<PAGE>
                                                                     Exhibit 4.5

                                [FORM OF WARRANT FOR SERIES F PREFERRED HOLDERS]

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                      PRESCIENT APPLIED INTELLIGENCE, INC.

                               Expires May 4, 2008

No.: W-05- __                                      Number of Shares: ___________
Date of Issuance: May 4, 2005

     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Prescient Applied Intelligence, Inc., a Delaware corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that
_______________________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
____________________________________ (_____________) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

     1. Term. The term of this Warrant shall commence on May 4, 2005 and shall
expire at 6:00 p.m., eastern time, on May 4, 2008 (such period being the
"Term").

     2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

     (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.


                                      -1-
<PAGE>
     (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.

     (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date, if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect, in lieu of exercising this Warrant by
payment of cash, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

         X = Y - (A)(Y)
                 ------
                    B

Where    X = the number of shares of Common Stock to be issued to the Holder.

         Y = the number of shares of Common Stock purchasable upon exercise of
             all of the Warrant or, if only a portion of the Warrant is being
             exercised, the portion of the Warrant being exercised.

         A = the Warrant Price.

         B = the Per Share Market Value of one share of Common Stock.

     (d) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise or, at the request of the Holder (provided that a registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect), issued and delivered to the Depository Trust Company ("DTC")
account on the Holder's behalf via the Deposit Withdrawal Agent Commission
System ("DWAC") within a reasonable time, not exceeding three (3) Trading Days
after such exercise, and the Holder hereof shall be deemed for all purposes to
be the holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been


                                      -2-
<PAGE>
exercised (less any amount thereof which shall have been canceled in payment or
partial payment of the Warrant Price as hereinabove provided) shall also be
issued to the Holder hereof at the Issuer's expense within such time.

     (e) Transferability of Warrant. Subject to Section 2(f), this Warrant may
be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of subsection (f) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants to purchase the same aggregate number of shares of Warrant Stock, each
new Warrant to represent the right to purchase such number of shares of Warrant
Stock as the Holder hereof shall designate at the time of such exchange. All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date
and shall be identical with this Warrant except as to the number of shares of
Warrant Stock issuable pursuant hereto.

     (f) Compliance with Securities Laws.

          (i) The Holder of this Warrant, by acceptance hereof, acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired solely for the Holder's own account and not as a
     nominee for any other party, and for investment, and that the Holder will
     not offer, sell or otherwise dispose of this Warrant or any shares of
     Warrant Stock to be issued upon exercise hereof except pursuant to an
     effective registration statement, or an exemption from registration, under
     the Securities Act and any applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates representing shares of Warrant Stock issued upon exercise
     hereof shall be stamped or imprinted with a legend in substantially the
     following form:

          THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
          HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
          NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
          UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
          THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION
          OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
          OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


                                      -3-
<PAGE>
          (iii) The Issuer agrees to reissue this Warrant or certificates
     representing any of the Warrant Stock, without the legend set forth above
     if at such time, prior to making any transfer of any such securities, the
     Holder shall give written notice to the Issuer describing the manner and
     terms of such transfer and removal as the Issuer may reasonably request.
     Such proposed transfer and removal will not be effected until: (a) either
     (i) the Issuer has received an opinion of counsel reasonably satisfactory
     to the Issuer, to the effect that the registration of such securities under
     the Securities Act is not required in connection with such proposed
     transfer, (ii) a registration statement under the Securities Act covering
     such proposed disposition has been filed by the Issuer with the Securities
     and Exchange Commission and has become effective under the Securities Act,
     (iii) the Issuer has received other evidence reasonably satisfactory to the
     Issuer that such registration and qualification under the Securities Act
     and state securities laws are not required, or (iv) the Holder provides the
     Issuer with reasonable assurances that such security can be sold pursuant
     to Rule 144 under the Securities Act; and (b) either (i) the Issuer has
     received an opinion of counsel reasonably satisfactory to the Issuer, to
     the effect that registration or qualification under the securities or "blue
     sky" laws of any state is not required in connection with such proposed
     disposition, or (ii) compliance with applicable state securities or "blue
     sky" laws has been effected or a valid exemption exists with respect
     thereto. The Issuer will respond to any such notice from a holder within
     five (5) business days. In the case of any proposed transfer under this
     Section 2(f), the Issuer will use reasonable efforts to comply with any
     such applicable state securities or "blue sky" laws, but shall in no event
     be required, (x) to qualify to do business in any state where it is not
     then qualified, (y) to take any action that would subject it to tax or to
     the general service of process in any state where it is not then subject,
     or (z) to comply with state securities or "blue sky" laws of any state for
     which registration by coordination is unavailable to the Issuer. The
     restrictions on transfer contained in this Section 2(f) shall be in
     addition to, and not by way of limitation of, any other restrictions on
     transfer contained in any other section of this Warrant. Whenever a
     certificate representing the Warrant Stock is required to be issued to a
     the Holder without a legend, in lieu of delivering physical certificates
     representing the Warrant Stock, provided the Issuer's transfer agent is
     participating in the DTC Fast Automated Securities Transfer program, the
     Issuer shall use its reasonable best efforts to cause its transfer agent to
     electronically transmit the Warrant Stock to the Holder by crediting the
     account of the Holder's Prime Broker with DTC through its DWAC system (to
     the extent not inconsistent with any provisions of this Warrant or the
     Purchase Agreement).

