EXHIBIT 10.33



THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR ANY APPLICABLE  STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED OR PLEDGED BY ANY PERSON,  UNLESS (1) EITHER (A) A REGISTRATION WITH
RESPECT  THERETO  SHALL  BE  EFFECTIVE  UNDER  THE  SECURITIES  ACT,  OR (B) THE
CORPORATION  SHALL HAVE  RECEIVED  AN OPINION  OF  COUNSEL  SATISFACTORY  TO THE
CORPORATION  THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT IS
AVAILABLE,  AND (2) THERE SHALL HAVE BEEN COMPLIANCE  WITH ALL APPLICABLE  STATE
SECURITIES OR "BLUE SKY" LAWS.

                             DATAMETRICS CORPORATION

                          COMMON STOCK PURCHASE WARRANT

                                December 30, 2005

      Datametrics  Corporation,  a  Delaware  corporation  (the  "Corporation"),
hereby certifies that, for value received, SG DMTI CAPITAL LLC or any subsequent
holder hereof (the "Holder"), is entitled, subject to the terms set forth below,
to purchase  from the  Corporation  from time to time at or before 5:00 p.m. New
York City time on December 30, 2015 that number of fully paid and  nonassessable
shares of Common  Stock (the  "Warrant  Shares"),  with a par value of $0.01 per
share,  of the  Corporation  as is equal to the Warrant  Number (as  hereinafter
defined),  at a purchase price per share of $0.01 (the "Purchase  Price").  This
Warrant is subject to adjustment as provided herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The term "Common Stock" includes (i) the  Corporation's  Common Stock,
with a par value of $0.01 per share, as authorized on the date hereof,  (ii) any
other  capital  stock  of any  class  or  classes  (however  designated)  of the
Corporation,  authorized on or after such date,  the holders of which shall have
the right,  without  limitation  as to amount  per share,  either to all or to a
share of the balance of current  dividends and liquidating  distributions  after
the payment of dividends and  distributions on any shares entitled to preference
in the payment  thereof,  and (iii) any other securities into which or for which
any of the  securities  described  in (i) or  (ii)  above  may be  converted  or
exchanged pursuant to a plan of recapitalization,  reorganization,  merger, sale
of assets or otherwise.

      (b) The term "Corporation" shall include Datametrics Corporation,  and any
corporation that shall succeed to, or assume the obligations of, the Corporation
hereunder.

      (c) The term "Other  Securities"  refers to any class of stock (other than
Common  Stock)  and other  securities  of the  Corporation  or any other  person
(corporate  or  otherwise)  which the  Holder at any time shall be  entitled  to
receive, or shall have received,  on the exercise of this Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 5 or otherwise.

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      (d) The term  "Warrant  Number"  shall mean the number of shares of Common
Stock  of the  Corporation  for  which  this  Warrant  may be  exercised,  which
initially is 386,314,860 and is subject to adjustment as provided hereof.

                  1. Exercise of Warrant.

            1.1  Exercise.  This  Warrant may be  exercised at any time and from
      time to time,  in whole or in part,  by the  Holder by  surrender  of this
      Warrant,  with the form of subscription at the end hereof duly executed by
      the Holder,  to the  Corporation at its principal  office,  accompanied by
      payment,  in U.S.  dollars,  via wire transfer or by certified or official
      bank check payable to the order of the Corporation, in the amount obtained
      by  multiplying  the number of shares of Common  Stock  designated  by the
      Holder in the subscription at the end hereof by the Purchase Price. On any
      such partial exercise, the Corporation at its expense will forthwith issue
      and  deliver to or upon the order of the Holder a new  Warrant or Warrants
      of like tenor, or by such other means as permitted  hereby, in the name of
      the Holder or as the Holder (upon payment by the Holder of any  applicable
      transfer taxes) may request, calling in the aggregate on the face or faces
      thereof for the number of shares of Common Stock for which such Warrant or
      Warrants may still be exercised.

