<PAGE>


                                                                     Exhibit 4.4

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  FOR WHICH THESE  SECURITIES  ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN COMPLIANCE  WITH  APPLICABLE  STATE
SECURITIES OR BLUE SKY LAWS. THESE  SECURITIES AND THE SECURITIES  ISSUABLE UPON
EXERCISE  OF THESE  SECURITIES  MAY BE  PLEDGED IN  CONNECTION  WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.



                                 STRATASYS, INC.

                                     WARRANT

Warrant No. A--___ (2003)                                 Dated: August 22, 2003


         Stratasys,  Inc.,  a  Delaware  corporation  (the  "COMPANY"),   hereby
certifies that, for value received, ____________________________________________
or its  registered  assigns  (the  "HOLDER"),  is entitled to purchase  from the
Company up to a total of  ____________________________  shares of common  stock,
$0.01 par value per share (the "COMMON STOCK"), of the Company (each such share,
a "WARRANT  SHARE" and all such  shares,  the  "WARRANT  Shares") at an exercise
price  equal to $41.45 per share (as  adjusted  from time to time as provided in
SECTION  9, the  "EXERCISE  PRICE"),  at any time and from time to time from and
after the date hereof and through and  including the date that is five years and
six months from the date of issuance hereof (the "EXPIRATION DATE"), and subject
to the following terms and conditions. This Warrant (this "WARRANT") is one of a
series of similar warrants issued pursuant to that certain  Securities  Purchase
Agreement,  dated  as of the date  hereof,  by and  among  the  Company  and the
Purchasers identified therein (the "PURCHASE AGREEMENT").  All such warrants are
referred to herein, collectively, as the "WARRANTS."

         1.  DEFINITIONS.  In addition to the terms  defined  elsewhere  in this
Warrant,  capitalized  terms  that are not  otherwise  defined  herein  have the
meanings given to such terms in the Purchase Agreement.

         2.  REGISTRATION  OF WARRANT.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


<PAGE>

         3.  REGISTRATION OF TRANSFERS.  The Company shall register the transfer
of any portion of this Warrant in the Warrant  Register,  upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at its address  specified  herein.  Upon
any such  registration  or transfer,  a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant,  a "NEW WARRANT"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance by such  transferee of all of the rights and  obligations of a holder
of a Warrant.

         4. EXERCISE AND DURATION OF WARRANTS.

              (a) This Warrant shall be exercisable by the registered  Holder at
any time and from time to time on or after the date hereof to and  including the
Expiration  Date. At 6:30 P.M., New York City time on the  Expiration  Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value;  provided  that, if the average of the Closing  Prices for the five
Trading  Days  immediately  prior to (but not  including)  the  Expiration  Date
exceeds the Exercise  Price on the Expiration  Date,  then this Warrant shall be
deemed to have been exercised in full (to the extent not  previously  exercised)
on a "cashless exercise" basis at 6:30 P.M. New York City time on the Expiration
Date if a  "cashless  exercise"  may occur at such time  pursuant  to Section 10
below;  provided,  however,  that the Company  shall have no  obligations  under
Section 5 below with respect to the issuance of any such shares unless and until
the Company shall have  received an Exercise  Notice (as defined in Section 5(b)
below) with  respect to such shares;  and  provided,  further,  that the Company
shall have no obligation to issue or deliver a certificate  with respect to such
shares  unless it shall have  received an Exercise  Notice with  respect to such
Shares  within 60 days after the  Expiration  Date,  in which case all rights of
Holder  hereunder  shall  terminate.  Notwithstanding  anything to the  contrary
herein,  the  Expiration  Date  shall be  extended  for each day  following  the
Effective Date that the Registration Statement is not effective.

