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                                                                    EXHIBIT 10.3

                                                       FORM OF WARRANT AGREEMENT
                                                          ISSUED TO DAWSON GROUP

VOID AFTER 5:00 P.M. NEW YORK CITY
TIME ON MARCH 31, 2002

THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITITES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE
SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                                          Right to Purchase __________ Shares of
                                          Common Stock, par value $.01 per share

Date: March 31, 2000

                       FASTCOMM COMMUNICATIONS CORPORATION
                       STOCK PURCHASE WARRANT CERTIFICATE

            THIS CERTIFIES THAT, for value received,
_______________________________("Holder") is entitled to purchase from FASTCOMM
COMMUNICATIONS CORPORATION, a Virginia corporation (the "COMPANY"), at any time
during the period specified in Section 2 hereof,
___________________________________________________ (________________) fully
paid and nonassessable shares of the Company's common stock, par value $.01 per
share (the "COMMON STOCK" or "WARRANT SHARES"), at an exercise price per share
(the "EXERCISE PRICE") of $7.30 per share. The term "WARRANTS" means this
Warrant and the other warrants of the Company issued in connection with the
satisfaction of certain indebtedness of the Holder and others to the Company

            This Warrant is subject to the following terms, provisions, and
            conditions:

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       MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. Subject
       to the provisions hereof, this Warrant may be exercised by the Holder
       hereof, by the surrender of this Warrant, together with a completed
       exercise agreement in the form attached hereto (the "EXERCISE
       AGREEMENT"), to the Company during normal business hours on any business
       day at the Company's principal executive offices (or such other office or
       agency of the Company as it may designate by notice to the Holder
       hereof), and upon payment to the Company in cash, by certified or
       official bank check or by wire transfer for the account of the Company,
       of the Exercise Price for all of the Warrant Shares. The Warrant Shares
       so purchased shall be deemed to be issued to the Holder hereof, as the
       record owner of such shares, as of the close of business on the date on
       which this Warrant shall have been surrendered, the completed Exercise
       Agreement shall have been delivered, and payment shall have been made for
       such shares as set forth above. THE WARRANT SHARES SO PURCHASED WILL BE
       "RESTRICTED" AND UNREGISTERED SHARES. Certificates for the Warrant Shares
       so purchased, representing the aggregate number of shares specified in
       the Exercise Agreement, shall be delivered to the Holder hereof within a
       reasonable time, not exceeding twenty (20) business days, after this
       Warrant shall have been so exercised. The certificates so delivered shall
       be in such denominations as may be requested by the Holder hereof and
       shall be registered in the name of such Holder.

1.     PERIOD OF EXERCISE. This Warrant is exercisable at any time or from time
       to time on or after the date on which this Warrant is issued and before
       5:00 p.m. New York City time on the second (2nd) anniversary of the date
       of issuance (the "EXERCISE PERIOD").

2.     CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
       agrees as follows:

(a)    SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance in
       accordance with the terms of this Warrant, be validly issued, fully paid,
       and non-assessable and free from all taxes, liens, claims and
       encumbrances.

(b)    RESERVATION OF SHARES. During the Exercise Period, the Company shall at
       all times have authorized, and reserved for the purpose of issuance upon
       exercise of this Warrant, a sufficient number of shares of Common Stock
       to provide for the exercise of this Warrant.

(c)    LISTING. The Company will secure the listing of the shares of Common
       Stock issuable upon exercise of this Warrant upon the automated quotation
       system, the OTC Bulletin Board or on any other system or exchange on
       which the Company shares may hereafter be listed or traded, upon which
       shares of Common Stock are currently listed and shall maintain, so long
       as any other shares of Common Stock shall be so listed, such listing of
       all shares of Common Stock issuable upon the exercise of this Warrant;
       and the Company shall so list on such automated quotation system and
       shall maintain such listing of, any other shares of capital stock of the
       Company issuable upon the exercise of this Warrant if and so long as any
       shares of the same class shall be listed on such automated quotation
       system.




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(d)    CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of its
       charter 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 to be observed or performed by it hereunder, but will at all
       times in good faith assist in the carrying out of all the provisions of
       this Warrant and in the taking of all such action as may reasonably be
       requested by the Holder of this Warrant in order to protect the exercise
       privilege of the Holder of this Warrant during the exercise period.
       Without limiting the generality of the foregoing, the Company (i) will
       not increase the par value of any shares of Common Stock receivable upon
       the exercise of this Warrant above the Exercise Price then in effect, and
       (ii) will take all such actions as may be necessary or appropriate in
       order that the Company may validly and legally issue fully paid and
       non-assessable shares of Common Stock upon the exercise of this Warrant.