            1.2  Payment by  Surrender  of Notes.  Notwithstanding  the  payment
      provisions of Section 1.1, all or part of the payment due upon exercise of
      this Warrant in full or in part may be made by the surrender by the Holder
      to the Corporation of any promissory notes or other obligations  issued by
      the  Corporation.  All payments  hereunder by Holder will first applied to
      reduce any unpaid  interest that is due on such notes and  obligations and
      then to reduce the principal amount thereof. Such notes and obligations so
      surrendered  shall be credited  against such payment in an amount equal to
      the principal amount thereof plus premium (if any) and accrued interest to
      the date of  surrender;  provided,  however,  that the Holder may exercise
      this Warrant via fax delivery to the Corporation,  so long as the original
      of the applicable promissory notes are delivered to the Corporation within
      three business days thereafter.

            1.3 Corporation Acknowledgment. The Corporation will, at the time of
      the exercise of this Warrant,  upon the request of the Holder  acknowledge
      in writing its continuing obligation to afford to the Holder any rights to
      which the Holder  shall  continue  to be entitled  after such  exercise in
      accordance  with the provisions of this Warrant.  If the Holder shall fail
      to make any such  request,  such failure  shall not affect the  continuing
      obligation of the Corporation to afford to the Holder any such rights.

            1.4  Trustee  for the  Holder.  In the  event  that a bank or  trust
      company shall have been appointed as trustee for the Holder,  such bank or
      trust  company  shall have all the  powers  and duties of a warrant  agent
      appointed pursuant to Section 14 and shall accept, in its own name for the
      account of the  Corporation  or such  successor  person as may be entitled
      thereto,  all  amounts  otherwise  payable  to  the  Corporation  or  such
      successor,  as the case may be, on  exercise of this  Warrant  pursuant to
      this Section 1.

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                  2. Delivery of Stock Certificates,  etc. on Exercise.  As soon
            as  practicable  after the  exercise  of this  Warrant in full or in
            part,  and in any event within ten (10) days  thereafter  (and three
            (3) days if the  Corporation  is publicly  owned at such time),  the
            Corporation  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,  or as the  Holder  (upon  payment by the
            Holder of any applicable  transfer taxes) may direct,  a certificate
            or  certificates  for the  number  of fully  paid and  nonassessable
            shares of Common  Stock (or Other  Securities)  to which the  Holder
            shall be entitled on such exercise,  plus, in lieu of any fractional
            share to which the Holder would otherwise be entitled, cash equal to
            such  fraction  multiplied  by the then current  market value of one
            full share,  together with any other stock or other  securities  and
            property  (including cash, where  applicable) to which the Holder is
            entitled upon such exercise  pursuant to Section 1 or otherwise.  In
            the event the  certificate  is not delivered  within the time stated
            herein,  the  Corporation  shall incur a per diem  penalty  equal to
            fifteen  percent  (15%) per annum of the fair  market  amount of the
            stock sought to be exercised.

                  3.  Adjustment for Dividends in Other Stock,  Property,  etc.;
            Reclassification, etc. In case at any time or from time to time, the
            holders of Common Stock (or Other  Securities)  in their capacity as
            such shall have received,  or (on or after the record date fixed for
            the  determination  of shareholders  eligible to receive) shall have
            become entitled to receive, without payment therefor,

            (a) other or additional stock or other securities or property (other
      than cash) by way of dividend, or

            (b)  any  cash  (excluding  cash  dividends  payable  solely  out of
      earnings or earned surplus of the Corporation), or

            (c)  other  or  additional  stock or other  securities  or  property
      (including   cash)  by  way  of  spin-off,   split-up,   reclassification,
      recapitalization,    combination   of   shares   or   similar    corporate
      rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split, adjustments in respect of which are provided
for in Section 5.3, then and in each such case the Holder, on the exercise
hereof as provided in Section 1, shall be entitled to receive the amount of
stock and other securities and property (including cash in the cases referred to
in subdivisions (b) and (c) of this Section 3) which Holder would hold on the
date of such exercise if on the date hereof it had been the holder of record of
the maximum number of Warrant Shares issuable upon the exercise of this Warrant
and had thereafter, during the period from the date hereof to and including the
date of such exercise, retained such shares and all such other or additional
stock and other securities and property (including cash in the cases referred to
in subdivisions (b) and (c) of this Section 3) receivable by him as aforesaid
during such period, giving effect to all adjustments called for during such
period by Sections 4 and 5.