     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through the Issuer. The Issuer further covenants and agrees that
during the period within which this Warrant may be exercised, the Issuer will at
all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.


                                      -4-
<PAGE>
     (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its reasonable best efforts at its expense to cause such shares
to be duly registered or qualified. If the Issuer shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, maintain and increase when necessary such listing, of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in
effect), and, to the extent permissible under the applicable securities exchange
rules, all unissued shares of Warrant Stock which are at any time issuable
hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
will also so list on each securities exchange or market, and will maintain such
listing of, any other securities which the Holder of this Warrant shall be
entitled to receive upon the exercise of this Warrant if at the time any
securities of the same class shall be listed on such securities exchange or
market by the Issuer.

     (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein or under applicable securities laws)
upon the exercise of this Warrant, and (iv) use its reasonable best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be reasonably necessary to
enable the Issuer to perform its obligations under this Warrant.

     (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     4. Adjustment of Warrant Price. The price at which such shares may be
purchased upon exercise of this Warrant shall be subject to adjustment from time
to time as set forth in this Section 4. The Issuer shall give the Holder notice
of any event described below which requires an adjustment pursuant to this
Section 4 in accordance with Section 5.


                                      -5-
<PAGE>
     (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

          (i) In case the Issuer after the Original Issue Date shall do any of
     the following (each, a "Triggering Event"): (a) consolidate with or merge
     into any other Person and the Issuer shall not be the continuing or
     surviving corporation of such consolidation or merger, or (b) permit any
     other Person to consolidate with or merge into the Issuer and the Issuer
     shall be the continuing or surviving Person but, in connection with such
     consolidation or merger, any Capital Stock of the Issuer shall be changed
     into or exchanged for Securities of any other Person or cash or any other
     property, or (c) transfer all or substantially all of its properties or
     assets to any other Person, or (d) effect a capital reorganization or
     reclassification of its Capital Stock, then, and in the case of each such
     Triggering Event, proper provision shall be made so that, upon the basis
     and the terms and in the manner provided in this Warrant, the Holder of
     this Warrant shall be entitled upon the exercise hereof at any time after
     the consummation of such Triggering Event, to the extent this Warrant is
     not exercised prior to such Triggering Event, to receive at the Warrant
     Price in effect at the time immediately prior to the consummation of such
     Triggering Event in lieu of the Common Stock issuable upon such exercise of
     this Warrant prior to such Triggering Event, the Securities, cash and
     property to which such Holder would have been entitled upon the
     consummation of such Triggering Event if such Holder had exercised the
     rights represented by this Warrant immediately prior thereto (including the
     right of a shareholder to elect the type of consideration it will receive
     upon a Triggering Event), subject to adjustments (subsequent to such
     corporate action) as nearly equivalent as possible to the adjustments
     provided for elsewhere in this Section 4.

          (ii) Notwithstanding anything contained in this Warrant to the
     contrary, a Triggering Event shall not be deemed to have occurred if, prior
     to the consummation thereof, each Person (other than the Issuer) which may
     be required to deliver any Securities, cash or property upon the exercise
     of this Warrant as provided herein shall assume, by written instrument
     delivered to, and reasonably satisfactory to, the Holder of this Warrant,
     (A) the obligations of the Issuer under this Warrant (and if the Issuer
     shall survive the consummation of such Triggering Event, such assumption
     shall be in addition to, and shall not release the Issuer from, any
     continuing obligations of the Issuer under this Warrant) and (B) the
     obligation to deliver to such Holder such Securities, cash or property as,
     in accordance with the foregoing provisions of this subsection (a), such
     Holder shall be entitled to receive, and such Person shall have similarly
     delivered to such Holder an opinion of counsel for such Person, which
     counsel shall be reasonably satisfactory to such Holder, or in the
     alternative, a written acknowledgement executed by the President or Chief
     Financial Officer of the Issuer, stating that this Warrant shall thereafter
     continue in full force and effect and the terms hereof (including, without
     limitation, all of the provisions of this subsection (a)) shall be
     applicable to the Securities, cash or property which such Person may be
     required to deliver upon any exercise of this Warrant or the exercise of
     any rights pursuant hereto.

