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                                                                     Exhibit 4.9



                             COMMON STOCK WARRANT

                          TO PURCHASE COMMON STOCK OF

                         STORAGE COMPUTER CORPORATION



                              Certificate No. W-


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                               TABLE OF CONTENTS


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ARTICLE I - Definitions..........................................................................     1

ARTICLE II - Warrant Exercise Price and Exercise of Warrants.....................................     4
     Section 2.1 Manner of Exercise..............................................................     5
     Section 2.2 Payment of Taxes................................................................     6
     Section 2.3 Fractional Shares of Common Stock...............................................     6
     Section 2.4 Reservation of Warrant Shares...................................................     6
     Section 2.5 No Impairment...................................................................     7

ARTICLE III - Transfers, Exchanges...............................................................     7
     Section 3.1 Exchange and Transfer of Warrant Certificates...................................     7
     Section 3.2 Division and Combination........................................................     8
     Section 3.3 Lost, Stolen, Mutilated or Destroyed Warrants...................................     8
     Section 3.4 Cancellation of Warrant.........................................................     8

ARTICLE IV - Adjustments, Notice Provisions; Payment of Cash Dividends...........................     8
     Section 4.1 Subdivisions and Combinations...................................................     8
     Section 4.2 Certain Other Distributions.....................................................     9
     Section 4.3 Issuance of Additional Shares...................................................    10
     Section 4.4 Issuance of Warrants, Options or Other Rights...................................    11
     Section 4.5 Issuance of Convertible Securities..............................................    12
     Section 4.6 Adjustment of Number of Warrant Shares..........................................    12
     Section 4.7 Other Provisions Applicable to Adjustments under this Section...................    13
     Section 4.8 Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets    15
     Section 4.9 Payment of Dividends............................................................    16
     Section 4.10 Verification of Computations...................................................    16
     Section 4.11 Notice of Certain Actions......................................................    16

ARTICLE V - Miscellaneous........................................................................    17
     Section 5.1 Changes to Warrant..............................................................    17
     Section 5.2 Assignment......................................................................    17
     Section 5.3 Notices, Etc....................................................................    17
     Section 5.4 Defects in Notice...............................................................    18
     Section 5.5 Governing Law and Forum.........................................................    18
     Section 5.6 Standing........................................................................    18
     Section 5.7 Headings........................................................................    19
     Section 5.8 WAIVER OF JURY TRIAL............................................................    19

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                                      (i)
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                                                                  Page
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SIGNATURES

Exhibit A  Subscription Agreement
Exhibit B  Assignment Form

                                      (ii)
<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE
SKY" LAWS OF ANY STATE.  SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH
APPLICABLE "BLUE SKY" LAWS AND PURSUANT TO (i) A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR
RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER
SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE IS FURNISHED TO
THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS
AVAILABLE.


Date of Issuance:                                            Certificate No. W-

                                    WARRANT

                     To Purchase Shares of Common Stock of

                         STORAGE COMPUTER CORPORATION


     FOR VALUE RECEIVED, Storage Computer Corporation, a Delaware corporation
(the "Company"), hereby grants to Citizens Financial Group, Inc. (the
"Purchaser"), or registered assigns, the right to purchase from the Company
25,000 shares of the Company's Common Stock (as hereinafter defined), at a
purchase price of $[___] per share, all on the terms and conditions and pursuant
to the provisions hereinafter set forth. Certain capitalized terms used herein
are defined in Article I hereof. The amount of securities purchasable pursuant
to the rights granted hereunder and the purchase price for such securities are
subject to adjustment pursuant to the provisions contained in this Warrant.


                                 ARTICLE I - DEFINITIONS

     In addition to any terms defined elsewhere herein, as used in this Warrant
the following terms have the respective meanings set forth below:

     "Assigned Value" shall mean initially the Current Value as of the Date of
Issuance, subject to adjustment pursuant to Article IV hereof.

     "Business Day" shall mean any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.
<PAGE>

     "Charter Documents" shall mean the Company's Articles of Incorporation and
the Company's by-laws, each as amended and in effect from time to time.

     "Closing Price" on any date shall mean the last sale price of the Common
Stock reported in The Wall Street Journal or other trade publication regular way
or, in case no such reported sale takes place on such date, the average of the
last reported bid and asked prices regular way, in either case on the principal
national securities exchange on which the Common Stock is admitted to trading or
listed if that is the principal market for the Common Stock or, if not listed or
admitted to trading on any national securities exchange or if such national
securities exchange is not the principal market for the Common Stock, the last
sale price as reported by the Nasdaq Stock Market ("NASDAQ") or its successor,
if any, or if the Common Stock is not so reported, the average of the reported
bid and asked prices in the over-the-counter market, as furnished by the
National Quotation Bureau, Inc., or if such firm is not then engaged in the
business of reporting such prices, as furnished by any similar firm then engaged
in such business and selected by the Holder or, if there is no such firm, as
furnished by any NASD member selected by the Holder.

     "Commission" or "SEC" shall mean the Securities and Exchange Commission on
or any other federal agency then administering the Securities Act, the Exchange
Act and other federal securities laws.

     "Common Stock" shall mean the Company's Common Stock, par value $0.01 per
share, and any capital stock of any class of the Company hereafter authorized
which is not limited to a fixed sum or percentage of par, stated or liquidation
value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Company.

     "Company" shall mean Storage Computer Corporation, a Delaware corporation,
and any successor to the business or assets thereof.

     "Convertible Securities" shall mean any and all evidences of indebtedness,
shares of capital stock or other securities which are convertible or exercisable
into or exchangeable for, with or without payment of additional consideration in
cash or property, Common Stock, either immediately or upon the occurrence of a
specified date or a specified event or events, other than the Warrants.

