EXH10-14

Void after                                 W-21
                                                   Right to Purchase
                                                   Shares of Common Stock
                                                   (subject to adjustment) of
                                                   Automated Light Technologies,
                                                   Incorporated


                   AUTOMATED LIGHT TECHNOLOGIES, INCORPORATED
                          COMMON STOCK PURCHASE WARRANT

         Automated Light Technologies,  Incorporated (the "Company"), a Delaware
corporation,  hereby  certified  that,  for value  received,  , or  assigns,  is
entitled,  subject to the terms set forth below to purchase  from the Company at
any time on or from time to time after July 1, 1988 and before 5:00 P.M., Boston
time, on thousand  fully paid and  non-assessable  shares of Common Stock of the
Company,  at the price  per share  (the  "Purchase  Price")  of dollar ($ ). The
number and character of such shares of Common Stock and the Purchaser  Price are
subject to adjustment as provided herein.

         This Common Stock Purchase Warrant (the "Warrant") is
issued  to One  Venture  Group as of and  evidences  the  right to  purchase  an
aggregate  of not more than shares of Common  Stock of the  Company,  subject to
adjustment as provided herein.

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

         (a) The term "Company"  includes any corporation which shall succeed to
or assume the obligations of the Company hereunder.

         (b) The term "Common  Stock"  includes all voting stock of any class or
classes (however designated) of the Company,  authorized upon the Original Issue
Date or  thereafter,  the  holders  of  which  shall  have  the  right,  without
limitation as to


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amount,  either to all or to a share of the  balance  of current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference.

         (c) The "Original Issue Date" is _____________ the date as of which the
Warrants were first issued.

         (d) The term "Other  Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the  holders of the  Warrants at any time shall be entitled to
receive, or shall have received,  upon the exercise of the Warrants,  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 6 or otherwise.

         (e) The terms "registered" and  "registration"  refer to a registration
effected by filing a  registration  statement in compliance  with the Securities
Act to permit the  disposition of Common Stock (or Other  Securities)  issued or
issuable upon the exercise of Warrants,  and any  post-effective  amendments and
supplements filed or required to be filed to permit any such disposition.

         (f) The term  "Securities  Act" means the Securities Act of 1933 as the
same shall be in effect at the time.

         1.       Registration, etc.

                  1.1 (a) In the event that the  Company  proposes,  at any time
within the ten year period  commencing one year from the Original Issue Date, to
file a  registration  statement  on a  general  form of  registration  under the
Securities  Act and relating to  securities  issued or to be issued by it, or if
the  Company  has filed such a  registration  statement  and  proposes to file a
post-effective  amendment  thereto  within the ten year period  described in the
first clause of this sentence, then it


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shall give written  notice of such proposal to the record owners of the Warrants
and any shares of Common Stock Issued upon exercise  thereof.  If, within thirty
(30) days  after the  giving of such  notice,  the  record  owners of any of the
Warrants or shares Of Common Stock issued upon their  exercise  shall request in
writing  that  all or any of such  Common  Stock or  Other  Securities  issue or
issuable   upon   exercise  of  such  Warrants  be  included  in  such  proposed
registration,  the  Company  will,  at  its  own  expense,  also  register  such
securities as shall have been requested in writing; provided, however, that:

         (i) such owners  shall  deliver to the  Company a statement  in writing
from the  beneficial  owners of such  securities  that they bona fide  intend to
sell, transfer or otherwise dispose of such securities;

         (ii)  the  Company  shall  not be  required  to  include  any  of  such
securities  if, by reason of such  inclusion,  the Company  shall be required to
prepare  and  file  a  registration  statement  on a  form  promulgated  by  the
Securities and Exchange commission  substantially  different from that which the
Company otherwise would use;

         (iii) such owners shall  cooperate with the Company in the  preparation
of such  registration  statement to the extent  required to furnish  information
concerning such owners therein;

         (iv) if any  underwriter  or managing  agent is purchasing or arranging
for the sale of the  securities  then being  offered by the  Company  under such
registration  statement  then such owners (A) shall agree to have the securities
being so registered  sold to or by such  underwriter  or managing agent on terms
substantially  equivalent  to the  terms at which the  Company  is  selling  the
securities so registered,


