after such event shall be
adjusted by multiplying the Exercise Price in effect  immediately  prior to such
event by a  fraction  (a) the  numerator  of  which  shall be the sum of (i) the
number of shares of Common  Stock  outstanding  immediately  prior to such event
plus (ii) the number of shares of Common Stock that the aggregate  consideration
received  in  respect  of such  additional  shares  of  Common  Stock  or  other
securities so offered would purchase divided by such Exercise Price, and (b) the
denominator  of which  shall be the sum of (i) the  number  of  shares of Common
Stock  outstanding  immediately  prior to such  event  plus  (ii) the  number of
additional  shares of Common  Stock so  issued  or sold (or  initially  issuable
pursuant to such rights,  options or warrants or into which such  convertible or
exchangeable securities are initially convertible or exchangeable).

            (b) In the event that the Company  shall  issue and sell  additional
shares  of  Common  Stock,  or  rights,  options,  warrants  or  convertible  or
exchangeable  securities  containing  the  right to  subscribe  for or  purchase
additional shares of Common Stock, for consideration  consisting, in whole or in
part, of property other than cash or its  equivalent,  then in  determining  the
aggregate  consideration  received,  the Board of Directors shall determine,  in
good faith and on a reasonable basis, the fair value of such property,  and such
determination,  if so made, shall be binding upon the Holder.  In the event that
the Company shall issue and sell  additional  shares of Common Stock, or rights,
options, warrants or convertible or exchangeable securities containing the right
to subscribe for or purchase  additional  shares of Common Stock,  together with
other  debt  or  equity   securities  for  a  fixed  amount  of  cash  or  other
consideration   for  all  such  securities  being  then  issued  and  sold,  the
consideration  received by the Company in respect of such  additional  shares of
Common  Stock,  or rights,  options,  warrants or  convertible  or  exchangeable
securities,  for purposes of computing  the  aggregate  consideration  received,
shall equal that portion of the total consideration allocable to the purchase of
such  additional  shares  of Common  Stock,  or  rights,  options,  warrants  or
convertible or exchangeable securities; PROVIDED, HOWEVER, that if the aggregate
consideration  received in respect of such additional shares of


                                       4

<PAGE>

Common  Stock,  or rights,  options,  warrants or  convertible  or  exchangeable
securities and all such other  securities then being issued and sold shall equal
or exceed the  aggregate  Fair  Market  Value of all such  additional  shares of
Common  Stock,  or rights,  options,  warrants or  convertible  or  exchangeable
securities  and all such other  securities  then being issued and sold,  then no
adjustment shall be made to the Exercise Price pursuant to this Section 2.3.

     2.4     COMPUTATION  OF ADJUSTED  EXERCISE  PRICE.  Whenever  the  Exercise
Price is adjusted as provided in this Section 2:

            (a) the Company  shall  compute the adjusted  Exercise  Price to the
nearest  one-hundredth  of a cent in  accordance  with this  Section 2 and shall
prepare a certificate  signed by the Chief Financial Officer or the Treasurer of
the Company setting forth the adjusted  Purchase Price and showing in reasonable
detail the facts upon which such adjustment is based, and such certificate shall
forthwith be filed at the office maintained pursuant to Section 4.3;

            (b) a notice  stating that the Exercise  Price has been adjusted and
setting forth the adjusted Exercise Price shall, as soon as practicable after it
is  required,  be mailed to Holder;  and at its  option,  Holder may confirm the
adjustment noted on the certificate by causing such adjustment to be computed by
an independent certified public accountant at the expense of the Company.

         2.5 CURRENT  MARKET  PRICE.  The Current  Market Price per Share on any
date shall be deemed to be the average of the daily closing  prices for the five
(5) consecutive  trading days  immediately  preceding the date in question.  The
closing price for each day shall be the last reported sales price  preceding the
date in  question.  The  closing  price for each day shall be the last  reported
sales price  regular way or, in case no such  reported  sale takes place on such
day, the closing bid regular  price regular way, in either case on the principal
national  securities exchange on which the Common Stock is listed or admitted to
trading  or, if the  Common  Stock is not listed or  admitted  to trading on any
national  securities  exchange,  the highest  reported  bid price for the Common
Stock as furnished by the  National  Association  of  Securities  Dealers,  Inc.
through NASDAQ or a similar  organization if NASDAQ is no longer  reporting such
information.  If on any such date the Common  Stock is not listed or admitted to
trading on any national  securities  exchange and is not quoted by NASDAQ on any
similar organization, the fair value of a share of Common Stock on such date, as
determined  in good  faith  by the  Board of  Directors  of the  Company,  whose
determination shall be conclusive absent manifest error, shall be used.