     (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:


                                      -6-
<PAGE>
          (i) take a record of the holders of its Common Stock for the purpose
     of entitling them to receive a dividend payable in, or other distribution
     of, shares of Common Stock,

          (ii) subdivide its outstanding shares of Common Stock into a larger
     number of shares of Common Stock, or

          (iii) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

     (c) Certain Other Distributions. If at any time the Issuer 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:

          (i) cash (other than a cash dividend payable out of earnings or earned
     surplus legally available for the payment of dividends under the laws of
     the jurisdiction of incorporation of the Issuer),

          (ii) any evidences of its indebtedness, any shares of stock of any
     class or any other securities or property of any nature whatsoever (other
     than cash, Common Stock Equivalents or Additional Shares of Common Stock),
     or

          (iii) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of stock of any class or any
     other securities or property of any nature whatsoever (other than cash,
     Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the


                                      -7-
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Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment divided by (B) the
number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. 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 the Issuer to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4(c) 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(b).

     (d) Issuance of Additional Shares of Common Stock.

          (i) In the event the Issuer shall at any time issue any Additional
     Shares of Common Stock (otherwise than as provided in the foregoing
     subsections (a) through (c) of this Section 4), at a price per share less
     than the Warrant Price then in effect or without consideration, then the
     Warrant Price upon each such issuance shall be adjusted to that price
     determined by multiplying the Warrant Price then in effect by a fraction:

               (A) the numerator of which shall be equal to the sum of (x) the
          number of shares of Outstanding Common Stock immediately prior to the
          issuance of such Additional Shares of Common Stock plus (y) the number
          of shares of Common Stock (rounded to the nearest whole share) which
          the aggregate consideration for the total number of such Additional
          Shares of Common Stock so issued would purchase at a price per share
          equal to the Warrant Price then in effect, and

               (B) the denominator of which shall be equal to the number of
          shares of Outstanding Common Stock immediately after the issuance of
          such Additional Shares of Common Stock.

          (ii) No adjustment of the number of shares of Common Stock for which
     this Warrant shall be exercisable shall be made under paragraph (i) of
     Section 4(d) upon the issuance of any Additional Shares of Common Stock
     which are issued pursuant to the exercise of any Common Stock Equivalents,
     if any such adjustment shall previously have been made upon the issuance of
     such Common Stock Equivalents (or upon the issuance of any warrant or other
     rights therefor) pursuant to Section 4(e).

          (iii) Notwithstanding the terms of this Section 4(d) to the contrary,
     if the Issuer issues any warrants pursuant to the Subsequent Common Stock
     Financing (as defined in the Purchase Agreement) at a price per share less
     than the Warrant Price then in effect, then the Warrant Price shall be
     adjusted to a price equal to the price per share of such warrants issued
     pursuant to the Subsequent Common Stock Financing.

     (e) Issuance of Common Stock Equivalents. If the Issuer shall at any time
issue or sell any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder


                                      -8-
<PAGE>
are immediately exercisable, and the aggregate price per share for which Common
Stock is issuable upon such conversion or exchange plus the consideration
received by the Issuer for issuance of such Common Stock Equivalent divided by
the number of shares of Common Stock issuable pursuant to such Common Stock
Equivalent (the "Aggregate Per Common Share Price") shall be less than the
Warrant Price then in effect, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall make the Aggregate Per Common Share Price be less than the Warrant Price
in effect at the time of such amendment or adjustment, then the Warrant Price
upon each such issuance or amendment shall be adjusted as provided in Section
4(d). No further adjustment of the Warrant Price then in effect shall be made
under this Section 4(e) upon the issuance of any Common Stock Equivalents 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 this Section
4(e). No further adjustments of the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.