     "Current Value" as of any given date shall mean the fair market value of
the Common Stock on such date determined as follows:  (a) if the Closing Price
for the Common Stock is available, the average of the daily Closing Price of the
Common Stock for the twenty (20) consecutive Trading Days ending on the Trading
Day immediately prior to the date of determination; provided, however, that if
there shall have occurred prior to the date of determination any event described
in Sections 4.1 through 4.5 hereof which shall have become effective with
respect to market transactions at any time (the "Market-Effect Date") on or
<PAGE>

within such 20-day period, the Closing Price for each Trading Day preceding the
Market-Effect Date shall be adjusted, for purposes of calculating such average,
by multiplying such Closing Price by a fraction, of which the numerator shall be
the Assigned Value as in effect on the Trading day preceding the date of
determination and the denominator of which shall be the Assigned Value as in
effect on the Trading Day preceding the Market-Effect Date, it being understood
that the purpose of this proviso is to ensure that the effect of such event on
the market price of the Common Stock shall, as nearly as possible, be eliminated
in order that the distortion in the calculation of the Current Value may be
minimized; or (b) if the Closing Price for the Common Stock is not available,
the Board of Directors of the Company shall determine Current Value in good
faith, taking into account external market conditions and the unique
characteristics of the Company, as if the Common Stock were freely tradeable in
a liquid public market (i.e. without any discount for lack of liquidity or
restrictions on free trading or due to the fact that the Company has no class of
equity securities registered under the Exchange Act, if such is the case).  The
value of individual subsidiaries of the Company may be considered but any final
determination of Current Value shall derive from a valuation of the Company and
its subsidiaries taken as a whole.  In the event that clause (b) above applies,
the Board of Directors of the Company shall deliver to the Holder a report
stating the Current Value as of a specified date and setting forth a brief
statement as to the nature and scope of the examination or investigation upon
which the determination of such Current Value was made.

     "Current Warrant Price" shall mean, as of any date, the price at which a
share of Common Stock may be purchased pursuant to this Warrant on such date,
which initially shall be $[____], subject to adjustment pursuant to Article IV.

     "Date of Issuance" shall mean the date of issuance of this Warrant set
forth above; provided that the Date of Issuance shall be deemed to be the date
of issuance of this Warrant regardless of the number of times new certificates
representing the unexercised and unexpired rights formerly represented by this
Warrant shall be issued.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

     "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

     "Expiration Date" shall mean [_______].

     "Holder" shall initially mean the Purchaser and, thereafter, any Person in
whose name this Warrant is registered on the books of the Company maintained for
such purpose.

     "Majority Holders" shall mean the Holders of Warrants exercisable for in
excess of 66.667% of the aggregate number of shares of Common Stock then
purchasable upon exercise of all outstanding Warrants.

                                       3
<PAGE>

     "Other Property" shall have the meaning set forth in Section 4.8.

     "Person" shall mean any natural person, sole proprietorship, partnership,
joint venture, trust, incorporated organization, limited liability company,
association, corporation, institution, public benefit corporation, entity or
government body (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, commission
or department thereof).

     "Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     "Trading Day" with respect to the Common Stock means (i) if the Common
Stock is quoted on NASDAQ or any similar system of automated dissemination of
quotations of securities prices, a day on which trades may be made on such
system, (ii) if the Common Stock is listed or admitted for trading on any
national securities exchange, a day on which such national securities exchange
is open for business, or (iii) otherwise any Business Day.

     "Transfer" shall mean any disposition of any Warrant or the shares of
Common Stock acquired by the exercise of any purchase rights hereunder or of any
interest in either thereof, which would constitute a sale thereof within the
meaning of the Securities Act.

     "Common Stock Warrants" or "Warrant" shall mean this Warrant and all
warrants to purchase Common Stock issued upon transfer, division or combination
of, or in substitution for, any thereof.

     "Voting Securities" shall mean the Common Stock and any other class of
equity securities of the Company which, pursuant to the Company's Charter
Documents are entitled to notice of any shareholders' meeting or solicitation of
consents and to vote upon matters submitted to shareholders for a vote.

     "Warrant Price" shall mean an amount equal to (i) the number of shares of
Common Stock being purchased upon exercise of this Warrant pursuant to Section
2.1 hereof, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

     "Warrant Shares" shall mean the shares of Common Stock purchasable or
purchased by the Holder upon the exercise hereof.

                                       4
<PAGE>

         ARTICLE II - WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS

     Section II.1  Manner of Exercise.

          (a) General.  The Holder may exercise, in whole or in part (but not as
to a fractional share of Common Stock), the purchase rights represented by this
Warrant at any time and from time to time on or after [________] to and
including 5:00 p.m., New York City time, on the Expiration Date (such period,
the "Exercise Period") on any Business Day; provided however, that this Warrant
may not be exercised and shall automatically terminate and be null and void if
on or before [_______] the Company pays all of the Obligations (as such
term is defined in the Second Amended and Restated Loan Agreement between the
Company and Citizens Bank of Massachusetts (successor in interest to State
Street Bank and Trust Company) dated as of November 16, 1998, as amended (the
"Loan Agreement")) in full in cash and the Maximum Line Availability (as such
term is defined in the Loan Agreement) is permanently reduced to zero.

