THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

                  DATALOGIC INTERNATIONAL, INC.
                             FORM OF
              CLASS B COMMON STOCK PURCHASE WARRANT

                                                            Warrant No.: ____

                        ____________, 2006

      THIS CERTIFICATE certifies that ____________________, having an address
at ______________________________________, or permitted assignees is the
registered holder (the "Holder") of this Class B Common Stock Purchase Warrant
(the "Warrant") to purchase shares of the common stock, $.001 par value per
share (the "Common Stock"), of DataLogic International, Inc., a corporation
duly organized and validly existing under the laws of the State of Delaware
(the "Company").  This Warrant has been issued to the Holder in connection
with the private placement of securities offered pursuant to the securities
Purchase Agreement dated as of May __, 2006 (together with all documents and
filings attached thereto, the "Offering Documents").

      FOR VALUE RECEIVED, the Company hereby certifies that the Holder is
entitled to purchase from the Company ____________ duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock (the "Warrant
Shares") at a purchase price per share equal to $0.45 (the "Warrant Price"),
and subject to the terms, conditions and adjustments set forth below in this
Warrant and in the Offering Documents.  The person or entity in whose name
this Warrant is registered on the records of the Company regarding
registration and transfers of this Warrant (the "Warrant Register") is the
owner and holder thereof for all purposes, except as described in Section 6
hereof.

      1.    Vesting of Warrant.  This Warrant shall vest and become
exercisable on the six month anniversary of the Closing Date (as defined in
the Offering Documents) ("Vesting Date").

      2.    Expiration of Warrant.  This Warrant shall expire at 5:00 p.m.,
New York local time, on May [__], 2011, which is the five year anniversary of
the Vesting Date (the "Expiration Date").

      3.    Exercise of Warrant.  This Warrant shall be exercisable pursuant
to the terms of Section 1 and this Section 3 hereof.


<PAGE>

            3.1    Manner of Exercise.  This Warrant may only be exercised by
the Holder hereof, in accordance with the terms and conditions hereof, in
whole or in part with respect to any portion of this Warrant, into shares of
Common Stock, during normal business hours on any day other than a Saturday or
a Sunday or a day on which commercial banking institutions in New York, New
York are authorized by law to be closed (a "Business Day") on or prior to the
Expiration Date with respect to such portion of this Warrant, by surrender of
this Warrant to the Company at its office maintained pursuant to Section
8.2(a) hereof, accompanied by an exercise notice in substantially the form
attached to this Warrant as Exhibit A  duly executed by or on behalf of the
Holder together with  (a) or (b) below:

            (a) the payment of the Warrant Price in cash; or

            (b) (i)  In the event that a registration statement covering the
resale of the shares of Common Stock underlying this Warrant has not been
declared effective within one year from the date of this Warrant, the Holder
may, at its option, elect to exercise this Warrant, in whole or in part and at
any time or from time to time until such registration statement has been
declared effective (which shall remain effective for a period of at least 90
days), on a cashless basis, by surrendering this Warrant, with the purchase
form attached to this Warrant as Exhibit A duly executed by or on behalf of
the Holder, at the principal office of the Company, or at such other office or
agency as the Company may designate, by canceling a portion of this Warrant in
payment of the Warrant Price payable in respect of the number of Warrant
Shares purchased upon such exercise.  In the event of an exercise pursuant to
this subsection 3.1(b), the number of Warrant Shares issued to the Holder
shall be determined according to the following formula:

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

           Where:  X = the number of Warrant Shares that shall be issued to
                       the Holder;
                   Y = the number of Warrant Shares for which this Warrant is
                       being exercised (which shall include both the number of
                       Warrant Shares issued to the Holder and the number of
                       Warrant Shares subject to the portion of the Warrant
                       being cancelled in payment of the Warrant Price);
                   A = the Fair Market Value (as defined below) of one share
                       of Common Stock; and
                   B = the Warrant Price then in effect.