     (f) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) as
the result of any issuance of Common Stock Equivalents, and (i) such Common
Stock Equivalents, or the right of conversion or exchange in such Common Stock
Equivalents, shall expire, and all or a portion of such or the right of
conversion or exchange with respect to all or a portion of such Common Stock
Equivalents, as the case may be, shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents shall be increased, then such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 4(g) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock theretofore actually
issued or issuable pursuant to the previous exercise of Common Stock Equivalents
or any such right of conversion or exchange, as having been issued on the date
or dates of any such exercise and for the consideration actually received and
receivable therefor, and (ii) treating any such Common Stock Equivalents which
then remain outstanding as having been granted or issued immediately after the
time of such increase of the consideration per share for which Additional Shares
of Common Stock are issuable under such Common Stock Equivalents; whereupon a
new adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

     (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
shall, directly or indirectly through a Subsidiary or otherwise, purchase,
redeem or otherwise acquire any shares of Common Stock at a price per share
greater than the Per Share Market Value, then the Warrant Price upon each such
purchase, redemption or acquisition shall be adjusted to that price determined
by multiplying such Warrant Price by a fraction (i) the numerator of which shall
be the number of shares of Outstanding Common Stock immediately prior to such
purchase,


                                      -9-
<PAGE>
redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so
purchased, redeemed or acquired would purchase at the Per Share Market Value;
and (ii) the denominator of which shall be the number of shares of Outstanding
Common Stock immediately after such purchase, redemption or acquisition. For the
purposes of this subsection (h), the date as of which the Per Share Market Price
shall be computed shall be the earlier of (x) the date on which the Issuer shall
enter into a firm contract for the purchase, redemption or acquisition of such
Common Stock, or (y) the date of actual purchase, redemption or acquisition of
such Common Stock. For the purposes of this subsection (h), a purchase,
redemption or acquisition of a Common Stock Equivalent shall be deemed to be a
purchase of the underlying Common Stock, and the computation herein required
shall be made on the basis of the full exercise, conversion or exchange of such
Common Stock Equivalent on the date as of which such computation is required
hereby to be made, whether or not such Common Stock Equivalent is actually
exercisable, convertible or exchangeable on such date.

     (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

          (i) Computation of Consideration. To the extent that any Additional
     Shares of Common Stock or any Common Stock Equivalents (or any warrants or
     other rights therefor) shall be issued for cash consideration, the
     consideration received by the Issuer therefor shall be the amount of the
     cash received by the Issuer therefor, or, if such Additional Shares of
     Common Stock or Common Stock Equivalents are offered by the Issuer for
     subscription, the subscription price, or, if such Additional Shares of
     Common Stock or Common Stock Equivalents 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
     the Issuer for and in the underwriting of, or otherwise in connection with,
     the issuance thereof). In connection with any merger or consolidation in
     which the Issuer is the surviving corporation (other than any consolidation
     or merger in which the previously outstanding shares of Common Stock of the
     Issuer shall be changed to or exchanged for the stock or other securities
     of another corporation), the amount of consideration therefore shall be,
     deemed to be the fair value, as determined reasonably and in good faith by
     the Board, of such portion of the assets and business of the nonsurviving
     corporation as the Board may determine to be attributable to such shares of
     Common Stock or Common Stock Equivalents, as the case may be. The
     consideration for any Additional Shares of Common Stock issuable pursuant
     to any warrants or other rights to subscribe for or purchase the same shall
     be the consideration received by the Issuer for issuing such warrants or
     other rights plus the additional consideration payable to the Issuer upon
     exercise of such warrants or other rights. The consideration for any
     Additional Shares of Common Stock issuable pursuant to the terms of any
     Common Stock Equivalents shall be the consideration received by the Issuer
     for issuing warrants or other rights to subscribe for or purchase such
     Common Stock Equivalents, plus the consideration paid or payable to the
     Issuer in respect of the subscription for or purchase of such Common Stock
     Equivalents, plus the additional consideration, if any, payable to the
     Issuer upon the exercise of the right of conversion or exchange in such
     Common Stock Equivalents. In the event of any consolidation or merger of


                                      -10-
<PAGE>
     the Issuer in which the Issuer is not the surviving corporation or in which
     the previously outstanding shares of Common Stock of the Issuer shall be
     changed into or exchanged for the stock or other securities of another
     corporation, or in the event of any sale of all or substantially all of the
     assets of the Issuer for stock or other securities of any corporation, the
     Issuer shall be deemed to have issued a number of shares of its Common
     Stock for stock or securities or other property of the other corporation
     computed on the basis of the actual exchange ratio on which the transaction
     was predicated, and for a consideration equal to the fair market value on
     the date of such transaction of all such stock or securities or other
     property of the other corporation. In the event any consideration received
     by the Issuer for any securities consists of property other than cash, the
     fair market value thereof at the time of issuance or as otherwise
     applicable shall be as determined in good faith by the Board. In the event
     Common Stock is issued with other shares or securities or other assets of
     the Issuer for consideration which covers both, the consideration computed
     as provided in this Section 4(i)(i) shall be allocated among such
     securities and assets as determined in good faith by the Board.

