<PAGE>
 
                                                            EXHIBIT 4.02


                                FORM OF WARRANT
                                        
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR
EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.


                         SILICON VALLEY RESEARCH, INC.
                        WARRANT TO PURCHASE COMMON STOCK

                            VOID AFTER MAY 28, 2005


          1.   Warrant to Purchase Common Stock.
               -------------------------------- 

          (a) Warrant to Purchase Shares.  This warrant (the "Warrant")
              --------------------------                               
certifies that for good and valuable consideration duly received,
___________________ (the "Warrant Holder") is entitled, effective as of May 29,
1998, subject to the terms and conditions of this Warrant, to purchase from
Silicon Valley Research, Inc., a California corporation (the "Company"), up to a
total of ___ shares of Common Stock, no par value (the "Common Stock"), of the
Company (the "Shares") at the price of $____ per share (the "Exercise Price") at
any time or from time to time during the period commencing on the date hereof
until 5:00 p.m. Pacific Time on May 28, 2005 (the "Expiration Date").  This
Warrant must be exercised, if at all, on or before the Expiration Date.  Unless
the context otherwise requires, the term "Shares" shall mean and include the
stock and other securities and property at any time receivable or issuable upon
exercise of this Warrant.  The term "Warrant" as used herein, shall include this
Warrant and any warrants delivered in substitution or exchange therefor as
provided herein.

          (b) Adjustment of Exercise Price and Number of Shares.  The number and
              -------------------------------------------------                 
character of Shares issuable upon exercise of this Warrant (or any shares of
stock or other securities or property at the time receivable or issuable upon
exercise of this Warrant) and the Exercise Price therefor are subject to
adjustment upon occurrence of the 
<PAGE>
 
                                                                               2


following events:

          (A) Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
              ----------------------------------------------------------------
     etc.  The Exercise Price of this Warrant and the number of Shares issuable
     ---                                                                       
     upon exercise of this Warrant shall each be proportionally adjusted to
     reflect any stock dividend, stock split, reverse stock split, combination
     of shares, reclassification, recapitalization or other similar event
     altering the number of outstanding shares of the Company's Common Stock.

          (B) Adjustment for Other Dividends and Distributions.  In case the
              ------------------------------------------------              
     Company shall make or issue, or shall fix a record date for the
     determination of eligible holders entitled to receive, a dividend or other
     distribution with respect to the Shares payable in securities of the
     Company then, and in each such case, the Warrant Holder, on exercise of
     this Warrant at any time after the consummation, effective date or record
     date of such event, shall receive, in addition to the Shares (or such other
     stock or securities) issuable on such exercise prior to such date, the
     securities of the Company to which such Warrant Holder would have been
     entitled upon such date if such Warrant Holder had exercised this Warrant
     immediately prior thereto (all subject to further adjustment as provided in
     this Warrant).

          (c) Adjustment for Capital Reorganization, Consolidation, Merger.  If
              ------------------------------------------------------------     
any capital reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with or into another corporation, or the
sale of all or substantially all of the Company's assets to another corporation
shall be effected in such a way that holders of the Company's Common Stock will
be entitled to receive stock, securities or assets with respect to or in
exchange for the Company's Common Stock, and in each such case the Warrant
Holder, upon the exercise of this Warrant, at any time after the consummation of
such capital reorganization, consolidation, merger, or sale, shall be entitled
to receive, in lieu of the stock or other securities and property receivable
upon the exercise of this Warrant prior to such consummation, the stock or other
securities or property to which such Warrant Holder would have been entitled
upon such consummation if such Warrant Holder had exercised this Warrant
immediately prior to the consummation of such capital reorganization,
consolidation, merger, or sale, all subject to further adjustment as provided in
this Section 1(c); and in each such case, the terms of this Warrant shall be
applicable to the shares of stock or other 
<PAGE>
 
                                                                               3

securities or property receivable upon the exercise of this Warrant after such
consummation.

