Exhibit 4.2

     NEITHER THIS WARRANT NOR THE SHARES OF STOCK  ISSUABLE  UPON  EXERCISE
     HEREOF  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
     AMENDED.  NO SALE,  TRANSFER OR OTHER  DISPOSITION  OF THIS WARRANT OR
     SAID SHARES MAY BE  EFFECTED  WITHOUT  (I) AN  EFFECTIVE  REGISTRATION
     STATEMENT  RELATED THERETO,  (II) AN OPINION OF COUNSEL FOR THE HOLDER
     THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION
     LETTER FROM THE SECURITIES AND EXCHANGE  COMMISSION TO THE EFFECT THAT
     REGISTRATION UNDER THE ACT IS NOT REQUIRED.

               Number of Shares Issuable Upon Exercise: __________

                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK

                             Expires: March 31, 2007

     THIS  CERTIFIES   THAT,   for  value   received,   ________________,   a[n]
_____________  whose address is  ______________________________,  is entitled to
subscribe for and purchase  __________ shares of the Common Stock of CompuPrint,
Inc., a North  Carolina  corporation  (the  "Company"),  at a price per share of
$.01,  subject to the provisions  and upon the terms and conditions  hereinafter
set forth. As used herein, the term "Shares" shall mean the Company's  presently
authorized Common Stock, and the term "Grant Date" shall mean March 31, 2002.

     1.   TERM.  This Warrant is  exercisable,  in whole or in part, at any time
and from  time to time  from and  after  the  Grant  Date and prior to the fifth
anniversary of the Grant Date, March 31, 2007.

     2.   METHOD OF EXERCISE; NET ISSUE EXERCISE.

          2.1  METHOD  OF  EXERCISE;  PAYMENT;  ISSUANCE  OF NEW  WARRANT.  This
Warrant may be exercised by the holder hereof, in whole or in part and from time
to time,  by the  surrender  of this Warrant  (with the Notice of Exercise  form
attached  hereto as Exhibit A-1 duly  executed) at the  principal  office of the
Company and by the payment to the Company,  by cash,  check or  cancellation  of
indebtedness,  of an amount equal to the Exercise Price per share  multiplied by
the  number of Shares  then  being  purchased.  The  person or  persons in whose
name(s) any certificate(s)  representing  Shares shall be issuable upon exercise
of this Warrant  shall be deemed to have become the  holder(s) of record of, and
shall be  treated  for all  purposes  as the  record  holder(s)  of,  the Shares
represented  thereby  (and such  Shares  shall be  deemed  to have been  issued)
immediately  prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of this Warrant, certificates
for the Shares so purchased  shall be delivered to the holder  hereof as soon as
<PAGE>
possible and in any event within twenty (20) days of receipt of such notice and,
unless  this  Warrant  has  been  fully  exercised  or  expired,  a new  Warrant
representing  the  portion of the  Shares,  if any,  with  respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the holder
hereof as soon as possible thereafter.

          2.2  AUTOMATIC EXERCISE.  To the extent this Warrant is not previously
exercised,  and if the fair market  value of one share of the  Company's  Common
Stock  is  greater  than the  Exercise  Price,  this  Warrant  shall  be  deemed
automatically  exercised pursuant to Section 2.3 below (even if not surrendered)
immediately before its expiration.  For purposes of such automatic exercise, the
fair  market  value  of one  share  of the  Company's  Common  Stock  upon  such
expiration  shall be determined  pursuant to Section 2.3(b) below. To the extent
this Warrant or any portion thereof is deemed  automatically  exercised pursuant
to this Section 2.2, the Company agrees to promptly  notify the holder hereof of
the number of Shares,  if any, the holder hereof is to receive by reason of such
automatic exercise.

          2.3  RIGHT TO CONVERT WARRANT INTO STOCK; NET ISSUANCE.

               (a) In addition to and without  limiting the rights of the holder
under the terms of this Warrant, the holder may elect to convert this Warrant or
any portion thereof (the  "Conversion  Right") into shares of Common Stock,  the
aggregate  value of which  shares shall be equal to the value of this Warrant or
the portion thereof being  converted.  The Conversion  Right may be exercised by
the holder by surrender of this Warrant at the  principal  office of the Company
together with notice of the holder's intention to exercise the Conversion Right,
in which event the  Company  shall issue to the holder a number of shares of the
Company's Common Stock computed using the following formula:

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

Where:    X = The number of shares of Common Stock to be issued to the holder.

