Prepared and filed by St Ives Burrups



EXHIBIT 4.1

NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
      EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
      THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
      MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      SECURED BY SUCH SECURITIES

STOCK PURCHASE WARRANT

To Purchase 50,000 Shares of Common Stock of

Authentidate Holding Corp.


THIS CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September ___, 2003 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Authentidate Holding Corp., a corporation incorporated in the State of Delaware (the “Company”), up to 50,000 shares (the “Warrant Shares”) of Common Stock, par value
$0.001 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.00, subject to adjustment hereunder.  The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated September __, 2003, between the Company and the investors signatory thereto.



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 1.     Title
      to Warrant. Prior to the Termination Date and subject to compliance
      with applicable laws, this Warrant and all rights hereunder are transferable,
      in whole or in part, at the office or agency of the Company by the Holder
      in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed.

 2.     Authorization
      of Shares. The Company covenants that all Warrant Shares which may
      be issued upon the exercise of the purchase rights represented by this
      Warrant will, upon exercise of the purchase rights represented by this
      Warrant, be duly authorized, validly issued, fully paid and nonassessable
      and free from all taxes, liens and charges in respect of the issue thereof
      (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

 3.     Exercise
of Warrant. 




Except as provided in Section 4 herein, exercise
    of the purchase rights represented by this Warrant may be made at any time
    or times on or after the Initial Exercise Date and on or before the Termination
    Date by the surrender of this Warrant and the Notice of Exercise Form annexed
    hereto duly executed, at the office of the Company (or such other office
    or agency of the Company as it may designate by notice in writing to the
    registered Holder at the address of such Holder appearing on the books of
    the Company) and upon payment of the Exercise Price of the shares thereby
    purchased by wire transfer or cashier’s check drawn on a United States
    bank or by means of a cashless exercise, the Holder shall be entitled to
    receive a certificate for the number of Warrant Shares so purchased. Certificates
    for shares purchased hereunder shall be delivered to the Holder within seven
    (7) Trading Days after the date on which this Warrant shall have been exercised
    as aforesaid. This Warrant shall be deemed to have been exercised and such
    certificate or certificates shall be deemed to have been issued, and Holder
    or any other person so designated to be named therein shall be deemed to
    have become a holder of record of such shares for all purposes, as of the
    date the Warrant has been exercised by payment to the Company of the Exercise
    Price and all taxes required to be paid by the Holder, if any, pursuant to
    Section 5 prior to the issuance of such shares, have been paid. If the Company
    fails to deliver to the Holder a certificate or certificates representing
    the Warrant Shares pursuant to this Section 3(a) by the seventh Trading Day
    after the date of exercise, then the Holder will have the right to rescind
    such exercise. In addition to any other rights available to the Holder, if
    the Company fails to deliver to the Holder a certificate or certificates
    representing the Warrant Shares pursuant to an exercise by the seventh Trading
    Day after the date of exercise, and if after such seventh Trading Day the
    Holder is required by its broker to purchase (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 which the Holder anticipated receiving
    upon such exercise (a “Buy-In”), then the Company shall
    (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including 



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brokerage commissions, if any)
      for the shares of Common Stock so purchased exceeds (y) the amount obtained
      by multiplying
        (A) the number of Warrant Shares that the Company was required to deliver
        to the Holder in connection with the exercise at issue times (B) the closing
        bid price of the Common Stock at the time of the obligation giving rise
      to such purchase obligation, and (2) at the option of the Holder, either
      reinstate
        the portion of the Warrant and equivalent number of Warrant Shares for
      which such exercise was not honored or deliver to the Holder the number of
      shares
        of Common Stock that would have been issued had the Company timely complied
        with its exercise and delivery obligations hereunder. For example, if the
        Holder purchases Common Stock having a total purchase price of $11,000
      to cover a Buy-In with respect to an attempted exercise of shares of Common
        Stock with a market price on the date of exercise totaled $10,000, under
        clause (1) of the immediately preceding sentence the Company shall be required
        to pay the Holder $1,000. The Holder shall provide the Company written
      notice
        indicating the amounts payable to the Holder in respect of the Buy-In.
      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.
      Notwithstanding anything to the contrary herein, in the event a Holder is
      entitled to collect
        liquidated damages hereunder and liquidated damages pursuant to Section
      4.1(a) of the Purchase Agreement, the Holder shall be limited to collect,
      at its
option, of such remedies, only one such remedy on any given occasion.