                (ii)  The Fair Market Value per share of Common Stock shall be
determined as follows:

                                2

<PAGE>


                     (1) If the Common Stock is listed on a national
securities exchange, the Nasdaq National Market, the OTC Bulletin Board or
another nationally recognized trading system as of the Exercise Date, as
defined below, the Fair Market Value per share of Common Stock shall be deemed
to be the average of the high and low reported sale prices per share of Common
Stock thereon on the trading day immediately preceding the Exercise Date, as
defined below, (provided that if the Common Stock is not so listed on such
day, the Fair Market Value per share of Common Stock shall be determined
pursuant to clause (2) below).

                     (2) If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market, the OTC Bulletin Board or
another nationally recognized trading system as of the Exercise Date, as
defined below, the Fair Market Value per share of Common Stock shall be deemed
to be the amount most recently determined by the Board of Directors of the
Company or an authorized committee of the Board of Directors of the Company
(the "Board") to represent the fair market value per share of the Common Stock
(including without limitation a determination for purposes of granting Common
Stock options or issuing Common Stock under any plan, agreement or arrangement
with employees of the Company); and, upon request of the Holder, the Board (or
a representative thereof) shall, as promptly as reasonably practicable but in
any event not later than 15 days after such request, notify the Holder of the
Fair Market Value per share of Common Stock.  Notwithstanding the foregoing,
if the Board has not made such a determination within the three-month period
prior to the Exercise Date, as defined below, then (A) the Board shall make,
and shall provide or cause to be provided to the Holder notice of, a
determination of the Fair Market Value per share of the Common Stock within 15
days of a request by the Holder that it do so, and (B) the exercise of this
Warrant pursuant to this subsection 3.1(b) shall be delayed until such
determination is made and notice thereof is provided to the Holder.

            3.2    When Exercise Effective.  Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of
business on the Business Day on which this Warrant shall have been surrendered
to the Company as provided in Section 3.1 hereof ("Exercise Date"), and, at
such time, the corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or a governmental
agency (a "Person" or the "Persons") in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon exercise as
provided herein  shall be deemed to have become the holder or holders of
record thereof.

            3.3    Delivery of Stock Certificates.  As soon as practicable
after each exercise of this Warrant, in whole or in part, and in any event
within three (3) Business Days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof or, subject to
Section 6 hereof, as the Holder (upon payment by the Holder of any applicable
transfer taxes) may direct:

            (a) a certificate or certificates (with appropriate restrictive
legends, as applicable) for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock to which the Holder shall
be entitled upon exercise plus, in lieu of any fractional share to which the
Holder would otherwise be entitled, all issuances of Common Stock shall be
rounded up to the nearest whole share.

                                3

<PAGE>


            (b) in case exercise is in part only, a new Warrant of like tenor,
dated the date hereof and calling in the aggregate on the face thereof for the
number of shares of Common Stock equal to the number of shares called for on
the face of this Warrant minus the number of shares designated by the Holder
upon exercise as provided in Section 3.1 hereof (without giving effect to any
adjustment thereof).

            3.4   Shares to be Fully Paid; Reservation of Shares.  The Company
covenants and agrees that all shares of Common Stock which may be issued upon
the exercise of rights presented by this Warrant will, upon issuance by the
Company, be validly issued, fully paid and nonassessable, and free from
preemptive rights and free from all taxes, liens and charges with respect
thereto.  The Company further covenants and agrees that, from and after the
date of issuance of the Warrant and during the period within which the rights
represented by this Warrant may be exercised, the Company will at all times
have authorized, and reserve, free from preemptive rights, out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.

            3.5  Company to Reaffirm Obligations.  The Company will, at the
time of each exercise of this Warrant, upon the written request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to the
Holder all rights (including without limitation any rights to registration of
the shares of Common Stock issued upon exercise) to which the Holder shall
continue to be entitled after exercise in accordance with the terms of this
Warrant; provided, however, that if the Holder shall fail to make a request,
the failure shall not affect the continuing obligation of the Company to
afford the rights to such Holder.

