<PAGE>


                                         Warrant to Purchase 7,000,000 shares of
                                                                    Common Stock



                             DATAMETRICS CORPORATION



                          COMMON STOCK PURCHASE WARRANT




                  NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW, AND THEY
SHALL NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED IN VIOLATION THEREOF
UNTIL EITHER (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED
EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii)
THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO
THE HOLDER OF SUCH SECURITIES WHICH OPINION IS REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH SECURITIES MAY LEGALLY BE TRANSFERRED, SOLD,
ASSIGNED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

                  THIS CERTIFIES THAT DMTR, LLC (hereafter sometimes called the
"Holder") is entitled to purchase from Datametrics Corporation, a Delaware
corporation (the "Company"), at the price and during the periods as hereinafter
specified, up to Seven Million (7,000,000) shares (the "Warrant Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock") at the
Exercise Price (defined below), subject to adjustment of the Exercise Price, as
provided herein. This Warrant is subject to adjustment in accordance with ss.9
of this Warrant.

         1. The rights represented by this Warrant shall be exercisable at any
time and from time to time on and after the date hereof, subject to adjustment
in accordance with ss.9 of this Warrant, until 5:00 p.m. New York City time on
January 31, 2007 (the "Exercise Period"), at a purchase price equal to $.125 per
share (the "Exercise Price").

         2. The rights represented by this Warrant may be exercised at any time
within the Exercise Period above specified, in whole or in part, by (i) the
surrender of this Warrant at the principal executive office of the Company: 1717
Diplomacy Row, Orlando, Florida 32809 (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); and (ii) payment to the
Company of the Exercise Price then in effect for the number of shares of Common
Stock as to which this Warrant is so exercised. Payment of the Exercise Price
shall be as follows: (i) by payment to the Company in cash, by certified or
official bank check, or by wire transfer of the Exercise Price, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder, (iii)
by application to the payment required such number of Warrant Shares otherwise
issuable to the Holder upon such exercise, in which case an amount equal to the
excess of the Market

<PAGE>

Price (as defined below) of such specified number of shares on the date of
exercise over the portion of the payment required attributable to such shares
shall be deemed to have been paid to the Company and the number of shares
issuable upon such exercise shall be reduced by such specified number, or (iv)
by a combination of the methods described in clauses (i), (ii) and (iii) above.
For purposes hereof, the term "Market Price" shall mean the closing bid price of
the shares of Common Stock on the NASDAQ Over-the-Counter Bulletin Board or such
other exchange on which such shares are listed, or, in the absence of any such
listing, the fair market value thereof determined jointly by the Company and the
Holder; provided, however, that if such parties are unable to reach agreement
within a reasonable period of time, the Market Price shall be determined in good
faith by the independent investment banking firm selected jointly by the Company
and the Holder or, if that selection cannot be made within 15 days, by an
independent investment banking firm selected by the American Arbitration
Association in accordance with its rules. This Warrant shall be deemed to have
been exercised, in whole or in part to the extent specified, immediately prior
to the close of business on the date this Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this ss.2, and the person or
persons in whose name or names the certificates for shares of Common Stock shall
be issuable upon such exercise shall become the holder or holder of record of
such shares of Common Stock at that time and date. The certificate or
certificates for the shares of Common Stock so purchased shall be delivered to
such person within three business days after this Warrant shall have been
exercised. Upon any such exercise, unless this Warrant has been fully exercised
or has expired, a new Warrant representing the shares with respect to which this
Warrant shall not have been exercised shall also be issued to the Holder at such
time. The shares so purchased shall be deemed to be issued as of the close of
business on the date on which this Warrant shall have been exercised. No
fractional shares or script representing fractional shares shall be issued upon
the exercise of this Warrant. In lieu thereof, a cash payment shall be made
equal to such fraction multiplied by the Exercise Price.

         3. Neither this Warrant nor the Warrant Shares have been registered
under the Securities Act nor under any state securities law and shall not be
transferred, sold, assigned or hypothecated in violation thereof. If permitted
by the foregoing, any such transfer, sale, assignment or hypothecation shall be
effected by the Holder surrendering this Warrant for cancellation at the office
of the Company referred to in ss.2 hereof, accompanied by an opinion of counsel
reasonably satisfactory to the Company and its counsel, stating that such
transfer does not violate the Securities Act or such state securities laws.
Notwithstanding the foregoing, this Warrant and the Warrant Shares may be
transferred by the original Holder hereof to any of its "affiliates" (as defined
in the 1933 Act) without the requirements of an opinion of legal counsel, so
long as such transfer is in compliance with federal and state securities laws.