         2.6 MINIMUM ADJUSTMENT; LIMITATION. No adjustment in the Exercise Price
shall be required under this Section 2 unless such  adjustment  would require an
increase or decrease of at least $.01 in such price; provided, however, that any
adjustments that by reason of this Section 2.6 are not required to be made shall
be carried  forward and taken into  account in any  subsequent  adjustment.  All
calculations under this Section 2 shall be made to the nearest  one-hundredth of
a  cent  or to  the  nearest  one-hundredth  of a  share  as the  case  may  be.
Notwithstanding the foregoing provision of this Section 2, in no event shall the
Purchase  Price be reduced  below the minimum  amount for which the Common Stock
may lawfully be issued  pursuant to applicable laws and  regulations;  provided,
however, that upon the occurrence of any event that would, but for the foregoing
limitation,  give rise to an adjustment of the Purchase  Price  pursuant to this
Section 2, solely for purposes of  determining  the Warrant  Number  pursuant to
Section 1 above,


                                       5

<PAGE>


the  Purchase  Price  shall be given  effect as if  adjusted  to the full extent
provided for in this Section 2, without  regard to the  limitation  set forth in
this sentence.

         2.7   ISSUANCE  OF  EQUITY   SECURITIES   NOT   REQUIRING   ADJUSTMENT.
Notwithstanding  anything to the contrary contained herein, no adjustments shall
be made under this Section 2 as a result of any issuance of any equity  security
by the Company (i) in connection  with any  obligations  of the Company to issue
such equity  securities  that are in effect as of the date of this  Warrant,  or
(ii) upon the  conversion,  exchange,  exercise  of any stock  option,  warrant,
preferred  stock or any other  security or right  outstanding  as of the date of
this Warrant that is  convertible,  into  exchangeable  for, or  exercisable  to
purchase, directly or indirectly, shares of Common Stock.

Section 3.                 CONSOLIDATIONS AND MERGERS.

         3.1 In case of any consolidation  with or merger of the Company with or
into  another  corporation  (other than a merger or  consolidation  in which the
Company is the surviving or continuing  corporation and which does not result in
any  reclassification  of the  outstanding  Shares  or the  conversion  of  such
outstanding  Shares into shares of other stock or other securities or property),
or in case of any  sale,  lease or  conveyance  to  another  corporation  of the
property and assets of any nature of the Company as an entirety or substantially
as an entirety (such additions  being  hereinafter  collectively  referred to as
"Reorganizations"),  there shall thereafter be deliverable upon exercise of this
Warrant (in lieu of the number of Shares  theretofore  deliverable) the kind and
amount of  shares of stock or other  securities,  cash or other  property  which
would  otherwise  have  been  deliverable  to a holder  of the  number of Shares
issuable  upon the  exercise of this Warrant  upon such  Reorganization  if this
Warrant had been exercised in full immediately prior to such Reorganization.  In
case of any Reorganization,  appropriate adjustment, as determined in good faith
by the Board of Directors of the Company,  shall be made in the  application  of
the provisions  herein set forth with respect to the rights and interests of the
Holder so that the provisions  set forth herein shall  thereafter be applicable,
as nearly as possible,  in relation to any shares or other  property  thereafter
deliverable upon exercise of this Warrant.  Any such adjustment shall be made by
and set forth in a supplemental  agreement between the Company, or any successor
thereto, and the Holder and shall for all purposes hereof conclusively be deemed
to be  an  appropriate  adjustment.  The  Company  shall  not  effect  any  such
Reorganization  unless upon or prior to the  consummation  thereof the successor
corporation,  or if the Company shall be the surviving  corporation  in any such
Reorganization  and is not the issuer of the shares of stock or other securities
or property to be delivered to holders of Shares  outstanding  at the  effective
time thereof, then such issuer shall assume by written instrument the obligation
to  deliver  to the  Holder  such  shares  of stock,  securities,  cash or other
property as the Holder  shall be entitled  to  purchase in  accordance  with the
foregoing provisions.