      4.    Anti-dilution Adjustment.

            4.1    Stock Dividends, Stock Splits, Etc.   If the Company
declares or pays a dividend on its Common Stock payable in Common Stock or
other securities, or subdivides the outstanding Common Stock into a greater
amount of Common Stock, then upon exercise of this Warrant, for each Warrant
Share acquired, Holder shall receive, without cost to Holder, the total number
and kind of securities to which Holder would have been entitled had Holder
owned the Warrant Shares of record as of the date the dividend or subdivision
occurred.

              4.2      Reclassifications, Exchange or Substitution.  Upon any
reclassification, exchange, substitution, or other event that results in a
change of the number and/or class of the securities issuable upon exercise of
this Warrant, Holder shall be entitled to receive, upon exercise of this
Warrant, the number and kind of securities and property that Holder would have
received for the Warrant Shares if this Warrant had

                                4

<PAGE>

been exercised immediately before such reclassification, exchange,
substitution, or other event.  The Company or its successor shall promptly
issue to Holder a new Warrant for such new securities or other property.  The
new Warrant shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 4.2,
including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new Warrant.
The provisions of this Section 4.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.

            4.3   Adjustments for Combinations, Etc.   If the outstanding
shares of Common Stock are combined or consolidated, by reclassification or
otherwise, into a lesser number of shares, the Warrant Price shall be
proportionately increased.

            4.4   Merger or Consolidation.   In case of any consolidation of
the Company with, or merger of the Company into any other corporation, or in
the case of any sale or conveyance of all or substantially all of the assets
of the Company other than in connection with a plan of complete liquidation of
the Company, then as a condition of such consolidation, merger or sale or
conveyance, adequate provision will be made whereby the registered holder of
the Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the shares of Common Stock immediately theretofore subject
to acquisition upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in
exchange for the number of shares of Common Stock immediately theretofore
subject to acquisition and receivable upon exercise of this Warrant had such
consolidation, merger or sale or conveyance not taken place.  In any such
case, the Company will make appropriate provision to insure that the
provisions of this Section 4 hereof will thereafter be applicable as nearly as
may be in relation to any shares of stock or securities thereafter deliverable
upon the exercise of this Warrant.

            4.5   Adjustment of Warrant Price.

            (a)   Except as otherwise hereinafter provided in Section 4.6, in
the event that the Company shall, at any time prior to the first anniversary
of the date hereof , sell any shares of Common Stock for a consideration per
share less than the Warrant Price, or issue any options, rights or warrants to
purchase Common Stock or issue any securities convertible into or exchangeable
for Common Stock at an exercise or conversion price below the Warrant Price
(such lower per share Common Stock sale price and/or derivative security
exercise or conversion price below the Warrant Price being referred to as the
"Lowered Warrant Price"), then the Warrant Price for the exercise of all
Warrant Shares hereunder shall immediately be changed to the Lowered Warrant
Price.

            (b)  Except as otherwise hereinafter provided in Section 4.6, in
the event that the Company shall, at anytime after the first anniversary of
the date hereof, issue or sell any shares of Common Stock or issue any
options, rights or warrants to purchase Common Stock or issue any securities
convertible into or exchangeable for Common Stock at the Lowered Warrant
Price, then the Warrant Price shall (until another such


                                5

<PAGE>


issuance or sale) be reduced to the price (calculated to the nearest full
cent) equal to the quotient derived by dividing (A) an amount equal to the sum
of (X) the product of (a) the Warrant Price in effect immediately prior to
such issuance or sale, multiplied by (b) the total number of shares of Common
Stock outstanding immediately prior to such issuance or sale, plus (Y) the
aggregate of the amount of all consideration received by the Company upon such
issuance or sale, by (B) the total number of shares of Common Stock
outstanding immediately after such issuance or sale; provided, however, that
in no event shall the Warrant Price be adjusted pursuant to this computation
to an amount in excess of the Warrant Price in effect immediately prior to
such computation.