          (ii) When Adjustments to Be Made. The adjustments required by this
     Section 4 shall be made whenever and as often as any specified event
     requiring an adjustment shall occur, except that any adjustment of the
     number of shares of Common Stock for which this Warrant is exercisable that
     would otherwise be required may be postponed (except in the case of a
     subdivision or combination of shares of the Common Stock, as provided for
     in Section 4(b)) up to, but not beyond the date of exercise if such
     adjustment either by itself or with other adjustments not previously made
     adds or subtracts less than one percent (1%) of the shares of Common Stock
     for which this Warrant is exercisable immediately prior to the making of
     such adjustment. Any adjustment representing a change of less than such
     minimum amount (except as aforesaid) which is postponed shall be carried
     forward and made as soon as such adjustment, together with other
     adjustments required by this Section 4 and not previously made, would
     result in a minimum adjustment or on the date of exercise. 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.

          (iii) Fractional Interests. In computing adjustments under this
     Section 4, fractional interests in Common Stock shall be taken into account
     to the nearest one one-hundredth (1/100th) of a share.

          (iv) When Adjustment Not Required. If the Issuer shall take a record
     of the holders of its Common Stock for the purpose of entitling them to
     receive a dividend or distribution or subscription or purchase rights and
     shall, thereafter and before the distribution to stockholders thereof,
     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.

     (j) Form of Warrant after Adjustments. The form of this Warrant need not be
changed because of any adjustments in the Warrant Price or the number and kind
of Securities purchasable upon the exercise of this Warrant.

     (k) Escrow of Warrant Stock. If after any property becomes distributable
pursuant to


                                      -11-
<PAGE>
this Section 4 by reason of the taking of any record of the holders of Common
Stock, but prior to the occurrence of the event for which such record is taken,
and the Holder exercises this Warrant, any shares of Common Stock issuable upon
exercise by reason of such adjustment shall be deemed the last shares of Common
Stock for which this Warrant is exercised (notwithstanding any other provision
to the contrary herein) and such shares or other property shall be held in
escrow for the Holder by the Issuer to be issued to the Holder upon and to the
extent that the event actually takes place, upon payment of the current Warrant
Price. Notwithstanding any other provision to the contrary herein, if the event
for which such record was taken fails to occur or is rescinded, then such
escrowed shares shall be cancelled by the Issuer and escrowed property returned.

     5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Absent manifest error, such certificate shall be
final and binding on the parties hereto. Any dispute between the Issuer and the
Holder of this Warrant with respect to the matters set forth in such certificate
may at the option of the Holder of this Warrant be submitted to one of the
national accounting firms currently known as the "big four" selected by the
Holder, provided that the Issuer shall have ten (10) days after receipt of
notice from such Holder of its selection of such firm to object thereto, in
which case such Holder shall select another such firm and the Issuer shall have
no such right of objection unless the Issuer identifies a valid conflict of
interest for such firm with any of the parties. The firm selected by the Holder
of this Warrant as provided in the preceding sentence shall be instructed to
deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The costs and expenses of such
accounting firm shall be paid equally by the Issuer and the Holder.

     6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

     7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of the then issued and outstanding shares of
Common Stock; provided, however, that upon a holder of this Warrant providing
the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise


                                      -12-
<PAGE>
of this Warrant, this Section 7(a) will be of no force or effect with regard to
all or a portion of the Warrant referenced in the Waiver Notice; provided,
further, that this provision shall be of no further force or effect (i) during
the sixty-one (61) days immediately preceding the expiration of the term of this
Warrant or (ii) upon the Holder's receipt of a Call Notice (as defined in
Section 8 hereof).

          (b) The Holder may not exercise the Warrant hereunder to the extent
such exercise would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.9% of the then issued and outstanding shares of Common Stock,
including shares issuable upon exercise of the Warrant held by the Holder after
application of this Section; provided, however, that upon a holder of this
Warrant providing the Issuer with a Waiver Notice that such holder would like to
waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect (i) during the sixty-one (61) days immediately preceding the expiration
of the term of this Warrant or (ii) upon the Holder's receipt of a Call Notice.