(b)     If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 (c)     Notwithstanding
    anything herein to the contrary, in no event shall the Holder be permitted
    to exercise this Warrant for Warrant Shares to the extent that (i) the number
    of shares of Common Stock owned by such Holder (other than Warrant Shares
    issuable upon exercise of this Warrant) plus (ii) the number of Warrant Shares
    issuable upon exercise of this Warrant, would be equal to or exceed 4.9999%
    of the number of shares of Common Stock then issued and outstanding, including
    shares issuable upon exercise of this Warrant held by such Holder after application
    of this Section 3(c). As used herein, beneficial ownership shall be determined
    in accordance with Section 13(d) of the Exchange Act. To the extent that
    the limitation contained in this Section 3(c) applies, the determination
    of whether this Warrant is exercisable (in relation to other securities owned
    by the Holder) and of which a portion of this Warrant is exercisable shall
    be in the sole discretion of such Holder, and the submission of a Notice
    of Exercise shall be deemed to be such Holder’s determination of whether
    this Warrant is exercisable (in relation to other securities owned by such
    Holder) and of which portion of this Warrant is exercisable, in each case
    subject to such aggregate percentage limitation, and the Company shall have
  no obligation to verify or confirm the accuracy of such 



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determination. Nothing
        contained herein shall be deemed to restrict the right of a Holder to
    exercise this Warrant into Warrant Shares at such time as such exercise will
    not
      violate the provisions of this Section 3(c). The provisions of this Section
      3(c)
        may be waived by the Holder upon, at the election of the Holder, not
    less than 61 days’ prior notice to the Company, and the provisions
    of this Section 3(c) shall continue to apply until such 61st day (or
        such later date, as determined by the Holder, as may be specified in such
        notice
        of waiver). No exercise of this Warrant in violation of this Section 3(c)
        but otherwise in accordance with this Warrant shall affect the status of
    the Warrant Shares as validly issued, fully-paid and nonassessable.




(d) This Warrant may also be exercised
    by means of a “cashless exercise” in which the Holder shall be
    entitled to receive a certificate for the number of Warrant Shares equal
to the quotient obtained by dividing [(A-B) (X)] by (A), where:



	 	 	(A) =	 the average of the high and low
      trading prices per share of Common Stock on the Trading Day preceding the
    date of such election;

	 	 	 	 
	 	 	(B) =	  the Exercise Price of the Warrants;
    and 
	 	 	 	 
	 	 	(X) =	 the number of Warrant Shares
        issuable upon exercise of the Warrants in accordance with the terms of
    this Warrant.




 4.     No
      Fractional Shares or Scrip. No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this Warrant. As
      to any fraction of a share which Holder would otherwise be entitled to
      purchase upon such exercise, the Company shall pay a cash adjustment in
      respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

 5.     Charges,
      Taxes and Expenses. Issuance of certificates for Warrant Shares shall
      be made without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all
      of which taxes and expenses shall be paid by the Company, and such certificates
      shall be issued in the name of the Holder or in such name or names as may
      be directed by the Holder; provided, however, that in the
      event certificates for Warrant Shares are to be issued in a name other
      than the name of the Holder, this Warrant when surrendered for exercise
      shall be accompanied by the Assignment Form attached hereto duly executed
      by the Holder; and the Company may require, as a condition thereto, the
      payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.