          (b) Subscription and Payment of Warrant Price.  In order to exercise
this Warrant, in whole or in part, the Holder shall deliver to the Company at
its principal office at 11 Riverside Street, Nashua, New Hampshire 03062, or at
the office or agency designated by Company pursuant to Section 5.3, (i) a
written notice of election to exercise this Warrant substantially in the form of
Subscription Agreement attached as Exhibit A to this Warrant (the "Subscription
Agreement"), duly executed by the Holder exercising all or part of the purchase
rights represented by this Warrant or such Holder's authorized agent or
attorney, which notice shall specify the number of shares of Common Stock to be
purchased, (ii) payment of the Warrant Price, (iii) this Warrant, and (iv) if
this Warrant is not registered in the name of the Purchaser, an Assignment or
Assignments substantially in the form of the Assignment attached as Exhibit B to
this Warrant (the "Assignment") evidencing the assignment of this Warrant to the
Person exercising all or part of the purchase rights represented hereby in which
case the Holder shall have complied with all requirements of Section 3.1 hereof.
Such Warrant Price shall be paid in full (i) by wire transfer, cash, check, or
money order, payable in United States currency to the order of the Company, (ii)
by the Holder authorizing the Company to withhold from issuance that number of
shares of Warrant Shares issuable upon such exercise of this Warrant which when
multiplied by the Current Value of the Warrant Shares is equal to the Warrant
Price (and such withheld shares shall no longer be issuable under this Warrant)
or (iii) by any combination of the foregoing.

          (c) Delivery of Certificates.  Upon receipt thereof, the Company
shall, as promptly as practicable, and in any event within ten (10) Business
Days thereafter, execute or cause to be executed and deliver or cause to be
delivered to the Holder a certificate or certificates representing the aggregate
number of  shares of Common Stock issuable upon such exercise, together with
cash in lieu of any fraction of a share, as hereinafter provided.  The
certificates so delivered shall be, to the extent possible, in such denomination
or denominations as such Holder shall request in the notice and shall be
registered in the name of such Holder or such other name as shall be designated
in the notice.  This Warrant shall be deemed to have

                                       5
<PAGE>

been exercised and such certificate or certificates shall be deemed to have been
issued, and the Holder or any other Person so designated to be named therein
shall be deemed to have become a holder of record of such shares of Common Stock
for all purposes, as of the date the notice, together with the Warrant Price and
this Warrant, is received by the Company as described above. The issuance of
certificates for shares of Common Stock shall be made without charge to the
Holder for any issuance tax in respect thereof or other cost incurred by the
Company in connection with such exercise and the related issuance of shares of
Common Stock.

          (d) New Warrants.  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 the Holder a new Warrant evidencing the
unexercised rights of the Holder to purchase the balance of the shares of Common
Stock for which this Warrant is then exercisable, which new Warrant shall in all
other respects be identical with this Warrant, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the
Holder.  Notwithstanding any provision herein to the contrary, the Company shall
not be required to register Warrant Shares issued hereunder in the name of any
Person who acquired this Warrant (or part hereof) or any Warrant Shares
otherwise than in accordance with this Warrant.

     Section II.2  Payment of Taxes.  All shares of Common Stock issuable upon
the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid and non-assessable and free from all liens and charges with
respect to the issuance thereof.  The Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed with respect to, the issue or delivery thereof; provided, however, that
the Company shall not be required to pay any federal, state or local income
taxes incurred by the Holder in connection with the issuance or delivery of such
shares.  In addition, the Company shall not be required to pay any tax or other
charge imposed in connection with any transfer involved in the issuance of any
Warrant Shares issuable upon exercise of this Warrant in any name other than
that of the Holder, and in such case the Company shall not be required to issue
or deliver any certificate representing Warrant Shares until such tax or other
charge has been paid or it has been established to the satisfaction of Company
that no such tax or other charge is due.

     Section II.3  Fractional Shares of Common Stock.  The Company shall not
be required to issue fractional shares of Common Stock upon exercise of any
Warrant.  As to any fraction of a share of Common Stock which the Holder of one
or more Warrants, the rights under which are exercised in the same transaction,
would otherwise be entitled to purchase upon such exercise, the Company shall
pay a cash adjustment in respect of such final fraction (which shall be deemed
to be a fraction of the last share of Common Stock issued) in an amount equal to
the same fraction of the Current Value per share of Common Stock on the date of
exercise.

     Section II.4  Reservation of Warrant Shares.  The Company shall at all
times reserve and keep available, free from preemptive rights, for issuance upon
the exercise of Warrants,

                                       6
<PAGE>

the maximum number of its authorized but unissued shares or treasury shares, or
both, of Common Stock which may then be issuable upon the exercise in full of
all outstanding Warrants. The Company shall from time to time take all action
which may be necessary or appropriate so that the Warrant Shares, immediately
upon their issuance following an exercise of Warrants, will be listed or quoted,
as the case may be, on the principal securities exchanges or markets within the
United States of America, if any, on which other shares of Common Stock are then
listed.

     Section II.5  No Impairment.  The Company shall not by any action,
including, without limitation, amending its Charter 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 the Warrants, 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 the Holders against impairment.  Without limiting the generality of
the foregoing, the Company will (a) not increase the par value of any Warrant
Shares receivable upon the exercise of the Warrants 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 non-assessable Warrant
Shares upon the exercise of any Warrant, and (c) use its best 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 the Warrants.  Notwithstanding the foregoing paragraph,
the Company shall not be required to issue Warrant Shares upon the exercise of
any Warrant if such issuance would result in a violation by the Company of any
applicable law.


                      ARTICLE III - TRANSFERS, EXCHANGES

     Section III.1  Exchange and Transfer of Warrant Certificates  .  The
Warrants (and any Warrant Shares issued upon exercise of the Warrants) shall
bear such restrictive legend or legends as may be required by law and shall be
transferable only pursuant to an effective registration statement under the
Securities Act or in a transaction exempt from the registration requirements of
the Securities Act.  Subject to such restrictions, this Warrant and all rights
hereunder are transferable, in whole or in part, without charge to the Holder,
upon surrender of this Warrant with a properly executed Assignment at the
principal office of the Company.  Upon such surrender, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination 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 canceled.  A Warrant, if
properly assigned in compliance herewith, may be exercised by a new Holder
without having a new warrant issued.

                                       7
<PAGE>

     Section III.2  Division and Combination.  This Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office or
agency 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 3.1 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.