(e)    SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any entity
       succeeding to the Company by merger, consolidation, or acquisition of all
       or substantially all of the Company's assets (a "change in control"). In
       the event of a change in control, the surviving entity may call all
       outstanding ("in the money") warrants upon thirty (30) days notice.

3.     ISSUE TAX. The issuance of certificates for Warrant Shares upon the
       exercise of this Warrant shall be made without charge to the Holder of
       this Warrant or such Warrant Shares for any issuance tax or other costs
       in respect thereof, provided that the Company shall not be required to
       pay any tax which may be payable in respect of any transfer involved in
       the issuance and delivery of any certificate in a name other than the
       Holder of this Warrant, or any tax due with respect to the resale of any
       Warrant Shares.

4.     NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not entitle
       the Holder hereof to any voting rights or other rights as a shareholder
       of the Company. No provision of this Warrant, in the absence of
       affirmative action by the Holder hereof to purchase Warrant Shares, and
       no mere enumeration herein of the rights or privileges of the Holder
       hereof, shall give rise to any liability of such Holder for the Exercise
       Price or as a shareholder of the Company, whether such liability is
       asserted by the Company or by creditors of the Company.

6.     ANTIDILUTION PROVISIONS. After the initial issuance of this Warrant, the
       Exercise Price and the number of Warrant Shares shall be subject to
       adjustment from time to time as provided in this Section 6.

       In the event that any adjustment of the Exercise Price as required herein
       results in a fraction of a cent, such Exercise Price shall be rounded up
       or down to the nearest cent.

(a)    SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at any time
       after the initial issuance of this Warrant, subdivides (by any stock
       split, stock dividend, recapitalization, reorganization, reclassification
       or otherwise) its shares of Common Stock into a greater number of shares,
       then, after the date of record for effecting such subdivision, the
       Exercise Price in effect immediately prior to such subdivision will be
       proportionately reduced. If the Company, at any time after the initial
       issuance of this Warrant, combines (by


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       reverse stock split, recapitalization, reorganization, reclassification
       or otherwise) its shares of Common Stock into a smaller number of shares,
       then, after the date of record for effecting such combination, the
       Exercise Price in effect immediately prior to such combination will be
       proportionately increased.

(b)    ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the Exercise
       Price pursuant to the provisions of this Section 6, the number of shares
       of Common Stock issuable upon exercise of this Warrant shall be adjusted
       by multiplying a number equal to the Exercise Price in effect immediately
       prior to such adjustment by the number of shares of Common Stock issuable
       upon exercise of this Warrant immediately prior to such adjustment and
       dividing the product so obtained by the adjusted Exercise Price.

(c)    CONSOLIDATION, MERGER OR SALE. In case of any consolidation of the
       Company with, or merger of the Company into any other corporation, or in
       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 at any time after the initial issuance of this
       Warrant, then adequate provision will be made in such transaction whereby
       the holder of this Warrant will have the right to acquire and receive
       upon exercise of this Warrant in lieu of the shares of Common Stock
       immediately theretofore acquirable 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 acquirable 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 6 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. The
       Company will not effect any consolidation, merger or sale or conveyance
       unless prior to the consummation thereof, the successor corporation (if
       other than the Company) assumes by written instrument the obligations
       under this Section 6 and the obligations to deliver to the holder of this
       Warrant such shares of stock, securities or assets as, in accordance with
       the foregoing provisions, the holder may be entitled to acquire.

(d)    DISTRIBUTION OF ASSETS. In case the Company shall declare or make any
       distribution of its assets (or rights to acquire its assets) to holders
       of Common Stock as a partial liquidating dividend, by way of return of
       capital or otherwise (including any dividend or distribution to the
       Company's shareholders of cash or shares (or rights to acquire shares) of
       capital stock of a subsidiary) (a "DISTRIBUTION"), at any time after the
       initial issuance of this Warrant, then the holder of this Warrant shall
       be entitled upon exercise of this Warrant for the purchase of any or all
       of the shares of Common Stock subject hereto, to receive the amount of
       such assets (or rights) which would have been payable to the holder had
       such holder been the holder of such shares of Common Stock on the record
       date for the determination of shareholders entitled to such Distribution.

(e)    NOTICE OF ADJUSTMENT. Upon the occurrence of any event which requires any
       adjustment of the Exercise Price, then, and in each such case, the
       Company shall give notice thereof to the holder of this Warrant, which
       notice shall state the Exercise Price resulting from such


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       adjustment and the increase or decrease in the number of Warrant Shares
       purchasable at such price upon exercise, setting forth in reasonable
       detail the method of calculation and the facts upon which such
       calculation is based. Such calculation shall be certified by the chief
       financial officer of the Company.