              (b) A Holder  may  exercise  this  Warrant  by  delivering  to the
Company (i) an  exercise  notice,  in the form  attached  hereto (the  "EXERCISE
NOTICE"),  appropriately  completed  and duly  signed,  and (ii)  payment of the
Exercise  Price for the  number of Warrant  Shares as to which  this  Warrant is
being  exercised  (which  may  take  the  form of a  "cashless  exercise"  if so
indicated in the Exercise Notice and if a "cashless  exercise" may occur at such
time  pursuant to this Section 10 below),  and the date such items are delivered
to the Company (as determined in accordance with the notice  provisions  hereof)
is an "EXERCISE  DATE." The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder.  Execution and delivery of the
Exercise  Notice  shall have the same  effect as  cancellation  of the  original
Warrant  and  issuance  of a New Warrant  evidencing  the right to purchase  the
remaining number of Warrant Shares.

         5. DELIVERY OF WARRANT SHARES.

              (a) Upon exercise of this Warrant, the Company shall promptly (but
in no event  later than three  Trading  Days after the  Exercise  Date) issue or
cause to be issued and cause



                                       2
<PAGE>

to be delivered  to or upon the written  order of the Holder and in such name or
names as the Holder may designate, a certificate for the Warrant Shares issuable
upon such exercise,  free of restrictive legends unless a registration statement
covering  the  resale of the  Warrant  Shares and naming the Holder as a selling
stockholder  thereunder  is not then  effective  and the Warrant  Shares are not
freely transferable  without volume restrictions  pursuant to Rule 144 under the
Securities Act. The Holder, or any Person so designated by the Holder to receive
Warrant Shares,  shall be deemed to have become holder of record of such Warrant
Shares as of the Exercise Date.

              (b) This Warrant is  exercisable,  either in its entirety or, from
time to time, for a portion of the number of Warrant  Shares.  Upon surrender of
this Warrant following one or more partial exercises, the Company shall issue or
cause to be  issued,  at its  expense,  a New  Warrant  evidencing  the right to
purchase the remaining number of Warrant Shares.

              (c) In addition to any other rights available to a Holder,  if the
Company fails to deliver to the Holder a certificate representing Warrant Shares
by the third Trading Day after the date on which delivery of such certificate is
required  by this  Warrant,  and if after  such  third  Trading  Day the  Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in  satisfaction  of a sale by the Holder of the Warrant Shares that the
Holder  anticipated  receiving  from the Company (a "BUY-IN"),  then the Company
shall,  within three Trading Days after the Holder's request and in the Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased  (the "BUY-IN  PRICE"),  at which point the  Company's
obligation  to deliver such  certificate  (and to issue such Common Stock) shall
terminate,  or (ii)  promptly  honor its  obligation  to deliver to the Holder a
certificate or certificates  representing  such Common Stock and pay cash to the
Holder in an amount  equal to the excess  (if any) of the Buy-In  Price over the
product  of (A) such  number of shares of Common  Stock,  times (B) the  Closing
Price  on the date of the  event  giving  rise to the  Company's  obligation  to
deliver such certificate.

              (d) The Company's  obligations to issue and deliver Warrant Shares
in accordance with the terms hereof are absolute and unconditional, irrespective
of any  action or  inaction  by the Holder to  enforce  the same,  any waiver or
consent  with  respect to any  provision  hereof,  the  recovery of any judgment
against  any  Person  or  any  action  to  enforce  the  same,  or  any  setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation  or alleged  violation of law by the Holder or any other  Person,  and
irrespective  of  any  other  circumstance  which  might  otherwise  limit  such
obligation  of the  Company to the Holder in  connection  with the  issuance  of
Warrant Shares.  Nothing herein shall limit a Holder's right to pursue any other
remedies  available  to it  hereunder,  at law or in equity  including,  without
limitation,  a decree of  specific  performance  and/or  injunctive  relief with
respect to the Company's  failure to timely  deliver  certificates  representing
shares of Common Stock upon exercise of the Warrant as required  pursuant to the
terms hereof.