         4. The Company covenants and agrees that it shall no later than June
30, 2001 amend its Certificate of Incorporation (the "Amendment") and take such
other steps as may be necessary so that the Company will at all times during the
Exercise Period after the Amendment has become effective have authorized and
reserved such number of shares of its Common Stock as would be issuable upon the
exercise of this Warrant. The Company covenants and agrees that the Warrant
Shares will, upon issuance and payment therefor, be duly and validly issued,
fully paid and nonassessable and no personal liability will attach to the holder
thereof.

         5. The Company will not by amendment of the Charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of stock receivable on exercise of this Warrant above the amount
payable therefor on such exercise and (ii) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares.


                                       2
<PAGE>



         6. The Company hereby represents and warrants to the Holder as follows:

                  (a) (1) The Company has the requisite corporate power and
authority to enter into this Warrant, (2) the execution and delivery of this
Warrant by the Company has been duly authorized by the Company's Board of
Directors and no further consent or authorization is required by the Company,
its Board of Directors or its stockholders, (3) this Warrant has been duly
executed and delivered by the Company, (4) this Warrant constitutes the valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by (a)
laws relating to the availability of specific performance, injunctive relief or
other general principles of equity (whether or not such relief is sought at law
or equity), (b) applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies and (c) limitations imposed by applicable
federal and state securities laws upon the enforcement of the indemnification
provisions herein, (5) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (6) the
Company has all requisite corporate power and authority to own and operate its
property and assets and to conduct its business as now conducted and proposed to
be conducted and to consummate the transactions contemplated hereby, (7) the
Company is duly qualified to conduct its business and is in good standing in
each jurisdiction in which the character of the properties owned or leased by
it, or in which the transaction of its business makes such qualification
necessary, except where such failure to qualify would not have a material
adverse effect on the business, properties, assets, operations, condition,
financial or otherwise, performance or prospects of the Company (a "Material
Adverse Effect") and (8) there is no pending or, to the Company's knowledge,
threatened action or proceeding affecting the Company before any governmental
agency or arbitrator which challenges or relates to this Warrant or which may
otherwise have a Material Adverse Effect.

                  (b) This Warrant is validly issued and free from any taxes,
liens and encumbrances in respect of the issue thereof and is not subject to
preemptive rights or other similar rights of stockholders of the Company. The
Warrant Shares have been duly authorized and validly reserved for issuance and,
upon issuance in accordance with the Charter, will be validly issued, fully paid
and nonassessable, free of any taxes, liens and encumbrances related to the
issuance thereof and not subject to any preemptive rights or similar rights of
stockholders.

                  (c) Assuming that the Holder is an accredited investor under
applicable law and is acquiring this Note for its own account, for investment
purposes and not with a view to any distribution hereof, the offer, sale and
issuance of the Warrant is exempt from the registration requirements of the 1933
Act and from the registration requirements of the applicable state securities
laws.

                  (d) The issuance, execution and delivery of this Warrant by
the Company and the issuance of Common Stock upon the exercise hereof will not
result in any violation of the Company's articles of incorporation or bylaws
(each as currently in effect), or violate or be in conflict with, result in a
breach of or constitute, with or without the passage of time and giving of
notice, a default under any instrument, judgment, order, writ, decree or
contract, statute, rule or regulation to which the Company is subject and a
violation of which would have a Material Adverse Effect on the condition,
financial or otherwise, or operations of the Company or result in the creation
of any lien, charge or encumbrance upon any material assets of the Company or
the suspension, revocation, impairment, forfeiture or non-renewal of any
material permit, license, authorization or approval applicable to the Company,
its business or operations, or any of its assets or properties. The Company is
not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or government or regulatory or
self-regulatory agency in order for it to (A) issue, execute or deliver this
Warrant, or (B) issue the Warrant Shares upon the exercise hereof.

         7. The Warrant shall not entitle the Holder to any rights, including,
without limitation, voting rights, as a stockholder of the Company.