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                  (a)  notify  such  owner  as to the  filing  thereof  and  all
amendments  thereto  filed  prior  to the  effective  date of said  registration
statement;

                  (b) notify such owners  promptly  after it shall have received
notice thereof, of the time when the registration statement becomes effective or
any supplement to any prospectus  forming a part of the  registration  statement
has been filed;

                  (c) prepare and file any necessary  amendment or supplement to
such  registration  statement or  prospectus  as may be necessary to comply with
Section 10 (a)(3) of the  Securities  Act or  advisable in  connection  with the
proposed distribution of the securities by such owners;

                  (d) use its  reasonable  best efforts to qualify the shares of
Common  Stock or  Other  Securities  being so  registered  for  sale  under  the
securities  or blue sky laws of not more than  eight  states as such  registered
owners may  designate  in writing and to register or obtain the  approval of any
federal or state authority which may be required in connection with the proposed
distribution,  except,  in each case, in  jurisdiction in which the Company must
either qualify to do business or file a general consent to service of proceed as
a condition to the qualification of such securities;

                  (e) notify such registered owners of any stop order suspending
the  effectiveness  of the  registration  statement and U6@ its reasonable  best
effort to remove such stop order;

                  (f)  undertake  to  keep  said   registration   statement  and
prospectus  effective  for a period of nine  months  after such shares of Common
Stock first become free to be sold under such registration statement;



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                  (g) furnish to such  registered  owners as soon as  available,
copies  of any  such  registration  statement  and  each  preliminary  or  final
prospectus and any supplement or amendment  required to be prepared  pursuant to
the  foregoing  provisions of this  paragraph 1, all in such  quantities as such
owners may from time to time reasonably request.

                  1.3 The record  owners of the shares of Common  Stock or Other
Securities being so registered  agree to pay all of the  underwriting  discounts
and  commissions,  transfer taxes  registration  fees and their own counsel fees
with respect to the securities owned by them and being  registered.  The Company
agrees that the costs and expenses  which it is  obligated to pay in  connection
with a  registration  statement  to be filed  pursuant to  subsection  1.1 above
include,  but are not  limited  to, the fees and  expenses  of  counsel  for the
Company,  the fees and  expenses  of its  accountants  and all  other  costs and
expenses  incident to the preparation,  printing and filing under the Securities
Act of any such registration  statement,  each prospectus and all amendments and
supplements  thereto, the costs incurred in connection with the qualification of
such  securities  for sale in not more than  eight  states,  including  fees and
disbursements  of  counsel  for  the  Company,  and the  costs  of  supplying  a
reasonable  number of copies of the  registration  statement,  each  preliminary
prospectus,  final prospectus and any supplements or amendments  thereto to such
registered owners.

                  1.4  The   Company   agrees  to  enter  into  an   appropriate
cross-indemnity  agreement  with any  underwriter  (as defined in the Securities
Act) for such registered  owners in connection with the filing of a registration
statement pursuant to subjection 1.1 hereof.

                  1.5 In the event that the Company shall file any  registration
statement  including  therein all or any part of shares of Common Stock or Other
Securities Issued or Issuable


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upon  exercise of the Warrants,  the Company and each holder of such  securities
shall enter into an  appropriate  cross-indemnity  agreement  whereby  each such
holder shall  indemnify  and hold harmless the Company,  each of its  directors,
each of its officers who have signed the registration statement and each person,
if any,  who  controls  the  Company  within the meaning of the  Securities  Act
against  any  losses,  claims,  damages or  liabilities  (or  actions in respect
thereof)  arising out of or based upon any untrue  statement  or alleged  untrue
statement of any material fact contained in such registration  statement, or any
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make  statement  therein not  misleading,  if the
statement or omission was made in reliance upon and in  conformity  with written
information  furnished  or  required  to be  furnished  by such  holder  or such
controlling person expressly for use in such registration statement.

