NEITHER THIS WARRANT NOR THE COMMON  STOCK WHICH MAY BE ACQUIRED  UPON  EXERCISE
HEREOF  HAVE  BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED
("ACT"),  OR  UNDER  ANY  STATE  SECURITIES  LAW AND MAY NOT BE  PLEDGED,  SOLD,
TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAW, OR
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL,  SATISFACTORY TO THE COMPANY,
THAT SUCH  REGISTRATION IS NOT REQUIRED.  THE COMPANY'S  SUBSCRIPTION  AGREEMENT
WITH THE HOLDER CONTAINS ADDITIONAL PROVISIONS  RESTRICTING THE TRANSFER OF THIS
WARRANT.  A COPY OF SUCH  AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S
OFFICE.

                                                             For the Purchase of
No.  [__]                                                       [__] shares of
                                                                 Common Stock


                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                              AUGMENT SYSTEMS, INC.

                            (A Delaware Corporation)


         Augment  Systems,  Inc.,  a Delaware  corporation  ("Company"),  hereby
certifies  that  [___],  or  his,  her or its  registered  assigns  ("Registered
Holder"),  is entitled,  subject to the terms set forth below,  to purchase from
the  Company,  at any time or from time to time  during  the  period  commencing
January  30,  1998  ("Commencement   Date")  and  ending  on  January  30,  2003
("Expiration  Date"),  50,000  shares of Common  Stock,  $.01 par value,  of the
Company ("Common Stock"),  at an initial exercise price equal to $1.00 per share
(subject to adjustment as provided below).  The number of shares of Common Stock
purchasable  upon  exercise of this Warrant,  and the exercise  price per share,
each as adjusted from time to time  pursuant to the  provisions of this Warrant,
are  hereinafter  referred to as the "Warrant  Stock" and the "Exercise  Price,"
respectively.

         1.       EXERCISE.

          (a) This Warrant may be exercised by the Registered  Holder,  in whole
or in part, by surrendering this Warrant, with the purchase form appended hereto
as Exhibit I duly executed by such Registered Holder, at the principal office of
the  Company,  or at such other  office or agency as the Company may  designate,
accompanied  by payment in full,  in lawful money of the United  States,  of the
Exercise Price payable in respect of the number of shares of Warrant Stock being
purchased upon such exercise.




<PAGE>

          (b) Each  exercise  of this  Warrant  shall  be  deemed  to have  been
effected  immediately  prior to the  close of  business  on the day on which the
Warrant  shall have been  surrendered  to the Company as provided in  subsection
1(a)  above.  At such  time,  the  person or  persons in whose name or names any
certificates  for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Stock represented by such certificates.

          (c) As soon as practicable  after the exercise of this Warrant in full
or in part the  Company at its  expense  will cause to be issued in the name of,
and delivered to, the Registered Holder, or, subject to the terms and conditions
hereof,  as such Holder (upon payment by such Holder of any applicable  transfer
taxes) may direct:

               (i) a certificate or  certificates  for the number of full shares
     of Warrant  Stock to which such  Registered  Holder shall be entitled  upon
     such exercise, and

               (ii) in case such  exercise  is in part  only,  a new  warrant or
     warrants (dated the date hereof) of like tenor, calling in the aggregate on
     the face or faces  thereof for the number of shares of Warrant  Stock equal
     (without  giving  effect to any  adjustment  therein) to the number of such
     shares  called  for on the face of this  Warrant,  minus the number of such
     shares purchased by the Registered Holder upon such exercise as provided in
     subsection 1(a) above.