                                       3
<PAGE>

         8. (a) At any time commencing after the date hereof and ending on the
date which is the later of two years after exercise of the Warrant or the date
on which the Holder may sell all Warrant Shares without limitation under Rule
144 under the Securities Act, the Holder may require that the Company file a
registration statement to register under the Securities Act not less than twenty
percent (20%) of the Warrant Shares held by the Holder. Upon any such request,
the Company shall promptly use its best efforts to effect the registration under
the Securities Act of the Warrant Shares which the Company has been so requested
to register; provided, however, that the Company shall not be obligated to
effect any registration under the Securities Act except in accordance with the
following provisions:

                  (i) The Company shall not be obligated to use its best efforts
to file and cause to become effective any registration statements during any
period in which any other registration statement (other than on Form S-4 or Form
S-8 promulgated under the Securities Act or any successor forms thereto) has
been filed and not withdrawn or has been declared effective within the 90 days
prior to the request by the Holder hereunder.

                  (ii) The Company may delay the filing or effectiveness of any
registration statement for a period of up to 90 days after the date of a request
for registration pursuant to this ss.8 if at the time of such request (a) the
Company is engaged, or has fixed plans to engage within 90 days of the time of
such request, in a firm commitment underwritten public offering in which the
Holders of Warrant Shares may include Warrant Shares pursuant to ss.8(b) or (b)
the Company reasonably determines that such registration and offering would
interfere with any material transaction involving the Company, as approved by
the Board of Directors, provided however, that the Company may only delay the
filing or effectiveness of a registration statement pursuant to this ss.8(a) for
a total of 120 days after the date of a request for registration pursuant to
this ss.8(a).

                  (b) If, at any time commencing after the date hereof and
ending on the date which is the later of two years after exercise of the Warrant
or the date on which the Holder may sell all Warrant Shares without limitation
under Rule 144 under the Securities Act, the Company proposes (whether for its
own account or at the request of a stockholder entitled to require the Company)
to register any of its securities under the Securities Act (other than in
connection with a merger or pursuant to Form S-4 or Form S-8 or other comparable
Form) it will give written notice by registered mail, at least thirty (30) days
prior to the filing of any such registration statement, pre-effective or
post-effective amendment thereto (the "Registration Statement"), to the Holder
of its intention to do so. If the Holder notifies the Company within twenty (20)
days after receipt of any such notice of such Holder's desire to include the
Warrant Shares owned by it in such proposed Registration Statement, the Company
shall afford the Holder the opportunity to have any of its Warrant Shares
registered under such Registration Statement at the Company's expense. However,
there can be no assurance that the Company will effectuate any public offering
of its securities, nor does the Company have any obligation to effectuate any
such offering.

                  (c) If the Registration Statement referred to in ss.8(b) that
the Company has determined to file would have, but for the inclusion of the
Warrant Shares, related to a firm underwriting to be sold exclusively for the
benefit of the Company or such stockholder, and the underwriter (or managing
underwriter, if there be more than one underwriter) shall have advised the
Company in writing that the inclusion of the Warrant Shares will render
impracticable the proposed public offering on behalf of the Company or such
stockholder, then the Company shall not be obliged to include the Warrant Shares
in said Registration Statement, notwithstanding the provisions of ss.8(b);
provided, however, that should the underwriter or underwriters advise the
Company in writing that some but not all of the shares of stockholders of the
Company (including the Holder) can be included in said registration statement
without making the proposed public offering impracticable, then shares of such
stockholder shall be included pro rata (in terms of the number of shares
requested to be so included). The Holder shall execute and deliver such
agreements and instruments as the Company and the underwriters may require in
connection with any public offering related to the Registration Statement,
including, without limitation, customary standstill agreements.



                                       4
<PAGE>

                  (d) Notwithstanding the provisions of ss.8(b), the Company
shall have the right at any time after it shall have given written notice
pursuant to ss.8(b) (irrespective of whether a written request for inclusion of
the Warrant Shares shall have been made) to elect not to file any such proposed
Registration Statement, or to withdraw the same after the filing but prior to
the effective date thereof.

