NEITHER THIS  WARRANT,  NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE
HEREOF,  HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE  TRANSFERRED UNLESS (I) A REGISTRATION  STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE  WITH  REGARD  THERETO OR (II) IN THE  OPINION  OF COUNSEL  REASONABLY
ACCEPTABLE  TO THE  COMPANY,  REGISTRATION  UNDER  THE  SECURITIES  ACT AND SUCH
APPLICABLE  STATE  SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.

                                  COMMON STOCK
                                PURCHASE WARRANT

                          For the Purchase of Shares of

                                 Common Stock of

                        DIMENSIONAL VISIONS INCORPORATED

                          (Par Value $0.001 Per Share)

             (Incorporated under the Laws of the State of Delaware)

                  VOID AFTER 5:00 P.M. PST ON FEBRUARY 28, 2001

                 Date of Original Issuance: ______________, 1998

         This is to certify that, for value received, __________________________
or  assigns  (the  "Warrantholder"),  is  entitled,  subject  to the  terms  and
conditions  hereinafter  set  forth,  at any time and on or  before  5:00  P.M.,
Pacific  Standard  Time, on February 28, 2001, but not  thereafter,  to purchase
_______ shares of common stock, par value $0.001 per share (the "Common Stock"),
of DIMENSIONAL  VISIONS  INCORPORATED  (the "Company") for the Warrant Price (as
defined below),  and to receive a certificate or certificates  for the shares of
Common Stock so purchased.

         1. TERMS AND EXERCISE OF WARRANTS.

                  (a) EXERCISE PERIOD. Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time during the period (the "Exercise
Period") commencing on the date hereof and ending at 5:00 P.M., Pacific Standard
Time, on February 28, 2001 (the "Termination Date"), or if such date is a day on
which banking  institutions  are  authorized  by law to close,  then on the next
succeeding day which shall not be such a day, to purchase from the Company up to
the  number of fully paid and  nonassessable  shares of Common  Stock  which the
Warrantholder  may at the time be entitled to purchase pursuant to this Warrant.
Such  shares of Common  Stock and any other  securities  that the Company may be
required by the  operation  of SECTION 3 to issue upon the  exercise  hereof are
referred to hereinafter as the "Warrant Shares."
<PAGE>
                  (b) METHOD OF  EXERCISE.  This  Warrant  shall be exercised by
surrender  of this  Warrant to the Company at its  principal  office in Phoenix,
Arizona,  or at such other  address as the  Company may  designate  by notice in
writing to the  Warrantholder at the address of the  Warrantholder  appearing on
the  books  of the  Company  or such  other  address  as the  Warrantholder  may
designate in writing, together with the form of Election to Purchase included as
EXHIBIT "A" hereto,  duly completed and signed,  and upon payment to the Company
of the  Warrant  Price (as  defined in SECTION  2)  multiplied  by the number of
Warrant  Shares being  purchased  upon such  exercise  (the  "Aggregate  Warrant
Price"),  together with all taxes applicable upon such exercise.  Payment of the
Aggregate Warrant Price shall be made in cash or by certified check or cashier's
check, payable to the order of the Company.

                  (c) PARTIAL  EXERCISE.  This Warrant shall be exercisable,  at
the election of the Warrantholder,  either in full or from time to time in part,
during the Exercise Period.

                  (d)  SHARE  ISSUANCE  UPON  EXERCISE.  Upon the  exercise  and
surrender of this Warrant  certificate  and payment of such Warrant  Price,  the
Company shall issue and cause to be delivered  with all  reasonable  dispatch to
the  Warrantholder,  in such name or names as the Warrantholder may designate in
writing,  a certificate or certificates for the number of full Warrant Shares so
purchased  upon the exercise of the Warrant,  together with cash, as provided in
SECTION 7 hereof,  with  respect  to any  fractional  Warrant  Shares  otherwise
issuable upon such  surrender  and, if  applicable,  the Company shall issue and
deliver a new  Warrant  to the  Warrantholder  for the  number of shares  not so
exercised.  Such certificate or certificates shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of such  Warrant  Shares as of the close of business on the date of the
surrender of the Warrant and payment of the Warrant Price,  notwithstanding that
the certificates  representing  such Warrant Shares shall not actually have been
delivered or that the stock transfer books of the Company shall then be closed.