          (d) In  lieu  of the  payment  of the  Exercise  Price  in the  manner
required  by  Section  1(a),  the  Holder  shall  have  the  right  (but not the
obligation)  to pay the  Exercise  Price for the  shares of Common  Stock  being
purchased with this Warrant upon exercise by the surrender to the Company of any
exercisable but unexercised portion of this Warrant having a "Value" (as defined
below),  at the close of trading on the last trading day  immediately  preceding
the exercise of this  Warrant,  equal to the Exercise  Price  multiplied  by the
number of shares  of Common  Stock  being  purchased  upon  exercise  ("Cashless
Exercise  Right").  The sum of (x) the  number of shares of Common  Stock  being
purchased upon exercise of the non-surrendered  portion of this Warrant pursuant
to this  Cashless  Exercise  Right and (y) the number of shares of Common  Stock
underlying the portion of this Warrant being surrendered, shall not in any event
be greater than the total number of shares of Common Stock  purchasable upon the
complete  exercise of this Warrant if the Exercise  Price were paid in cash. The
"Value"  of the  portion  of the  Warrant  being  surrendered  shall  equal  the
remainder  derived from  subtracting  (x) the Exercise  Price  multiplied by the
number of shares of Common Stock  underlying  the portion of this Warrant  being
surrendered  from (y) the Market Price of a share of Common Stock  multiplied by
the number of shares of Common  Stock  underlying  the  portion of this  Warrant
being surrendered.  As used in this Warrant, the term "Market Price" at any date
shall be deemed to be the last  reported  sale price of the Common Stock on such
date,  or, in case no such reported sale takes place on such day, the average of
the last reported sale price for the  immediately  preceding three trading days,
in either case as  officially  reported by the national  securities  exchange on
which the


                                       2

<PAGE>

Common Stock is trading,  or, if the Common Stock is not  principally  traded on
any national securities  exchange,  the last reported sale price as furnished by
the NASD  through  the  Nasdaq  National  Market  or  SmallCap  Market,  or,  if
applicable,  the OTC  Bulletin  Board,  or if the Common  Stock is not listed or
admitted  to trading on the Nasdaq  National  Market or  SmallCap  Market or OTC
Bulletin  Board  or  similar  organization,  as  determined  in  good  faith  by
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it. The Cashless Exercise Right may be exercised by the
Holder on any business day on or after the Commencement  Date and not later than
the Expiration Date by delivering the Warrant with a duly executed exercise form
attached  hereto with the cashless  exercise  section  completed to the Company,
exercising the Cashless Exercise Right and specifying the total number of shares
of Common Stock being purchased pursuant to such Cashless Exercise Right.

         2.       ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

          (a) If the outstanding  shares of the Company's  Common Stock shall be
subdivided  or split into a greater  number of shares,  or a dividend  in Common
Stock shall be paid in respect of Common  Stock,  the  Exercise  Price in effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the  effectiveness  of such  subdivision or split or
immediately after the record date of such dividend be  proportionately  reduced.
If the  outstanding  shares of Common  Stock shall be combined or  reverse-split
into a smaller number of shares,  the Exercise Price in effect immediately prior
to  such   combination  or   reverse-split   shall,   simultaneously   with  the
effectiveness  of  such  combination  or   reverse-split,   be   proportionately
increased.

          (b)   If   there   shall   occur   any   capital   reorganization   or
reclassification of the Company's Common Stock (other than a change in par value
or a subdivision or combination  as provided for in subsection  2(a) above),  or
any consolidation or merger of the Company with or into another corporation,  or
a transfer  of all or  substantially  all of the assets of the  Company,  or the
payment of a liquidating distribution, then, as part of any such reorganization,
reclassification,  consolidation,  merger,  sale  or  liquidating  distribution,
lawful  provision  shall be made so that the  Registered  Holder of this Warrant
shall have the right  thereafter  to receive  upon the  exercise  hereof (to the
extent,  if any,  still  exercisable)  the kind and amount of shares of stock or
other  securities  or  property  which such  Registered  Holder  would have been
entitled  to  receive  if,   immediately  prior  to  any  such   reorganization,
reclassification,  consolidation,  merger, sale or liquidating distribution,  as
the case may be, such Registered  Holder had held the number of shares of Common
Stock which were then purchasable upon the exercise of this Warrant. In any such
case, appropriate adjustment (as reasonably determined by the Board of Directors
of the Company)  shall be made in the  application  of the  provisions set forth
herein with respect to the rights and  interests  thereafter  of the  Registered
Holder of this  Warrant  such that the  provisions  set forth in this  Section 2
(including  provisions  with respect to adjustment of the Exercise  Price) shall
thereafter be applicable, as nearly as practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.



                                       3

<PAGE>

          (c) When any adjustment is required to be made in the Exercise  Price,
the number of shares of Warrant  Stock  purchasable  upon the  exercise  of this
Warrant  shall be changed to the number  determined  by  dividing  (i) an amount
equal to the  number  of  shares  issuable  upon the  exercise  of this  Warrant
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior to such  adjustment,  by (ii) the  Exercise  Price in  effect
immediately after such adjustment.

