<PAGE>   1
                                                                     EXHIBIT 4.2


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY THE SECURITIES.



                          NET2000 COMMUNICATIONS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                                              Number of Shares:

Date of Issuance: April 12, 2001


        Net2000 Communications, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for .01 United States Dollars ($0.01) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ____________________, the registered holder hereof or its
permitted assigns, is entitled, subject to the terms set forth below, to
purchase from the Company upon surrender of this Warrant, at any time or times
on or after the date hereof, but not after 11:59 P.M. New York City Time on the
Expiration Date (as defined herein) ________________ __________________)
________ fully paid nonassessable shares of Common Stock (as defined herein) of
the Company (the "Warrant Shares") at the purchase price per share equal to the
Warrant Exercise Price (as defined in Section 1(b) below).

        Section 1. Definitions.

<PAGE>   2

                (a)     Securities Purchase Agreement. This Warrant is one of
the Warrants (the "Preferred Share Warrants") issued pursuant to Section 1 of
that certain Securities Purchase Agreement dated as of March 27, 2001, among the
Company and the Persons referred to therein (the "Securities Purchase
Agreement").

                (b)     Definitions. The following words and terms as used in
this Warrant shall have the following meanings:

                        (i)     "Business Day" means any day other than
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law to remain closed.

                        (ii)    "Certificate of Designations" means the
Certificate of Designations for the Company's Series D Convertible Pay In Kind
Preferred Stock.

                        (iii)   "Closing Bid Price" means, for any security as
of any date, the last closing bid price for such security on the Principal
Market (as defined below) as reported by Bloomberg Financial Markets
("Bloomberg"), or if the Principal Market begins to operate on an extended hours
basis, and does not designate the closing bid price, then the last bid price at
4:00 p.m. New York City Time as reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price of such security in the over-the-counter
market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price is reported for such security by
Bloomberg, the last closing trade price for such security as reported by
Bloomberg, or, if no last closing trade price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as mutually determined by the Company and the holders
of the Preferred Share Warrants representing at least fifty-five percent (55%)
of the shares of Common Stock obtainable upon exercise of the Preferred Share
Warrants then outstanding (consisting of at least two unaffiliated persons). If
the Company and the holders of the Preferred Share Warrants are unable to agree
upon the fair market value of the Common Stock, then such dispute shall be
resolved pursuant to Section 2(a) of this Warrant with the term "Closing Bid
Price" being



<PAGE>   3

substituted for the term "Market Price." All such determinations to be
appropriately adjusted for any stock dividend, stock split or other similar
transaction during such period.

                        (iv)    "Closing Sale Price" means, for any security as
of any date, the last closing trade price for such security on the Principal
Market as reported by Bloomberg, or if the Principal Market begins to operate on
an extended hours basis, and does not designate the closing trade price, then
the last trade price at 4:00 p.m., New York City Time, as reported by Bloomberg,
or if the foregoing do not apply, the last closing trade price of such security
in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg, or, if no last closing trade price is
reported for such security by Bloomberg, the last closing ask price of such
security as reported by Bloomberg, or, if no last closing ask price is reported
for such security by Bloomberg, the average of the highest bid price and the
lowest ask price of any market makers for such security as reported in the "pink
sheets" by the National Quotation Bureau, Inc. If the Closing Sale Price cannot
be calculated for such security on such date on any of the foregoing bases, the
Closing Sale Price of such security on such date shall be the fair market value
as mutually determined by the Company and the holders of the Preferred Share
Warrants representing at least fifty-five percent (55%) of the shares of Common
Stock obtainable upon exercise of the Preferred Share Warrants then outstanding
(consisting of at least two unaffiliated persons). If the Company and the
holders of Preferred Share Warrants are unable to agree upon the fair market
value of the Common Stock, then such dispute shall be resolved pursuant to
Section 2(a) below with the term "Closing Sale Price" being substituted for the
term "Market Price". All such determinations to be appropriately adjusted for
any stock dividend, stock split or other similar transaction during such period.