          2. Manner of Exercise.
             ------------------ 

          (a) Exercise Agreement. This Warrant may be exercised, in whole or in
              ------------------                                               
part, on any business day on or prior to the Expiration Date.  To exercise this
Warrant, the Warrant Holder must surrender to the Company this Warrant and
deliver to the Company: (i) a duly executed exercise agreement in the form
attached hereto as Exhibit A, or in such other form as may be approved by the
                   ---------                                                 
Company from time to time (the "Warrant Exercise Agreement"); (ii) if
applicable, a spousal consent in the form attached hereto as Exhibit B; and
                                                             ---------     
(iii) payment in full of the Exercise Price for the number of Shares to be
purchased upon exercise hereof.  If someone other than the Warrant Holder
exercises this Warrant, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this
Warrant.  Upon a partial exercise, this Warrant shall be surrendered, and a new
Warrant of the same tenor for purchase of the number of remaining Shares not
previously purchased shall be issued by the Company to the Warrant Holder.  This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the Shares issuable upon such exercise shall be
treated for all purposes as the holder of record of such Shares as of the close
of business on such date.

          (b) Limitations on Exercise.  This Warrant may not be exercised for
              -----------------------                                        
fewer than 1,000 Shares unless it is exercised for all Shares as to which this
Warrant is then exercisable.

          (c) Payment.  The Warrant Exercise Agreement shall be accompanied by
              -------                                                         
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where permitted by law:

          (A) by cancellation of indebtedness of the Company to the Warrant
     Holder;

          (B) by surrender of Shares of the Company's Common Stock that are
     clear of all liens, claims, encumbrances or security interests or were
     obtained by the Warrant Holder in the public market;

          (C) provided that a public market for the Company's stock exists, (1)
     through a "same-day-sale" 
<PAGE>
 
                                                                               4

     commitment from the Warrant Holder and a broker-dealer that is a member of
     the National Association of Securities Dealers (an "NASD Dealer") whereby
     the Warrant Holder irrevocably elects to exercise this Warrant and to sell
     a portion of the Shares so purchased to pay for the Exercise Price and
     whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
     forward the Exercise Price directly to the Company, or (2) through a
                                                         --
     "margin" commitment from the Warrant Holder and an NASD Dealer whereby the
     Warrant Holder irrevocably elects to exercise this Warrant and to pledge
     the Shares so purchased to the NASD Dealer in a margin account as security
     for a loan from the NASD Dealer in the amount of the Exercise Price, and
     whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
     forward the Exercise Price directly to the Company;

          (D) by "Net Exercise," in which case the Company shall deliver to the
     Warrant Holder (without payment of any additional Exercise Price) that
     number of shares equal to the quotient obtained by dividing:

               1)   the value of the Shares purchased upon exercise at the time
          of exercise (such value to be determined by subtracting (i) the
          aggregate Exercise Price for such Shares as in effect immediately
          prior to exercise from (ii) the aggregate Fair Market Value (as
          defined in Section 11 below) for such Shares immediately prior to the
          exercise of this Warrant), by

               2)   the Fair Market Value of one (1) Share immediately prior to
          exercise; or

          (E) by any combination of the foregoing.

          (d) Tax Withholding.  Prior to the issuance of the Shares upon
              ---------------                                           
exercise of this Warrant, the Warrant Holder must pay or provide for any
applicable federal or state withholding obligations of the Company.

          (e) Issuance of Shares.  Provided that the Exercise Agreement and
              ------------------                                           
payment have been received by the Company as provided above, the Company shall
issue the Shares (adjusted as provided herein) registered in the name of the
Warrant Holder, the Warrant Holder's authorized assignee, or the Warrant
Holder's legal representative, and shall deliver certificates representing the
Shares with the appropriate legends affixed thereto.
<PAGE>
 
                                                                               5

          3.   Compliance with Laws and Regulations.  The exercise of this
               ------------------------------------                       
Warrant and the issuance and transfer of Shares shall be subject to compliance
by the Company and the Warrant Holder with all applicable requirements of
federal and state securities laws and with all applicable requirements of any
stock exchange and/or over-the-counter market on which the Company's Common
Stock may be listed at the time of such issuance or transfer.