         6. CHARGES,  TAXES AND EXPENSES.  Issuance and delivery of certificates
for shares of Common Stock upon  exercise of this Warrant  shall be made without
charge to the Holder for any



                                       3
<PAGE>

issue or transfer tax,  withholding tax,  transfer agent fee or other incidental
tax or expense in respect of the  issuance  of such  certificates,  all of which
taxes and expenses  shall be paid by the Company;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder or an Affiliate thereof. The
Holder  shall be  responsible  for all other tax  liability  that may arise as a
result of holding or transferring  this Warrant or receiving Warrant Shares upon
exercise hereof.

         7. REPLACEMENT OF WARRANT.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable bond or indemnity,  if requested.  Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable  regulations and
procedures and pay such other  reasonable  third-party  costs as the Company may
prescribe.

         8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other contingent  purchase rights of persons other than the Holder (after giving
effect to the  adjustments  and  restrictions of SECTION 9, if any). The Company
covenants  that all  Warrant  Shares so issuable  and  deliverable  shall,  upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.  The  Company  will take all such action as may be  necessary  to
assure that such shares of Common Stock may be issued as provided herein without
violation of any  applicable law or regulation,  or of any  requirements  of any
securities  exchange or automated  quotation  system upon which the Common Stock
may be listed.

         9. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this SECTION 9.

              (a) STOCK DIVIDENDS AND SPLITS. If the Company,  at any time while
this Warrant is  outstanding,  (i) pays a stock  dividend on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or
combination.



                                       4
<PAGE>

              (b) PRO RATA DISTRIBUTIONS. If the Company, at any time while this
Warrant is outstanding,  distributes to holders of Common Stock (i) evidences of
its  indebtedness,  (ii) any security (other than a distribution of Common Stock
covered by the preceding  paragraph),  (iii) rights or warrants to subscribe for
or purchase any  security,  or (iv) any other asset (in each case,  "DISTRIBUTED
PROPERTY"),  then in each such  case the  Exercise  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution  shall be adjusted  (effective on such record date) to
equal  the  product  of such  Exercise  Price  times a  fraction  of  which  the
denominator shall be the average of the Closing Prices for the five Trading Days
immediately  prior to (but not  including)  such  record  date and of which  the
numerator  shall  be such  average  less  the  then  fair  market  value  of the
Distributed  Property  distributed in respect of one outstanding share of Common
Stock, as determined by the Company's  independent  certified public accountants
that regularly examine the financial  statements of the Company,  which shall be
definitive, absent manifest error.

              (c) FUNDAMENTAL  TRANSACTIONS.  If, at any time while this Warrant
is  outstanding,  (i) the  Company  effects any merger or  consolidation  of the
Company with or into another Person, (ii) the Company effects any sale of all or
substantially  all of its  assets  in one or a series of  related  transactions,
(iii) any tender  offer or  exchange  offer  (whether  by the Company or another
Person) is completed  pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities,  cash or property, or (iv)
the Company effects any  reclassification  of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively  converted into
or exchanged for other securities, cash or property (other than as a result of a
subdivision  or  combination  of shares of Common Stock  covered by Section 9(a)
above) (in any such case, a  "FUNDAMENTAL  TRANSACTION"),  then the Holder shall
have the right  thereafter to receive,  upon exercise of this Warrant,  the same
amount and kind of  securities,  cash or property as it would have been entitled
to receive upon the occurrence of such  Fundamental  Transaction if it had been,
immediately prior to such Fundamental  Transaction,  the holder of the number of
Warrant  Shares  then  issuable  upon  exercise  in full of  this  Warrant  (the
"ALTERNATE  CONSIDERATION").  The aggregate Exercise Price for this Warrant will
not be  affected by any such  Fundamental  Transaction,  but the  Company  shall
apportion such aggregate  Exercise Price among the Alternate  Consideration in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's request, any successor to the Company or surviving
entity in such Fundamental  Transaction  shall issue to the Holder a new warrant
consistent  with the foregoing  provisions  and evidencing the Holder's right to
purchase the  Alternate  Consideration  for the  aggregate  Exercise  Price upon
exercise  thereof.  The terms of any  agreement  pursuant to which a Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (c) and
insuring that the Warrant (or any such  replacement  security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
If any Fundamental  Transaction  closed before the third anniversary of the date
hereof constitutes or results in a Change of Control, then at the request of the
Holder  delivered  before  the 45th day after the  closing  of such  Fundamental
Transaction,  the Company  (or any such  successor  or  surviving  entity)  will
purchase