                        (v)     "Common Stock" means (i) the Company's common
stock, par value $.01 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock resulting from a
reclassification of such Common Stock.

                        (vi) "Convertible Securities" means any stock or
securities (other than Options) directly or indirectly convertible into or
exchangeable or exercisable for Common Stock.


<PAGE>   4

                        (vii)   "Expiration Date" means the date five (5) years
from the date of this Warrant or, if such date does not fall on a Business Day
or on a day on which trading takes place on the principal exchange or automated
quotation system on which the Common Stock is traded, then the next date
Business Day.

                        (viii)  "Market Price" means, with respect to any
security for any date of determination, that price which shall be computed as
the arithmetic average of the Closing Bid Prices for such security on each of
the ten (10) trading days immediately preceding such date of determination. All
such determinations to be appropriately adjusted for any stock dividend, stock
split or other similar transaction during the pricing period.

                        (ix)    "Options" means any rights, warrants or options
to subscribe for or purchase Common Stock or Convertible Securities.

                        (x)     "Person" means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

                        (xi)    "Preferred Shares" means the shares of the
Company's Series D Convertible Pay In Kind Preferred Stock issued pursuant to
the Securities Purchase Agreement and the shares of the Company's Series D
Convertible Pay In Kind Preferred Stock issued as Dividend Shares pursuant to
the Certificate of Designations.

                        (xii)   "Principal Market" means the Nasdaq National
Market or if the Common Stock is not traded on the Nasdaq National Market, then
the principal securities exchange or trading market for the Common Stock.

                        (xiii)  "Registration Rights Agreement" means that
registration rights agreement dated April 12, 2001 by and among the Company and
the Persons referred to therein.

                        (xiv)   "Securities Act" means the Securities Act of
1933, as amended.

                        (xv)    "Warrant" means this Warrant and all Warrants
issued in exchange, transfer or replacement thereof.

<PAGE>   5

                        (xvi)   "Warrant Exercise Price" shall be equal to
$10.00, subject to adjustment as hereinafter provided.

                        (xvii)  "Weighted Average Price" means, for any security
as of any date, the dollar volume-weighted average price for such security on
the Principal Market as reported by Bloomberg through its "Volume at Price"
function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg, the
average of the bid prices of each of the market makers for such security as
reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Weighted Average Price cannot be calculated for such security on such date on
any of the foregoing bases, the Weighted Average Price of such security on such
date shall be the fair market value as mutually determined by the Company and
the holders of the Preferred Share Warrants representing at least fifty-five
percent (55%) of the shares of Common Stock obtainable upon exercise of the
Preferred Share Warrants then outstanding (consisting of at least two
unaffiliated persons). If the Company and the holders of the Preferred Share
Warrants are unable to agree upon the fair market value of the Common Stock,
then such dispute shall be resolved pursuant to Section 2(a) below with the term
"Weighted Average Price" being substituted for the term "Market Price." All such
determinations to be appropriately adjusted for any stock dividend, stock split
or other similar transaction during such period.

        Section 2. Exercise of Warrant.

                (a)     Subject to the terms and conditions hereof, this Warrant
may be exercised by the holder hereof then registered on the books of the
Company, in whole or in part, at any time on any Business Day on or after the
opening of business on the date hereof and prior to 11:59 P.M., New York City
Time, on the Expiration Date by (i) delivery of a written notice, in the form of
the subscription notice attached as Exhibit A hereto (the "Exercise Notice"), of
such holder's election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) (A) payment to the Company of an
amount equal to the Warrant Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the "Aggregate Exercise
Price") by wire transfer of immediately available funds (or