 6.     Closing
      of Books. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant.

 7.     Transfer,
Division and Combination. 




 (a)     Subject
    to compliance with any applicable securities laws, transfer of this Warrant
    and all rights hereunder, in whole or in part, shall be registered on the
    books of the Company to be maintained for such purpose, upon surrender of
    this Warrant at the principal office of the Company, together with a written
  assignment of this Warrant



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substantially in the form attached
    hereto duly executed by the Holder or its agent or attorney and funds sufficient
    to pay
      any transfer taxes payable upon the making of such transfer. Upon such
    surrender and, if required, such payment, the Company shall execute and deliver
    a new
      Warrant or Warrants in the name of the assignee or assignees and in the
    denomination or denominations specified in such instrument of assignment,
    and shall issue
      to the assignor a new Warrant evidencing the portion of this Warrant not
      so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
      properly assigned, may be exercised by a new holder for the purchase of
    Warrant Shares without having a new Warrant issued.




(b)     This
    Warrant may be divided or combined with other Warrants upon presentation
    hereof at the aforesaid office of the Company, together with a written notice
    specifying the names and denominations in which new Warrants are to be issued,
    signed by the Holder or its agent or attorney. Subject to compliance with
    Section 7(a), as to any transfer which may be involved in such division or
    combination, the Company shall execute and deliver a new Warrant or Warrants
    in exchange for the Warrant or Warrants to be divided or combined in accordance
  with such notice.

(c)     The
    Company shall prepare, issue and deliver at its own expense (other than transfer
    taxes) the new Warrant
    or Warrants under this Section 7.

 (d)     The
    Company agrees to maintain, at its aforesaid office, books for the registration
    and the registration of transfer of the Warrants.(d)     The
      Company agrees to maintain, at its aforesaid office, books for the registration
      and the registration of transfer of the Warrants.





 8.     No Rights
      as Shareholder until Exercise. This Warrant does not entitle the Holder
      to any voting rights or other rights as a shareholder of the Company prior
      to the exercise hereof. Upon the surrender of this Warrant and the payment
      of the aggregate Exercise Price (or by means of a cashless exercise), the
      Warrant Shares so purchased shall be and be deemed to be issued to such
      Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.

9.     Loss,
      Theft, Destruction or Mutilation of Warrant. The Company covenants
      that upon receipt by the Company of evidence reasonably satisfactory to
      it of the loss, theft, destruction or mutilation of this Warrant or any
      stock certificate relating to the Warrant Shares, and in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory
      to it (which shall not include the posting of any bond), and upon surrender
      and cancellation of such Warrant or stock certificate, if mutilated, the
      Company will make and deliver a new Warrant or stock certificate of like
      tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

10.     Saturdays,
      Sundays, Holidays, etc. If the last or appointed day for the taking
      of any action or the expiration of any right required or granted herein
      shall be a Saturday, Sunday or a legal holiday, then such action may be
      taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.



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11.     Adjustments
  of Exercise Price and Number of Warrant Shares.




(a)     Stock
      Splits, etc. The number and kind of securities purchasable upon the
      exercise of this Warrant and the Exercise Price shall be subject to adjustment
      from time to time upon the happening of any of the following. In case the
      Company shall (i) pay a dividend in shares of Common Stock or make a distribution
      in shares of Common Stock to holders of its outstanding Common Stock, (ii)
      subdivide its outstanding shares of Common Stock into a greater number
      of shares, (iii) combine its outstanding shares of Common Stock into a
      smaller number of shares of Common Stock, or (iv) issue any shares of its
      capital stock in a reclassification of the Common Stock, then the number
      of Warrant Shares purchasable upon exercise of this Warrant immediately
      prior thereto shall be adjusted so that the Holder shall be entitled to
      receive the kind and number of Warrant Shares or other securities of the
      Company which it would have owned or have been entitled to receive had
      such Warrant been exercised in advance thereof. Upon each such adjustment
      of the kind and number of Warrant Shares or other securities of the Company
      which are purchasable hereunder, the Holder shall thereafter be entitled
      to purchase the number of Warrant Shares or other securities resulting
      from such adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior
      to such adjustment by the number of Warrant Shares purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number
      of Warrant Shares or other securities of the Company resulting from such
      adjustment. An adjustment made pursuant to this paragraph shall become
      effective immediately after the effective date of such event retroactive
  to the record date, if any, for such event.