          (d) No  adjustment in the per share  Exercise  Price shall be required
unless such  adjustment  would  require an increase or decrease in the  Exercise
Price of at least $0.01; provided, however, that any adjustments which by reason
of this paragraph 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 cent or to the nearest  1/100th of a share,  as the
case may be.  Anything in this  Section 2 to the contrary  notwithstanding,  the
Company  shall be entitled  to make such  reductions  in the per share  Exercise
Price,  in addition to those  required by this Section 2 as in its discretion it
shall deem to be  advisable  in order that any stock  dividend,  subdivision  of
shares or  distribution  rights to purchase  stock or securities  convertible or
exchangeable for stock hereafter made by the Company to its  stockholders  shall
not be taxable.

      3.  FRACTIONAL  SHARES.  The  Company  shall  not  be  required  to  issue
certificates  representing  fractions of shares of Common Stock or Warrants upon
the  exercise or transfer of the  Purchase  Option,  nor shall it be required to
issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest  whole number of Warrants,  shares of Common Stock or
other securities, properties or rights.

      4. LIMITATION ON SALES, etc. Each holder of this Warrant acknowledges that
this Warrant and the Warrant Stock have not been registered under the Securities
Act of 1933, as now in force or hereafter amended, or any successor  legislation
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise  dispose of this Warrant or any Warrant Stock issued upon its exercise
in the absence of (a) an effective  registration  statement  under the Act as to
this Warrant and the Warrant Stock issued upon its exercise and  registration or
qualification  of this Warrant or such Warrant Stock under any  applicable  Blue
Sky or state  securities  law then in  effect,  or (b) an  opinion  of  counsel,
satisfactory to the Company,  that such  registration and  qualification are not
required.

      Without limiting the generality of the foregoing,  unless the offering and
sale of the Warrant  Stock to be issued upon the  exercise of the Warrant  shall
have been  effectively  registered  under the Act, the Company shall be under no
obligation  to issue the shares  covered by such  exercise  unless and until the
Registered Holder shall have executed an investment letter in form and substance
reasonably satisfactory to the Company, including a warranty at the time of such
exercise that it is acquiring  such shares for its own account,  for  investment
and not with a view to, or for sale in connection  with, the distribution of any
such  shares,  in  which  event  the  Registered  Holder  shall  be bound by the
provisions  of a legend or legends to such effect  which shall be endorsed  upon
the  certificate(s)  representing  the  Warrant  Stock  issued  pursuant to such
exercise.



                                       5

<PAGE>

      5.  CERTAIN  DIVIDENDS.  If  the  Company  pays  a  dividend  or  makes  a
distribution on the Common Stock payable  otherwise than in cash out of earnings
or earned surplus  (determined in accordance with generally accepted  accounting
principles)  except  for a stock  dividend  payable  in shares  of Common  Stock
("Property Dividend"), then the Company will pay or distribute to the Registered
Holder of this  Warrant,  upon the exercise  hereof,  in addition to the Warrant
Stock purchased upon such exercise,  the Property Dividend which would have been
paid to such  Registered  Holder if the Registered  Holder had been the owner of
record of such shares of Warrant Stock  immediately prior to the date on which a
record is taken for such Property  Dividend or, if no record is taken,  the date
as of which the record  holders of Common  Stock  entitled to such  dividends or
distribution are to be determined.

         6.       REGISTRATION RIGHTS OF WARRANT HOLDER.

          (a) The  Holders  shall have the right  until the  Expiration  Date to
include the Warrant Stock as part of any other  registration of securities filed
by the Company (other than in connection with a transaction contemplated by Rule
145(a)  promulgated  under  the Act or  pursuant  to Form S-8 or any  equivalent
form),  subject to the  discretion of the  underwriter(s),  if any, to limit the
number of shares of Warrant Stock,  including zero shares, to be included in the
registration.