     Section III.3  Lost, Stolen, Mutilated or Destroyed Warrants.  If any
Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue,
execute and deliver, in exchange and substitution for and upon cancellation of a
mutilated Warrant, or in lieu of or in substitution for a lost, stolen or
destroyed Warrant, a new Warrant representing equivalent rights of the Holder.
If required by the Company, the Holder of the mutilated, lost, stolen or
destroyed Warrant must provide indemnity sufficient to protect the Company from
any loss which it may suffer if the Warrant is replaced.  Any such new Warrant
shall constitute an original contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
time enforceable by anyone.

     Section III.4  Cancellation of Warrant.  Any Warrant surrendered upon the
exercise or for exchange or transfer, or purchased or otherwise acquired by the
Company, shall be canceled and shall not be reissued by the Company; and, except
as provided herein in case of the partial exercise of the Warrants or upon an
exchange or transfer, no Warrant shall be issued hereunder in lieu of such
canceled Warrant.  Any Warrant so canceled shall be destroyed by the Company.


     ARTICLE IV - ADJUSTMENTS, NOTICE PROVISIONS; PAYMENT OF CASH DIVIDENDS

     Section IV.1 Subdivisions and Combinations. If at any time Company shall:

          (a) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock;

          (b) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock;

          (c) issue any shares of equity securities pursuant to a
reclassification of shares of Common Stock; or

          (d) declare a dividend or make a distribution on outstanding shares of
Common Stock in shares of Common Stock;

     (any of the events described in the foregoing clauses (a) through (d) an
"Extraordinary Common Stock Event"), then the Current Warrant Price and the
Assigned Value shall each be

                                       8
<PAGE>

adjusted by multiplying the then effective Current Warrant Price or Assigned
Value, as applicable, by a fraction, the numerator of which shall be the number
of shares of Common Stock of all classes outstanding immediately before such
Extraordinary Common Stock Event and the denominator of which shall be the
number of shares of Common Stock of all classes outstanding immediately after
such Extraordinary Common Stock Event, and the product so obtained shall
thereafter be the Current Warrant Price and Assigned Value, respectively. The
Current Warrant Price and Assigned Value, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive Extraordinary Common Stock
Event or Events.

     Section IV.2  Certain Other Distributions.  If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

          (a) cash (other than a cash distribution or dividend payable out of
earnings or earned surplus legally available for the payment of dividends under
the laws of the jurisdiction of incorporation of Company which the Holder shall
receive pursuant to Section 4.9 hereof);

          (b) any evidences of its indebtedness, any shares of its stock or any
other securities or property of any nature whatsoever (other than cash,
Convertible Securities or Common Stock); or

          (c) any warrants or other rights to subscribe for or purchase any
evidence of its indebtedness, any shares of its stock or any other securities or
property of any nature whatsoever (other than cash, Convertible Securities or
Common Stock);

then the Current Warrant Price and the Assigned Value shall each be adjusted, so
that in each such event lawful and adequate provision shall be made so that the
Holder shall receive upon exercise of this Warrant, in addition to the number of
shares of Common Stock receivable thereupon, the amount or quantity of cash,
evidences of indebtedness, securities, warrants, rights or other property which
they would have received had this Warrant been exercised on the date of and
immediately prior to such event and had they thereafter, during the period from
the date of such event to and including the date of actual exercise of this
Warrant, retained such cash, evidences of indebtedness, securities, warrants,
rights or other property receivable by them as aforesaid during such period,
giving application to all adjustments called for during such period under this
Article IV with respect to the rights of the Holder of this Warrant.  A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by Company to the holders of its Common Stock of such shares of
such other class of stock within the meaning of this Section 4.2 and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4.1.

                                       9
<PAGE>

     Section IV.3  Issuance of Additional Shares.

          (a) Except as provided below in clause (b) of this Section 4.3, if the
Company shall, at any time while this Warrant is outstanding, issue any
additional shares of Common Stock of any class at a price per share less than
the Assigned Value in effect immediately prior to such issuance or sale, then in
each such case the Current Warrant Price or Assigned Value shall each be reduced
as provided in this Section 4.3(a).  The Assigned Value shall first be reduced
to an amount determined by multiplying the Assigned Value, then in effect, by a
fraction:

               (i) the numerator of which shall be (x) the number of shares of
     Common Stock outstanding (excluding treasury shares) immediately prior to
     the issuance of such additional shares of Common Stock, plus (y) the number
     of shares of Common Stock issuable upon exercise in full of all outstanding
     Warrants, plus (z) the number of shares of Common Stock which the net
     aggregate consideration received by the Company for the total number of
     such additional shares of Common Stock so issued would purchase at the
     Assigned Value (prior to adjustment), and

               (ii) the denominator of which shall be (x) the number of shares
     of Common Stock outstanding (excluding treasury shares) immediately prior
     to the issuance of such additional shares of Common Stock, plus (y) the
     number of shares of Common Stock issuable upon exercise in full of all
     outstanding Warrants, plus (z) the actual number of such additional shares
     of Common Stock so issued.