          4.   Transfer and Exchange.  This Warrant and the rights hereunder may
               ---------------------                                            
not be transferred, in whole or in part, without the Company's prior written
consent, which consent shall not be unreasonably withheld, and may not be
transferred unless such transfer complies with all applicable securities laws.
If a transfer of all or part of this Warrant is permitted as provided in the
preceding sentence, then this Warrant and all rights hereunder may be
transferred, in whole or in part, on the books of the Company maintained for
such purpose at the principal office of the Company, by the Warrant Holder
hereof in person, or by a duly authorized attorney, upon surrender of this
Warrant properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer.  Upon any permitted
partial transfer, the Company will issue and deliver to the Warrant Holder a new
Warrant or Warrants with respect to the Warrants not so transferred.  Each taker
and holder of this Warrant, by taking or holding the same, consents and agrees
to be bound by the terms, conditions, representations and warranties hereof (and
as a condition to any transfer of this Warrant the transferee shall execute an
agreement confirming the same) and, when this Warrant shall have been so
endorsed, the person in possession of this Warrant may be treated by the
Company, and all other persons dealing with this Warrant, as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented hereby, any notice to the contrary notwithstanding; provided,
                                                                -------- 
however, that until a transfer of this Warrant is duly registered on the books
-------                                                                       
of the Company, the Company may treat the Warrant Holder hereof as the owner of
this Warrant for all purposes.

          5.   Registration Rights.  The shares issued upon the exercise of the
               -------------------                                             
Warrants will have the registration rights as provided for in Section 4 of the
Unit Purchase Agreement entered into between the Company and the Warrant Holder
as of the date of this Warrant.

          6.   Privileges of Stock Ownership.  The Warrant Holder shall not have
               -----------------------------                                    
any of the rights of a shareholder with respect to any Shares until the Warrant
Holder exercises this Warrant and pays the Exercise Price.
<PAGE>
 
                                                                               6

          7.   Entire Agreement.  The Warrant Exercise Agreement is incorporated
               ----------------                                                 
herein by reference.  This Warrant and the Warrant Exercise Agreement constitute
the entire agreement of the parties and supersede all prior undertakings and
agreements with respect to the subject matter hereof.

          8.   Notices.  Any notice required to be given or delivered to the
               -------                                                      
Company under the terms of this Warrant shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices.  Any
notice required to be given or delivered to the Warrant Holder shall be in
writing and addressed to the Warrant Holder at the address indicated below or to
such other address as such party may designate in writing from time to time to
the Company.  All notices shall be deemed to have been given or delivered upon:
personal delivery; five (5) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by fax or telecopier.

          9.   Successors and Assigns.  This Warrant shall be binding upon and
               ----------------------                                         
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer set forth herein, this Warrant shall be binding
upon the Warrant Holder and the Warrant Holder's heirs, executors,
administrators, legal representatives, successors and assigns.

          10.  Governing Law.  This Warrant shall be governed by and construed
               -------------                                                  
in accordance with the laws of the State of California as such laws are applied
to agreements between California residents entered into and to be performed
entirely within California.

          11.  Acceptance.  The Warrant Holder has read and understands the
               ----------                                                  
terms and provisions of this Warrant, and accepts this Warrant subject to all
the terms and conditions hereof.  The Warrant Holder acknowledges that there may
be adverse tax consequences upon exercise of this Warrant or disposition of the
Shares and that the Warrant Holder should consult a tax adviser prior to such
exercise or disposition.

          12.  Definition of Fair Market Value.  As used herein, "Fair Market
               -------------------------------                               
Value" means, as of any date, the value of a share of the Company's Common Stock
determined as follows:

          (a) if such Common Stock is then quoted on the 
<PAGE>
 
                                                                               7

     Nasdaq National Market or the Nasdaq SmallCap Market, its last reported
     sale price on the Nasdaq National Market or the Nasdaq SmallCap Market or,
     if no such reported sale takes place on such date, the average of the
     closing bid and asked prices;

          (b) if such Common Stock is publicly traded and is then listed on a
     national securities exchange, the last reported sale price or, if no such
     reported sale takes place on such date, the average of the closing bid and
     asked prices on the principal national securities exchange on which the
     Common Stock is listed or admitted to trading;

          (c) if such Common Stock is publicly traded but is not quoted on the
     Nasdaq National Market or the Nasdaq SmallCap Market, nor listed or
     admitted to trading on a national securities exchange, the average of the
     closing bid and asked prices on such date, as reported by The Wall Street
                                                               ---------------
     Journal, for the over-the-counter market; or
     -------                                     

          (d) if none of the foregoing is applicable, by the Board of Directors
     of the Company in good faith.
<PAGE>
 
                                                                               8

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
in duplicate by its duly authorized representative and the Warrant Holder has
executed this Warrant in duplicate as of May 29, 1998.