         2. WARRANT PRICE.

         The price per share at which Warrant Shares shall be purchasable on the
exercise of this  Warrant  shall be $1.50 per share until  February 28, 1999 and
$2.00 per share until  February  28,  2001,  subject to  adjustment  pursuant to
SECTION 3 hereof (originally and as adjusted, the "Warrant Price").

         3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

         The Company  agrees to reserve and shall keep reserved for issuance the
number of shares of Common Stock  issuable upon  exercise of this  Warrant.  The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Warrant  Price  shall be subject to  adjustment  from time to time upon the
happening of certain events, as follows:

                  (a) In case the  Company  shall (1) pay a  dividend  or make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares,  (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by  reclassification of its Common
Stock any shares of capital  stock of the  Company  (other  than a change in par
value,  or from par value to no par value,  or from no par value to par  value),
the Warrant  Price and the number of shares of Common Stock or other  securities
issuable upon exercise of this Warrant in effect immediately prior thereto shall
be adjusted so that the  Warrantholder,  by  operation  of SECTION  3(d) hereof,
shall be entitled  to receive the number of shares  which it would have owned or
have been entitled to receive immediately  following the happening of any of the
events described above, had this Warrant been exercised immediately prior to the
record or effective date thereof.

                                       2
<PAGE>
         An adjustment made pursuant to SECTIONS  3(a)(1)-(4) above shall become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such
dividends or  distributions  are not actually  paid) and shall become  effective
immediately  after the effective date in the case of a subdivision,  combination
or  reclassification.  If, as a result of an  adjustment  made  pursuant to this
paragraph,  the Warrantholder  shall become entitled to receive shares of two or
more  classes of capital  stock of the Company,  the Board of  Directors  (whose
determination  shall be conclusive and shall be evidenced by a resolution) shall
determine  the  allocation  of the adjusted  Warrant  Price between or among the
shares of such classes of capital stock.

                  (b) In case of any  reclassification of the outstanding 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, or as a result of a subdivision,  combination or
stock dividend),  or in case of any consolidation of the Company with, or merger
of the  Company  into,  another  corporation  wherein  the  Company  is not  the
surviving  entity,  or in case of any sale of all, or substantially  all, of the
property,  assets,  business and goodwill of the Company,  the Company,  or such
successor or purchasing  corporation,  as the case may be, shall  provide,  by a
written instrument delivered to the Warrantholder,  that the Warrantholder shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other  equity  securities,  or other  property or assets that
would have been  receivable by such  Warrantholder  upon such  reclassification,
consolidation,  merger or sale, if this Warrant had been  exercised  immediately
prior thereto.  Such  corporation,  which  thereafter  shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for  adjustments to the Warrant Price that shall be as nearly  equivalent as may
be practicable to the adjustments provided for in this SECTION 3.

                  (c) No  adjustment  in the  number of  securities  purchasable
hereunder shall be required unless such adjustment  would require an increase or
decrease of at least one percent (1%) in the number of securities (calculated to
the nearest full share or unit  thereof) then  purchasable  upon the exercise of
this Warrant;  provided,  however,  that any adjustment  which by reason of this
SECTION 3(c) is not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.

                  (d) Whenever the Warrant Price is adjusted as provided in this
SECTION 3, the  number of shares of Common  Stock or other  securities  issuable
upon exercise of this Warrant shall be adjusted  simultaneously,  by multiplying
the number of shares previously  issuable by a fraction,  of which the numerator
shall be the Warrant Price in effect  immediately prior to such adjustment,  and
of which the denominator shall be the Warrant Price as so adjusted.

                  (e) For the purpose of this SECTION 3, the term "Common Stock"
shall mean (i) the class of stock  designated  as Common Stock of the Company at
April 8,  1998,  or (ii) any  other  class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this  SECTION 3, the  Warrantholder  shall  become  entitled to purchase  any
shares of the Company's  capital stock other than Common Stock,  thereafter  the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant  Price of such shares  shall be subject to  adjustment  from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions with respect to the shares contained in this SECTION 3.

                                       3
<PAGE>
                  (f) Whenever the number of shares of Common Stock and/or other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein  provided,  the Company shall cause to be promptly  mailed to
the  Warrantholder  by  first  class  mail,  postage  prepaid,  notice  of  such
adjustment and a certificate of the Company's  chief  financial  officer setting
forth the number of shares of Common Stock and/or other  securities  purchasable
upon the exercise of this Warrant,  the Warrant Price after such  adjustment,  a
brief statement of the facts requiring such  adjustment,  and the computation by
which such adjustment was made.