                  1.6 Notwithstanding any other provision of this section 1, the
registration rights set forth in this section i shall not be available if in the
opinion of the Company's  council  registration is unnecessary to allow a public
sale or transfer of the Common Stock or Other Securities in question.

         2.  Sale or  Exercise  Without  Registration.  If,  at any  time of any
exercise,  transfer or surrender  for exchange of a Warrant or of Common  Stock,
(or Other  Securities)  previously  issued upon the exercise of  Warrants,  such
Warrant or Common Stock (or Other  Securities) shall not be registered under the
Securities  Act the  Company  may  require,  as a  condition  of  allowing  such
exercise, transfer or exchange, that the holder or transferee of such Warrant or
Common Stock (or Other Securities), as the case may be, furnish to the Company a
satisfactory  opinion of counsel to the effect that such  exercise,  transfer or
exchange may be made without registration under the Securities Act, and provided
further that nothing  contained in this section 2 shall relieve the Company from
complying with any request for registration


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pursuant to section l hereof.  One Venture  Group as the holder of the  Warrants
represents to the Company that they are  acquiring  the Warrants for  investment
and not with a view to the distribution thereof.

         3.       Exercise of Warrant; Partial Exercise.

                  3.1 Restriction on Exercise. This Warrant may not be exercised
in full or in part on or before July 1, 1988.

                  3.2 Exercises in Full. Subject to the provisions hereof,  this
Warrant  may be  exercised  in full by the holder  hereof by  surrender  of this
Warrant,  with the form of  subscription at the end hereof duly executed by such
holder, to the Company at its principal office in Sturbridge, Mass., accompanied
by payment,  in cash or by certified or official bank check payable to the order
of the  Company in the amount  obtained by  multiplying  the number of shares of
Common Stock called for on the face of this Warrant  (without  giving  effect to
any adjustment therein) by the Purchase Price.

                  3.3 Partial Exercise.  Subject to the provisions hereof,  this
Warrant may be  exercised in part by surrender of this Warrant in the manner and
at the place  provided in subsection  3.2 except that the amount  payable by the
holder upon any partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock  (without  giving effect to any  adjustment
therein)  designated by the holder in the  subscription at the end hereof by (b)
the Purchase Price. Upon any such partial  exercise,  the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor,  in the name of the holder  hereof or as such
holder  (upon  payment  by such  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 equal (without  giving effect to any adjustment  therein)
to the number of such shares called for on the face of


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this  Warrant  minus the number of such shares  designated  by the holder in the
subscription at the end hereof.

                  3.4 Company to Reaffirm Obligations.  The Company will, at the
time of any  exercise of this  Warrant,  upon the request of the holder  hereof,
acknowledge  in writing its  continuing  obligation to afford to such holder any
rights (including,  without limitation,  any right to registration of the shares
Common Stock or Other Securities issued upon such exercise) to which such holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions  of this  warrant,  that if the holder of this Warrant  shall fail to
make any such request,  such failure shall not affect the continuing  obligation
of the Company to afford such holder any such rights.

         4.  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 10 days  thereafter,  the  Company at its expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates  for the  number of full paid and  non-assessable  shares of Common
Stock (or Other  Securities)  to which such holder  shall be entitled  upon such
exercise,  plus,  in lieu of any  fractional  share to which such  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 such holder is entitled
upon such exercise pursuant to section 5 or otherwise.

         5.   Adjustment   for  Dividends  in  Other  Stock,   Property,   etc.,
Reclassification,  etc.  In case at any  time or  from  time to time  after  the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received, or (on or after the


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record date fixed for the  determination  of  stockholders  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 paid or payable  (including,  without limitation,
by way of dividend), except out of earned surplus of the Company, or

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

                  (d) then,  and in each such case the  holder of this  Warrant,
upon the exercise  hereof as provided in section 3, 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 5) which such
holder would hold on the date of such exercise if on the Original  Issue Date he
had been the holder of record of the number of shares of Common Stock called fox
on the face of this  Warrant  and bad  thereafter,  during the  period  from the
Original  Issue Date to and including the date of such  exercise,  retained such
shares and all such other or additional (or less) stock and other securities and
property (including cash in the cases referred to in subdivisions (b) and (c) of
this section 5) receivable by him as aforesaid during such period, giving effect
to all adjustments called for during such period by section 6 and 7 hereof.