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                  4. Adjustment for Reorganization, Consolidation, Merger, etc.

            4.1 Reorganization,  Consolidation, Merger, etc. In case at any time
      or from time to time, the Corporation  shall (a) effect a  reorganization,
      (b) consolidate  with or merge into any other person,  or (c) transfer all
      or substantially all of its properties or assets to any other person under
      any plan or arrangement  contemplating the dissolution of the Corporation,
      then, in each such case, the Holder, on the exercise hereof as provided in
      Section  1 at any time  after  the  consummation  of such  reorganization,
      consolidation or merger or the effective date of such dissolution,  as the
      case  may be,  shall  receive,  in  lieu of the  Common  Stock  (or  Other
      Securities)  issuable on such exercise prior to such  consummation or such
      effective  date, the stock and other  securities  and property  (including
      cash) to which the Holder would have been entitled upon such  consummation
      or in connection with such dissolution,  as the case may be, if the Holder
      had so exercised this Warrant,  immediately prior thereto,  all subject to
      further  adjustments  as provided in Sections 3, 4 and 5. The  Corporation
      hereby  covenants  that any purchaser of all or  substantially  all of the
      Corporation's assets must affirmatively assume this Warrant as well.

            4.2 Dissolution.  In the event of any dissolution of the Corporation
      following the transfer of all or  substantially  all of its  properties or
      assets, the Corporation,  prior to such dissolution,  shall at its expense
      deliver  or cause to be  delivered  the  stock and  other  securities  and
      property (including cash, where applicable) receivable by Holder after the
      effective  date of such  dissolution  pursuant  to this  Section  4 to the
      Holder or its designated representative.

            4.3 Continuation of Terms. Upon any  reorganization,  consolidation,
      merger, or transfer (and any dissolution  following any transfer) referred
      to in this Section 4, this Warrant shall continue in full force and effect
      and the terms hereof shall be  applicable to the shares of stock and other
      securities and property receivable on the exercise of this Warrant,  after
      the  consummation of such  reorganization,  consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,  and  shall be  binding  upon the  issuer  of any such  stock or other
      securities,  including,  in the  case of any  such  transfer,  the  person
      acquiring  all or  substantially  all of the  properties  or assets of the
      Corporation,  whether or not such person shall have expressly  assumed the
      terms of this Warrant as provided in Section 6.

                  5. Anti-Dilution Adjustment.

            5.1 General.  The Warrant Number shall be subject to adjustment from
      time to time as hereinafter provided.

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                  5.2  Dividends  of  Common  Stock,   Options  or   Convertible
            Securities.  In the  event  that the  Corporation  shall  declare  a
            dividend  or make  any  other  distribution  upon  any  stock of the
            Corporation   payable  in  Common  Stock,   Options  or  Convertible
            Securities,  any Common Stock, Options or Convertible Securities, as
            the  case  may  be,   issuable  in  payment  of  such   dividend  or
            distribution  shall be deemed to have  been  issued or sold  without
            consideration;  provided,  however,  that this Section 5.2 shall not
            apply to a stock split of the Common Stock  payable in the form of a
            dividend,  for which  event  adjustment  shall be made  pursuant  to
            Section 5.3.

                  5.3 Stock  Splits and  Reverse  Splits.  In the event that the
            Corporation  shall  at any time  either  subdivide  its  outstanding
            shares of Common  Stock into a greater  number of shares or effect a
            stock split of its Common  Stock  payable in the form of a dividend,
            the Purchase Price in effect  immediately  prior to such subdivision
            shall be proportionately  reduced and the Warrant Number purchasable
            pursuant to this Warrant immediately prior to such subdivision shall
            be proportionately  increased, and conversely, in the event that the
            outstanding  shares of Common Stock of the Corporation  shall at any
            time be combined into a smaller number of shares, the Purchase Price
            in  effect   immediately   prior  to  such   combination   shall  be
            proportionately   increased   and  the  Warrant   Number  in  effect
            immediately  prior  to such  combination  shall  be  proportionately
            reduced.  Except as provided in this subsection 5.3 no adjustment in
            the Purchase Price and no change in the Warrant Number shall be made
            under  this  Section  5 as a  result  of or by  reason  of any  such
            subdivision or combination.