                  (g)  Irrespective  of any  adjustments in the Warrant Price or
the number or kind of securities  purchasable upon the exercise of this Warrant,
the Warrant  certificate or  certificates  theretofore or thereafter  issued may
continue  to express  the same price or number or kind of  securities  stated in
this Warrant initially issuable hereunder.

         4. REGISTRATION RIGHTS.

                  The Company covenants and agrees as follows:

                  (a) For purposes of this SECTION 4:

                           (i)   The   terms   "register,"    "registered"   and
         "registration" refer to a registration effected by preparing and filing
         a  registration  statement or similar  document in compliance  with the
         Securities  Act, and the  declaration or ordering of  effectiveness  of
         such registration statement or document;

                           (ii) The term "Registrable  Securities" means (A) the
         shares of Common  Stock and the  Warrant  Shares  and (B) any shares of
         Common Stock or other  securities of the Company  issuable with respect
         to the units (the  "Units")  offered  by the  Company  pursuant  to the
         Private  Placement  Memorandum  dated  February 17, 1998, as amended to
         date (the "Private Placement Memorandum"), as a result of a stock split
         or dividend or any sale, transfer,  assignment, or other transaction by
         the Company or a Holder (as defined below)  involving the Units and any
         securities  into which the Units may  thereafter be changed as a result
         of merger,  consolidation,  recapitalization,  or otherwise.  As to any
         particular  Registrable  Securities,  such  securities will cease to be
         Registrable  Securities  when they have been  distributed to the public
         pursuant to an offering  registered under the Securities Act or sold to
         the public through a broker, dealer, or market-maker in compliance with
         Rule 144 under the Securities Act; and

                           (iii) The term  "Holder"  means any person  owning or
         having the right to acquire Registrable Securities.

                  (b) Commencing  promptly  following the final Closing Date (as
defined in the Private Placement Memorandum), the Company shall prepare and file
a registration  statement covering all of the Registrable  Securities as further
provided in SECTION 4(c).

                  (c) To effect the registration of any Registrable  Securities,
the Company shall, as expeditiously as reasonably possible, use its best efforts
to:

                                       4
<PAGE>
                           (i) Prepare and file with the Securities and Exchange
         commission  (the "SEC") a  registration  statement with respect to such
         Registrable  Securities,  cause such  registration  statement to become
         effective,  and keep such  registration  statement  effective until the
         expiration of the Warrants.

                           (ii)  Prepare  and file with the SEC such  amendments
         and supplements to such registration  statement and the prospectus used
         in connection with such  registration  statement as may be necessary to
         comply with the  provisions of the  Securities  Act with respect to the
         disposition of all securities covered by such registration statement.

                           (iii)  Furnish to the Holders  such numbers of copies
         of a prospectus, including a preliminary prospectus, in conformity with
         the  requirements  of the Securities  Act, and such other  documents as
         they may reasonably  request in order to facilitate the  disposition of
         Registrable Securities owned by them.

                           (iv) Register and qualify the  securities  covered by
         such  registration  statement  under such other  securities or blue sky
         laws of the jurisdictions in which the purchasers reside at the time of
         the  issuance  of the Units;  provided  that in no event  shall (A) the
         Company be  required  to qualify to do business in any state or to take
         any action which would  subject it to general or  unlimited  service of
         process  in  any  state  where  it is  not  now  so  subject,  (B)  any
         stockholder  be required to escrow their shares of capital stock of the
         Company,  or (C) the Company or any  stockholder  be required to comply
         with any other requirement which they deem unduly burdensome.

                           (v) In the event of any underwritten public offering,
         enter into and perform its obligations under an underwriting  agreement
         with terms generally  satisfactory to the managing  underwriter of such
         offering.  Each Holder  participating in such  underwriting  shall also
         enter into and perform its obligations under such an agreement.

                  (d) It shall be a condition  precedent to the  obligations  of
the  Company  to take any action  pursuant  to this  SECTION 4 that the  selling
Holders shall furnish to the Company such information regarding themselves,  the
Registrable  Securities  held by them, and the intended method of disposition of
such  securities  as shall be  required  to  effect  the  registration  of their
Registrable Securities.