<PAGE>   6

by check if the Company has not provided the holder of this Warrant with wire
transfer instructions for such payment) or (B) by notifying the Company that
this Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 2(e)), and (iii) the surrender to a common carrier for overnight
delivery to the Company as soon as practicable following such date, this Warrant
(or an indemnification undertaking with respect to this Warrant in the case of
its loss, theft or destruction); provided, that if such Warrant Shares are to be
issued in any name other than that of the registered holder of this Warrant,
such issuance shall be deemed a transfer and the provisions of Section 7 shall
be applicable. In the event of any exercise of the rights represented by this
Warrant in compliance with this Section 2(a), the Company shall on the second
(2nd) Business Day (the "Warrant Share Delivery Date") following the date of its
receipt of the Exercise Notice, the Aggregate Exercise Price (or notice of
Cashless Exercise) and this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or destruction) (the
"Exercise Delivery Documents"), (A) provided the transfer agent is participating
in The Depository Trust Company ("DTC") Fast Automated Securities Transfer
Program and provided that the holder is eligible to receive shares through DTC,
credit such aggregate number of shares of Common Stock to which the holder shall
be entitled to the holder's or its designee's balance account with DTC through
its Deposit Withdrawal Agent Commission system or (B) issue and deliver to the
address as specified in the Exercise Notice, a certificate, registered in the
name of the holder or its designee, for the number of shares of Common Stock to
which the holder shall be entitled. Upon delivery of the Exercise Notice and
Aggregate Exercise Price referred to in clause (ii)(A) above or notification to
the Company of a Cashless Exercise referred to in Section 2(e), the holder of
this Warrant shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares. In the
case of a dispute as to the determination of the Warrant Exercise Price, the
Market Price of a security or the arithmetic calculation of the number of
Warrant Shares, the Company shall promptly issue to the holder the number of
shares of Common Stock that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
(1) Business Day of receipt of the holder's subscription notice. If the holder
and the Company are unable to agree upon the determination of the Warrant
Exercise Price, the Market Price or

<PAGE>   7

arithmetic calculation of the number of Warrant Shares within one (1) Business
Day of such disputed determination or arithmetic calculation being submitted to
the holder, then the Company shall immediately submit via facsimile (i) the
disputed determination of the Warrant Exercise Price or the Market Price to an
independent, reputable investment banking firm reasonably acceptable to the
holder or (ii) the disputed arithmetic calculation of the number of Warrant
Shares to its independent, outside accountant. The Company shall cause the
investment banking firm or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the holder of the
results no later than two (2) Business Days from the time it receives the
disputed determinations or calculations. Such investment banking firm's or
accountant's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error.

                (b)     Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon as
practicable and in no event later than five (5) Business Days after any exercise
(the "Warrant Delivery Date") and at its own expense, issue a new Warrant
identical in all respects to this Warrant exercised except it shall represent
rights to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant exercised, less the number of Warrant Shares
with respect to which such Warrant is exercised.

                (c)     No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but rather the number of shares of Common
Stock issued upon exercise of this Warrant shall be rounded up or down to the
nearest whole number.

                (d)     If the Company shall fail for any reason or for no
reason to issue to the holder within three (3) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Common
Stock to which the holder is entitled or to credit the holder's balance account
with DTC for such number of shares of Common Stock to which the holder is
entitled upon the holder's exercise of this Warrant or a new Warrant for the
number of shares of Common Stock to which such holder is entitled pursuant to
Section 2(b) hereof, the Company shall, in addition to any other remedies under
this Warrant or the Securities Purchase Agreement or otherwise available to such
holder, including any indemnification under Section 8

<PAGE>   8

of the Securities Purchase Agreement, deposit into an escrow account for the
benefit of such holder an amount for each day after the Warrant Share Delivery
Date such exercise is not timely effected and/or each day after the Warrant
Delivery Date such Warrant is not delivered, as the case may be, an amount equal
to 0.5% of the product of (i) the sum of the number of shares of Common Stock
not issued to the holder on or prior to the Warrant Share Delivery Date and to
which such holder is entitled and, in the event the Company has failed to
deliver a new Warrant to the holder on or prior to the Warrant Delivery Date,
the number of shares of Common Stock issuable upon exercise of such Warrant and
(ii) the Closing Bid Price of the Common Stock on the Warrant Share Delivery
Date, in the case of the failure to deliver Common Stock, or the Warrant
Delivery Date, in the case of a failure to deliver a new Warrant (the price
described in this clause (ii), hereinafter referred to as the "Demand Price").
At such time as the Company issues and delivers a certificate to such holder or
credit's such holder's balance account with DTC for the number of shares of
Common Stock to which such holder is entitled upon such holder's exercise of its
Warrant or issues and delivers a new Warrant for the number of shares of Common
Stock to which such holder is entitled pursuant to Section 2(b), as applicable
(the "Actual Delivery Date"), such holder shall be entitled to receive from the
escrow account an amount equal to the following formula:

               [(1)(2)] - [(x)(y)]

Where:

(1)  is the sum of the number of shares of Common Stock issued to the holder on
the Actual Delivery Date or the number of shares of Common Stock issuable upon
exercise of the new Warrant, as applicable,

(2) is the Demand Price,

(x) is the sum of the number of shares of Common Stock issued to the holder on
the Actual Delivery Date or the number of shares of Common Stock issuable upon
exercise of the new Warrant, as applicable, and

(y) is the Closing Bid Price of the Common Stock on the Actual Delivery Date.


If the Company fails to issue the Common Shares a holder is entitled to upon
exercise of a Warrant or fails to issue a new Warrant (pursuant to Section
2(b)), the proceeds deposited into

<PAGE>   9

such escrow account shall be available to compensate such holder for its damages
arising from such failure. The foregoing notwithstanding, the damages set forth
in this Section 2(d) shall be stayed with respect to the number of shares of
Common Stock and, if applicable, the Warrant for which there is a good faith
dispute being resolved pursuant to, and within the time periods provided for in,
Section 2(a), pending the resolution of such dispute. Notwithstanding anything
to the contrary contained in this Section 2(d), the Company shall not be
required to pay additional damages pursuant to this Section 2(d) if the event
giving rise to such obligation (x) arises through no fault of the Company's due
to circumstances outside of the Company's control, provided that the Company has
used reasonable best efforts to oversee its agents and to cause such
circumstance not to occur. In addition, under no circumstances shall the Company
be required to pay additional damages pursuant to this Section 2(d) solely for
the Company's failure to obtain the Stockholders' approval of the terms of this
Warrant Certificate in accordance with the rules of the Principal Market.

                (e)     The holder of this Warrant may, at its election
exercised in its sole discretion, exercise this Warrant in whole or in part and,
in lieu of making the cash payment otherwise contemplated to be made to the
Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to receive upon such exercise the "Net Number" of shares of Common Stock
determined according to the following formula (a "Cashless Exercise"):

        Net Number = (A x B) - (A x C)
                     -----------------
                             B

               For purposes of the foregoing formula:

                      A= the total number of shares with respect to which
                      this Warrant is then being exercised.

                      B= the Closing Sale Price of the Common Stock on the
                      trading day immediately preceding the date of the
                      Exercise Notice.

                      C= the Warrant Exercise Price then in effect for the
                      applicable Warrant Shares at the time of such
                      exercise.

<PAGE>   10

                (f)     Notwithstanding the provisons of this Section 2, no
shares of Common Stock will be issued upon exercise of this Warrant, if as a
result of such exercise, the holder of such shares of Common Stock together with
its affiliates would hold more than 19.99% of the outstanding Common Stock of
the Company; provided however that the provisions of this Section 2(f) will
immediately terminate upon approval of the terms of this Warrant by the
stockholders of the Company in accordance with the rules of the Principal
Market.

        Section 3. Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:

                (a)     This Warrant is, and any Warrants issued in substitution
for or replacement of this Warrant will upon issuance be, duly authorized and
validly issued.

                (b)     All Warrant Shares which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
created by or through the Company with respect to the issue thereof.

                (c)     During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the exercise of the rights then represented by this Warrant and the par
value of said shares will at all times be less than or equal to the applicable
Warrant Exercise Price.

                (d)     The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable upon the exercise of this Warrant; and the Company shall
so list on each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company issuable upon the


<PAGE>   11

exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.