SILICON VALLEY RESEARCH,      WARRANT HOLDER
 INC.
                              ______________________________


By:______________________     ______________________________
                                    (Signature)


__________________________    _______________________________
(Please print name and title)  (Please print name and title)


Address:                      Address:

6360 San Ignacio Avenue       _____________________________
San Jose, CA 95119            _____________________________
                              _____________________________
                              _____________________________


[Signature page to Silicon Valley Research, Inc. Warrant to purchase Common
Stock]
<PAGE>
 
                                   EXHIBIT A
                                   ---------
                                        

                         SILICON VALLEY RESEARCH, INC.
                           WARRANT EXERCISE AGREEMENT


SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

          The Warrant Holder hereby elects to purchase the number of shares (the
"Shares") of the Common Stock of Silicon Valley Research, Inc. (the "Company")
as set forth below, pursuant to that certain Warrant dated as of the date set
forth below (the "Warrant"), the terms and conditions of which are hereby
incorporated by reference (please print):

Warrant Holder:_____________________  Warrant Date:_______________________
Social Security or                    Date of Exercise:___________________
Federal Tax I.D. No.:_______________  Exercise Price Per Share:___________
Address:____________________________  Number of Shares Purchased:_________
____________________________________  Total Exercise Price:_______________
____________________________________

          The Warrant Holder hereby delivers to the Company the Total Exercise
Price as follows (check and complete as appropriate):

     [ ]  in cash in the amount of $________, receipt of which is acknowledged
          by the Company;

     [ ]  by cancellation of indebtedness of the Company to the Warrant Holder
          in the amount of $________;

     [ ]  by delivery of ___________ fully paid, nonassessable and vested shares
          of the Common Stock of the Company either owned by the Warrant Holder
          or obtained by the Warrant Holder in the open public market valued at
          the current fair market value of $___________ per share;

     [ ]  through a "same-day-sale" commitment from the Warrant Holder and the
          broker named below in the amount of $_________ and substantially in
          the form attached hereto as Attachment 1;
                                      ------------ 

     [ ]  through a "margin" commitment from the Warrant Holder and the broker
          named below in the amount of $_________ and substantially in the form
          attached hereto as Attachment 2;
                             ------------ 

     or

     [ ]  by "Net Exercise".

Broker Name: _______________________  Brokerage Firm: _________________________
<PAGE>
 
                                                                             A-2


          The Warrant Holder hereby confirms, represents and warrants the
following:

          (a) Purchase for Own Account for Investment.  Such Warrant Holder is
              ----------------------------------------                        
purchasing the Shares for investment purposes only and not with a view to, or
for sale in connection with, a distribution of the Shares within the meaning of
the Securities Act of 1933, as amended (the "1933 Act").  Such Warrant Holder
has no present intention of selling or otherwise disposing of all or any portion
of the Shares.

          (b) Access to Information.  Such Warrant Holder has had an opportunity
              ---------------------                                             
to ask questions of the Company's representatives concerning the Company, its
present and prospective business, assets, liabilities and financial condition
that such Warrant Holder reasonably considers important in making the decision
to purchase the Shares.  The foregoing, however, does not limit or modify the
representations and warranties of the Company in Section 3 of this Agreement or
the rights of the Warrant Holder to rely thereon.

          (c) Understanding of Risks.  Such Warrant Holder is fully aware of:
              ----------------------                                         
(i) the highly speculative nature of the investment in the Shares; (ii) the
financial hazards involved; (iii) the lack of liquidity of the Shares and the
restrictions on the transferability of the Shares (e.g., that such Warrant
                                                   ----                   
Holder may not be able to sell or dispose of the Shares); and (iv) the tax
consequences of an investment in the Shares.  The foregoing, however, does not
limit or modify the representations and warranties of the Company in Section 3
of this Agreement and the rights of the Warrant Holder to rely thereon.