            4.6   Exceptions.   No adjustment to the Warrant Price shall be
made pursuant to Section 4.5 with respect to (i) the issuance or sale of this
Warrant or Warrant Shares, or other Warrants and Warrant Shares issued in
connection herewith, or shares of Common Stock issuable upon exercise of other
options, warrants and convertible securities outstanding as of the date
hereof, or (ii) the issuance or sale of any shares of capital stock, or the
grant of options exercisable therefore, issued or issuable after the date of
this Warrant, to directors, officers, employees, advisers and consultants of
the Company or any subsidiary pursuant to any incentive or non-qualified stock
option plan or agreement, stock purchase plan or agreement, employee stock
ownership plan (ESOP), or such other similar compensatory options, issuances,
arrangements or plans approved by the Company's Board of Directors, or (iii)
the issuance or sale of any shares of capital stock, or the grant of options
or warrants exercisable therefore, issued or issuable after the date of this
Warrant, in consideration of any acquired business or non-cash assets.


            4.7    Notice of Adjustments.  Upon any adjustment of the terms of
this Warrant pursuant to this Section 4, then and in each such case the
Company shall promptly deliver a notice to the registered Holder of this
Warrant, which notice shall state the Warrant Price resulting from such
adjustment and the changes, if any, in the number of Warrant Shares or kind of
securities or other property purchasable at such price upon the exercise
hereof, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

            4.8   Adjustment in Number of Securities.  Upon each adjustment of
the Warrant Price pursuant to the provisions of this Section 4, the number of
securities issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Warrant Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment
and dividing the product so obtained by the adjusted Warrant Price.

            4.9   No Fractional Shares.   No fractional shares shall be
issuable upon exercise of this Warrant and the number of Warrant Shares to be
issued shall be rounded down to the nearest whole share.

                                6

<PAGE>

     5.     Reservation of Shares.  The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, free
from all taxes, liens and charges with respect to the issue thereof and not be
subject to preemptive rights or other similar rights of stockholders of the
Company, solely for the purpose of issuing the shares of Common Stock
underlying this Warrant, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the issuance or exercise thereof,
and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to issue the Common Stock and effect the
exercise of this Warrant, in addition to such other remedies as shall be
available to Holder, the Company shall take such corporate action as may, in
the opinion of its counsel, be necessary to increase the number of authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including without limitation, using its best
efforts to obtain the requisite stockholder approval necessary to increase the
number of authorized shares of the Company's Common Stock.  All shares of
Common Stock issuable upon exercise of this Warrant shall be duly authorized
and, when issued upon exercise, shall be validly issued and, in the case of
shares, fully paid and nonassessable and free from preemptive rights and free
from taxes, liens and charges with respect thereto.

      6.    No Impairment.  The Company will not, by amendment of its charter
or through reorganization, consolidation, merger, dissolution, sale of assets
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant but will at all times carry
out all such terms and take all such action as may be reasonably necessary or
appropriate in order to protect the rights of the holder of this Warrant
against impairment.

      7.    Restrictions on Transfer.

            7.1             Restrictive Legends.  This Warrant and each
Warrant issued upon transfer or in substitution for this Warrant pursuant to
Section 7, each certificate for Common Stock issued upon the exercise of any
Warrant and each certificate issued upon the transfer of any such Common Stock
shall be transferable only upon satisfaction of the conditions specified in
this Section 7 and Section 8.4.  Each of the foregoing securities shall be
stamped or otherwise imprinted with a legend reflecting the restrictions on
transfer set forth in Section 7 and Section 8.4 hereof and any restrictions
required under the Securities Act of 1933, as amended (the "Act").