         3.2 In case of any  reclassification  or change of the Shares  issuable
upon  exercise of this Warrant  (other than a change in par value or from no par
value to a specified par value,  or as a result of a subdivision or combination,
but  including  any change in the Shares  into two or more  classes or series of
shares),  or in case of any consolidation or merger of another  corporation into
the  Company in which the  Company is the  continuing  corporation  and in which
there is a  reclassification  or  change  (including  a change  to the  right to
receive cash or other property) of the Shares (other than a change in par value,
or from no par value to a specified  par value,  or as a result of a subdivision
or combination,  but including any change in the Shares into two or more


                                       6

<PAGE>


classes or series of  shares),  the Holder  shall have the right  thereafter  to
receive upon  exercise of this  Warrant  solely the kind and amount of shares of
stock and other securities, property, cash or any combination thereof receivable
upon such reclassification,  change,  consolidation or merger by a holder of the
number of Shares for which this Warrant  might have been  exercised  immediately
prior to such  reclassification,  change,  consolidation or merger.  Thereafter,
appropriate  provision  shall be made for  adjustments  which shall be as nearly
equivalent as practicable to the adjustments in Section 2.

         3.3 The above  provisions  to this Section 3 shall  similarly  apply to
successive   reclassifications   and   changes  of  Shares  and  to   successive
consolidations, mergers, sales, leases or conveyances.

Section 4.     CERTAIN  OBLIGATIONS  OF THE COMPANY.  Until the earlier to occur
of (i) the Expiration Date or (ii) the exercise in full of the Warrant:

         4.1  RESERVATION  OF STOCK.  The Company  covenants that it will at all
times reserve and keep available out of its authorized and unissued Common Stock
or out of shares of its  treasury  stock,  solely for the  purpose of issue upon
exercise of the purchase rights evidenced by this Warrant, a number of shares of
Common Stock equal to the number of shares of Common Stock  issuable  hereunder.
The Company will from time to time, in accordance  with the laws of the State of
Delaware,  take action to increase the authorized  amount of its Common Stock if
at any time the  number  of  shares of Common  Stock  authorized  but  remaining
unissued and unreserved for other purposes shall be  insufficient  to permit the
exercise of this Warrant.

         4.2  NO VALUATION OR  IMPAIRMENT. The Company will not, by amendment of
its Certificate of Incorporation,  including,  without limitation,  amendment of
the par value of its Common  Stock,  or through  reorganization,  consolidation,
merger,  dissolution,  issuance  of  capital  stock  or sale of  treasury  stock
(otherwise  than upon exercise of this Warrant) or sale of assets,  by effecting
any  subdivision  of or stock split or stock dividend with respect to its Common
Stock,  or by any  other  voluntary  act or deed,  avoid  or seek to  avoid  the
material  performance  or observance of any of the  covenants,  stipulations  or
conditions  in this  Warrant to be observed or  performed  by the  Company.  The
Company will at all times in good faith  assist,  insofar as it is able,  in the
carrying out of all of the provisions of this Warrant in a reasonable manner and
in the taking of all other  action that may be necessary in order to protect the
rights of the holder of this Warrant against  dilution in the manner required by
the provisions of this Warrant.

4.3   MAINTENANCE  OF  OFFICE.   The  Company  will  maintain  an  office  where
presentations  and demands to or upon the Company in respect of this Warrant may
be made.  The Company  will give notice in writing to Holder,  at the address of
Holder appearing on the books of the Company,  of each change in the location of
such office.

Section 5.      CERTAIN EVENTS.  In case at any time any of the following occur:

         (a) the  Company  shall take a record of the  holders of its Shares for
the  purpose of  entitling  them to receive a dividend or  distribution  payable
otherwise  than in cash, or a cash dividend or  distribution  payable  otherwise
than out of current  and  retained  earnings,  as  indicated  by the  accounting
treatment of such dividend or distribution on the books of the Company; or



                                        7

<PAGE>



         (b) the  Company  shall  offer to all the  holders  of its  Shares  any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or

         (c) the Company shall take any action to effect any reclassification or
change  of  outstanding  shares or any  consolidation,  merger,  sale,  lease or
conveyance of property, described in Section 3; or