                  (e) All expenses  incurred in connection with the registration
pursuant to SECTION 4(b) (other than  underwriter's  commissions and fees or any
fees of  others  employed  by a  selling  Holder,  including  attorneys'  fees),
including without  limitation all registration,  filing and qualification  fees,
printers' and  accounting  fees, and fees and  disbursements  of counsel for the
Company, shall be borne by the Company.

                  (f)  With  respect  to the  registration  of  the  Registrable
Securities under this SECTION 4:

                           (i) To the extent  permitted by law, the Company will
         indemnify and hold harmless each Holder,  the officers and directors of
         each Holder,  any  underwriter  (as defined in the Securities  Act) for
         such  Holder and each  person,  if any,  who  controls  such  Holder or
         underwriter  within the meaning of the Securities Act or the Securities
         Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  against any
         losses,  claims,  damages,  or liabilities  (joint or several) to which
         they may become subject under the  Securities  Act, the Exchange Act or
         any state securities law or regulation, insofar as such losses, claims,
         damages, or liabilities (or actions in respect thereof) arise 

                                       5
<PAGE>
         out of or are based upon any of the following statements,  omissions or
         violations  (collectively a "Violation"):  (i) any untrue  statement or
         alleged  untrue   statement  of  a  material  fact  contained  in  such
         registration  statement,  including any preliminary prospectus or final
         prospectus  contained therein or any amendments or supplements thereto,
         (ii) the omission or alleged  omission to state therein a material fact
         required to be stated  therein,  or  necessary  to make the  statements
         therein not misleading,  or (iii) any violation or alleged violation by
         the  Company  of the  Securities  Act,  the  Exchange  Act,  any  state
         securities  law  or  any  rule  or  regulation  promulgated  under  the
         Securities  Act, the Exchange Act or any state  securities law; and the
         Company  will  reimburse   each  such  Holder,   officer  or  director,
         underwriter  or  controlling  person  for any  legal or other  expenses
         reasonably  incurred  by  them  in  connection  with  investigating  or
         defending any such loss, claim, damage, liability, or action; provided,
         however, that the indemnity agreement contained in this SECTION 4(f)(i)
         shall not apply to amounts paid in settlement of any such loss,  claim,
         damage, liability, or action if such settlement is effected without the
         consent  of the  Company  (which  consent  shall  not  be  unreasonably
         withheld),  nor  shall the  Company  be liable in any such case for any
         such loss, claim,  damage,  liability,  or action to the extent that it
         arises out of or is based upon a  Violation  which  occurs in  reliance
         upon and in conformity with written information furnished expressly for
         use  in  connection   with  such   registration  by  any  such  Holder,
         underwriter or controlling person.

                           (ii) To the extent  permitted  by law,  each  selling
         Holder  will  indemnify  and hold  harmless  the  Company,  each of its
         directors and officers,  any  underwriter (as defined in the Securities
         Act) for the Company,  each person, if any, who controls the Company or
         any such  underwriter  within the meaning of the  Securities Act or the
         Exchange  Act,  and  any  other  Holder  selling   securities  in  such
         registration  statement  or any of its  directors  or  officers  or any
         person who controls such Holder, against any losses,  claims,  damages,
         or  liabilities  (or actions in respect  thereto) which arise out of or
         are based upon any  Violation,  in each case to the extent (and only to
         the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
         conformity with written information  furnished by such Holder expressly
         for use in connection with such registration; and each such Holder will
         reimburse  any  legal  or other  expenses  reasonably  incurred  by the
         Company or any such  director,  officer,  any person who  controls  the
         Company, any underwriter or controlling person of any such underwriter,
         any other such Holder,  officer,  director,  or  controlling  person in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability,  or action;  provided,  however, that the indemnity
         agreement contained in this SECTION 4(f)(ii) shall not apply to amounts
         paid in settlement of any such loss, claim, damage, liability or action
         if such settlement is effected without the consent of the Holder (which
         consent shall not be unreasonably withheld),  and provided further that
         the obligations of each selling Holder hereunder shall be limited to an
         amount equal to the proceeds of each such selling  Holder of the shares
         sold by such selling Holder pursuant to such registration.