     8. Call. Notwithstanding anything herein to the contrary, the Issuer, at
its option and at any time prior to the one (1) year anniversary of the Original
Issue Date, may call up to fifty percent (50%) of this Warrant by providing the
Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice")
if (A) the Per Share Market Value of the Common Stock is equal to or greater
than $2.50 (as may be adjusted for any stock splits or combinations of the
Common Stock) for a period of twenty (20) consecutive Trading Days immediately
prior to the date of delivery of the Call Notice or (B) the Issuer's revenue as
reported in any quarterly report on Form 10-QSB or annual report on Form 10-KSB
filed with the Securities and Exchange Commission following the filing of the
Issuer's Form 10-KSB for the year ended December 31, 2004 is twenty-five percent
(25%) greater than the revenue disclosed in the Issuer's Form 10-KSB for the
year ended December 31, 2004; provided, that (i) a registration statement under
the Securities Act providing for the resale of the Warrant Stock and the Common
Stock issued pursuant to the Purchase Agreement is then in effect and has been
effective, without lapse or suspension of any kind, for a period of sixty (60)
consecutive calendar days, (ii) trading in the Common Stock shall not have been
suspended by the Securities and Exchange Commission or the OTC Bulletin Board
(or other principal exchange on which the Common Stock is traded) and (iii) the
Issuer is in material compliance with the terms and conditions of this Warrant
and the other Transaction Documents (as defined in the Purchase Agreement);
provided, further, that a registration statement under the Securities Act
providing for the resale of the Warrant Stock and the Common Stock issued
pursuant to the Purchase Agreement is in effect from the date of delivery of the
Call Notice until the date which is the later of (A) the date the Holder
exercises the Warrant pursuant to the Call Notice and (B) the twentieth (20th)
Trading Day after the Holder receives the Call Notice (the "Early Termination
Date"). The rights and privileges granted pursuant to this Warrant with respect
to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant
Shares") shall expire on the Early Termination Date if this Warrant is not
exercised with respect to such Called Warrant Shares prior to such Early
Termination Date. In the event this Warrant is not exercised with respect to the
Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (1)
$.01 per Called Warrant Share and (2) a new Warrant


                                      -13-
<PAGE>
representing the number of shares of Warrant Stock, if any, which shall not have
been subject to the Call Notice upon the Holder tendering to the Issuer the
applicable Warrant certificate.

     9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

          "Additional Shares of Common Stock" means all shares of Common Stock
     issued by the Issuer after the Original Issue Date, and all shares of Other
     Common, if any, issued by the Issuer after the Original Issue Date, except:
     (i) securities issued (other than for cash) in connection with a merger,
     acquisition, or consolidation, (ii) securities issued pursuant to a bona
     fide firm underwritten public offering of the Issuer's securities, (iii)
     securities issued pursuant to the conversion or exercise of convertible or
     exercisable securities issued or outstanding on or prior to the date hereof
     or issued pursuant to the Purchase Agreement, (iv) the Warrant Stock, (v)
     securities issued in connection with bona fide strategic alliances or other
     partnering arrangements so long as such issuances are not for the purpose
     of raising capital, (vi) Common Stock issued or options to purchase Common
     Stock granted or issued pursuant to the Issuer's stock option plans and
     employee stock purchase plans as they now exist and (vii) any warrants
     issued to the placement agent for the transactions contemplated by the
     Purchase Agreement or for other financial advisory services rendered to the
     Issuer.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares, interests,
     participations or other equivalents of or interests in (however designated)
     corporate stock, including, without limitation, shares of preferred or
     preference stock, (ii) all partnership interests (whether general or
     limited) in any Person which is a partnership, (iii) all membership
     interests or limited liability company interests in any limited liability
     company, and (iv) all equity or ownership interests in any Person of any
     other type.

          "Certificate of Incorporation" means the Certificate of Incorporation
     of the Issuer as in effect on the Original Issue Date, and as hereafter
     from time to time amended, modified, supplemented or restated in accordance
     with the terms hereof and thereof and pursuant to applicable law.

          "Common Stock" means the Common Stock, par value $.001 per share, of
     the Issuer and any other Capital Stock into which such stock may hereafter
     be changed.

          "Common Stock Equivalent" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

          "Convertible Securities" means evidences of Indebtedness, shares of
     Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.