                (e)     The Company will not, by amendment of 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 to be
observed or performed by it hereunder. Without limiting the generality of the
foregoing, the Company (i) will not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the Warrant
Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

                (f)     This Warrant will be binding upon any entity succeeding
to the Company by merger, consolidation or acquisition of all or substantially
all of the Company's assets.

                (g)     The Company hereby agrees that the initial aggregate
number of shares Common Stock issuable upon exercise in full of the Preferred
Share Warrants, issued on the date of the original issuance of the Preferred
Shares (the "Closing Date"), to the initial holders thereof was 1,755,267, which
was intended to constitute 2.5% of the fully diluted equity of the Company on
the Closing Date (including the Preferred Shares and excluding any options to
purchase Common Stock at a price which is higher than $10.00 per share). If for
any reason the shares of Common Stock purchasable upon the exercise of the
Preferred Share Warrants issued on the Closing Date did not constitute 2.5% of
the shares of Common Stock outstanding as of such time (and as so calculated),
the Company shall forthwith reissue each Warrant then outstanding with
appropriate adjustments in the Warrant Exercise Price and in the number of
shares of Common Stock issuable upon exercise thereof (together with an
officer's certificate setting forth in reasonable detail the computation of such
adjustments), and all such adjustments shall be reasonably satisfactory to the
holders thereof.

        Section 4. Taxes. The Company shall pay any and all taxes which may be
payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.

<PAGE>   12

        Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically provided herein, no holder, as such, of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of shares of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

        Section 6. Representations of Holder. The holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein,
the holder does not agree to hold this Warrant or any of the Warrant Shares for
any minimum or other specific term and reserves the right to dispose of this
Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The holder of
this Warrant further represents, by acceptance hereof, that, as of this date,
such holder is an "accredited investor" as such term is defined in Rule
501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act (an "Accredited Investor"). Upon exercise of this
Warrant, other than pursuant to a Cashless Exercise, the holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, representations concerning the Warrant Shares in substantially the form
of the first sentence of this Section 6. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this

<PAGE>   13

Warrant, other than pursuant to a Cashless Exercise, that the Company receive
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities laws.

        Section 7. Ownership and Transfer.

                (a)     The Company shall maintain at its principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which the Company
shall record the name and address of the person in whose name this Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is registered on the register as the
owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, but in all events recognizing any transfers made in accordance with
the terms of this Warrant.

                (b)     This Warrant and the rights granted hereunder shall be
assignable and transferable by the holder hereof without the consent of the
Company.

                (c)     The Company is obligated to register the Warrant Shares
for resale under the Securities Act pursuant to the Registration Rights
Agreement and the initial holder of this Warrant (and certain assignees thereof)
is entitled to the registration rights in respect of the Warrant Shares as set
forth in the Registration Rights Agreement.

        Section 8. Adjustment of Warrant Exercise Price and Number of Shares.
The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

                (a)     Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant

<PAGE>   14

combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Warrant Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock obtainable
upon exercise of this Warrant will be proportionately decreased. Any adjustment
under this Section 8(a) shall become effective at the close of business on the
date the subdivision or combination becomes effective.

                (b)     Distribution of Assets. If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other similar transaction) (a
"Distribution"), at any time after the issuance of this Warrant, then, in each
such case:

                (i)     the Warrant Exercise Price in effect immediately prior
to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined
by multiplying such Warrant Exercise Price by a fraction of which (A) the
numerator shall be the Weighted Average Price of the Common Stock on the trading
day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company's Board of Directors) applicable to
one share of Common Stock, and (B) the denominator shall be the Weighted Average
Price of the Common Stock on the trading day immediately preceding such record
date; and

                (ii)    either (A) the number of Warrant Shares obtainable upon
exercise of this Warrant shall be increased to a number of shares equal to the
number of shares of Common Stock obtainable immediately prior to the close of
business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution multiplied by the reciprocal of the
fraction set forth in the immediately preceding clause (i), or (B) in the event
that the Distribution is of common stock of a company whose common stock is
traded on a national securities exchange or a national automated quotation
system, then the holder of this Warrant shall receive an additional warrant to
purchase Common Stock, the terms of which shall

<PAGE>   15

be identical to those of this Warrant, except that such warrant shall be
exercisable into the amount of the assets that would have been payable to the
holder of this Warrant pursuant to the Distribution had the holder exercised
this Warrant immediately prior to such record date and with an exercise price
equal to the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately
preceding clause (i).