     For the purpose of this Section 4.3(a), the issuance of any warrants,
options or other subscription or purchase rights with respect to shares of
Common Stock of any class and the issuance of any Convertible Securities (or the
issuance of any warrants, options or any rights with respect to such Convertible
Securities) shall be deemed an issuance at such time of such Common Stock if the
Net Consideration Per Share (determined as provided in Section 4.7(a)) which may
be received by the Company for such Common Stock shall be less than the Assigned
Value at the time of such issuance and, except as hereinafter provided, an
adjustment in each of the Current Warrant Price and Assigned Value shall be made
upon each such issuance of warrants, options, rights or Convertible Securities
in the manner provided in this Section 4.3(a) as if such Common Stock were
issued at such Net Consideration per Share.  No adjustment of the Current
Warrant Price or Assigned Value shall be made under this Section 4.3(a) upon the
issuance of any additional shares of Common Stock which are issued pursuant to
the exercise of any such warrants, options or other rights or pursuant to the
exercise of any conversion or exchange rights in any such Convertible Securities
if any adjustment shall previously have been made upon the issuance of such
warrants, options or other rights or Convertible Securities.  Any adjustment of
the Current Warrant Price and Assigned Value made in accordance with this
paragraph of this Section 4.3(a) shall be disregarded if, as, and when the
rights to acquire shares of Common Stock upon exercise or conversion of the
warrants, options, rights or Convertible Securities which gave rise to such
adjustment expire or

                                       10
<PAGE>

are canceled without having been exercised, so that the Current Warrant Price
and Assigned Value, respectively, effective immediately upon such cancellation
or expiration shall be equal to the Current Warrant Price and Assigned Value in
effect immediately prior to the time of the issuance of the expired or canceled
warrants, options, rights or Convertible Securities, with such additional
adjustments as would have been made to that Current Warrant Price and Assigned
Value had the expired or canceled warrants, options, rights or Convertible
Securities never been issued. In the event that the terms of any warrants,
options, other rights or Convertible Securities previously issued by the Company
are changed (whether by their terms or for any other reason) so as to change the
Net Consideration Per Share payable with respect thereto (whether or not the
issuance of such warrants, options, rights or Convertible Securities originally
gave rise to an adjustment of the Current Warrant Price and Assigned Value), the
Current Warrant Price and Assigned Value shall be recomputed as of the date of
such change, so that the Current Warrant Price and Assigned Value, respectively,
effective immediately upon such change shall be equal to the Current Warrant
Price and Assigned Value in effect at the time of the issuance of the warrants,
options, rights or Convertible Securities subject to such change, adjusted for
the issuance thereof in accordance with the terms thereof after giving effect to
such change, and with such additional adjustments as would have been made to the
Current Warrant Price and Assigned Value had the warrants, options, rights or
Convertible Securities been issued on such changed terms.

          (b) Notwithstanding the provisions of Section 4.3(a), no adjustment to
the Assigned Value or the Current Warrant Price shall be made as a result of the
issuance or deemed issuance of any of the following securities:

               (i) shares of Common Stock issued or issuable upon exercise or
     conversion of options, warrants or Convertible Securities outstanding on
     the Date of Issuance; or

               (ii) shares of Common Stock issued or issuable to officers,
     employees or directors of, or consultants to, the corporation pursuant to a
     stock purchase or option plan or other employee stock bonus arrangement
     (collectively, the "Plans"); provided, however, (a) such Plans have been
     approved by the Company's shareholders and (b) the Company shall have no
     outstanding obligations to the Purchaser arising out of the Loan Agreement
     or any related loan document or instrument; or

               (iii)  shares of Common Stock or Convertible Securities issued or
     issuable pursuant to a merger, consolidation or other acquisition
     transaction (a) approved in writing by the majority of the Company's
     shareholders at such time, and (b) in which the Company is the surviving or
     successor entity; or

               (iv) shares of Common Stock or Convertible Securities issued with
     the consent of the Holder.

                                       11
<PAGE>

     Section IV.4  Issuance of Warrants, Options or Other Rights.  If at any
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any warrants, options or other rights to subscribe
for or purchase any Common Stock or any Convertible Securities, whether or not
the rights to exchange or convert thereunder are immediately exercisable, then
the Current Warrant Price and the Assigned Value shall each be adjusted as
provided in Section 4.3 on the basis that the maximum number of shares of Common
Stock issuable pursuant to all such warrants, options or other rights or
necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued and outstanding and the Company
shall have received all of the consideration payable therefor, if any, as of the
date of issuance of such warrants, options or other rights.  No further
adjustment of the Current Warrant Price or Assigned Value shall be made upon the
actual issuance of shares of Common Stock or Convertible Securities upon
exercise of such warrants, options or other rights.

     Section IV.5  Issuance of Convertible Securities.  If at any time Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately exercisable,  then the
Current Warrant Price and the Assigned Value shall be adjusted as provided in
Section 4.3 on the basis that the maximum number of shares of Common Stock
necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued and outstanding and the Company
shall have received all of the consideration payable therefor, if any, as of the
date of issuance of such Convertible Securities.  No adjustment of the Current
Warrant Price or the Assigned Value shall be made under this Section 4.5 upon
the issuance of any Convertible Securities which are issued pursuant to the
exercise of any warrants or other subscription or purchase rights therefor, if
any such adjustment shall previously have been made upon the issuance of such
warrants or other rights pursuant to Section 4.4.  No further adjustments of the
Current Warrant Price or the Assigned Value shall be made upon the actual issue
of such shares of Common Stock upon (i) conversion or exchange of such
Convertible Securities and, if any issue or sale of such Convertible Securities
is made upon exercise of any warrant or other right to subscribe for or to
purchase any such Convertible Securities for which adjustments of the number of
shares of Common Stock for which this Warrant is exercisable and the Current
Warrant Price and the Assigned Value have been or are to be made pursuant to
other provisions of this Article IV, no further adjustments of the Current
Warrant Price or the Assigned Value shall be made by reason of such issue or
sale or (ii) the actual conversion or exchange of Convertible Securities at less
than the Assigned Value at the time of such conversion or exchange if such
Convertible Securities were initially issued at Assigned Value and no adjustment
was required to be made at the time of such issuance pursuant to the provisions
of this Article IV.

                                       12
<PAGE>

     Section IV.6  Adjustment of Number of Warrant Shares.    Upon each
adjustment of the Current Warrant Price and Assigned Value pursuant to this
Article IV, this Warrant shall thereupon evidence the right to purchase that
number of Warrant Shares (calculated to the nearest hundredth of a share)
obtained by multiplying the number of Warrant Shares purchasable immediately
prior to such adjustment upon exercise of this Warrant by the Assigned Value in
effect immediately prior to such adjustment and dividing the product so obtained
by the Assigned Value in effect immediately after such adjustment.