                                      -14-
<PAGE>
          "Governmental Authority" means any governmental, regulatory or
     self-regulatory entity, department, body, official, authority, commission,
     board, agency or instrumentality, whether federal, state or local, and
     whether domestic or foreign.

          "Holders" mean the Persons who shall from time to time own any
     Warrant. The term "Holder" means one of the Holders.

          "Independent Appraiser" means a nationally recognized or major
     regional investment banking firm or firm of independent certified public
     accountants of recognized standing (which may be the firm that regularly
     examines the financial statements of the Issuer) that is regularly engaged
     in the business of appraising the Capital Stock or assets of corporations
     or other entities as going concerns, and which is not affiliated with
     either the Issuer or the Holder of any Warrant.

          "Issuer" means Prescient Applied Intelligence, Inc., a Delaware
     corporation, and its successors.

          "Majority Holders" means at any time the Holders of Warrants
     exercisable for a majority of the shares of Warrant Stock issuable under
     the Warrants at the time outstanding.

          "Original Issue Date" means May 4, 2005.

          "OTC Bulletin Board" means the over-the-counter electronic bulletin
     board.

          "Other Common" means any other Capital Stock of the Issuer of any
     class which shall be authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "Outstanding Common Stock" means, at any given time, the aggregate
     amount of outstanding shares of Common Stock, assuming full exercise,
     conversion or exchange (as applicable) of all options, warrants and other
     Securities which are convertible into or exercisable or exchangeable for,
     and any right to subscribe for, shares of Common Stock that are outstanding
     at such time.

          "Person" means an individual, corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular date (a) the closing
     bid price per share of the Common Stock on such date on the OTC Bulletin
     Board or another registered national stock exchange on which the Common
     Stock is then listed, or if there is no such price on such date, then the
     closing bid price on such exchange or quotation system on the date nearest
     preceding such date, or (b) if the Common Stock is not listed then on the
     OTC Bulletin Board or any registered national stock exchange, the closing
     bid price for a share of Common Stock in the over-the-counter market, as
     reported by the


                                      -15-
<PAGE>
     OTC Bulletin Board or in the National Quotation Bureau Incorporated or
     similar organization or agency succeeding to its functions of reporting
     prices) at the close of business on such date, or (c) if the Common Stock
     is not then reported by the OTC Bulletin Board or the National Quotation
     Bureau Incorporated (or similar organization or agency succeeding to its
     functions of reporting prices), then the average of the "Pink Sheet" quotes
     for the relevant conversion period, as determined in good faith by the
     holder, or (d) if the Common Stock is not then publicly traded the fair
     market value of a share of Common Stock as determined by an Independent
     Appraiser selected in good faith by the Majority Holders; provided,
     however, that the Issuer, after receipt of the determination by such
     Independent Appraiser, shall have the right to select an additional
     Independent Appraiser, in which case, the fair market value shall be equal
     to the average of the determinations by each such Independent Appraiser;
     and provided, further that all determinations of the Per Share Market Value
     shall be appropriately adjusted for any stock dividends, stock splits or
     other similar transactions during such period. The determination of fair
     market value by an Independent Appraiser shall be based upon the fair
     market value of the Issuer determined on a going concern basis as between a
     willing buyer and a willing seller and taking into account all relevant
     factors determinative of value, and shall be final and binding on all
     parties. In determining the fair market value of any shares of Common
     Stock, no consideration shall be given to any restrictions on transfer of
     the Common Stock imposed by agreement or by federal or state securities
     laws, or to the existence or absence of, or any limitations on, voting
     rights.

          "Purchase Agreement" means the Common Stock and Warrant Purchase
     Agreement dated as of May 4, 2005 among the Issuer and the Purchasers.

          "Purchasers" means the purchasers of Common Stock and Warrants issued
     by the Issuer pursuant to the Purchase Agreement.

          "Securities" means any debt or equity securities of the Issuer,
     whether now or hereafter authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to purchase or acquire any Security. "Security" means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect.

          "Subsidiary" means any corporation at least 50% of whose outstanding
     Voting Stock shall at the time be owned directly or indirectly by the
     Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
     more of its Subsidiaries.

          "Term" has the meaning specified in Section 1 hereof.