            7.2   Notice of Proposed Transfer; Opinion of Counsel.  Subject to
compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a
"Transferor"). On the surrender for exchange of this Warrant, with the
Transferor's endorsement in the form of Exhibit B attached hereto (the
"Transferor Endorsement Form") and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this Warrant will
be in compliance with applicable securities laws, the Company at its expense,
twice, only, but with payment by the Transferor of any applicable transfer
taxes, will issue and deliver to or on the order of the Transferor thereof a
new Warrant or Warrants of like tenor, in the name of the Transferor and/or
the transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the


                                7

<PAGE>


face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.  No such
transfers shall result in a public distribution of the Warrant.

            7.3   Termination of Restrictions. The restrictions imposed by
this Section 7 upon the transferability of Restricted Securities shall cease
and terminate as to any particular Restricted Securities: (a) which Restricted
Securities shall have been effectively registered under the Act, or (b) when,
in the opinions of both counsel for the Holder thereof and counsel for the
Company, such restrictions are no longer required in order to insure
compliance with the Act or Section 8 hereof.  Whenever such restrictions shall
cease and terminate as to any Restricted Securities, the Holder thereof shall
be entitled to receive from the Company, without expense (other than
applicable transfer taxes, if any), new securities of like tenor not bearing
the applicable legends required by Section 7.1 hereof.

      8.    Ownership, Transfer and Substitution of Warrant.

            8.1   Ownership of Warrant.  The Company may treat the person in
whose name this Warrant is registered in the Warrant Register maintained
pursuant to Section 8.2(b) hereof as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that, if and when
any Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary.  Subject to Section 7
hereof, this Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.

            8.2   Office; Transfer and Exchange of Warrant.

            (a)   The Company will maintain as principal offices at 18301 Von
Karman Avenue, Suite 250, Irvine, California 92612 as the office where
notices, presentations and demands in respect of this Warrant may be made upon
it until the Company notifies the holder of this Warrant of any change of
location of the office.

            (b)   The Company shall cause to be kept at its office maintained
pursuant to Section 8.2(a) hereof a Warrant Register for the registration and
transfer of this Warrant.  The names and addresses of holders of this Warrant,
the transfers thereof and the names and addresses of transferees of this
Warrant shall be registered in such Warrant Register.  The Person in whose
name any Warrant shall be so registered shall be deemed and treated as the
owner and holder thereof for all purposes of this Warrant, and the Company
shall not be affected by any notice or knowledge to the contrary.

            (c)   Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the Company
maintained pursuant to Section 8.2(a) hereof, the Company at its expense will
(subject to compliance with Section 8 hereof, if applicable) execute and
deliver to or upon the order of the Holder thereof a new Warrant of like
tenor, in the name of such holder or as such holder (upon


                                8

<PAGE>


payment by such holder of any applicable transfer taxes) may direct, calling
in the aggregate on the face thereof for the number of shares of Common Stock
called for on the face of this Warrant so surrendered.

            8.3   Replacement of Warrant.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, upon delivery of indemnity reasonably satisfactory to the Company in
form and amount or, in the case of any mutilation, upon surrender of this
Warrant for cancellation at the office of the Company maintained pursuant to
Section 8.2(a) hereof, the Company at its expense will execute and deliver, in
lieu thereof, a new Warrant of like tenor and dated the date hereof.

            8.4   Restrictions on Transfer.  In addition to the restrictions
on transfer set forth in Section 7 hereof, neither this Warrant nor any
portion of this Warrant may be transferred without the consent of the Company.

      9.    No Rights or Liabilities as Stockholder.  No Holder shall be
entitled to vote or receive dividends or be deemed the holder of any shares of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until
this Warrant shall have been exercised and the shares of Common Stock
purchasable upon the exercise hereof shall have become deliverable, as
provided herein.  The Holder will not be entitled to share in the assets of
the Company in the event of a liquidation, dissolution or the winding up of
the Company.