          Y = The number of shares of Common Stock purchasable under this
              Warrant subject to the exercise election.

          A = The fair market value of one share of the Company's Common Stock.

          B = Exercise Price.

               (b) For purposes of this Section 2.3, the "fair market value" per
share of the Company's Common Stock shall mean:

                    (i) If the Conversion  Right is exercised in connection with
and contingent upon the Company's initial public offering,  and if the Company's
registration  statement relating to such offering has been declared effective by
the  Securities  and  Exchange  Commission,  then the initial  "Price to Public"
specified in the final prospectus with respect to such offering;  or

                                        2
<PAGE>
                    (ii) If the Conversion  Right is not exercised in connection
with and contingent upon the Company's initial public offering, then as follows:

                         (A)  If  the  Common  Stock  is  traded  on a  national
     securities  exchange or admitted to unlisted trading  privileges on such an
     exchange,  or is listed on the Nasdaq National Market (the "National Market
     System"),  the fair market value shall be the average of the last  reported
     sale prices of the Common Stock on such exchange or on the Nasdaq  National
     Market on the last ten (10)  trading  days (or all such  trading  days such
     Common  Stock has been  traded if fewer  than 10 trading  days)  before the
     effective  date of exercise of the  Conversion  Right or if no such sale is
     made on any such day, the mean of the closing bid and asked prices for such
     day on such exchange or on the Nasdaq National Market;

                         (B) If the Common Stock is not so listed or admitted to
     unlisted trading privileges,  the fair market value shall be the average of
     the means of the last bid and asked  prices  reported  on the last ten (10)
     trading days (or all such trading days such Common Stock has been traded if
     fewer than 10 trading  days)  before  the date of the  election  (1) by the
     Nasdaq  Stock  Market or (2) if reports are  unavailable  under  clause (1)
     above, by the National Quotation Bureau Incorporated; and

                         (C) If the Common Stock is not so listed or admitted to
     unlisted trading privileges and bid and asked prices are not reported,  the
     fair market  value  shall be the price per share  which the  Company  could
     obtain from a willing buyer for shares sold by the Company from  authorized
     but unissued shares,  as such price shall be determined by mutual agreement
     of the Company and the holder of this Warrant.

     3.   STOCK FULLY PAID; RESERVATION OF SHARES. All Shares that may be issued
upon the exercise of this Warrant shall, upon issuance, be validly issued, fully
paid and nonassessable,  and free from all taxes, liens and charges with respect
to the issue  thereof.  During  the period  within  which  this  Warrant  may be
exercised,  the Company will at all times have duly authorized and reserved, for
the purpose of issuance upon exercise of this  Warrant,  a sufficient  number of
shares of Common Stock issuable upon exercise thereof).

     4.   NOTICES OF RECORD DATE. In the event of any taking by the Company of a
record of its shareholders  for the purpose of determining  shareholders who are
entitled to receive payment of any dividend or other distribution,  any right to
subscribe for, purchase or otherwise acquire any share of any class or any other
securities  or property,  or to receive any other  right,  or for the purpose of
determining  shareholders  who  are  entitled  to vote in  connection  with  any
proposed  merger  or  consolidation  of the  Company  with  or  into  any  other
corporation,  or any proposed sale,  lease or conveyance of all or substantially
all of the assets of the Company,  or any proposed  liquidation,  dissolution or
winding up of the Company, then, in connection with each such event, the Company
shall mail to the holder of this Warrant at least twenty (20) days prior written
notice of the date on which any such  record is to be taken for the  purpose  of
such dividend,  distribution,  right(s) or vote of the  shareholders.  Each such
written  notice shall  specify the amount and  character  of any such  dividend,
distribution or right(s),  and shall set forth, in reasonable detail, the matter
requiring any such vote of the shareholders.

                                        3
<PAGE>
     5.   FRACTIONAL SHARES. No fractional shares of Common Stock will be issued
in connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall round up to the nearest full share.