                  5.4 Record Date as Date of Issue or Sale. In the event that at
            any time the  Corporation  shall take a record of the holders of its
            Common  Stock for the  purpose  of  entitling  them (i) to receive a
            dividend or other distribution  payable in Common Stock,  Options or
            Convertible Securities,  or (ii) to subscribe for or purchase Common
            Stock,  Options or  Convertible  Securities,  then such  record date
            shall be deemed to be the date of the issue or sale of the shares of
            Common Stock deemed to have been issued or sold upon the declaration
            of such  dividend  or the making of such other  distribution  or the
            date of the granting of such right of subscription  or purchase,  as
            the case may be.

5.5      Treasury Stock. The number of shares of Common Stock outstanding at any
         given time shall not include shares owned or held by or for the account
         of the Corporation, and the disposition of any such shares (other than
         their cancellation without reissuance) shall be considered an issue or
         sale of Common Stock for the purposes of this Section 5.

                  6. No Dilution or  Impairment.  The  Corporation  will not, by
            amendment of its Restated  Certificate of  Incorporation  or through
            any  reorganization,  transfer  of  assets,  consolidation,  merger,
            dissolution,  issue or sale of  securities  or any  other  voluntary
            action,  avoid or seek to avoid the observance or performance of any
            of the terms of this  Warrant,  but will at all times in good  faith
            assist in the  carrying  out of all such  terms and in the taking of
            all such  action  as may be  necessary  or  appropriate  in order to
            protect the rights of Holder against  dilution or other  impairment.
            Without  limiting the generality of the foregoing,  the  Corporation
            (a) will not increase the par value or stated value of any shares of
            stock  receivable  on the exercise of this Warrant  above the amount
            payable therefor on such exercise,  (b) will take all such action as
            may be necessary or  appropriate in order that the  Corporation  may
            validly and legally  issue  fully paid and  nonassessable  shares of
            stock on the  exercise of this  Warrant  from time to time,  and (c)
            will not transfer all or  substantially  all of its  properties  and
            assets to any other person (corporate or otherwise),  or consolidate
            with or merge  into any other  person or permit  any such  person to
            consolidate  with or merge into the  Corporation (if the Corporation
            is not  the  surviving  person),  unless  such  other  person  shall
            expressly  assume in writing  and  become  bound by all the terms of
            this Warrant.

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                  7.  Certificate  as  to  Adjustments.  In  each  case  of  any
            adjustment or  readjustment  in the shares of Common Stock (or Other
            Securities)   issuable  on  the  exercise  of  this   Warrant,   the
            Corporation will promptly compute such adjustment or readjustment in
            accordance  with the terms of this Warrant and prepare a certificate
            setting forth such adjustment or readjustment  and showing in detail
            the facts upon  which  such  adjustment  or  readjustment  is based,
            including  a  statement  of  (a)  the   consideration   received  or
            receivable by the  Corporation  for any additional  shares of Common
            Stock  (or Other  Securities)  issued or sold or deemed to have been
            issued or sold,  (b) the number of shares of Common  Stock (or Other
            Securities)  outstanding  or deemed to be  outstanding,  and (c) the
            Purchase Price and the Warrant Number in effect immediately prior to
            such issue or sale and as  adjusted  and  readjusted  as provided in
            this Warrant.  The Corporation will forthwith deliver a copy of such
            certificate to the Holder of this Warrant,  and will, on the written
            request at any time of the Holder of this  Warrant,  furnish to such
            Holder a like  certificate  setting forth the Purchase Price and the
            Warrant  Number  at  the  time  in  effect  and  showing  how it was
            calculated.