                (c)     Notices.

                        (i)     Immediately upon any adjustment of the Warrant
Exercise Price, the Company will give written notice thereof to the holder of
this Warrant, setting forth in reasonable detail, and certifying, the
calculation of such adjustment.

                        (ii)    The Company will give written notice to the
holder of this Warrant at least ten (10) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                        (iii)   The Company will also give written notice to the
holder of this Warrant at least ten (10) days prior to the date on which any
Organic Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

        Section 9. Purchase Rights; Reorganization, Reclassification,
Consolidation, Merger or Sale.

                (a)     In addition to any adjustments pursuant to Section 8
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which

<PAGE>   16

such holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

                (b)     Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock (except an unsolicited tender offer to which the
Company is not a party) is referred to herein as "Organic Change." Prior to the
consummation of any (i) sale of all or substantially all of the Company's assets
to an acquiring Person or (ii) other Organic Change following which the Company
is not a surviving entity, the Company will secure from the Person purchasing
such assets or the successor resulting from such Organic Change (in each case,
the "Acquiring Entity") written agreement (in form and substance reasonably
satisfactory to the holders of Preferred Share Warrants representing at least
fifty-five percent (55%) of the shares of Common Stock obtainable upon exercise
of the Preferred Share Warrants then outstanding (consisting of at least two
unaffiliated persons)) to deliver to each holder of Preferred Share Warrants who
elects to receive such Replacement Security (as defined below) in exchange for
such Warrants, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and
reasonably satisfactory to the holders of the Preferred Share Warrants (the
"Replacement Security") (including, an adjusted warrant exercise price equal to
the value for the Common Stock reflected by the terms of such consolidation,
merger or sale, and exercisable for a corresponding number of shares of Common
Stock acquirable and receivable upon exercise of the Preferred Share Warrants
(without regard to any limitations on exercises), if the value so reflected is
less than the Warrant Exercise Price in effect immediately prior to such
consolidation, merger or sale). Prior to the consummation of any other Organic
Change and in the case of an Organic Change described in clauses (i) and (iii)
above where the holder does not elect to receive Replacement Security, the
Company shall make appropriate provision (in form and substance reasonably
satisfactory to the holders of Preferred Share Warrants representing at least at
least fifty-five percent (55%) of the shares of Common


<PAGE>   17



Stock obtainable upon exercise of the Preferred Share Warrants then outstanding
(consisting of at least two unaffiliated persons)) to insure that each of the
holders of the Preferred Share Warrants will thereafter have the right to
acquire and receive in lieu of or in addition to (as the case may be) the shares
of Common Stock immediately theretofore acquirable and receivable upon the
exercise of such holder's Preferred Share Warrants (without regard to any
limitations on exercises), such shares of stock, securities or assets that would
have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon the exercise of such holder's Warrant as of the
date of such Organic Change (without taking into account any limitations or
restrictions on the exerciseability of this Warrant).

        Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt of an indemnification undertaking (or in the case of a mutilated
Warrant, the Warrant), issue a new Warrant of like denomination and tenor as
this Warrant so lost, stolen, mutilated or destroyed.