                                       5
<PAGE>

the Warrant  from the Holder for a purchase  price,  payable in cash within five
Trading  Days  after  such  request,  equal  to the  Black-Scholes  value of the
remaining  unexercised  portion of this Warrant on the date of such  Fundamental
Transaction.

         (d) SUBSEQUENT EQUITY SALES.

                  (i) If, at any time  before  the date that is 18 months  after
         the date hereof, the Company or any Subsidiary issues additional shares
         of Common Stock or rights,  warrants,  options or other  securities  or
         debt  convertible,  exercisable  or  exchangeable  for shares of Common
         Stock or  otherwise  entitling  any Person to acquire  shares of Common
         Stock (collectively,  "COMMON STOCK EQUIVALENTS") at an effective price
         yielding  gross  proceeds to the Company per share of Common Stock (the
         "EFFECTIVE  PRICE") less than the Exercise Price (as adjusted hereunder
         to such date),  then the  Exercise  Price shall be reduced to equal the
         Effective Price. If, at any time on or after the date that is 18 months
         after the date  hereof  and before  the third  anniversary  of the date
         hereof,  the Company or any  Subsidiary  issues  Common Stock or Common
         Stock  Equivalents  at an Effective  Price less than the Exercise Price
         (as adjusted  hereunder to such date), then the Exercise Price shall be
         reduced  to equal  the  product  of (A) the  Exercise  Price in  effect
         immediately  prior to such  issuance  of Common  Stock or Common  Stock
         Equivalents times (B) a fraction,  the numerator of which is the sum of
         (1) the number of shares of Common Stock outstanding  immediately prior
         to such  issuance,  plus (2) the number of shares of Common Stock which
         the aggregate  Effective Price of the Common Stock issued (or deemed to
         be issued) would purchase at the Exercise Price, and the denominator of
         which is the aggregate number of shares of Common Stock  outstanding or
         deemed  to be  outstanding  immediately  after  such  issuance.  If the
         Company issues Common stock or Common Stock Equivalents on or after the
         third  anniversary of the date hereof,  there shall be no adjustment of
         the Exercise  Price pursuant to this Section 9(d). For purposes of this
         paragraph,  in  connection  with  any  issuance  of  any  Common  Stock
         Equivalents,   (A)  the  maximum  number  of  shares  of  Common  Stock
         potentially issuable at any time upon conversion,  exercise or exchange
         of such Common Stock  Equivalents (the "DEEMED NUMBER") shall be deemed
         to be outstanding upon issuance of such Common Stock  Equivalents,  (B)
         the  Effective  Price  applicable  to such Common Stock shall equal the
         minimum  dollar  value  of  consideration  payable  to the  Company  to
         purchase  such Common  Stock  Equivalents  and to convert,  exercise or
         exchange  them  into  Common  Stock  (net  of  any   discounts,   fees,
         commissions and other expenses),  divided by the Deemed Number, and (C)
         no  further  adjustment  shall be made to the  Exercise  Price upon the
         actual issuance of Common Stock upon  conversion,  exercise or exchange
         of such Common Stock Equivalents.