(f)    MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the Exercise Price
       shall be made in an amount of less than 1% of the Exercise Price in
       effect at the time such adjustment is otherwise required to be made, but
       any such lesser adjustment shall be carried forward and shall be made at
       the time and together with the next subsequent adjustment which, together
       with any adjustments so carried forward, shall amount to not less than 1%
       of such Exercise Price.

(g)    NO FRACTIONAL SHARES. No fractional shares of Common Stock are to be
       issued upon the exercise of this Warrant, but the Company shall pay a
       cash adjustment in respect of any fractional share which would otherwise
       be issuable in an amount equal to the same fraction of the Market Price
       of a share of Common Stock on the date of such exercise.

(h)    NO ADJUSTMENT. Notwithstanding anything in this Section 6 to the
       contrary, no adjustment in the number of securities purchaseable on
       exercise of this Warrant shall be made with respect to dilution which
       would result from the issuance of Common Stock pursuant to the exercise
       of outstanding warrants or options or warrants or options which may be
       granted pursuant to an incentive plan of the Company, whether qualified
       or nonqualified and for the benefit of employers and non-employees.

(i)    OTHER NOTICES. In case at any time:

       (i) the Company shall declare any dividend upon the Common Stock payable
in shares of stock of any class or make any other distribution (other than
dividends or distributions payable in cash out of retained earnings consistent
with the Company's past practices with respect to declaring dividends and making
distributions) to the holders of the Common Stock;

       (ii) there shall be any capital reorganization of the Company, or
reclassification of the Common Stock, or consolidation or merger of the Company
with or into, or sale of all or substantially all of its assets to, another
corporation or entity; or

       (iii) there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such dividend, distribution, or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also




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specify the date on which the holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other securities or property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such notice shall be given at
least 30 days prior to the record date or the date on which the Company's books
are closed in respect thereto; provided, however, that the Company shall not be
required to disclose any material information to the holder hereof prior to the
public disclosure thereof. Failure to give any such notice or any defect therein
shall not affect the validity of the proceedings referred to in clauses (i),
(ii), and (iii) above.

7.     TRANSFER, EXCHANGE, REDEMPTION AND REPLACEMENT OF WARRANT.

(a)    RESTRICTION ON TRANSFER. This Warrant and the rights granted to the
       Holder hereof are not transferable, in whole or in part, without the
       written consent of the Company, and delivery of the form of transfer
       attached hereto duly executed by the registered Holder hereof,

(b)    WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
       exchangeable, upon the surrender hereof by the Holder hereof at the
       office or agency of the Company referred to in Section 6(e) below, for
       new Warrants of like tenor of different denominations representing in the
       aggregate the right to purchase the number of shares of Common Stock
       which may be purchased hereunder, each of such new Warrants to represent
       the right to purchase such number of shares as shall be designated by the
       Holder hereof at the time of such surrender.

(c)    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, upon
       delivery of an indemnity agreement reasonably satisfactory in form and
       amount to the Company (which may, in the Company's discretion require
       delivery of a bond), or, in the case of any such mutilation, upon
       surrender and cancellation of this Warrant, the Company, at its expense,
       will execute and deliver, in lieu thereof, a new Warrant of like tenor.

(d)    CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this Warrant in
       connection with any transfer, exchange, or replacement as provided in
       this Section 7, this Warrant shall be promptly canceled by the Company.
       The Warrant Holder shall pay all taxes (including securities transfer
       taxes) and all other expenses (including legal expenses, if any, incurred
       by the Holder, the Company or transferees) and charges payable in
       connection with the preparation, execution, and delivery of new Warrants
       pursuant to this Section 7(d).

(e)    WARRANT REGISTER. The Company shall maintain, at its principal executive
       offices (or such other office or agency of the Company as it may
       designate by notice to the Holder hereof), a register for this Warrant
       and all Warrants of like term, in which the Company shall record the name
       and address of the person in whose name this Warrant has been issued.

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8.          REGISTRATION OF WARRANT SHARES.

(a)    If the Company at any time or times proposes to register any of its
       securities under the Securities Act (other than a registration effected
       solely to implement an employee benefit plan or any other form or type of
       registration in which Warrant Shares cannot be included pursuant to
       Commission rule or practice), the Company will give written notice to the
       Holder of its intention to do so and such registration shall be governed
       by the terms and conditions of a certain Registration Rights Agreement of
       even date hereof between the Holder and the Company.

(b)    The Holder's right to require registration of the Warrant Shares under
       this Section 8, shall cease and terminate as to any particular Warrant
       Shares when such Warrant Shares shall have been effectively registered
       under the Securities Act in accordance with the Registration Rights
       Agreement. For purposes of this Warrant Certificate, shares of Common
       Stock issued hereunder shall also cease to be Warrant Shares when such
       shares have been sold to the public pursuant to an exemption from
       registration thereunder.