     Section IV.7 Other Provisions Applicable to Adjustments under this Section.
The following provisions shall be applicable to the making of adjustments of the
Current Warrant Price and the Assigned Value provided for in this Article IV:

          (a) Computation of Consideration.  To the extent that any shares of
Common Stock or any Convertible Securities or any warrants or other rights to
subscribe for or purchase any additional shares of Common Stock or any
Convertible Securities shall be issued for cash consideration, the consideration
received by the Company therefor shall be deemed to be the amount of the cash
received by the Company therefor, or, if such additional shares of Common Stock
or Convertible Securities are offered by the Company for subscription, the
subscription price, or, if such additional shares of Common Stock or Convertible
Securities are sold to underwriters or dealers for public offering without a
subscription offering, the initial public offering price (in any such case
subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by Company for and in the underwriting of, or
otherwise in connection with, the issuance thereof).  To the extent that such
issuance shall be for a consideration other than cash, then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to be the fair value of such consideration at the time of such issuance as
determined in good faith by the Board of Directors of the Company (excluding
therefrom any director designated by the transferee thereof).  In case any
additional shares of Common Stock or any Convertible Securities or any warrants
or other rights to subscribe for or purchase such additional shares of Common
Stock or Convertible Securities shall be issued in connection with any merger in
which Company issues any securities, the amount of consideration therefor shall
be deemed to be the fair value, as determined in good faith by the Board of
Directors of the Company (excluding therefrom any director designated by the
transferee thereof for the purpose of voting on such matter but not for the
purpose of determining whether a quorum is present at such meeting), of such
portion of the assets and business of the nonsurviving corporation as such Board
in good faith shall determine to be attributable to such additional shares of
Common Stock, Convertible Securities, warrants or other rights, as the case may
be.  The Net Consideration Per Share which may be received by the Company for
any additional shares of Common Stock issuable pursuant to any warrant, option
or other subscription or purchase right or any Convertible Securities shall be
determined as follows:

               (i) The Net Consideration Per Share shall mean the amount equal
     to the total amount of consideration, if any, received by the Company for
     the issuance of

                                       13
<PAGE>

     such warrants, options, rights or Convertible Securities, plus the minimum
     amount of consideration, if any, payable to the Company upon exercise or
     conversion thereof, divided by the aggregate number of shares of Common
     Stock that would be issued if all such warrants, options or other rights or
     Convertible Securities were exercised or converted at such Net
     Consideration Per Share; and

               (ii) The Net Consideration Per Share which may be received by the
     Company shall be determined in each instance as of the date of issuance of
     warrants, options, rights or Convertible Securities without giving effect
     to any possible future price adjustments or rate adjustments which may be
     applicable with respect to such warrants, options, rights or Convertible
     Securities and which are contingent upon future events; provided that in
     the case of an adjustment to be made as a result of a change in terms of
     such warrants, options, rights or Convertible Securities, the Net
     Consideration Per Share shall be recalculated as of the date of such
     change.

In case of the issuance at any time of any additional shares of Common Stock or
Convertible Securities in payment or satisfaction of any dividends upon any
class of stock other than Common Stock, the Company shall be deemed to have
received for such additional shares of Common Stock or Convertible Securities a
consideration equal to the amount of such dividend so paid or satisfied.

          (b) When Adjustments Shall Be Made.  The adjustments required by this
Article IV shall be made whenever and as often as any specified event requiring
an adjustment shall occur.  For the purpose of any adjustment, any specified
event shall be deemed to have occurred at the close of business on the date of
its occurrence.

          (c) When Adjustment Not Required.  If Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before such distribution, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

          (d) When Adjustments Carried Forward.  No adjustment in the Current
Warrant Price or the Assigned Value in accordance with the provisions of this
Article IV need be made unless such adjustment would amount to a change of at
least 1% therein; provided, however, that the amount by which any adjustment is
not made by reason of the provisions of this Section 4.7(d) shall be carried
forward and taken into account at the time of any subsequent adjustment in the
Current Warrant Price or the Assigned Value.

          (e) Certificate of Adjustments.  Whenever any adjustment is to be made
pursuant to this Article IV, the Company shall prepare and deliver to the Holder
a certificate executed by the Chief Financial Officer of the Company at least
fifteen (15) days prior thereto,

                                       14
<PAGE>

such notice to include in reasonable detail (i) the events precipitating the
adjustment, (ii) the computation of any adjustments (including a description of
the basis on which the Board of Directors of the Company determined the fair
value of any evidences of indebtedness, shares of stock, other securities or
property or options, warrants or other subscription or purchase rights referred
to in this Article IV), (iii) the Current Warrant Price and Assigned Value
immediately before and immediately after the adjustment, and (iv) the number of
shares of Common Stock or the securities or other property purchasable upon
exercise of this Warrant before and after giving effect to such adjustment. Such
Certificate shall be accompanied by the accountant's verification required by
Section 4.10 hereof.

                                       15
<PAGE>

     Section IV.8  Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

          (a) In case Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another partnership or
corporation, or sell, transfer or otherwise dispose of all or substantially all
its property, assets or business to another partnership or 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 shares of Common Stock, then each Holder shall have the right
thereafter to receive, in the Holder's sole and absolute discretion, either (i)
a new Warrant from the successor company identical in substance and terms to
this Warrant or (ii) a new warrant upon exercise of which the Holder would
receive the number of shares of common stock or partnership interests of the
successor or acquiring corporation or partnership 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.  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 agreed between the Company and the Holder of this
Warrant in order to provide for adjustments of shares of Common Stock for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Article IV. For purposes of this Section
4.8, "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 4.8 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

          (b) If the Common Stock issuable upon exercise of this Warrant shall
be changed by the Company into the same or different number of shares of any
class or classes of stock, whether by reclassification or otherwise (other than
a subdivision or combination of shares or stock dividend provided for above, or
a reorganization, merger, consolidation or sale of assets provided for elsewhere
in this Article IV), then and in each such event the Holder shall have the right
thereafter to exercise this Warrant for the kind and amount of shares of stock
and other securities and property receivable upon such reclassification or other
change,

                                       16
<PAGE>

by holders of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such reclassification or change, all
subject to further adjustment as provided herein.