                           (iii) Promptly after receipt by an indemnified  party
         under this  Section  5(f) of notice of the  commencement  of any action
         (including any governmental  action), such indemnified party will, if a
         claim in respect thereof is to be made against any  indemnifying  party
         under this Section 4(f),  notify the  indemnifying  party in writing of
         the  commencement  thereof  and the  indemnifying  party shall have the
         right to participate in, and, to the extent the  indemnifying  party so
         desires,  jointly with any other  indemnifying party similarly noticed,
         to assume the defense thereof with counsel mutually satisfactory to the
         parties;  provided,  however,  that an indemnified party shall have the
         right to retain its own counsel,  with the fees and expenses to be paid
         by the indemnifying  party, if representation of such indemnified party
         by  the   counsel   retained  by  the   indemnifying   party  would  be
         inappropriate  due to actual or potential  differing  interests between
         such indemnified  party 

                                       6
<PAGE>
         and any other party represented by such counsel in such proceeding. The
         failure to notify an indemnifying party within a reasonable time of the
         commencement  of any such action  shall not relieve  such  indemnifying
         party  of any  liability  that  it may  have to any  indemnified  party
         otherwise than under this SECTION 4(f).

                  (g)  With a view  to  making  available  to  the  Holders  the
benefits of Rule 144 promulgated  under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public  without  registration  or pursuant to a  registration
form which permits  inclusion or  incorporation  of  substantial  information by
reference  to other  documents  filed by the Company  with the SEC,  the Company
agrees that, if and for so long as it is subject to the  reporting  requirements
of Section 13 of the Exchange Act, it will:

                           (i) File with the SEC in a timely  manner all reports
         and other  documents  required of the Company under the  Securities Act
         and the Exchange Act; and

                           (ii)  Furnish  to any  Holder,  so long as the Holder
         owns any Registrable Securities,  forthwith upon reasonable request (i)
         a  written  statement  by the  Company  that it has  complied  with the
         reporting  requirements  of the Exchange  Act,  (ii) a copy of the most
         recent annual or quarterly report of the Company and such other reports
         and documents so filed by the Company, and (iii) such other information
         as may be  reasonably  requested  in availing any Holder of any rule or
         regulation  of the SEC  permitting  the selling of any such  securities
         without registration or pursuant to such rule.

                  (h) The  rights to cause the  Company to  register  securities
granted to a Holder by the Company  under this SECTION 4 may be  transferred  or
assigned  by a Holder  only to a  transferee  or assignee of not less than 5,000
shares of  Registrable  Securities  (as  presently  constituted  and  subject to
subsequent adjustments for stock splits, stock dividends,  reverse stock splits,
and the like),  provided that the Company is given written notice at the time of
or within a reasonable  time after said transfer or assignment  and  identifying
the  securities  with  respect  to which  such  registration  rights  are  being
transferred or assigned, and provided further that the transferee or assignee of
such rights  assumes the  obligations  of such Holder  under this  SECTION 4 and
acknowledges the possible  restriction of such rights as set forth under SECTION
4(c)(iv).

         5. TRANSFER OF WARRANT.

         Subject to the transfer  conditions  referred to in the legend endorsed
hereon,  this Warrant and all rights hereunder are transferable,  in whole or in
part, without charge to the Warrantholder, upon surrender of this Warrant with a
properly  executed  Assignment  (in  the  form of  EXHIBIT  "B"  hereto)  at the
principal office of the Company in Phoenix, Arizona.

         6. NO RIGHTS AS SHAREHOLDER; NOTICES TO WARRANTHOLDER.

         Nothing contained in this Warrant shall be construed as conferring upon
the  Warrantholder or its transferee any rights as a shareholder of the Company,
either at law or in  equity,  including  the right to vote,  receive  dividends,
consent  or receive  notices as a  shareholder  with  respect to any  meeting of
shareholders  for the  election  of  directors  of the  Company or for any other
matter.

                                       7
<PAGE>
         7. FRACTIONAL INTERESTS.