     6.   COMPLIANCE WITH  SECURITIES  ACT;  DISPOSITION OF WARRANT OR SHARES OF
          COMMON STOCK.

          (a) COMPLIANCE  WITH  SECURITIES  ACT. The holder of this Warrant,  by
acceptance  hereof,  agrees  that this  Warrant and the Shares to be issued upon
exercise  hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon
exercise hereof except under  circumstances which will not result in a violation
of the Securities  Act. This Warrant and all Shares issued upon exercise of this
Warrant  (unless  registered  under the  Securities  Act)  shall be  stamped  or
imprinted with a legend in substantially the following form:

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED  WITHOUT (I)
          AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO, (II) AN OPINION
          OF COUNSEL FOR THE HOLDER THAT SUCH  REGISTRATION  IS NOT  REQUIRED OR
          (III) RECEIPT OF A NO-ACTION  LETTER FROM THE  SECURITIES AND EXCHANGE
          COMMISSION  TO THE  EFFECT  THAT  REGISTRATION  UNDER  THE  ACT IS NOT
          REQUIRED.

          (b) DISPOSITION OF WARRANT AND SHARES. With respect to any offer, sale
or other  disposition  of this  Warrant or any Shares  acquired  pursuant to the
exercise of this Warrant prior to  registration  thereof,  the holder hereof and
each  subsequent  holder of this Warrant  agrees to give  written  notice to the
Company prior thereto,  describing  briefly the manner thereof,  together with a
written  opinion  of such  holder's  counsel,  if  reasonably  requested  by the
Company,  to the  effect  that  such  offer,  sale or other  disposition  may be
effected without registration or qualification (under the Securities Act as then
in effect or any  federal or state law then in  effect) of this  Warrant or such
Shares and indicating  whether or not under the Securities Act  certificates for
this  Warrant or such  Shares to be sold or  otherwise  disposed  of require any
restrictive legend as to applicable  restrictions on transferability in order to
insure  compliance with the Securities Act. Each certificate  representing  this
Warrant  or the  Shares or Common  Stock  thus  transferred  (except a  transfer
pursuant to Rule 144) shall bear a legend as to the applicable  restrictions  on
transferability in order to insure compliance with the Securities Act unless, in
the aforesaid opinion of counsel for the holder,  such legend is not required in
order to  insure  compliance  with the  Securities  Act.  Nothing  herein  shall
restrict  the  transfer  of this  Warrant or any  portion  hereof by the initial
holder hereof to any partnership  affiliated with the initial holder,  or to any
partner of any such partnership provided such transfer may be made in compliance
with applicable  federal and state  securities  laws. The Company may issue stop
transfer  instructions  to its transfer  agent in connection  with the foregoing
restrictions.

                                        4
<PAGE>
     7.   RIGHTS AS SHAREHOLDERS; INFORMATION.

          7.1  SHAREHOLDER RIGHTS. Except as set forth herein, no holder of this
Warrant,  as such,  shall be  entitled  to vote  upon any  matter  submitted  to
shareholders  at any meeting  thereof,  or to receive notice of meetings,  or be
deemed the holder of Common Stock until this Warrant  shall have been  exercised
and the Shares purchasable upon such exercise shall have become deliverable,  as
provided herein.

     8.   REPRESENTATIONS  AND WARRANTIES.  This Warrant is issued and delivered
on the basis of the following:

          (a)  This Warrant has been duly authorized,  executed and delivered by
the Company and  constitutes  the valid and binding  obligation  of the Company,
enforceable in accordance with its terms;

          (b)  The Shares have been duly authorized and reserved for issuance by
the  Company  and,  when issued in  accordance  with the terms  hereof,  will be
validly issued, fully paid and nonassessable;

          (c)  The execution  and delivery of this Warrant,  the issuance of the
Shares upon exercise of this Warrant in accordance with the terms hereof and the
compliance by the Company with the provisions hereof (i) are not and will not be
inconsistent  with the  Company's  Charter or  Bylaws,  (ii) do not and will not
contravene  any  law,  governmental  rule  or  regulation,   judgment  or  order
applicable  to the  Company,  and  (iii)  do not and  will  not  contravene  any
provision of, or constitute a default under, any indenture,  mortgage,  contract
or other  instrument  of which the Company is a party or by which it is bound or
require the consent or  approval  of, the giving of notice to, the  registration
with or the taking of any action in  respect  of or by,  any  Federal,  state or
local government authority or agency or other person.