          (b) The  Company  shall  bear  all  fees  and  expenses  attendant  to
registering  the  Warrant  Stock,   but  the  Holders  shall  pay  any  and  all
underwriting  commissions and the expenses of any legal counsel  selected by the
Holders to represent them in connection with the sale of the Warrant Stock.  The
Company  agrees to use its best efforts to cause the filing  required  herein to
become  effective  promptly and to qualify or register the Warrant Stock in such
States as are reasonably requested by the Holder(s);  provided, however, that in
no event shall the Company be required to register the Warrant  Stock in a State
in which  such  registration  would  cause (i) the  Company to be  obligated  to
register  or  license  to do  business  in such  State,  or (ii)  the  principal
stockholders  of the Company to be  obligated  to escrow their shares of capital
stock of the Company.  The Company shall cause any registration  statement filed
pursuant to the rights  granted under this Section 6 to remain  effective  until
the  earliest  of (i) the  Expiration  Date,  (ii) the date by which  all of the
Warrant Stock have been sold pursuant to the  registration  statement,  or (iii)
the date by which all of the  Warrant  Stock are  eligible  for  resale  without
restriction pursuant to Rule 144(K) promulgated under the Act.

          (c) The Company shall  indemnify the Holder(s) of the Warrant Stock to
be sold pursuant to any  registration  statement  hereunder and each person,  if
any,  who controls  such Holders  within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
reasonable   attorneys'   fees  and  other  expenses   reasonably   incurred  in
investigating, preparing or defending against any claim




                                       5

<PAGE>

whatsoever)  to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement. The Holder(s) of the
Warrant  Stock to be sold  pursuant to such  registration  statement,  and their
successors and assigns, shall severally, and not jointly, indemnify the Company,
against all loss, claim, damage,  expense or liability (including all reasonable
attorneys'  fees  and  other  expenses  reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
furnished by or on behalf of such Holders,  or their  successors or assigns,  in
writing, for specific inclusion in such registration statement.

          (d) Nothing  contained in this Warrant shall be construed as requiring
the Holder(s) to exercise their Warrants prior to or after the initial filing of
any registration statement or the effectiveness thereof.

          (e) The Company shall furnish to each Holder  participating  in any of
the foregoing offerings and to each underwriter of any such offering,  if any, a
signed counterpart,  addressed to such Holder or underwriter,  of (i) an opinion
of  counsel  to the  Company,  dated  the  effective  date of such  registration
statement (and, if such registration  includes an underwritten  public offering,
an  opinion  dated  the date of the  closing  under any  underwriting  agreement
related  thereto),  and (ii) a "cold comfort" letter dated the effective date of
such registration  statement (and, if such registration includes an underwritten
public  offering,  a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a report
on the Company's financial  statements included in such registration  statement,
in each case  covering  substantially  the same  matters  with  respect  to such
registration statement (and the prospectus included therein) and, in the case of
such accountants'  letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants'  letters  delivered to  underwriters in underwritten  public
offerings of securities.  The Company shall also deliver promptly to each Holder
participating  in the  offering  requesting  the  correspondence  and  memoranda
described  below and to the managing  underwriter  copies of all  correspondence
between  the  Commission  and the  Company,  its  counsel  or  auditors  and all
memoranda  relating to discussions with the Commission or its staff with respect
to the registration  statement and permit each Holder and underwriter to do such
investigation,  upon  reasonable  advance  notice,  with respect to  information
contained in or omitted from the  registration  statement as it deems reasonably
necessary  to comply with  applicable  securities  laws or rules of the National
Association of Securities  Dealers,  Inc.  ("NASD").  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent and at such reasonable  times and as often as any such Holder
shall reasonably request.

          (f)  Each  of the  Holder(s)  participating  in  any of the  foregoing
offerings  shall furnish to the Company a completed  and executed  questionnaire
provided by the Company  requesting  information  customarily  sought of selling
securityholders.



                                       6

<PAGE>

          7.  RESERVATION  OF STOCK.  The Company will at all times  reserve and
keep  available,  solely for  issuance  and  delivery  upon the exercise of this
Warrant, such shares of Warrant Stock and other stock,  securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.


          8.  REPLACEMENT  OF  WARRANTS.  Upon  receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.


          9. TRANSFERS, etc. The Company will maintain a register containing the
names and addresses of the Registered Holders of this Warrant and of the holders
of other warrants of like tenor issued simultaneously  hereunder. Any Registered
Holder may change its,  his or her  address as shown on the warrant  register by
written notice to the Company requesting such change.


          Until any  transfer of this  Warrant is made in the warrant  register,
the  Company may treat the  Registered  Holder of this  Warrant as the  absolute
owner hereof for all purposes;  provided, however, that if and when this Warrant
is properly  assigned in blank,  the Company may (but shall not be obligated to)
treat  the  bearer  hereof  as the  absolute  owner  hereof  for  all  purposes,
notwithstanding any notice to the contrary.