         The Company shall not be required to issue fractional  shares of Common
Stock on the  exercise of a Warrant.  If any fraction of a share of Common Stock
would,  except for the provisions of this SECTION 7, be issuable on the exercise
of a Warrant (or specified portion  thereof),  the Company shall in lieu thereof
pay an amount in cash equal to the then Current Market Price  multiplied by such
fraction. For purposes of this Agreement,  the term "Current Market Price" shall
mean (i) if the Common Stock is traded in the over-the-counter market and not in
the NASDAQ National Market System nor on any national securities  exchange,  the
average  of the per  share  closing  bid  prices of the  Common  Stock on the 30
consecutive trading days immediately preceding the date in question, as reported
by NASDAQ or an equivalent  generally accepted reporting service, or (ii) if the
Common  Stock is traded in the NASDAQ  National  Market  System or on a national
securities exchange, the average for the 30 consecutive trading days immediately
preceding  the date in  question  of the daily per share  closing  prices of the
Common Stock in the NASDAQ  National  Market  System or on the  principal  stock
exchange on which it is listed,  as the case may be. For  purposes of clause (i)
above,  if trading in the Common Stock is not reported by NASDAQ,  the bid price
referred to in said clause  shall be the lowest bid price as reported on the OTC
Bulletin Board, or if not available,  in the "pink sheets" published by National
Quotation  Bureau,  Incorporated.  The closing price  referred to in clause (ii)
above  shall be the last  reported  sale price or, in the case no such  reported
sale takes place on such day, the average of the reported  closing bid and asked
prices,  in either case in the NASDAQ  National Market System or on the national
securities exchange on which the Common Stock is then listed.

         8. REDEMPTION.

                  (a) The then  outstanding  Warrants  may be  redeemed,  at the
option  of the  Company,  at $.05 per  share of Common  Stock  purchasable  upon
exercise of such  Warrants,  any time after  February 17, 1999, the Daily Market
Price per  share of the  Common  Stock  for a period of at least 20  consecutive
trading  days ending not more than 10 days prior to the date of the notice given
pursuant to SECTION  8(b) hereof has  equaled or  exceeded  $2.50,  and prior to
expiration of the Warrants.  The Daily Market Price of the Common Stock shall be
determined  by the Company in the manner set forth in SECTION 8(e) as of the end
of each trading day (or, if no trading in the Common Stock occurred on such day,
as of  the  end of the  immediately  preceding  trading  day  in  which  trading
occurred)  before the  Company may give notice of  redemption.  All  outstanding
Warrants  must be  redeemed  if any are  redeemed,  and any right to exercise an
outstanding  Warrant shall terminate at 5:00 p.m. (Arizona Time) on the business
day  immediately  preceding the date fixed for  redemption.  A trading day shall
mean a day in  which  trading  of  securities  occurred  on the New  York  Stock
Exchange.

                  (b) The Company may  exercise its right to redeem the Warrants
only by giving the notice set forth in the following  sentence by the end of the
tenth day after the provisions of SECTION 8(a) have been satisfied.  In case the
Company  shall  exercise  its  right to  redeem,  it shall  give  notice  to the
registered  holders of the outstanding  Warrants,  by mailing to such registered
holders a notice of redemption, first class, postage prepaid, at their addresses
as they shall  appear on the records of the  Company.  Any notice  mailed in the
manner provided  herein shall be  conclusively  presumed to have been duly given
whether or not the registered holder actually receives such notice.

                  (c) The notice of  redemption  shall  specify  the  redemption
price,  the date fixed for redemption  (which shall be between the thirtieth and
forty-fifth  day after  such  notice is  mailed),  the place  where the  Warrant
certificates shall be delivered and the redemption price shall be paid, and that
the right to exercise the Warrant shall terminate at 5:00 p.m. (Arizona Time) on
the business day immediately preceding the date fixed for redemption.

                                       8
<PAGE>
                  (d)  Appropriate  adjustment  shall be made to the  redemption
price and to the minimum Daily Market Price prerequisite to redemption set forth
in SECTION 8(a) hereof,  in each case on the same basis as provided in SECTION 3
hereof with respect to adjustment of the Warrant Price.

                  (e) For  purposes of this  Agreement,  the term "Daily  Market
Price"  shall  mean (i) if the  Common  Stock is traded in the  over-the-counter
market  and  not  in the  NASDAQ  National  Market  System  nor on any  national
securities  exchange,  the closing bid price of the Common  Stock on the trading
day in  question,  as reported  by NASDAQ or an  equivalent  generally  accepted
reporting service,  or (ii) if the Common Stock is traded in the NASDAQ National
Market System or on a national securities exchange,  the daily per share closing
price of the  Common  Stock  in the  NASDAQ  National  Market  System  or on the
principal  stock  exchange on which it is listed on the trading day in question,
as the case may be. For  purposes of clause (i) above,  if trading in the Common
Stock is not reported by NASDAQ,  the bid price referred to in said clause shall
be the  lowest  bid  price as  reported  on the OTC  Bulletin  Board,  or if not
available,  in  the  "pink  sheets"  published  by  National  Quotation  Bureau,
Incorporated.  The closing  price  referred to in clause (ii) above shall be the
last  reported  sale price or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case in
the NASDAQ  National  Market  System or on the national  securities  exchange on
which the Common Stock is then listed.