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12.     Reorganization,
      Reclassification, Merger, Consolidation or Disposition of Assets. In
      case the Company shall reorganize its capital, reclassify its capital stock,
      consolidate or merge with or into another corporation (where the Company
      is not the surviving corporation or where there is a change in or distribution
      with respect to the Common Stock of the Company), or sell, transfer or
      otherwise dispose of all or substantially all its property, assets or business
      to another corporation and, pursuant to the terms of such reorganization,
      reclassification, merger, consolidation or disposition of assets, shares
      of common stock of the successor or acquiring corporation, or any cash,
      shares of stock or other securities or property of any nature whatsoever
      (including warrants or other subscription or purchase rights) in addition
      to or in lieu of common stock of the successor or acquiring corporation
      (“Other Property”), are to be received by or distributed
      to the holders of Common Stock of the Company, then the Holder shall have
      the right thereafter to receive, at their option, (a) upon exercise of
      this Warrant, the number of shares of Common Stock of the successor or
      acquiring corporation or of the Company, if it is the surviving corporation,
      and Other Property receivable upon or as a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets by a Holder
      of the number of shares of Common Stock for which this Warrant is exercisable
  immediately prior to such event,



7






or (b) cash equal to the value
    of this Warrant as determined in accordance with the Black-Sholes option
    pricing
        formula. In case of any such reorganization, reclassification, merger,
        consolidation or disposition of assets, the successor or acquiring corporation
        (if other than the Company) shall expressly assume the due and punctual
        observance and performance of each and every covenant and condition of
        this Warrant to be performed and observed by the Company and all the
    obligations and liabilities hereunder, subject to such modifications as may
    be deemed
        appropriate (as determined in good faith by resolution of the Board of
        Directors of the Company) in order to provide for adjustments of Warrant
        Shares for which this Warrant is exercisable which shall be as nearly
    equivalent as practicable to the adjustments provided for in this Section
    12. For
        purposes of this Section 12, “common stock of the successor or acquiring
        corporation” shall include stock of such corporation of any class
        which is not preferred as to dividends or assets over any other class of
        stock of such corporation and which is not subject to redemption and shall
        also include any evidences of indebtedness, shares of stock or other securities
        which are convertible into or exchangeable for any such stock, either immediately
        or upon the arrival of a specified date or the happening of a specified
        event and any warrants or other rights to subscribe for or purchase any
        such stock. The foregoing provisions of this Section 12 shall similarly
        apply to successive reorganizations, reclassifications, mergers, consolidations
    or disposition of assets.


13.     Voluntary
      Adjustment by the Company. The Company may at any time during the term
      of this Warrant reduce the then current Exercise Price to any amount and
      for any period of time deemed appropriate by the Board of Directors of
the Company.

14.     Notice
      of Adjustment. Whenever the number of Warrant Shares or number or kind
      of securities or other property purchasable upon the exercise of this Warrant
      or the Exercise Price is adjusted, as herein provided, the Company shall
      promptly mail by registered or certified mail, return receipt requested,
      to the Holder notice of such adjustment or adjustments setting forth the
      number of Warrant Shares (and other securities or property) purchasable
      upon the exercise of this Warrant and the Exercise Price of such Warrant
      Shares (and other securities or property) after such adjustment, setting
      forth a brief statement of the facts requiring such adjustment and setting
      forth the computation by which such adjustment was made. Such notice, in
      the absence of manifest error, shall be conclusive evidence of the correctness
of such adjustment.

15.     Notice
  of Corporate Action. If at any time:




(a)      the Company
    shall take a record of the holders of its Common Stock for the purpose of
    entitling them to receive a dividend or other distribution, or any right
    to subscribe for or purchase any evidences of its indebtedness, any shares
    of stock of any class or any other securities or property, or to receive
any other right, or

(b)      there
    shall be any capital reorganization of the Company, any reclassification
    or recapitalization of the capital stock of the Company or any consolidation
    or merger of the Company with, or any sale, transfer or other disposition
    of all or substantially all the property, assets or business of the Company
to, another corporation or,



8








(c)      there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
  of the Company;



then, in any one or more of such cases, the Company shall give to Holder (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place.  Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up.  Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).