          (d) Warrant Holder's Qualifications.  Such Warrant Holder is an
              -------------------------------                            
"accredited" investor as defined under Regulation D under the 1933 Act.  Such
Warrant Holder is aware of the general business and financial circumstances of
the Company and, by reason of such Warrant Holder's business or financial
experience, such Warrant Holder is capable of evaluating the merits and risks of
this investment and is financially capable of bearing a total loss of this
investment.

          (e) Compliance with Securities Laws.  Such Warrant Holder understands
              -------------------------------                                  
and acknowledges that, in reliance upon the representations and warranties made
by such Warrant Holder herein, the Shares are not currently registered with the
U.S. Securities and Exchange Commission (the "SEC") under the 1933 Act or being
qualified under the California 
<PAGE>
 
                                                                             A-3

Corporate Securities Law of 1968, as amended (the "California Law"), but instead
are being issued under an exemption or exemptions from the registration and
qualification requirements of the 1933 Act and the California Law or other
applicable state securities laws which impose certain restrictions on such
Warrant Holder's ability to transfer the Shares and Warrant Shares.

          (f) Restrictions on Transfer.  Such Warrant Holder understands that
              ------------------------                                       
such Warrant Holder may not transfer any of the Shares unless such Shares are
registered under the 1933 Act or unless, in the opinion of counsel to the
Company, exemptions from such registration and qualification requirements are
available.  Such Warrant Holder understands that only the Company may file a
registration statement with the SEC.  Such Warrant Holder has also been advised
that exemptions from registration and qualification may not be available or may
not permit such Warrant Holder to transfer all or any of the Shares in the
amounts or at the times proposed by such Warrant Holder.

          (g) Rule 144.  In addition, such Warrant Holder has been advised that
              --------                                                         
SEC Rule 144 ("Rule 144") promulgated under the 1933 Act, which permits certain
limited sales of unregistered securities, is not presently available with
respect to the Shares solely due to the holding periods required thereunder and,
in any event, requires that the Shares be held for a minimum of one year after
they have been purchased and paid for (within the meaning of Rule 144), before
they may be resold under Rule 144.  Such Warrant Holder understands that Rule
144 may indefinitely restrict transfer of the Shares if such Warrant Holder is
an "affiliate" of the Company and "current public information" about the Company
(as defined in Rule 144) is not publicly available.

          (h) Legends and Stop-Transfer Orders.  Such Warrant Holder understands
              --------------------------------                                  
that certificates or other instruments representing any of the Shares acquired
by such Warrant Holder may bear legends substantially similar to the following,
in addition to any other legends required by federal or state laws:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
          SECURITIES LAWS OF ANY OTHER STATE.  THESE SECURITIES ARE SUBJECT TO
          RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
          OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE
          SECURITIES 
<PAGE>
 
                                                                             A-4


          LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
          SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
          OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
          THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
          SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
          TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
          STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT.

In order to ensure and enforce compliance with the restrictions imposed by
applicable law and those referred to in the foregoing legend, or elsewhere
herein, the Company may issue appropriate "stop transfer" instructions to its
transfer agent, if any, with respect to any certificate or other instrument
representing the Shares and Warrant Shares, or if the Company transfers its own
securities, it may make appropriate notations to the same effect in the
Company's records.  Any legend endorsed on a certificate pursuant to this
Subsection (i) and the related stop transfer instructions with respect to such
securities shall be removed, and the Company shall issue a certificate without
such legend to the holder thereof, if such securities are registered under the
Securities Act and a prospectus meeting the requirements of Section 10 of the
Securities Act is available, if such legend may be properly removed under the
terms of Rule 144 promulgated under the Securities Act or if such holder
provides the Company with an opinion of counsel for such holder, reasonably
satisfactory to legal counsel for the Company, to the effect that a sale,
transfer or assignment of such securities may be made without registration.

          Tax Consequences.  THE COMPANY IS UNDER NO OBLIGATION TO REPORT THE
          ----------------                                                   
EXERCISE OF YOUR WARRANT TO THE INTERNAL REVENUE SERVICE OR ANY STATE OR LOCAL
INCOME TAX AUTHORITY.  THE WARRANT HOLDER UNDERSTANDS THAT THE WARRANT HOLDER
MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE WARRANT HOLDER'S PURCHASE
OR DISPOSITION OF THE SHARES.  THE WARRANT HOLDER REPRESENTS THAT THE WARRANT
HOLDER HAS CONSULTED WITH ANY TAX CONSULTANT(S) THE WARRANT HOLDER DEEMS
ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT
THE WARRANT HOLDER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.