                  8. Notices of Record Date, etc. In the event of:

            (a) any taking by the  Corporation of a record of the holders of any
      class of securities for the purpose of determining the holders thereof who
      are entitled to receive any dividend or other  distribution,  or any right
      to subscribe for, purchase or otherwise acquire any shares of stock of any
      class or any other securities or property,  or to receive any other right,
      or any capital reorganization of the Corporation,  any reclassification or
      recapitalization  of the capital stock of the  Corporation or any transfer
      of  all  or  substantially  all  the  assets  of  the  Corporation  to  or
      consolidation  or merger of the Corporation with or into any other person,
      or

            (b)  any  voluntary  or  involuntary  dissolution,   liquidation  or
      winding-up of the Corporation, or

            (c) any proposed issue or grant by the  Corporation of any shares of
      stock of any  class or any  other  securities,  or any  right or option to
      subscribe  for,  purchase or otherwise  acquire any shares of stock of any
      class or any other securities (other than the issue of Common Stock on the
      exercise of this Warrant),

      then and in each such event the  Corporation  will  deliver or cause to be
      delivered to the holder of this Warrant a notice  specifying  (i) the date
      on which any such 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,  (ii)  the  date  on  which  any  such
      reorganization,     reclassification,      recapitalization,     transfer,
      consolidation,  merger, dissolution,  liquidation 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 Other Securities) shall be entitled to exchange
      their shares of Common Stock (or Other Securities) for securities or other
      property   deliverable   on   such    reorganization,    reclassification,
      recapitalization,    transfer,    consolidation,    merger,   dissolution,
      liquidation or winding-up, and (iii) the amount and character of any stock
      or other securities,  or rights or options with respect thereto,  proposed
      to be issued or granted,  the date of such proposed issue or grant and the
      persons or class of persons to whom such proposed  issue or grant is to be
      offered or made.  Such notice shall be delivered at least twenty (20) days
      prior to the date  specified in such notice on which any such action is to
      be taken.

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                  9.  Registration  Rights.  The Holder shall be entitled to all
            the rights set forth in that certain  Registration  Rights Agreement
            (as the same may be amended from time to time), dated as of December
            30, 2005 between the Corporation and the Holder. The Corporation and
            the Holder further agree that for the purposed of said  registration
            Rights Agreement,  the Warrant Shares are "Registrable  Shares",  as
            that term is defined in the Registration Rights Agreement.

                  10.  Transferability.  This Warrant may be  transferred by the
            Holder to any person or entity provided that such transfer  complies
            with all  applicable  securities  laws.  Such  transfer  may be made
            without any  restrictions  other than compliance with all applicable
            securities laws and the requirement as to the legend.  Upon transfer
            of this Warrant, the transferee,  by accepting this Warrant,  agrees
            to be bound by the provisions, terms, conditions, and limitations of
            this Warrant.

                  11.  Representations  and Warranties.  The Corporation  hereby
            represents and warrants to the Holder as follows:

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

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

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

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

                  12.  Exchange of Warrant.  On  surrender  for exchange of this
            Warrant,  properly endorsed, to the Corporation,  the Corporation at
            its expense  will issue and deliver to or on the order of the Holder
            a new  Warrant  of like  tenor,  in the name of the Holder or as the
            Holder (on payment by such holder of any applicable  transfer taxes)
            may direct,  calling in the  aggregate on the face or faces  thereof
            for the number of shares of Common  Stock  called for on the face of
            this Warrant so surrendered.

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                  13. Replacement of Warrant.  On receipt of evidence reasonably
            satisfactory to the Corporation of the loss,  theft,  destruction or
            mutilation of this Warrant and, in the case of any such loss,  theft
            or  destruction  of  this  Warrant,  on  delivery  of  an  indemnity
            agreement or security reasonably  satisfactory in form and amount to
            the Corporation or, in the case of any such mutilation, on surrender
            and  cancellation  of such Warrant,  the  Corporation at its expense
            will execute and  deliver,  in lieu  thereof,  a new Warrant of like
            tenor.

                  14. Warrant Agent.  The Corporation  may, by written notice to
            the  holder of this  Warrant,  appoint  an agent for the  purpose of
            issuing  Common Stock (or Other  Securities) on the exercise of this
            Warrant  pursuant to Section 1, exchanging this Warrant  pursuant to
            Section 12, and  replacing  this Warrant  pursuant to Section 13, or
            any of the foregoing, and thereafter any such issuance,  exchange or
            replacement,  as the case may be,  shall be made at such  office  by
            such agent.