16.     Authorized
      Shares. The Company covenants that during the period the Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this Warrant. The
      Company further covenants that its issuance of this Warrant shall constitute
      full authority to its officers who are charged with the duty of executing
      stock certificates to execute and issue the necessary certificates for
      the Warrant Shares upon the exercise of the purchase rights under this
      Warrant. The Company will take all such reasonable action as may be necessary
      to assure that such Warrant Shares may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of
the Principal Market upon which the Common Stock may be listed.



The Company shall not by any action,
    including, without limitation, amending its certificate of incorporation
    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 actions as may be necessary
    or appropriate to protect the rights of Holder against impairment. Without
    limiting the generality of the foregoing, the Company will (a) not increase
    the par value of any Warrant Shares above the amount payable therefor upon
    such exercise immediately prior to such increase in par value, (b) take all
    such action as may be necessary or appropriate in order that the Company
    may validly and legally issue fully paid and nonassessable Warrant Shares
    upon the exercise of this Warrant, and (c) use commercially reasonable efforts
    to obtain all such authorizations, exemptions or consents from any public
    regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.



9








Before taking any action which
    would result in an adjustment in the number of Warrant Shares for which this
    Warrant is exercisable or in the Exercise Price, the Company shall obtain
    all such authorizations or exemptions thereof, or consents thereto, as may
    be necessary from any public regulatory body or bodies having jurisdiction
thereof.




17.     Miscellaneous




(a)     Jurisdiction.
    This Warrant shall constitute a contract under the laws of New York, without
regard to its conflict of law, principles or rules.

(b)     Restrictions.
    The Holder acknowledges that the Warrant Shares acquired upon the exercise
    of this Warrant, if not registered, will have restrictions upon resale imposed
by state and federal securities laws.

(c)     Nonwaiver
      and Expenses. No course of dealing or any delay or failure to exercise
      any right hereunder on the part of Holder shall operate as a waiver of
      such right or otherwise prejudice Holder’s rights, powers or remedies,
      notwithstanding all rights hereunder terminate on the Termination Date.
      If the Company willfully and knowingly fails to comply with any provision
      of this Warrant, which results in any material damages to the Holder, the
      Company shall pay to Holder such amounts as shall be sufficient to cover
      any costs and expenses including, but not limited to, reasonable attorneys’ fees,
      including those of appellate proceedings, incurred by Holder in collecting
      any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.

(d)     Notices.
    Any notice, request or other document required or permitted to be given or
    delivered to the Holder by the Company shall be delivered in accordance with
the notice provisions of the Purchase Agreement.

(e)     Limitation
      of Liability. No provision hereof, in the absence of affirmative action
      by Holder to purchase Warrant Shares, and no enumeration herein of the
      rights or privileges of Holder, shall give rise to any liability of Holder
      for the purchase price of any Common Stock or as a stockholder of the Company,
      whether such liability is asserted by the Company or by creditors of the
Company.

(f)     Remedies.
    Holder, in addition to being entitled to exercise all rights granted by law,
    including recovery of damages, will be entitled to specific performance of
    its rights under this Warrant. The Company agrees that monetary damages would
    not be adequate compensation for any loss incurred by reason of a breach
    by it of the provisions of this Warrant and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

(g)     Successors
      and Assigns. Subject to applicable securities laws, this Warrant and
      the rights and obligations evidenced hereby shall inure to the benefit
      of and be binding upon the successors of the Company and the successors
      and permitted assigns of Holder. The provisions of this Warrant are intended
to be for the benefit of all Holders



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from time to time of this Warrant
  and shall be enforceable by any such Holder or holder of Warrant Shares.