         (d) the  Company  shall  take any  action  to effect  any  liquidation,
dissolution or winding-up of the Company or a sale of all or  substantially  all
of its  property,  assets  and  business;  THEN,  and in any one or more of such
cases,  the Company  shall give written  notice  thereof,  by  registered  mail,
postage prepaid, to the Holder at the Holder's address as it shall appear in the
Warrant Register,  mailed at least fifteen (15) days prior to (i) the date as of
which  the  holders  of record of Shares  to be  entitled  to  receive  any such
dividend,  distribution,   rights,  warrants  or  other  securities  are  to  be
determined,  (ii) the date on which any such offer to holders of Shares is made,
or (iii) the date on which  any such  reclassification,  change  of  outstanding
Shares, consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution  or  winding-up  is expected to become  effective and the date as of
which it is  expected  that  holders of record of Shares  shall be  entitled  to
exchange their shares for securities or other property, if any, deliverable upon
such  reclassification,  change of outstanding  shares,  consolidation,  merger,
sale,  lease,  conveyance of property,  liquidation,  dissolution or winding-up.
Nothing  herein  shall allow a Holder to delay or prevent  any of the  foregoing
actions.

Section 6.  COMPLIANCE WITH THE SECURITIES ACT; REGISTRATION RIGHTS; REDEMPTION;
TRANSFERABILITY.

         6.1 COMPLIANCE  WITH THE SECURITIES ACT. The Holder  acknowledges  that
neither this Warrant nor the shares of Common Stock  issuable  upon  exercise of
this Warrant have been registered  under the Securities Act and applicable state
securities  laws and agrees  that this  Warrant  and all shares  purchased  upon
exercise  hereof shall be disposed of only in accordance with the Securities Act
and applicable  states  securities laws and the rules and regulations of the SEC
promulgated thereunder and applicable state securities laws.

         6.2 REGISTRATION RIGHTS. The Holder shall be entitled,  with respect to
the Warrant  Shares,  to the same  registration  rights and the rights  included
therein, subject to the same obligations, as a purchaser of units of the Company
is entitled  and subject to pursuant to Section 6 of that  certain  Subscription
Agreement  by and between the Company and the Holder,  dated even date  herewith
(the "Subscription  Agreement").  The Company  acknowledges that the Holder is a
"Purchaser"  and that the Warrant Shares are  "Registrable  Securities," as such
terms are defined in Section 6.1 of the Subscription Agreement.

Section  7.  TAXES.  The  issuance  of any Shares or other  securities  upon the
exercise of this Warrant and the delivery of certificates  or other  instruments
representing such Shares or other securities shall be made without charge to the
Holder  for any tax or other  charge in respect of such  issuance.  The  Company
shall not,  however,  be required to pay any tax which may be payable in respect
of any transfer  involved in the issue and delivery of any certificate in a name



                                       8

<PAGE>


other than that of the Holder  (except for any tax that is payable in respect of
any such  transfer  and any related  exercise of this  Warrant and that would be
payable  pursuant to the first sentence of this Section 7 were such  certificate
to be issued in the name of the Holder) and the Company shall not be required to
issue or  deliver  any such  certificate  unless and until the person or persons
requesting  the issue  thereof shall have paid to the Company the amount of such
tax or shall have  established to the  satisfaction of the Company that such tax
has been paid.


Section 8.       LEGEND. Unless registered pursuant to the provisions of Section
6  hereof,  the certificate  or certificates evidencing the Warrant Shares shall
bear the following legend:

                           "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED (THE "ACT"),  OR STATE  SECURITIES LAWS, BUT HAVE BEEN
                  ISSUED  OR  TRANSFERRED  PURSUANT  TO AN  EXEMPTION  FROM  THE
                  REGISTRATION  REQURIEMENTS OF THE ACT. NO DISTRIBUTION,  SALE,
                  OFFER  FOR  SALE,   TRANSFER,   DELIVERY,   PLEDGE,  OR  OTHER
                  DISPOSITION  OF THESE  SECURITIES  MAY BE  EFFECTED  EXCEPT IN
                  COMPLIANCE  WITH THE ACT, ANY  APPLICABLE  STATE LAWS, AND THE
                  RULES  AND   REGULATIONS   OF  THE   SECURITIES  AND  EXCHANGE
                  COMMISSION AND STATE AGENCIES PROMULGATED THEREUNDER."