                  (e) In the case of each registration effected by the Company
pursuant to this ss.8 the Company will keep the Holder or its Permitted Assignee
advised in writing as to the initiation of each registration and as to the
completion thereof. As used in this Warrant, "Permitted Assignee" shall mean an
"affiliate" of the Holder as defined in Rule 144 of the Securities Act or any
other transferee pursuant to a transfer made in compliance with applicable state
and federal securities laws. At its expense, the Company will:

                  (i) Keep such registration effective for a period of 6 months
or until the Holder or its Permitted Assignee has completed the distribution
described in the Registration Statement relating thereto, whichever occurs
later.

                  (ii) Furnish such number of prospectuses and other documents
incident thereto as the Holder or its Permitted Assignee from time to time may
reasonably request.

                  (iii) Use its best efforts to register or qualify such Warrant
Shares under such other securities or blue sky laws of such jurisdictions as the
Holder reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable a Holder to consummate the
disposition in such jurisdictions of the Warrant Shares owned by such Holder;
provided, however, that the Company will not be required to qualify generally to
do business, subject itself to general taxation or consent to general service of
process in any jurisdiction where it would not otherwise be required to do so
but for this subsection (e) or to provide any material undertaking or make any
changes in its By-laws or Certificate of Incorporation which the Board of
Directors determines to be contrary to the best interests of the Company or to
modify any of its contractual relationships then existing.

                  (iv) Without limiting subsection (iii) above, use its best
efforts to cause such Warrant Shares to be registered with or approved by such
other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Holder holding such Warrant
Shares to consummate the disposition of such Warrant Shares.

                  (v) List such Warrant Shares on any national securities
exchange on which any shares of the Common Stock are listed or, if the Common
Stock is not listed on a national securities exchange, use its best efforts to
qualify such Warrant Shares for inclusion on the automated quotation system of
the National Association of Securities Dealers, Inc. (the "NASD"), or such other
national securities exchange as the holders of a majority of such Warrant Shares
shall reasonably request.

                  (f) Indemnification will be furnished as follows:

                  (i) In connection with any registration of any Warrant Shares
under the Securities Act pursuant to this Warrant, the Company shall indemnify
and hold harmless the holders of Warrant Shares, each underwriter, broker or any
other person acting on behalf of the holders of Warrant Shares and each other
person, if any, who controls any of the foregoing persons within the meaning of
the Securities Act against any losses, claims, damages or liabilities, joint or
several (or actions in respect thereof), to which any of the foregoing persons
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or allegedly untrue statement of a
material fact contained in the registration statement under which such Warrant
Shares were registered under the Securities Act, any preliminary prospectus or
final prospectus contained therein or otherwise filed with the Commission, any
amendment or supplement thereto or any document incident to registration or
qualification of any Warrant Shares, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or,



                                       5
<PAGE>

with respect to any prospectus, necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or any
violation by the Company of the Securities Act or state securities or blue sky
laws applicable to the Company and relating to action or inaction required of
the Company in connection with such registration or qualification under such
state securities or blue sky laws; and shall reimburse the holders of Warrant
Shares, such underwriter, such broker or such other person acting on behalf of
the holders of Warrant Shares and each such controlling person for any legal or
other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action (including any
legal or other expenses incurred) arises out of or is based upon an untrue
statement or allegedly untrue statement or omission or alleged omission made in
said registration statement, preliminary prospectus, final prospectus, amendment
supplement or document incident to registration or qualification of any Warrant
Shares in reliance upon and in conformity with written information furnished to
the Company through an instrument duly executed by the holders of Warrant Shares
or their counsel or underwriter specifically for use in the preparation thereof;
provided further, however, that the foregoing indemnity agreement is subject to
the condition that, insofar as it relates to any untrue statement, omission or
alleged omission made in any preliminary prospectus but eliminated or remedied
in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such
indemnity agreement shall not inure to the benefit of any investor, underwriter,
broker or other person acting on behalf of holders of the Warrant Shares from
whom the person asserting any loss, claim, damage, liability or expense
purchased the Warrant Shares which are the subject thereof, if a copy of such
final prospectus had been made available to such person and such investor,
underwriter, broker or other person acting on behalf of holders of the Warrant
Shares and such final prospectus was not delivered to such person with or prior
to the written confirmation of the sale of such Warrant Shares to such person.