(h)     Amendment.
    This Warrant may be modified or amended or the provisions hereof waived with
  the written consent of the Company and the Holder.

(i)     Severability.
    Wherever possible, each provision of this Warrant shall be interpreted in
    such manner as to be effective and valid under applicable law, but if any
    provision of this Warrant shall be prohibited by or invalid under applicable
    law, such provision shall be ineffective to the extent of such prohibition
    or invalidity, without invalidating the remainder of such provisions or the
  remaining provisions of this Warrant.

(j)     Headings.
    The headings used in this Warrant are for the convenience of reference only
  and shall not, for any purpose, be deemed a part of this Warrant.



********************

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.



Dated:  September __, 2003

 

	 	AUTHENTIDATE HOLDING CORP.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 

 

     

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NOTICE OF EXERCISE

To:       Authentidate Holding Corp.


 (1)     The
    undersigned hereby elects to purchase ________ Warrant Shares (the “Common
    Stock”), of Authentidate Holding Corp., pursuant to the terms of
    the attached Warrant, and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.

 (2)     Please
    issue a certificate or certificates representing said Warrant Shares in the
name of the undersigned or in such other name as is specified below:




_______________________________



The Warrant Shares shall be delivered to the following:


_______________________________

_______________________________

_______________________________




(3)      The
            undersigned agrees to comply with the prospectus delivery requirements
    under the applicable securities laws in connection with any transfer of the
    aforesaid
        Warrant Shares.



	 	[PURCHASER]
	 	 	 
	 	By:	 ______________________________
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 Dated: ________________________


 








ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information. 
Do not use this form to exercise the warrant.)


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to



_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

                                                                                                 Dated:  ______________, _______

                                        Holder’s
Signature:                _____________________________

                                        Holder’s
    Address:                  _____________________________

                                                                                       _____________________________

 

Signature Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.








NOTICE OF EXERCISE OF COMMON STOCK WARRANT

PURSUANT TO CASHLESS EXERCISE PROVISIONS

To: Authentidate Holding Corp.

Aggregate Price of Warrant Before Exercise:  $_______

Aggregate Price Being Exercised:  $______

Exercise Price:  $______ per share

Number of Shares of Common Stock to be Issued Under this Notice: ________

Remaining Aggregate Price (if any) After Issuance:  $_______

Gentlemen:


The undersigned, registered Holder of the Warrant delivered herewith, hereby irrevocably exercises such Warrant for, and purchases thereunder, shares of the Common Stock of Authentidate Holding Corp., as provided below.  Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given in the Warrant.  The portion of the Exercise Price (as defined in the Warrant) to be applied toward the purchase of Common Stock pursuant to this Notice of Exercise is $_______, thereby leaving a remaining Exercise Price (if any) equal to $________.  Such exercise shall be pursuant to the cashless exercise provisions of Section 3 of the Warrant; therefore, Holder makes no payment with this Notice of
Exercise.  The number of shares to be issued pursuant to this exercise shall be determined by reference to the formula in Section 3 of the Warrant which, by reference to Section 3, requires the use of the high and low trading price of the Company’s Common Stock on the Trading Day preceding the date of such election.  The high and low trading price of the Company’s Common Stock has been determined by Holder to be $______ and $_________, respectively, which figure is acceptable to Holder for calculations of the number of shares of Common Stock issuable pursuant to this Notice of Exercise.  Holder requests that the certificates for the purchased shares of Common Stock be issued in the name of _________________________ and delivered to
____________________________________________.  To the extent the foregoing exercise is for less than the full Aggregate Price of the Warrant, a replacement Warrant representing the remainder of the Aggregate Price (and otherwise of like form, tenor and effect) shall be delivered to Holder along with the share certificate evidencing the Common Stock issued in response to this Notice of Exercise.



	 	[PURCHASER]
	 	 	 
	 	By:	 ______________________________
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date:
	 	 
	 	NOTE
	 	 


 

The execution to
      the foregoing Notice of Exercise must exactly correspond to the name of the
  Holder on the Warrant.