     Section IV.9  Payment of Dividends.  If at any time when this Warrant is
outstanding, the Company shall declare one or more dividends on its Common Stock
payable in cash out of earnings or earned surplus legally available for the
payment of dividends under the laws of the jurisdiction of incorporation of the
Company, or payable in other property of the Company, the Company shall on the
payment date or dates for such dividend or dividends make a special distribution
in cash to the Holder of this Warrant on the record dated for such dividend or
dividends in an amount equal to the product of (a) with respect to cash
dividends, (i) the amount of cash to be paid pursuant to such dividend to each
share of Common Stock then outstanding multiplied by (ii) the number of shares
of Common Stock for which this Warrant is exercisable as of such record date or
(b) with respect to dividends payable in other property of the Company, (i) the
fair market value (determined in good faith by the Company's Board of Directors)
of such other property payable to each share of Common Stock then outstanding
multiplied by (ii) the number of shares of Common Stock for which this Warrant
is exercisable as of such record date.

     Section IV.10  Verification of Computations.  The Company shall select a
nationally-recognized firm of independent public accountants (which may be the
Company's regular accountants), which selection may be changed from time to
time, to verify each computation and/or adjustment made in accordance with this
Article IV.  The certificate, report or other written statement of any such firm
shall be conclusive evidence of the correctness of any computation made under
this Article IV.  Promptly upon its receipt of such certificate, report or
statement from such firm of independent public accountants, the Company shall
deliver a copy thereof to the Holder.

     Section IV.11  Notice of Certain Actions.  In the event the Company
shall:

          (a) declare any dividend payable in stock to the holders of its Common
Stock or make any other distribution in property other than cash to the holders
of its Common Stock; or

          (b) offer to the holders of its Common Stock rights to subscribe for
or purchase any shares of any class of stock or any other rights or options; or

          (c) effect any reclassification of its Common Stock (other than a
reclassification involving merely the subdivision or combination of outstanding
shares of Common Stock) or any capital reorganization or any consolidation or
merger (other than a merger in which no distribution of securities or other
property is made to holders of Common Stock), or any sale, transfer or other
disposition of its property, assets and business substantially as an entirety,
or the liquidation, dissolution or winding up of the Company;

                                       17
<PAGE>

then, in each such case, the Company shall cause notice of such proposed action
to be mailed to the Holder at least thirty (30) days prior to such action.
Such notice shall specify the date on which the books of the Company shall
close, or a record be taken, for determining holders of Common Stock entitled to
receive such stock dividend or other distribution or such rights or options, or
the date on which such reclassification, reorganization, consolidation, merger,
sale, transfer, other disposition, liquidation, dissolution, winding up or
exchange shall take place or commence, as the case may be, and the date as of
which it is expected that holders of record of Common Stock shall be entitled to
receive securities or other property deliverable upon such action, if any such
date has been fixed.


                           ARTICLE V - MISCELLANEOUS

     Section V.1  Changes to Warrant.  The Company, when authorized by its
Board of Directors, with the written consent of the Holder, amend or supplement
this Warrant.  The Company may, without the consent or concurrence of the
Holder, by supplemental agreement or otherwise, make any changes or corrections
in this Agreement that the Company shall have been advised by counsel (i) are
required to cure any ambiguity or to correct any defective or inconsistent
provision or clerical omission or mistake or manifest error herein contained,
(ii) add to the covenants and agreements of the Company in this Warrant such
further covenants and agreements thereafter to be observed, or (iii) result in
the surrender of any right or power reserved to or conferred upon the Company in
this Warrant, in each case which changes or corrections do not and will not
adversely affect, alter or change the rights, privileges or immunities of the
Holder.

     Section V.2  Assignment.  All the covenants and provisions of this
Warrant by or for the benefit of the Company or the Holder shall bind and inure
to the benefit of their respective successors and assigns.

     Section V.3  Notices, Etc.  Except as otherwise provided in this
Agreement, notices and other communications under this Agreement shall be in
writing and shall be delivered by courier, or mailed by a nationally recognized
overnight courier, postage prepaid, addressed, (a) if to any of the Holders, at
the address specified on the signature pages attached hereto or such other
address as the Holder shall have furnished to the Company in writing, or (b) if
to the Company, at its address set forth on the signature page attached hereto,
to the attention of the Chief Executive Officer, or at such other address, or to
the attention of such other officer, as the Company shall have furnished to the
Holders in writing.  This Agreement and the other Transaction Documents and all
documents delivered in connection herewith or therewith embody the entire
agreement and understanding between the Holders, and the Company and supersede
all prior agreements and understandings relating to the subject matter hereof.

     Section V.4  Defects in Notice.  Failure to file any certificate or
notice or to mail any notice, or any defect in any certificate or notice
pursuant to this Agreement shall not affect in any way the rights of the Holder
or the legality or validity of any adjustment made pursuant to

                                       18
<PAGE>

Article IV hereof, or any transaction giving rise to any such adjustment, or the
legality or validity of any action taken or to be taken by the Company.