         9. NOTICES.

         Any notice  given  pursuant  to this  Warrant by the  Company or by the
Warrantholder  shall be in  writing  and shall be deemed to have been duly given
upon (a) transmitter's  confirmation of the receipt of a facsimile transmission,
(b) confirmed delivery by a standard overnight carrier, or (c) the expiration of
three business days after the day when mailed by United States Postal Service by
certified or registered mail, return receipt  requested,  postage prepaid at the
following addresses:

         If to the Company:

                  Dimensional Visions Incorporated
                  2301 West Dunlap Avenue
                  Suite 207
                  Phoenix, Arizona 85021

         If to the  Warrantholder,  then to the address of the  Warrantholder in
the Company's books and records.

         Each party hereto may,  from time to time,  change the address to which
notices to it are to be transmitted,  delivered or mailed hereunder by notice in
accordance herewith to the other party.

         10. GENERAL PROVISIONS.

                  (a)  SUCCESSORS.  All covenants and provisions of this Warrant
shall bind and inure to the benefit of the respective executors, administrators,
successors and assigns of the parties hereto.

                  (b) CHOICE OF LAW.  This Warrant and the rights of the parties
hereunder  shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of 

                                       9
<PAGE>
construction,  validity, performance, and enforcement, and without giving effect
to the principles of conflict of laws.

                  (c) ENTIRE AGREEMENT. Except as provided herein, this Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing  negotiations,  representations  or agreements  and all other oral,
written, or other  communications  between them concerning the subject matter of
this Warrant.

                  (d)  SEVERABILITY.   If  any  provision  of  this  Warrant  is
unenforceable,  invalid,  or violates  applicable  law, such provision  shall be
deemed stricken and shall not affect the  enforceability of any other provisions
of this Warrant.

                  (e)  CAPTIONS.  The captions in this Warrant are inserted only
as a matter of convenience  and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.

                                       10
<PAGE>
         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed as of the date first above written.

                                             DIMENSIONAL VISIONS INCORPORATED, a
                                             Delaware corporation


                                             By: _______________________________

                                             Its:_______________________________

                                       11
<PAGE>
                                                                       EXHIBIT A

                        DIMENSIONAL VISIONS INCORPORATED

                              ELECTION TO PURCHASE

Dimensional Visions Incorporated
2301 West Dunlap Avenue
Suite 207
Phoenix, Arizona 85021

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of  purchase  set forth in the  attached  Warrant to  purchase  thereunder
__________  shares of the Common Stock (the  "Shares")  provided for therein and
requests that the Shares be issued in the name of

Name:          ____________________________________

Address:       ____________________________________
               ____________________________________

Social Security Number or Employer Identification Number:  __________________

Dated:         _________________________

Name of Warrantholder or Assignee: ____________________________________________
                                                  (Please Print)

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

Method of payment: __________________________________________
                                 (Please Print)

_________________________________________________________________
Medallion Signature Guarantee (required if an assignment 
of Shares acquired on exercise, or an assignment of Warrants
remaining after exercise, is made upon exercise.)
<PAGE>
                                                                       EXHIBIT B

                                   ASSIGNMENT

                  FOR  VALUE   RECEIVED,   _____________________________________
hereby sells,  assigns and transfers all of the rights of the undersigned  under
the  attached  Warrant  with  respect  to the  number of shares of Common  Stock
covered thereby set forth below, unto:

Name of Assignee                    Address            No. of Shares
----------------                    -------            -------------




and  does  hereby  irrevocably  constitute  and  appoint  _____________________,
Attorney,  to transfer  the attached  Warrant on the books of the Company,  with
full power of substitution.

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


                                     ___________________________________________
                                      (SSN or EIN of Warrantholder)


________________________________________________________________
Medallion Signature Guarantee (required if an assignment
of Shares acquired on exercise, or an assignment of Warrants
remaining after exercise, is made upon exercise.)