                  (ii) If, at any time while this  Warrant is  outstanding,  the
         Company or any  Subsidiary  issues  Common  Stock  Equivalents  with an
         Effective Price or a number of underlying  shares that floats or resets
         or  otherwise  varies or is subject to  adjustment  based  (directly or
         indirectly)  on market  prices of the Common Stock (a  "FLOATING  PRICE
         SECURITY"),  then for purposes of applying the  preceding  paragraph in
         connection  with any subsequent  exercise,  the Effective Price will be
         determined separately on each Exercise Date and will be deemed to equal
         the lowest  Effective  Price at which any holder of such



                                       6
<PAGE>

         Floating  Price  Security is entitled to acquire  Common  Stock on such
         Exercise Date (regardless of whether any such holder actually  acquires
         any shares on such date).

                  (iii)  Notwithstanding  the foregoing,  no adjustment  will be
         made under this  paragraph  (d) in  respect to any  issuance  of Common
         Stock  (A)  upon  exercise  or  conversion  of  any  options  or  other
         securities  described  in  Schedule  3.1(f) of the  Purchase  Agreement
         (provided  that such exercise or conversion  occurs in accordance  with
         the terms  thereof,  without  amendment or  modification,  and that the
         applicable  exercise or conversion  price or ratio is described in such
         schedule) or otherwise  pursuant to any employee benefit plan described
         in Schedule  3.1(f) of the Purchase  Agreement or hereafter  adopted by
         the Company and approved by its  stockholders,  (B) in connection  with
         any  issuance  of shares or grant of  options to  employees,  officers,
         directors or consultants of the Company pursuant to a stock option plan
         or other stock  incentive  plan duly adopted by the Company's  board of
         directors or in respect of the  issuance of Common Stock upon  exercise
         of any such  options,  or (C) the  issuance  of up to a total of 75,000
         shares of Common Stock and Common Stock Equivalents in transactions and
         to persons other than those described in the preceding  clauses (A) and
         (B)  during  the  period in which  adjustments  may be made  under this
         paragraph (d).

         (e) NUMBER OF WARRANT SHARES. Simultaneously with any adjustment to the
Exercise Price pursuant to paragraphs (a) or (b) of this Section,  the number of
Warrant  Shares that may be purchased  upon  exercise of this  Warrant  shall be
increased  or  decreased  proportionately,  so that  after such  adjustment  the
aggregate Exercise Price payable hereunder for the increased or decreased number
of Warrant  Shares shall be the same as the aggregate  Exercise  Price in effect
immediately prior to such adjustment.

         (f) CALCULATIONS.  All calculations  under this SECTION 9 shall be made
to the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company,  and the  disposition of any
such shares shall be considered an issue or sale of Common Stock.

         (g)  NOTICE OF  ADJUSTMENTS.  Upon the  occurrence  of each  adjustment
pursuant to this  SECTION 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

         (h) NOTICE OF CORPORATE  EVENTS. If the Company (i) declares a dividend
or any other  distribution  of cash,  securities or other property in respect of
its  Common  Stock,  including  without  limitation  any  granting  of rights or
warrants to subscribe  for or purchase  any capital  stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company,



                                       7
<PAGE>

then the Company  shall deliver to the Holder a notice  describing  the material
terms and conditions of such transaction, at least 20 calendar days prior to the
applicable  record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such  transaction,  and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the  validity of the  corporate  action  required to be described in such
notice.

         10. PAYMENT OF EXERCISE PRICE.  The Holder shall pay the Exercise Price
in immediately available funds;  provided,  however, that the Holder may satisfy
its obligation to pay the Exercise Price through a "cashless exercise," in which
event the  Company  shall  issue to the  Holder  the  number of  Warrant  Shares
determined as follows:

                         X = Y [(A-B)/A]
               where:
                         X = the number of Warrant Shares to be issued to the
                             Holder.

                         Y = the number of Warrant Shares with
                         respect  to  which  this  Warrant  is
                         being exercised.

                         A = the average of the Closing Prices
                         for the five Trading Days immediately
                         prior  to  (but  not  including)  the
                         Exercise Date.

                         B = the Exercise Price.