         10. MAILING OF NOTICES, etc.  All notices and other communications from
the  Company  to the  Registered  Holder  of this  Warrant  shall be  mailed  by
first-class  certified or registered mail,  postage  prepaid,  sent by reputable
overnight  delivery or by facsimile  to the address  furnished to the Company in
writing by the last  Registered  Holder of this Warrant who shall have furnished
an address to the Company in writing.  All notices and other communications from
the Registered  Holder of this Warrant or in connection  herewith to the Company
shall be mailed by first-class  certified or registered  mail,  postage prepaid,
sent by  reputable  overnight  delivery  or by  facsimile  to the Company at its
offices at, 2 Robbins Road,  Westford  Massachusetts 01886 or such other address
as the Company shall so notify the  Registered  Holder,  with copies to Warner &
Stackpole LLP, 75 State Street,  Boston,  Massachusetts  02109, Attn: Michael A.
Hickey, Esq., facsimile number (617) 951-9151.


          11. NO RIGHTS AS STOCKHOLDERS. Until the exercise of this Warrant, the
Registered  Holder of this  Warrant  shall not have or  exercise  any  rights by
virtue hereof as a stockholder of the Company.


          12.  CHANGE OR  WAIVER.  Any term of this  Warrant  may be  changed or
waived  only by an  instrument  in  writing  signed  by the party  against  whom
enforcement of the change or waiver is sought.


          13.  HEADINGS.  The  headings  of this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.



                                       7

<PAGE>

          14.  GOVERNING  LAW. This Warrant will be governed by and construed in
accordance with the law of the Commonwealth of  Massachusetts  without regard to
the principles of conflict of law.


         15.  VENUE.  The  Company  (a) agrees  that any legal  suit,  action or
proceeding  arising  out of or  relating  to this  Warrant  shall be  instituted
exclusively in Massachusetts  Courts,  Suffolk County or in the Federal District
Court in Massachusetts,  Eastern District, (b) waives any objection to the venue
of any such suit,  action or proceeding  and the right to assert that such forum
is not a convenient  forum, and (c) irrevocably  consents to the jurisdiction of
the  Massachusetts  Courts,  Suffolk County,  and the Federal  District Court in
Massachusetts, Eastern District any such suit, action or proceeding. The Company
further  agrees to accept and  acknowledge  service of any and all process which
may be  served  in any such  suit,  action or  proceeding  in the  Massachusetts
Courts,  Suffolk  County,  or in the Federal  District  Court in  Massachusetts,
Eastern  District and agrees that service of process upon it mailed by certified
mail to its  address  shall be  deemed in every  respect  effective  service  of
process upon it in any such suit, action or proceeding.


Dated: January 30, 1998                  AUGMENT SYSTEMS, INC.



                                         By:____________________________________
                                         Duane A. Mayo, Chief Financial Officer


                                       8


<PAGE>


                                    EXHIBIT I

                                  PURCHASE FORM


To:      AUGMENT SYSTEMS, INC.
         ======================
         ______________________
         ______________________
         ______________________


                          Dated:________________________________________________


         In accordance  with the  provisions  set forth in the attached  Warrant
(No. __), the undersigned  hereby irrevocably elects to purchase ________ shares
of the Common  Stock  covered by such  Warrant  and  herewith  makes  payment of
$_______,  representing the full Exercise Price for such shares at the price per
share provided for in such Warrant.

                                       or

         The undersigned  hereby elects irrevocably to purchase _________ shares
of Common Stock of Augment Systems, Inc. by surrender of the unexercised portion
of such  Warrant  (with a "Value" of  $__________  based on a "Market  Price" of
$___________).

         The undersigned has had the opportunity to ask questions of and receive
answers  from the officers of the Company  regarding  the affairs of the Company
and  related  matters,   and  has  had  the  opportunity  to  obtain  additional
information necessary to verify the accuracy of all information so obtained.

         The  undersigned  understands  that the shares have not been registered
under the  Securities  Act of 1933, as amended,  or the  securities  laws of any
other jurisdiction, and hereby represents to the Company that the undersigned is
acquiring the shares for its own account,  for  investment,  and not with a view
to, or for sale in connection with, the distribution of any such shares.

                                   Signature____________________________________

                                     Address____________________________________

                                            ____________________________________