                  (ii) In connection with any registration of Warrant Shares
under the Securities Act pursuant to this Agreement, each holder of Warrant
Shares shall severally and not jointly indemnify and hold harmless (in the same
manner and to the same extent as set forth in the preceding paragraph of this
ss.8) the Company, each director of the Company, each officer of the Company
who shall sign such registration statement, each underwriter, broker or other
person acting on behalf of the holders of Warrant Shares and each person who
controls any of the foregoing persons within the meaning of the Securities Act
with respect to any statement or omission from such registration statement, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Warrant Shares, if such
statement or omission was made in reliance upon and in conformity with written
information furnished to the Company or such underwriter specifically for use in
connection with the preparation of such registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document; provided,
however, that the maximum amount of liability in respect of such indemnification
shall be limited, in the case of each Seller of Warrant Shares, to an amount
equal to the net proceeds actually received by such Seller from the sale of
Warrant Shares effected pursuant to such registration.

                  (iii) Promptly after receipt by an indemnified party of notice
of the commencement of any action involving a claim referred to in the preceding
paragraphs of this ss.8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnified party on account of this ss.8. In case any such action is brought
against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that if any indemnified
party shall have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are additional to
or conflict with those available to the indemnifying party, or



                                       6
<PAGE>

that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this ss.8, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party (but shall have the right to participate
therein with counsel of its choice) and such indemnifying party shall reimburse
such indemnified party and any person controlling such indemnified party for
that portion of the fees and expenses of any counsel retained by the indemnified
party which is reasonably related to the matters covered by the indemnity
agreement provided in this ss.8. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim.

                  (iv) If the indemnification provided for in this ss.8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant hereto were determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable considerations referred
to herein. No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person

                  (g) The Holder shall furnish to the Company such information
regarding the Holder and any information relating to the registration of any of
the Company's securities proposed by the Holder as the Company may reasonably
request in writing and as shall be reasonably required in connection with any
registration.

         9. The Exercise Price shall be subject to adjustments from time to time
only as follows:

         (1) If the Company shall, at any time or from time to time, issue any
shares of Common Stock without consideration or for a consideration per share
less than the applicable Exercise Price, in effect immediately prior to the
issuance of such Common Stock, then such Exercise Price, as in effect
immediately prior to each such issuance, shall forthwith be lowered to a price
equal to the quotient obtained by dividing:

         (a) an amount equal to the sum of (x) the total number of shares of
Common Stock outstanding on a fully-diluted basis immediately prior to such
issuance, multiplied by the Exercise Price in effect immediately prior to such
issuance, and (y) the consideration received by the Company upon such issuance;
by

         (b) the total number of shares of Common Stock outstanding on a
fully-diluted basis immediately after the issuance of such Common Stock.

         (2) For the purposes of any adjustment of an Exercise Price pursuant to
clause (1) above, the following provisions shall be applicable:

         (a) In the case of the issuance of Common Stock for cash in a public
offering or private placement, the consideration shall be deemed to be the
amount of cash paid therefor after deducting therefrom any discounts,
commissions or placement fees payable by the Company to any underwriter or
placement agent in connection with the issuance and sale thereof.



                                       7
<PAGE>

         (b) In the case of the issuance of Common Stock for a consideration in
whole or in part other than cash, the consideration other than cash shall be
deemed to be the fair market value thereof as determined in good faith by the
Board of Directors of the Company, irrespective of any accounting treatment, and
reasonably acceptable to the Holder.

         (c) In the case of the issuance of options to purchase or rights to
subscribe for Common Stock, securities by their terms convertible into or
exchangeable for Common Stock, or options to purchase or rights to subscribe for
such convertible or exchangeable securities:

         (i) the aggregate maximum number of shares of Common Stock deliverable
upon exercise of such options to purchase or rights to subscribe for Common
Stock shall be deemed to have been issued at the time such options or rights
were issued and for a consideration equal to the consideration (determined in
the manner provided in subdivisions (a) and (b) above), if any, received by the
Company upon the issuance of such options or rights plus the minimum purchase
price provided in such options or rights for the Common Stock covered thereby;

         (ii) the aggregate maximum number of shares of Common Stock deliverable
upon conversion of or in exchange for any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible or exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such
securities, options, or rights were issued and for a consideration equal to the
consideration received by the Company for any such securities and related
options or rights (excluding any cash received on account of accrued interest or
accrued dividends), plus the additional consideration, if any, to be received by
the Company upon the conversion or exchange of such securities or the exercise
of any related options or rights (the consideration in each case to be
determined in the manner provided in subdivisions (a) and (b) above);