(c)    The Company covenants that it will, so long as any Warrant Shares or
       Warrants exercisable for Warrant Shares remain outstanding, file all
       reports required to be filed by it under the Securities Act and the
       Securities Exchange Act of 1934 and the rules and regulations promulgated
       by the Securities and Exchange Commission thereunder (or, if it is not
       required to file such reports , it will upon the request of any Holder
       make publicly available such information as will enable such Holder to
       sell such Warrant Shares without registration within the limitations of
       the exemptions provide by (i) Rule 144 promulgated under the Securities
       Act, as such rule may be amended from time to time, or (ii) any similar
       rule or regulation hereafter promulgated by the Securities Exchange
       Commission.

9.     NOTICES.

Any notices required or permitted to be given under the terms of this Warrant
shall be sent by certified or registered mail (return receipt requested) or
delivered personally or by courier or by confirmed telecopy, and shall be
effective five days after being placed in the mail, if mailed, or upon receipt
or refusal of receipt, if delivered personally or by courier or confirmed
telecopy, in each case addressed to a party. The addresses for such
communications shall be:

                        If to the Company:

                        FastComm Communications Corporation
                        45472 Holiday Drive, Suite Three
                        Dulles, Virginia 20166
                        Telecopy: (703) 318-4315
                        Attn: Chief Financial Officer

and if to the Holder, at such address as such Holder shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 8. The Company may deem and treat
the registered Holder of this certificate as




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the absolute owner of the Warrant Certificate for all purposes and shall not be
affected by any notice to the contrary.

10.    GOVERNING LAW. This Warrant Certificate shall be governed by and
       construed in accordance with the laws of the Commonwealth of Virginia
       without regard to its conflicts of laws rules as applied to contracts
       made and to be performed in the Commonwealth of Virginia.

11.    MISCELLANEOUS.

(a)    AMENDMENTS. This Warrant and any provision hereof may only be amended by
       an instrument in writing signed by the Company and the Holder hereof.

(b)    DESCRIPTIVE HEADINGS. The descriptive headings of the several sections of
       this Warrant are inserted for purposes of reference only, and shall not
       affect the meaning or construction of any of the provisions hereof.

(c)    FORCE MAJEURE. Neither the Company nor the Holder hereof shall be
       responsible for any delay or failure to perform any part of this Warrant
       to the extent that such delay or failure is solely caused by fire, flood,
       earthquake, explosion, war, labor strike, riot, act of governmental,
       civil or military authority which imposes a moratorium on the performance
       of the specific obligation in question, failure of transfer agent, postal
       strike or other comparable extraordinary event beyond the Company's or
       Holder's control. Notice with full details of any such event shall be
       given to the other party as promptly as practicable after its occurrence.
       The affected party shall use its best efforts to minimize the effects of
       or end any such event so as to facilitate the resumption of full
       performance hereunder.

            IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be signed by its duly authorized officer.

                                 FASTCOMM COMMUNICATIONS
                                 CORPORATION

                                 By:    /s/ Mark H. Rafferty
                                       --------------------------------

                                 Name:  Mark H. Rafferty
                                       -----------------
                                 Title: Vice President & Chief Financial Officer
                                       -----------------------------------------


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                           FORM OF EXERCISE AGREEMENT

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

            The undersigned hereby irrevocably exercises the right to purchase
_____________ shares of common stock of FastComm Communications Corporation, a
Virginia corporation (the "COMPANY"), evidenced by the attached Warrant
Certificate, and herewith makes payment of the Exercise Price with respect to
such shares, in full, all in accordance with the conditions and provisions of
said Warrant.

The undersigned agrees not to offer, sell, transfer or otherwise dispose of any
Common Stock obtained on exercise of the Warrant, except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.

The undersigned requests that stock certificates for such shares be issued,
pursuant to the Warrant in the name of the Holder and delivered to the
undersigned at the address set forth below:

Dated:___________,_____



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                                                  Signature of Holder

            -------------------------------------
                                                  Name of Holder (Print)

            Address:


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                         TRANSFER OF WARRANT CERTIFICATE

For value received___________________________________________________
hereby sells, assigns and transfers unto __________________________ the rights
to purchase_______ shares of common stock, $.01 par value, of FastComm
Communications Corporation, which rights are represented by the within Warrant
Certificate, and does hereby irrevocably constitute and appoint
__________________________attorney to transfer said rights on the books of the
within named Corporation, with full power of substitution in the premises.



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


Dated:
In the Presence of

Social Security or Other identifying
Number of Assignee:
                    -----------------
Address of Assignee:
Street               -----------------
City, State and Zip Code

Approved by the Company:

By:
    -----------------------------------