                              ______________________________
                              Signature of Warrant Holder
<PAGE>
 
                                 ATTACHMENT 1
                                 ------------

                           SAME-DAY-SALE COMMITMENT


                                                            Date:_____________


SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

          The undersigned Warrant Holder ("Warrant Holder") desires to exercise
that certain warrant described in the attached Warrant Exercise Agreement (the
"Warrant") with respect to ________ shares of your Common Stock (the "Number of
Shares"), and to sell immediately ________ of the Number of Shares (the "Same-
Day-Sale Shares") through the undersigned broker (the "Broker") and for the
Broker to pay directly to you from the proceeds from such sale $___________ (the
"Exercise Price").

          Accordingly, the Warrant Holder hereby represents as follows: (i)
Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to sell
through Broker the Same-Day-Sale Shares and unconditionally authorizes you or
your transfer agent to deliver certificates representing the Same-Day-Sale
Shares to the Broker.

          The Broker hereby represents as follows: (i) the Broker is a member in
good standing of the National Association of Securities Dealers; and (ii) the
Broker irrevocably commits to pay to you, no more than one (1) business day
after receiving certificates representing the Same-Day-Sale Shares, the Exercise
Price by check or wire transfer to an account specified by you.

WARRANT HOLDER:                       BROKER:


______________________________        _____________________________
(Signature)                           (Name of Firm)

______________________________        _____________________________
(Printed Name and Title)              (Signature)

                                      _____________________________
                                      (Printed Name)

                                      ______________________________
                                      (Title)
<PAGE>
 
                                  ATTACHMENT 2
                                  ------------
                                        

                               MARGIN COMMITMENT


                                                            Date:_____________


SILICON VALLEY RESEARCH, INC.
6360 San Ignacio Avenue
San Jose, California 95119-1231

          The undersigned Warrant Holder ("Warrant Holder") desires to exercise
that certain warrant described in the attached Warrant Exercise Agreement (the
"Warrant") with respect to _________ shares of your Common Stock (the "Number of
Shares"), and to sell immediately ________ of the Number of Shares (the "Margin
Shares") through the undersigned broker (the "Broker") and for the Broker to pay
directly to you from the proceeds from such sale $___________ (the "Exercise
Price").

          Accordingly, the Warrant Holder hereby represents as follows: (i)
Warrant Holder hereby irrevocably exercises the Warrant with respect to the
Number of Shares; and (ii) Warrant Holder hereby irrevocably elects to sell
through Broker the Margin Shares and unconditionally authorizes you or your
transfer agent to deliver certificates representing the Margin Shares to the
Broker.

          The Broker hereby represents as follows: (i) the Broker is a member in
good standing of the National Association of Securities Dealers; and (ii) the
Broker irrevocably commits to pay to you, no more than one (1) business day
after receiving certificates representing the Margin Shares, the Exercise Price
by check or wire transfer to an account specified by you.



WARRANT HOLDER:                       BROKER:


______________________________        ____________________________
(Signature)                           (Name of Firm)

______________________________        _____________________________
(Printed Name and Title)              (Signature)

                                      ______________________________
                                      (Printed Name)

                                      ______________________________
                                      (Title)
<PAGE>
 
                                   EXHIBIT B
                                   ---------
                                        

                                 SPOUSE CONSENT



          The undersigned spouse of the Warrant Holder has read, understands,
and hereby approves the Warrant Exercise Agreement between the Warrant Holder
and the Company (the "Agreement").  In consideration of the Company's granting
my spouse the right to purchase the Shares as set forth in the Agreement, the
undersigned hereby agrees to be irrevocably bound by the Agreement and further
agrees that any community property interest shall similarly be bound by the
Agreement. The undersigned hereby appoints the Warrant Holder as my attorney-in-
fact with respect to any amendment or exercise of any rights under the
Agreement.


Date:_____________________                      ______________________________
                                                Purchaser's Spouse

                              Address:______________________
                              ______________________________
                              ______________________________