          "Trading Day" means (a) a day on which the Common Stock is traded on
     the OTC Bulletin Board, or (b) if the Common Stock is not listed on the OTC
     Bulletin Board, a day on which the Common Stock is traded on any other
     registered national stock exchange, or (c) if the Common Stock is not
     traded on any other registered national stock exchange, a day on which the
     Common Stock is traded on the OTC Bulletin Board, or (d)


                                      -16-
<PAGE>
     if the Common Stock is not traded on the OTC Bulletin Board, a day on which
     the Common Stock is quoted in the over-the-counter market as reported by
     the National Quotation Bureau Incorporated (or any similar organization or
     agency succeeding its functions of reporting prices); provided, however,
     that in the event that the Common Stock is not listed or quoted as set
     forth in (a), (b) and (c) hereof, then Trading Day shall mean any day
     except Saturday, Sunday and any day which shall be a legal holiday or a day
     on which banking institutions in the State of New York are authorized or
     required by law or other government action to close.

          "Voting Stock" means, as applied to the Capital Stock of any
     corporation, Capital Stock of any class or classes (however designated)
     having ordinary voting power for the election of a majority of the members
     of the Board of Directors (or other governing body) of such corporation,
     other than Capital Stock having such power only by reason of the happening
     of a contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
     Agreement, including, without limitation, this Warrant, and any other
     warrants of like tenor issued in substitution or exchange for any thereof
     pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
     of such other Warrants.

          "Warrant Price" initially means U.S. $1.00, as such price may be
     adjusted from time to time as shall result from the adjustments specified
     in this Warrant, including Section 4 hereto.

          "Warrant Share Number" means at any time the aggregate number of
     shares of Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of any
     Warrant or Warrants or otherwise issuable pursuant to any Warrant or
     Warrants.

     10. Other Notices. In case at any time:

                         (A)  the Issuer shall make any distributions to the
                              holders of Common Stock; or

                         (B)  the Issuer shall authorize the granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or other rights; or

                         (C)  there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                         (D)  there shall be any capital reorganization by the
                              Issuer; or


                                      -17-
<PAGE>
                         (E)  there shall be any (i) consolidation or merger
                              involving the Issuer or (ii) sale, transfer or
                              other disposition of all or substantially all of
                              the Issuer's property, assets or business (except
                              a merger or other reorganization in which the
                              Issuer shall be the surviving corporation and its
                              shares of Capital Stock shall continue to be
                              outstanding and unchanged and except a
                              consolidation, merger, sale, transfer or other
                              disposition involving a wholly-owned Subsidiary);
                              or

                         (F)  there shall be a voluntary or involuntary
                              dissolution, liquidation or winding-up of the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than ten (10) days prior
to the record date or the date on which the Issuer's transfer books are closed
in respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

     11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Warrant unless the same
consideration is also offered to all holders of the Warrants.

     12. Governing Law. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.

     13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time,


                                      -18-
<PAGE>
on a Trading Day, (ii) the Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., eastern time, on any date and
earlier than 11:59 p.m., eastern time, on such date, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                              Prescient Applied Intelligence, Inc.
                              1247 Ward Avenue, Suite 200
                              West Chester, Pennsylvania 19380
                              Attention: Stan Szczygiel
                              Tel. No.: (610) 719-1600
                              Fax No.: (610) 719-6161

with copies (which copies
shall not constitute notice
to the Issuer) to:            Montgomery, McCracken, Walker & Rhoads, LLP
                              123 South Broad Street
                              Avenue of the Arts
                              Philadelphia, Pennsylvania 19109
                              Attention: Kathleen O'Brien
                              Tel. No.: (215) 772-7288
                              Fax No.: (215) 772-7620

Copies of notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention:
Christopher S. Auguste, Tel. No.: (212) 715-9100, Fax. No.: (212) 715-8000. Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party
hereto.

     14. Warrant Agent. The Issuer may, by written notice to each Holder of this
Warrant, appoint an agent having an office in New York, New York for the purpose
of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.


                                      -19-
<PAGE>
     16. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

     17. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -20-
<PAGE>
     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                        PRESCIENT APPLIED INTELLIGENCE, INC.


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


                                      -21-
<PAGE>
                                  EXERCISE FORM

                      PRESCIENT APPLIED INTELLIGENCE, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Prescient
Applied Intelligence, Inc. covered by the within Warrant.


Dated:                                     Signature
       -----------------                             ---------------------------
                                           Address
                                                   -----------------------------

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

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated:                                     Signature
       -----------------                             ---------------------------
                                           Address
                                                   -----------------------------

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

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


Dated:                                     Signature
       -----------------                             ---------------------------
                                           Address
                                                   -----------------------------

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

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W____ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W______ issued for ____ shares of Common Stock in
the name of _______________.


                                      -22-