              For purposes of Rule 144 promulgated  under the Securities Act, it
is intended,  understood  and  acknowledged  that the Warrant Shares issued in a
cashless  exercise  transaction  shall be deemed to have  been  acquired  by the
Holder,  and the holding  period for the Warrant  Shares shall be deemed to have
commenced,  on the date this  Warrant  was  originally  issued  pursuant  to the
Purchase Agreement.

         11. LIMITATION ON EXERCISE.

              (a) Notwithstanding anything to the contrary contained herein, the
number of shares of Common  Stock that may be  acquired  by the Holder  upon any
exercise of this Warrant (or  otherwise in respect  hereof)  shall be limited to
the  extent  necessary  to  insure  that,  following  such  exercise  (or  other
issuance), the total number of shares of Common Stock then beneficially owned by
such Holder and its Affiliates and any other Persons whose beneficial  ownership
of Common  Stock would be  aggregated  with the Holder's for purposes of Section
13(d) of the Exchange Act, does not exceed 4.999% (the "MAXIMUM  PERCENTAGE") of
the total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such  exercise).  For such
purposes,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations  promulgated thereunder.
Each delivery of an Exercise Notice  hereunder will constitute a



                                       8
<PAGE>

representation  by the Holder that it has evaluated the  limitation set forth in
this paragraph and determined that issuance of the full number of Warrant Shares
requested  in such  Exercise  Notice is  permitted  under  this  paragraph.  The
Company's obligation to issue shares of Common Stock in excess of the limitation
referred to in this  Section  shall be  suspended  (and shall not  terminate  or
expire  notwithstanding any contrary provisions hereof) until such time, if any,
as such shares of Common Stock may be issued in compliance with such limitation,
but in no event  later  than the  Expiration  Date.  By  written  notice  to the
Company,  the Holder may waive the  provisions  of this  Section or  increase or
decrease  the  Maximum  Percentage  to any other  percentage  specified  in such
notice, but (i) any such waiver or increase will not be effective until the 61st
day after such notice is delivered  to the Company,  and (ii) any such waiver or
increase or decrease  will apply only to the Holder and not to any other  holder
of Warrants.


              (b) Notwithstanding anything to the contrary contained herein, the
maximum  number of shares of Common Stock that the Company  shall be required to
issue pursuant to the Transaction Documents equals 345,000 shares (the "ISSUABLE
MAXIMUM").  If,  at the time  any  Holder  requests  an  exercise  of any of the
Warrants,  the Actual  Minimum  exceeds the Issuable  Maximum,  then the Company
shall issue to the Holder  requesting  such  exercise or  conversion a number of
shares of Common  Stock not  exceeding  such  Holder's  pro-rata  portion of the
Issuable  Maximum (based on such Holder's share (vis-a-vis other Holders) of the
aggregate  purchase  price paid under the  Purchase  Agreement  and taking  into
account any Underlying Shares  previously  issued to such Holder),  this Warrant
shall  terminate  with  respect to such  Holder,  and the Company  shall have no
further  obligations  to issue shares of Common  Stock or  otherwise  under this
Warrant.  For the purposes hereof,  "ACTUAL MINIMUM" shall mean, as of any date,
the  maximum  aggregate  number  of  shares  of  Common  Stock  then  issued  or
potentially  issuable  in the  future  pursuant  to the  Transaction  Documents,
including any Underlying  Shares issuable upon exercise in full of all Warrants,
without giving effect to any limits on the number of shares of Common Stock that
may be owned by a Holder at any one time.

         12.  FRACTIONAL  SHARES.  The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant. If
any  fraction  of a Warrant  Share  would,  except  for the  provisions  of this
Section, be issuable upon exercise of this Warrant, the number of Warrant Shares
to be issued will be rounded up to the nearest whole share.

         13. NOTICES.  Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.



                                       9
<PAGE>

         14. WARRANT AGENT.  The Company shall serve as warrant agent under this
Warrant.  Upon 30 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or stockholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. MISCELLANEOUS.