If after the Warrant  Shares are  registered  pursuant to Section 6 hereof,  the
Holder  wishes to have the original  legend  removed,  then,  unless the Warrant
Shares are registered pursuant to the provisions of Section 6.2 hereof (in which
case no legend shall be required),  the certificate or  certificates  evidencing
the Warrant Shares shall bear the following legend:

                           "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,
                  PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES
                  AND  EXCHANGE  COMMISSION.  HOWEVER,  SUCH  SHARES  MAY NOT BE
                  OFFERED  OR  SOLD  EXCEPT  PURUANT  TO  (i)  A  POST-EFFECTIVE
                  AMENDMENT TO SUCH  REGISTRATION  STATEMENT,  UNLESS COUNSEL OF
                  COMPANY ADVISES IN WRITING THAT SUCH POST-EFFECTIVE  AMENDMENT
                  IS NOT  REQUIRED,  IN WHICH  EVENT SUCH  SHARES MAY BE OFFERED
                  PURSUANT TO THE ORIGINAL  REGISTRATION  STATEMENT  PURSUANT TO
                  WHICH  THESE  SHARES  HAVE BEEN  REGISTERED,  (ii) A  SEPARATE
                  REGISTRATION  STATEMENT  UNDER SUCH ACT, OR (iii) AN EXEMPTION
                  FROM REGISTRATION UNDER SUCH ACT.




                                       9

<PAGE>


Section 9.  REPLACEMENT  OF  WARRANTS.  Upon (a)  surrender  of this  Warrant in
mutilated form or receipt of evidence  satisfactory  to the Company of the loss,
theft or destruction  of this Warrant and (b) in the case of any loss,  theft or
destruction  of any  Warrant,  receipt of an  indemnity  agreement  or  security
reasonably  satisfactory in form and amount to the Company,  then in the absence
of actual  notice to the Company that this  Warrant has been  acquired by a bona
fide purchaser,  the Company, at its expense, shall execute and deliver, in lieu
of this Warrant, a new Warrant identical in form to this Warrant.

Section 10. NO RIGHTS AS STOCKHOLDER.  The Holder of any Warrant shall not have,
solely on account of such status,  any rights of a  stockholder  of the Company,
either at law or in equity,  or to any notice of meetings of  stockholders or of
any other proceedings of the Company, except as provided in this Warrant.

Section 11.  REMEDIES.  The Company  stipulates  that the remedies at law of the
Holder in the event of any  breach or  threatened  breach by the  Company of the
terms of this Warrant are not and will not be adequate,  and that such terms may
be  specifically  enforced  by a  decree  for the  specific  performance  of any
agreement  contained  herein or by an injunction  against a breach of any of the
terms hereof or otherwise.

Section  12.  TRANSFER.  This  Warrant and the shares of Common  Stock  issuable
hereunder shall not be sold,  transferred,  pledged or  hypothecated  unless the
proposed  disposition  is the  subject  of a  currently  effective  registration
statement under the Securities Act or unless the Company has received an opinion
of counsel, in form and substance reasonably satisfactory to the Company, to the
effect  that  such   registration  is  not  required  in  connection  with  such
disposition.  In the case of such a sale, transfer, pledge or hypothecation,  or
in the event of the  exercise  hereof if the  Warrant  Stock so  acquired is not
registered under the Securities Act, the Company may require a written statement
that the Warrant or Warrant  Stock,  as the case may be, are being  acquired for
investment and not with a view to the distribution  thereof, and any certificate
representing  Warrant Stock issued pursuant to such exercise shall bear a legend
in substantially the form set forth on the face hereof. Subject to the first two
sentences  of  this  Section,   this  Warrant  and  all  rights   hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
registered  holder  thereof  in person or by a duly  authorized  attorney,  upon
surrender of this Warrant together with an assignment hereof properly  endorsed.
Until transfer hereof on the registration books of the Company,  the Company may
treat  the  existing  registered  holder  hereof  as the  owner  hereof  for all
purposes. Any transferee of this Warrant and any rights hereunder, by acceptance
thereof,  agrees to assume all of the  obligations  of Holder and to be bound by
all of the terms and provisions of this Warrant.