     9.   MODIFICATION AND WAIVER.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

     10.  NOTICES.  Any notice,  request or other document required or permitted
to be given or delivered to the holder  hereof or the Company shall be delivered
or sent to each such  holder at its address as shown on the books of the Company
or to the Company at the address  indicated  therefor on the  signature  page of
this  Warrant  and shall be deemed  received  by the holder  upon the earlier of
actual  receipt or, if sent by certified mail (postage  prepaid),  five (5) days
after deposit in the U.S. mail.

                                        5
<PAGE>
     11.  BINDING EFFECT ON  SUCCESSORS.  This Warrant shall be binding upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets.  All of the obligations of the
Company  relating to the Shares shall  survive the exercise and  termination  of
this Warrant.  All of the covenants and agreements of the Company shall inure to
the  benefit of the  successors  and assigns of the holder  hereof.  The Company
will,  at the time of the exercise of this  Warrant,  in whole or in part,  upon
request  of the holder  hereof  but at the  Company's  expense,  acknowledge  in
writing its continuing  obligation to the holder hereof in respect of any rights
to which the holder hereof shall  continue to be entitled after such exercise in
accordance with this Warrant; provided, that the failure of the holder hereof to
make any such request shall not affect the continuing  obligation of the Company
to the holder hereof in respect of such rights.

     12.  LOST  WARRANTS OR STOCK  CERTIFICATES.  The Company  covenants  to the
holder  hereof that upon  receipt of  evidence  reasonably  satisfactory  to the
Company of the loss,  theft,  destruction,  or mutilation of this Warrant or any
stock  certificate  issued upon  exercise  thereof  and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the  Company,  or in the  case of any  such  mutilation  upon  surrender  and
cancellation  of such Warrant or stock  certificate,  the Company shall make and
deliver  a new  Warrant  or  stock  certificate  in  lieu of the  lost,  stolen,
destroyed or mutilated Warrant or stock certificate.

     13.  NO  IMPAIRMENT.  The Company  will not, by amendment of its Charter or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying  out of all the  provisions  of this Warrant 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.

     14.  DESCRIPTIVE   HEADINGS.   The  descriptive  headings  of  the  several
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute a part of this Warrant.

     15.  RECOVERY OF LITIGATION  COSTS. If any legal action or other proceeding
is  brought  for the  enforcement  of this  Warrant,  or  because  of an alleged
dispute,  breach,  default, or  misrepresentation  in connection with any of the
provisions of this Warrant,  the successful or prevailing party or parties shall
be entitled to recover  reasonable  attorneys'  fees and other costs incurred in
that action or  proceeding,  in addition to any other relief to which it or they
may be entitled.

                                        6
<PAGE>
     16.  GOVERNING  LAW.  THIS  WARRANT  SHALL BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF NEW YORK.


Date: March 31, 2002                    CompuPrint, Inc.,
                                        a North Carolina corporation


                                        By:
                                            ------------------------------------
                                            David R. Allison
                                            President
                                            2457 Industrial Park Road
                                            Lincolnton, North Carolina 28092

                                        7
<PAGE>
                                   EXHIBIT A-1

                               NOTICE OF EXERCISE


To:  CompuPrint, Inc.

     1.   The undersigned hereby:

          [ ]  elects to  purchase  _______________  shares  of Common  Stock of
               CompuPrint,  Inc.  pursuant to the terms of the attached Warrant,
               and tenders herewith payment of the purchase price of such shares
               in full; or

          [ ]  elects to exercise  its net issuance  rights  pursuant to Section
               2.3 of the attached Warrant with respect to ______________ shares
               of Common Stock of CompuPrint, Inc.

     2.   Please issue a certificate or certificates representing said shares in
the name of the  undersigned  or in such  other  name or names as are  specified
below:


               __________________________________________________
                                     (NAME)

               __________________________________________________
                                    (ADDRESS)

               __________________________________________________
                                    (ADDRESS)

     3.   The  undersigned  represents  that  the  aforesaid  shares  are  being
acquired for the account of the  undersigned  for investment and not with a view
to, or for resale in  connection  with,  the  distribution  thereof and that the
undersigned has no present intention of distributing or reselling such shares.


________________________
       (DATE)


                                        ________________________________________
                                                      (SIGNATURE)