     Section V.5  Governing Law and Forum.  This Warrant shall be governed by
the laws of the State of Delaware without regard to principles of conflicts of
laws thereof.  Each of the Company and the Holders (a) hereby irrevocably
submits itself to the jurisdiction of the state courts of the Commonwealth of
Massachusetts and to the jurisdiction of the United States District Courts for
the District of Massachusetts, for the purpose of any suit, action or other
proceeding arising out of or based upon this Warrant or any part or parts hereof
brought by any of the parties hereto, (b) hereby waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Warrant or the subject matter hereof may not be enforced in or by such court,
and (c) hereby waives any offsets or counterclaims in any such action, suit or
proceeding (other than compulsory counterclaims).  Each of the Company and the
Holder hereby consents to service of process by registered mail at the address
to which notices are to be given.  Each of the Company and the Purchasers agrees
that its submission to jurisdiction and its consent to service of process by
mail is made for the express benefit of the other parties hereto.  Final
judgment against any of the Company or the Holder in any such action, suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit, action or proceeding on the judgment, a certified or true copy of which
shall be conclusive evidence of the fact and of the amount of any indebtedness
or liability of such party therein described or in any other manner provided by
or pursuant to the laws of such other jurisdiction.  Except with respect to the
enforcement of a final judgment as set forth in the immediately preceding
sentence, the Company agrees that any action, suit or other proceeding arising
out of or based upon this Warrant, whether at law or in equity, shall be brought
and maintained exclusively in the courts referenced in this Section 5.5 and the
appellate courts thereto, as applicable.

     Section V.6  Standing.  Nothing in this Warrant expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company and the Holder of any right, remedy or claim under or by reason of this
Warrant or of any covenant, condition, stipulation, promise or agreement
contained herein; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and its successors, and the Holder.

     Section V.7  Headings.    The descriptive headings of the articles and
sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

                                       19
<PAGE>

     Section V.8  WAIVER OF JURY TRIAL.    EACH OF THE COMPANY AND THE HOLDER
HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION, SUIT OR PROCEEDING, IN ANY COURT
WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS WARRANT, OR THE
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT, THEREOF;
PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY COMPULSORY COUNTERCLAIM THE COMPANY
OR THE HOLDER, AS APPLICABLE, SHALL HAVE THE RIGHT TO RAISE SUCH COMPULSORY
COUNTERCLAIM IN ANY SUCH LITIGATION.


                                 [End of Text]

                                       20
<PAGE>

                                    WARRANT
                            COMPANY SIGNATURE PAGE


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as
of the day and year first above written.

                              STORAGE COMPUTER CORPORATION,
                              a Delaware Corporation



                             By: /s/ Theodore Goodlander
                                 -----------------------------
                                 Name: Theodore Goodlander
                                 Title: CEO


                              Address:


                              Telephone:
                              Telecopy:
<PAGE>

                                    WARRANT
                           PURCHASER SIGNATURE PAGE


Accepted and Agreed as of the
  date first written above



By:__________________________
   Name:
   Title:
<PAGE>

                                   EXHIBIT A
                            SUBSCRIPTION AGREEMENT


   The undersigned hereby irrevocably elects to exercise this Warrant and to
purchase ________________ of the shares of Common Stock issuable upon the
exercise of said Warrant, and requests that certificates for such shares of
Common Stock be issued and delivered as follows:


ISSUE TO:_______________________________________________________________________
(NAME)


________________________________________________________________________________
                         (ADDRESS, INCLUDING ZIP CODE)


________________________________________________________________________________
                 (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)


DELIVER TO:_____________________________________________________________________
(NAME)


at______________________________________________________________________________
                         (ADDRESS, INCLUDING ZIP CODE)


   If the number of shares of Common Stock issued hereby is less than all the
shares of Common Stock represented by this Warrant, the undersigned requests
that a new Warrant representing the number of full shares of Common Stock not
exercised be issued and delivered as set forth below.

   In full payment of the purchase price with respect to the shares of Common
Stock exercised and transfer taxes, if any, the undersigned hereby tenders
payment of $________ (i) by wire transfer, cash, certified check, cashiers check
or money order payable in United States currency to the order of the Company,
(ii) by authorizing the Company to withhold from such issuance a number of
shares of Common Stock issuable upon exercise of the Warrant which when
multiplied by the Current Value of the Common Stock is equal to the Warrant
Price (and such withheld shares shall no longer be issuable under the Warrant),
or (iii) by a combination of the foregoing.

                                      A-1
<PAGE>

                                 SUBSCRIPTION FORM
                                 PURCHASER SIGNATURE PAGE



Date:  ______________, __


________________________________________________________________________________
Signature


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


                                      A-2
<PAGE>

                                   EXHIBIT B
                                ASSIGNMENT FORM


   FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under this Warrant, with respect to the percentage of Common
Stock Deemed Outstanding set forth below:

Name and Address of Assignee               Percentage



and does hereby irrevocably constitute and appoint ______________________
attorney-in-fact to register such transfer on the books of Storage Computer
Corporation maintained for the purpose, with full power of substitution in the
premises.

Dated:_________________________________________________________________________

Signature:________________________________________________________________

Witness:___________________________________________________________________


        NOTICE:              The signature on this assignment must correspond
                             with the name as written upon the face of the
                             within Warrant in every particular, without
                             altercation or enlargement or any change
                             whatsoever.

                                      B-1
<PAGE>
                                  Exhibit 4.9

                             SCHEDULE OF WARRANTS
                             --------------------

 (Information supplied pursuant to Instruction No. 2 to 1 em 601 of Reg. S-K)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Warrant No.          Date of Execution        Exercise Period        Strike Period
<S>                <C>                      <C>                    <C>
-------------------------------------------------------------------------------------
W-2                  10/25/99                 12/1/99 to 11/30/02    $3.00/per share
-------------------------------------------------------------------------------------
W-3                   5/3/00                   7/1/00 to 6/30/03     $15.00/per share
-------------------------------------------------------------------------------------
</TABLE>