         (iii) on any change in the number of shares or exercise price of Common
Stock deliverable upon exercise of any such options or rights or conversions of
or exchanges for such securities, other than a change resulting from the
antidilution provisions thereof, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have obtained had the adjustment made
upon the issuance of such options, rights or securities not converted prior to
such change or options or rights related to such securities not converted prior
to such change been made upon the basis of such change; and

         (iv) on the expiration of any such options or rights, the termination
of any such rights to convert or exchange or the expiration of any options or
rights related to such convertible or exchangeable securities, the Exercise
Price shall forthwith be readjusted to such Exercise Price as would have
obtained had the adjustment made upon the issuance of such options, rights,
securities or options or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock actually
issued upon the exercise of such options or rights, upon the conversion or
exchange of such securities, or upon the exercise of the options or rights
related to such securities and subsequent conversion or exchange thereof.

         (v) No further adjustment of the Exercise Price adjusted upon the
issuance of any such options, rights, convertible securities or exchangeable
securities shall be made as a result of the actual issuance of Common Stock on
the exercise of any such rights or options or any conversion or exchange of any
such securities.

         (3) If, at any time, the number of shares of Common Stock outstanding
is increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, then, following the record
date for the determination of holders of Common Stock entitled to receive such
stock dividend, subdivision or split-up, the Exercise Price shall be
appropriately decreased so that the number of shares of Common Stock issuable on
exercise of this Warrant shall be increased in proportion to such increase in
outstanding shares.



                                       8
<PAGE>

         (4) If, at any time, the number of shares of Common Stock outstanding
is decreased by a combination of the outstanding shares of Common Stock,
including, for example, by a reverse stock split, then, following the record
date for such combination, the Exercise Price shall be appropriately increased
so that the number of shares of Common Stock issuable on exercise of this
Warrant shall be decreased in proportion to such decrease in outstanding shares.

         (5) In the event of any capital reorganization of the Company, any
reclassification of the Common Stock of the Company (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares),
or any consolidation or merger of the Company, this Warrant shall after such
reorganization, reclassification, consolidation, or merger be convertible into
the kind and number of shares of stock or other securities or property of the
Company or of the corporation resulting from such consolidation or surviving
such merger to which the holder of the number of shares of Common Stock
deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of this Warrant would
have been entitled upon such reorganization, reclassification, consolidation or
merger. The provisions of this clause shall similarly apply to successive
reorganization, reclassifications, consolidations or mergers.

         (6) No adjustment in any Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such Price;
provided, that any adjustments not required to be made by virtue of this
sentence shall be carried forward and taken into account in any subsequent
adjustment. All calculations under paragraphs (i) through (v) above shall be
made to the nearest one hundredth (1/100) of a cent or the nearest one tenth
(1/10) of a share, as the case may be.

         (7) In any case in which the provisions of this ss.9 shall require that
an adjustment shall become effective immediately after a record date of an
event, the Company may defer until the occurrence of such event (1) issuing to
the holder of any Warrant exercised after such record date and before the
occurrence of such event the shares of capital stock issuable upon such
conversion by reason of the adjustment required by such event in addition to the
shares of capital stock issuable upon such conversion before giving effect to
such adjustments, and (2) paying to such holder any amount in cash in lieu of a
fractional share of capital stock pursuant to paragraph (d) above; provided,
however, that the Company shall deliver to such holder an appropriate instrument
evidencing such holder's right to receive such additional shares and such cash.

         (8) Whenever an Exercise Price shall be adjusted as provided in
paragraph (iv), the Company shall make available for inspection during regular
business hours, at its principal executive offices or at such other place as may
be designated by the Company, a statement, signed by its chief executive
officer, showing in detail the facts requiring such adjustment and the Exercise
Price that shall be in effect after such adjustment. The Company shall also
cause a copy of such statement to be sent by first class certified mail, return
receipt requested and postage prepaid, to the Holder affected by the adjustment
at such Holder's address appearing on the Company's records.