Section 13. NOTICES.  Where this Warrant provides for notice of any event,  such
notice shall be given (unless  otherwise herein  expressly  provided) in writing
and either (i)  delivered  personally,  (ii) sent by  certified,  registered  or
express mail,  postage  prepaid,  (iii)  telegraphed  or (iv) telexed or sent by
facsimile transmission,  and shall be deemed given when so delivered personally,
telegraphed,  telexed, sent by facsimile transmission  (confirmed in writing) or
mailed.  Notices shall be addressed,  if to the Holder, to the address of Holder
at such Holder's  address as it appears in the records of the Company,  or if to
the Company, to its office maintained pursuant to Section 4.3.



                                       10

<PAGE>



Section 14. SURVIVAL. The provisions of Section 4 and Section 6.2 shall  survive
the termination of this Warrant upon  exercise  in full,  but shall terminate in
any event on the Expiration Date.

Section 15.  MISCELLANEOUS.  This Warrant  shall be binding upon the Company and
Holder and their legal  representatives,  successors  and  assigns.  In case any
provision  of this  Warrant  shall be  invalid,  illegal  or  unenforceable,  or
partially invalid, illegal or unenforceable,  the provision shall be enforced to
the extent,  if any, that it may be legally enforced and the validity,  legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired  thereby.  This Warrant and any term hereof may be changed,  waived,
discharged  or  terminated  only by a statement  in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  Warrant  shall be  governed  by, and  construed  and  enforced in
accordance  with,  the  laws of the  State  of New York  without  regard  to its
principles  of conflicts of laws.  The headings in this Warrant are for purposes
of  reference  only,  and shall not limit or  otherwise  affect any of the terms
hereof. This Warrant shall take effect as an instrument under seal.


                  [Remainder of Page Intentionally Left Blank]



                                       11
<PAGE>


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

Dated as of _____________, 1998                      AUGMENT SYSTEMS, INC.


(Corporate Seal)                                     Name:______________________

                                                     Title:_____________________


Attest:


________________________________
Secretary






                                       12


<PAGE>



                              FORM OF CASH EXERCISE


TO:      Augment Systems, Inc.

         The  undersigned  hereby  exercise  its rights to  purchase  __________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of  $__________ in accordance  with the terms thereof,  and requests that
certificates for such securities be issued in the name of, and delivered to:






                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.



Dated:__________________                     Name:______________________________
                                                              (Print)



                                    ____________________________________________
                                                        (Signature)
                                     (Signature must conform to the name of the
                                     Warrant Holder specified on the face of the
                                     Warrant)



Address:________________



<PAGE>


                             CASHLESS EXERCISE FORM
            (To be executed upon conversion of the attached Warrant)

TO:      Augment Systems, Inc.

         The undersigned  hereby irrevocably elects to surrender its Warrant for
the  number of  Warrant  Shares a shall be  issuable  pursuant  to the  cashless
exercise  provisions  of  Section  1.2 of the  within  Warrant,  in  respect  of
__________  Warrant  Shares  underlying  the within  Warrant,  and requests that
certificates for such Warrant Shares be issued in the name of and delivered to:






                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of Warrant  Shares shall not be all the shares  exchangeable
or purchasable  under the within Warrant,  that a new Warrant for the balance of
the Warrant  Shares  covered by the within Warrant be registered in the name of,
and delivered to, the undersigned at the address stated below:



Dated:__________________                     Name:______________________________
                                                              (Print)



                                    ____________________________________________
                                                        (Signature)
                                     (Signature must conform to the name of the
                                     Warrant Holder specified on the face of the
                                     Warrant)



Address:________________



<PAGE>


                               FORM OF ASSIGNMENT

                 (To be executed solely by the registered holder
            if such holder desires to transfer the attached Warrant)


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers    unto    _________________________     having    an    address    at
__________________________,  the  attached  Warrant  to the  extent the right to
purchase __________ shares of Common Stock, $.01 par value per share, of AUGMENT
SYSTEMS,  INC.  (the  "Company"),  together  with all right,  title and interest
therein, and does irrevocably  constitute and appoint  _________________________
as attorney  to transfer  such  Warrant on the books of the  Company,  with full
power of substitution.



Dated:_________________       __________________________________________________
                              (Signature must conform in all respects to name of
                              Holder as specified on the face of the Warrant)



Signed in the presence of:


_____________________________________