      10.   Notices of Record Date, Etc.  In case the Company shall take a
record of the holders of its Common Stock (or other stock or securities at the
time deliverable upon the exercise of this Warrant) for the purpose of
entitling or enabling them to receive any dividend or other distribution, or
to receive any right to subscribe for or purchase any shares of stock of any
class or any other securities, or to receive any other right; or of any
capital reorganization of the Company, any reclassification of the capital
stock of the Company, any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity), or any transfer of all or substantially all of the
assets of the Company; or of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the registered holder of this
Warrant a notice specifying, as the case may be: (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right,
or (ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation


                                9

<PAGE>

or winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock (or such other stock or securities
at the time deliverable upon the exercise of this Warrant) shall be entitled
to exchange their shares of Common Stock (or such other stock or securities)
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up.  Such notice shall be mailed at least ten (10) days prior to the
record date or effective date for the event specified in such notice unless
such prior notice is waived by the registered holder of this Warrant.

      11.   Notices.  Any notice or other communication in connection with
this Warrant shall be deemed to be given if in writing (or in the form of a
facsimile) addressed as hereinafter provided and actually delivered at said
address: (a) if to any Holder, at the registered address of such holder as set
forth in the Warrant Register kept at the office of the Company maintained
pursuant to Section 8.2(a) hereof, or (b) if to the Company, to the attention
of its Chief Financial Officer at its office maintained pursuant to Section
8.2(a) hereof; provided, however, that the exercise of any Warrant shall be
effective in the manner provided in Section 3 hereof.

      12.   Payment of Taxes.  The Company will pay all documentary stamp
taxes attributable to the issuance of shares of Common Stock underlying this
Warrant upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the registration of any certificate for shares of Common
Stock underlying this Warrant in a name other that of the Holder.  The Holder
is responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.

      13.   Warrant Agent.  The Company shall serve as warrant agent under
this Warrant.  Upon thirty (30) days notice to the Holder, the Company may
appoint a new warrant agent.  Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party
or any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services business
shall be successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

      14.   Miscellaneous.  This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware.  The
section headings in this Warrant are for purposes of convenience only and
shall not constitute a part hereof.


                                10

<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be duly executed as of the date first above written.

                 DATALOGIC INTERNATIONAL, INC.



                 By:  _________________________
                 Name:
                 Title:



                                11

<PAGE>


                            EXHIBIT A

                          PURCHASE FORM


To: DataLogic International, Inc.                          Dated:____________

     The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby elects to purchase (check applicable box):

     _________ shares of the Common Stock of DataLogic International, Inc.
covered by such Warrant; or

     the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in subsection 3.1(b).

     The undersigned herewith makes payment of the full Warrant Price for such
shares at the price per share provided for in such Warrant.  Such payment
takes the form of (check applicable box or boxes):

     $______ in lawful money of the United States; and/or

     the cancellation of such portion of the attached Warrant as is
exercisable for a total of _____ Warrant Shares (using a Fair Market Value of
$_____ per share for purposes of this calculation) ; and/or

     the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 3.1(b), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 3.1(b).

                  ________________________________________
                  Print or Type Name

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


                  ________________________________________
                  (Street Address)


                  ________________________________________
                  (City)            (State)      (Zip Code)



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<PAGE>


                            EXHIBIT B



                  FORM OF TRANSFEROR ENDORSEMENT
            (To be signed only on transfer of Warrant)

      For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of DATALOGIC INTERNATIONAL, INC. to which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the
books of DATALOGIC INTERNATIONAL, INC. with full power of substitution in the
premises.

Transferees                Percentage Transferred         Number Transferred
______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________


Dated:  ______________, ___________    ______________________________________
                                       (Signature must conform to name of
                                        holder specified on the face of
                                        the warrant)
Signed in the presence of:
___________________________________    _______________________________________
    (Name)                             _______________________________________

                                               (address)

ACCEPTED AND AGREED:                    ______________________________________
[TRANSFEREE]                            ______________________________________
                                               (address)
____________________________________
    (Name)




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