         (9) If the Company shall propose to take any action of the types
described in clauses (3), (4) or (5) of this paragraph, the Company shall give
notice to the Holder, which notice shall specify the record date, if any, with
respect to any such action and the date on which such action is to take place.
Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on each Exercise Price and the
number, kind or class of shares or other securities or property which shall be
deliverable or purchasable upon the occurrence of such action or deliverable
upon exercise of this Warrant. In the case of any action which would require the
fixing of a record date, such notice shall be given at least 20 days prior to
the date so fixed, and in case of all other action, such notice shall be given
at least 30 days prior to the taking of such proposed action. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
any such action.



                                       9
<PAGE>

         (10) Upon the effectiveness of the Amendment, the Company shall at all
times keep reserved, free from preemptive rights, out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
exercise of this Warrant, sufficient shares of Common Stock to provide for the
exercise of this Warrant.

         (11) Without duplication of any other adjustment provided for in this
ss.9, at any time the Company makes or fixes a record date for the determination
of holders of Common Stock entitled to receive a dividend or other distribution
payable in securities of the Company other than shares of Common Stock,
provision shall be made so that each Warrant Holder shall receive upon exercise
thereof, in addition to the shares of Common Stock receivable thereupon, the
number of securities of the Company which it would have received had its Warrant
been converted into shares of Common Stock on the date of such event and had
such Holder thereafter, during the period from the date of such event to and
including the date of conversion, retained such securities receivable by it
pursuant to this paragraph during such period, subject to the sum of all other
adjustments called for during such period under this ss.9 with respect to the
rights of such Warrant Holder.

         (12) In case any event shall occur as to which the provisions of this
Section are not strictly applicable or, if strictly applicable would not fairly
protect the purchase rights of the Holder in accordance with the essential
intent and principles of such Section, then, in each such case, the Board of
Directors of the Company shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles in its good
faith determination, so as to preserve, without dilution, the purchase rights
represented by this Warrant.

         10. The Company shall pay all expenses, insurance, taxes and other
charges payable in connection with the preparation, execution and delivery of
certificates for Common Stock issuable upon exercise of the Warrant, except that
if such certificate is registered in a name or names other than the name of the
holder of such Warrant or any affiliate of such holder, funds sufficient to pay
all stock transfer taxes which are payable upon the execution and delivery of
such certificate shall be paid by such holder to the Company when such Warrant
is surrendered for exercise.

         11. The Company hereby agrees to indemnify and hold harmless the Holder
and its respective affiliates, directors, officers, partners, employees and
other agents and representatives from and against any and all liabilities,
judgments, claims, settlements, losses, damages, reasonable fees (including
attorneys', accountants' and other experts' fees and disbursements), liens,
taxes, penalties, obligations and expenses incurred or suffered by any such
person or entity arising from, by reason of or in connection with any
misrepresentation or breach of any representation, warranty or covenant of the
Company contained in this Warrant or other document delivered by the Company
pursuant to or in connection with this Warrant.

         12. All notices and other communications from the Company to the Holder
shall be mailed, by first class mail, to such address as may have been furnished
to the Company in writing by such Holder, or, until an address is so furnished,
to and at the address of the last holder of this Warrant who has so furnished an
address to the Company (and shall be deemed effective on the third day following
the date of mailing). All communications from the Holder of this Warrant to the
Company shall be mailed by first class mail to the Company at it principal
business address, or such other address as may have been furnished to the Holder
of this Warrant in writing by the Company.

         13. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be construed and enforced in accordance with and governed by the
laws of the State of New York, without giving effect to principles of conflicts
of law. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect



                                       10
<PAGE>


any of the terms hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision. The parties hereby (a) irrevocably submit to the exclusive
jurisdiction of any New York State or Federal court located in New York County,
New York in any action or proceeding arising out of or relating to this Warrant,
(b) waive any defense based on doctrines of venue or forum non conveniens, or
similar rules or doctrines and (c) irrevocably agree that all claims in respect
of such an action or proceeding may be heard and determined in such court.

         14. The representations, warranties, covenants and agreements of the
Company and the Holder contained herein shall survive the completion of the
transactions related to the exercise of this Warrant or the lapsing of the
Exercise Period, as the case may be.

         IN WITNESS WHEREOF, Datametrics Corporation has caused this Warrant to
be signed by its duly authorized officer on this January 31, 2001.


                                       DATAMETRICS CORPORATION



                                       By: ____________________________
                                             Name:  Vincent J. Cahill
                                             Title:  Chief Executive Officer