        Section 11. Notice. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


        If to the Company:

               Net2000 Communications, Inc.
               2180 Fox Mill Road
               Herndon, Virginia 20171
               Telephone:
               Facsimile:    703-654-2049
               Attention:    General Counsel
<PAGE>   18


        With a copy to:
               Piper Marbury Rudnick & Wolfe LLP
               Commerce Park III
               Suite 610
               1850 Centennial Park Drive
               Reston, VA 20191-1917
               Telephone:    703-391-7100
               Facsimile:    703-390-5299
               Attention:    Nancy Spangler


If to a holder of this Warrant, to it at the address and facsimile number set
forth on the Schedule of Buyers to the Securities Purchase Agreement, with
copies to such holder's representatives as set forth on such Schedule of Buyers,
or at such other address and facsimile as shall be delivered to the Company upon
the issuance or transfer of this Warrant. Each party shall provide five days'
prior written notice to the other party of any change in address or facsimile
number. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

        Section 12. Amendments. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party or holder hereof against which enforcement of such change, waiver,
discharge or termination is sought and shall be binding on such party's or
holder's assignees and transferees.

        Section 13. Intentionally Omitted.

        Section 14. Date. The date of this Warrant is March __, 2001 (the
"Warrant Date"). This Warrant, in all events, shall be wholly void and of no
effect after the close of business on the Expiration Date, except that
notwithstanding any other provisions hereof, the provisions of Section 7 shall
continue in full force and effect after such date as to any Warrant Shares or
other securities issued upon the exercise of this Warrant.
<PAGE>   19


        Section 15. Amendment and Waiver. Except as otherwise provided herein,
the provisions of the Preferred Share Warrants may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the holders of Preferred Share Warrants representing at least at
least fifty-five percent (55%) of the shares of Common Stock obtainable upon
exercise of the Preferred Share Warrants then outstanding (consisting of at
least two unaffiliated persons); provided that no such action may increase the
Warrant Exercise Price or decrease the number of shares or class of stock
obtainable upon exercise of any Preferred Share Warrants without the written
consent of the holder of such Preferred Share Warrant.

        Section 16. Descriptive Headings; Governing Law. The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. All questions
concerning the construction, validity, enforcement and interpretation of this
Warrant shall be governed by the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.

<PAGE>   20


                IN WITNESS WHEREOF, the Company has caused this Warrant to be
        signed by Clayton A. Thomas, Jr., its Chief Executive Officer, as of the
        12 day of April, 2001.



                                            NET2000 COMMUNICATIONS, INC.



                                            By:
                                                 -------------------------------

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


<PAGE>   21

                              EXHIBIT A TO WARRANT

                                 EXERCISE NOTICE

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                          Net2000 Communications, Inc.

                The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("Warrant Shares") of Net2000
Communications, Inc., a Delaware corporation (the "Company"), evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

                1.      Form of Warrant Exercise Price. The Holder intends that
payment of the Warrant Exercise Price shall be made as:

               ____________  "Cash Exercise" with respect to _______________
                               Warrant Shares; and/or

               ____________  "Cashless Exercise" with respect to ___________
                               Warrant Shares (to the extent permitted by the
                               terms of the Warrant).

                2.      Payment of Warrant Exercise Price. In the event that the
holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

                3.      Delivery of Warrant Shares. The Company shall deliver to
the holder __________ Warrant Shares in accordance with the terms of the
Warrant.

<PAGE>   22


Date:
      -----------------, ------

Name of Registered Holder                          Tax ID of Registered Holder

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


<PAGE>   23

                                 ACKNOWLEDGMENT

        The Company hereby acknowledges this Exercise Notice and hereby directs
[TRANSFER AGENT] to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated __________, 2001 from
the Company and acknowledged and agreed to by [TRANSFER AGENT].


                                            NET2000 COMMUNICATIONS, INC.


                                            By:
                                                --------------------------------

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



<PAGE>   24

                                  EXHIBIT B TO WARRANT

                                 FORM OF WARRANT POWER


        FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Net2000 Communications, Inc., a
Delaware corporation, represented by warrant certificate no. _____, standing in
the name of the undersigned on the books of said corporation. The undersigned
does hereby irrevocably constitute and appoint ______________, attorney to
transfer the warrants of said corporation, with full power of substitution in
the premises.



Dated:           200_
       ---------,

                                            By:
                                              ----------------------------------
                                            Its:
                                               ---------------------------------