              (a) Subject to the restrictions on transfer set forth on the first
page hereof, this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the  Company  except to a  successor  in the event of a  Fundamental
Transaction.  This  Warrant  shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

              (b) The Company will not, by amendment of its governing  documents
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder  against  impairment.  Without  limiting the
generality of the foregoing,  the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefor on such exercise, (ii) will
take all such action as may be reasonably necessary or appropriate in order that
the Company may validly and legally issue fully paid and  nonassessable  Warrant
Shares on the exercise of this Warrant, and (iii) will not close its stockholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

              (C)  GOVERNING  LAW;  VENUE;  WAIVER OF JURY TRIAL.  ALL QUESTIONS
CONCERNING THE CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND  INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND  CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.  EACH  PARTY  HEREBY  IRREVOCABLY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION  OF THE STATE AND FEDERAL  COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION  CONTEMPLATED HEREBY OR DISCUSSED
HEREIN  (INCLUDING  WITH RESPECT TO THE  ENFORCEMENT  OF ANY OF THE  TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION  OR  PROCEEDING,  ANY  CLAIM  THAT IT IS NOT  PERSONALLY  SUBJECT  TO THE
JURISDICTION  OF ANY SUCH  COURT,  THAT  SUCH  SUIT,  ACTION  OR  PROCEEDING  IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED



                                       10
<PAGE>

IN ANY SUCH SUIT,  ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED
OR CERTIFIED  MAIL OR  OVERNIGHT  DELIVERY  (WITH  EVIDENCE OF DELIVERY) TO SUCH
PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
THAT SUCH SERVICE SHALL  CONSTITUTE  GOOD AND SUFFICIENT  SERVICE OF PROCESS AND
NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY
RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES
ALL RIGHTS TO A TRIAL BY JURY.

              (d)  The  headings  herein  are  for  convenience   only,  do  not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

              (e) In case  any one or more  of the  provisions  of this  Warrant
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate such substitute provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


<PAGE>



         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                            STRATASYS, INC.


                                            By:______________________________

                                            Name:____________________________

                                            Title:___________________________



                                       11
<PAGE>


                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To:  STRATASYS, INC.

The undersigned is the Holder of Warrant No. _______ (the  "WARRANT")  issued by
Stratasys, Inc., a Delaware corporation (the "COMPANY").  Capitalized terms used
herein and not otherwise  defined have the respective  meanings set forth in the
Warrant.

1.       The  Warrant  is   currently   exercisable   to  purchase  a  total  of
         ______________ Warrant Shares.

2.       The  undersigned   Holder  hereby   exercises  its  right  to  purchase
         _________________ Warrant Shares pursuant to the Warrant.

3.       The Holder  intends that payment of the Exercise Price shall be made as
         (check one):

                                    ____    "Cash Exercise" under Section 10

                                    ____    "Cashless Exercise" under Section 10

4.       If the holder has elected a Cash Exercise, the holder shall pay the sum
         of  $____________  to the Company in  accordance  with the terms of the
         Warrant.

5.       Pursuant  to this  exercise,  the Company  shall  deliver to the holder
         _______________  Warrant  Shares  in  accordance  with the terms of the
         Warrant.

6.       Following this exercise, the Warrant shall be exercisable to purchase a
         total of ______________ Warrant Shares.



Dated:                      ,               Name of Holder:
       ---------------------  -------

                                            (Print)
                                                   ----------------------------

                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)

<PAGE>



                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of Stratasys,  Inc. to
which the within  Warrant  relates  and  appoints  ________________  attorney to
transfer  said  right  on the  books  of  Stratasys,  Inc.  with  full  power of
substitution in the premises.



Dated:                      ,
       ---------------------


                                    --------------------------------------------
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)


                                    --------------------------------------------
                                    Address of Transferee

                                    --------------------------------------------

                                    --------------------------------------------






In the presence of:


------------------------------