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

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

                  17.  Negotiability,  etc.  This  Warrant  is  issued  upon the
            following  terms,  to all of which the Holder by the  taking  hereof
            consents and agrees:

            (a) title to this Warrant may be transferred by endorsement  (by the
      Holder executing the form of assignment at the end hereof) and delivery in
      the same manner as in the case of a negotiable instrument  transferable by
      endorsement and delivery; and

            (b) any person in possession of this Warrant  properly  endorsed for
      transfer to such person  (including  endorsed in blank) is  authorized  to
      represent  himself as absolute  owner  hereof and is empowered to transfer
      absolute  title hereto by endorsement  and delivery  hereof to a bona fide
      purchaser hereof for value; each prior taker or owner waives and renounces
      all of its  equities or rights in this  Warrant in favor of each such bona
      fide purchaser,  and each such bona fide purchaser shall acquire  absolute
      title  hereto  and to all  rights  represented  hereby.  Nothing  in  this
      paragraph  (b) shall create any  liability on the part of the  Corporation
      beyond any liability or responsibility it has under law.

                                       9
<PAGE>

                  18.  Notices,  etc. All notices,  requests,  demands and other
            communications from the Corporation to the holder hereof shall be in
            writing and sent by express  overnight courier service or electronic
            facsimile  transmission with confirmation of delivery,  or delivered
            at such  address as may have been  furnished to the  Corporation  in
            writing by the holder  hereof or, until the holder  furnishes to the
            Corporation  an  address,  then to, and at the  address of, the last
            holder  of this  Warrant  who has so  furnished  an  address  to the
            Corporation.   All  such  notices,   requests,   demands  and  other
            communications shall, when sent shall be effective upon receipt. The
            Corporation agrees to send to the holder of this Warrant all reports
            that  it  sends  to its  shareholders  in  the  ordinary  course  of
            business.

                  19.  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 such
            change,  waiver,  discharge or termination  is sought.  This Warrant
            shall be construed and enforced in  accordance  with and governed by
            the internal  laws of the State of New York and venue shall be based
            in New York City.  The  headings in this Warrant are for purposes of
            reference  only, and shall not limit or otherwise  affect any of the
            terms hereof.  This Warrant is being executed as an instrument under
            seal. The  invalidity or  unenforceability  of any provision  hereof
            shall in no way affect the validity or  enforceability  of any other
            provision.  This Warrant reflects the entire understanding of Holder
            and the  Corporation  and shall not be  contradicted or qualified by
            any other agreement before the date hereof. The  representations and
            warranties,  covenants and agreements of the  Corporation  contained
            herein shall survive the completion of the  transactions  related to
            the exercise of this Warrant.


                            [Signature Page Follows]


                                      10
<PAGE>


      IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed
by its duly authorized officer as of the date first written above.

                                         DATAMETRICS CORPORATION

                                         By:/s/ Daniel Bertram
                                              --------------------------------
                                              Name: Daniel Bertram
                                              Title:   Chief Executive Officer

                                      11
<PAGE>




                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


      The  undersigned,  the holder of the within  Warrant,  hereby  irrevocably
elects to exercise this Warrant for, and to purchase thereunder, ________ shares
of Common Stock of Datametrics  Corporation  and requests that the  certificates
for such shares be issued in the name of, and delivered to ___________,  federal
taxpayer identification number __________, whose address is ________________.

         Please check the following:

      |_|   Payment of the  exercise  price per share,  in the total amount of $
            required under the within Warrant.

Dated:
      ------------------        ------------------------------------------------
                                [Name of Holder or his assigns as specified
                                on the face of this Warrant]


                                By:_____________________________________________
                                Name:
                                Title:
                                Address:


Signed in the presence of: ________________________
Name:


                                      12
<PAGE>



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



      For value received,  the undersigned hereby sells,  assigns, and transfers
unto ______,  federal taxpayer  identification number _______,  whose address is
_________,  the right  represented  by the within  Warrant to purchase  ________
shares of Common Stock of  Datametrics  Corporation  to which the within Warrant
relates,  and appoints _________ Attorney to transfer such right on the books of
Datametrics Corporation with full power of substitution in the premises.

Dated:
      ---------------
                                       Name:
                                               --------------------------------
                                       Title:
                                               --------------------------------
                                       Address:
                                               --------------------------------

Signed in the presence of:
--------------------------------------
Name:
        --------------------------------
Title:
        --------------------------------
Address:
        --------------------------------

                                      13