         6.       Reorganization, Consolidation, Merger, etc.

                  6.1 General. In case the Company after the Original Issue Date
shall  effect  reorganization,  (b)  consolidate  with or merge  with any  other
person, or (c) transfer a11 or substantially


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all  of its  properties  or  assets  to any  other  person  under  any  plan  or
arrangement  contemplating  the dissolution of the Company within 24 months from
the date of such transfer,  then, in each such case, the holder of this Warrant;
upon the  exercise  hereof as  provided  in  section  3 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 be entitled to receive (and
the Company shall be entitled to deliver), in lieu of the Common Stock (or Other
Securities)  issuable  upon such  exercise  prior to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which  such  holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  holder  had so
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment thereafter as provided in section 5 and 7 hereof.

         The Company agrees that in the event that it effects a consolidation or
merger with any other person, it shall be a condition,  of such consolidation or
merger  that  the  resulting  entity  agree  to  register  all  shares  or other
securities under the Securities Act of 1933 so that all persons receiving shares
in the  consolidation or merger shall be free to sell said shares pursuant to an
effective registration statement immediately after the consolidation or merger.

                  6.2 Warrant to  Continue  In Full Force and  Effect.  Upon any
reorganization,  consolidation merger or transfer (and any dissolution following
any transfer)  pursuant to section 6.1 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 upon the exercise of this Warrant after
the  consummation of such  reorganization,  consolidation,  merger,  transfer or
dissolution,  as the case may be,  and shall be  binding  upon the issuer of any
such stock or


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other  securities,  including,  in the case of any  such  transfer,  the  person
acquiring all or  substantially  all of the properties or assets of the Company,
whether  or not such  person  shall  have  expressly  assumed  the terms of this
Warrant.

         7.       Other Adjustment.

                  7.1 General.  In any case to which sections 5 and 6 hereof are
not applicable, where the Company shall issue or sell shares of its Common Stock
after the Original Issue Date without  consideration or for a consideration  per
share  less  than the  Purchase  Price in effect  pursuant  to the terms of this
Warrant at the time of issuance or sale of such additional shares,  except where
such shares are issued or sold pursuant to the exercise of any Warrant or option
or issued prior to the date of this warrant,  then the Purchase  Price in effect
hereunder shall  simultaneously with such issuance or sale be reduced to a price
determined  by dividing (1) an amount equal to (a) the total number of shares of
Common Stock  outstanding  immediately prior to such issuance or sale multiplied
by the Purchase Price in effect  hereunder at the time of such issuance or sale,
plus (b) the  consideration,  if any, received by the Company upon such issuance
or  sale  by (2)  the  total  number  of  shares  of  Common  Stock  outstanding
immediately after issuance or sale of such additional shares.

                  7.2 Convertible Securities. In case the Company shall issue or
sell any securities  convertible into Common Stock of the Company  ("Convertible
Securities")  after the date  hereof,  there shall be  determined  the price per
share for  which  Common  Stock is  issuable  upon the  conversion  or  exchange
thereof, such determination to be made by dividing (a) the total amount received
or  receivable  by the  Company as  consideration  for the issue or sale of such
Convertible   Securities  plus  the  minimum   aggregate  amount  of  additional
consideration,  if any,  payable to the Company upon the  conversion or exchange
thereof, by the maximum number of shares of Common Stock of the Company issuable


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upon the conversion or exchange of all of such Convertible Securities.

         If the price per share so determined  shall be less than the applicable
Purchase Price per share, then such issue or sale shall be deemed to be an issue
or sale  for  cash  (as of the  date  of  issue  or  sale  of  such  Convertible
Securities)  of such  maximum  number of shares of Common Stock at the price per
share so determined,  provided  that, if such  Convertible  Securities  shall by
their terms provide for an increase or  increases,  with the passage of time, in
the amount of additional  consideration,  it any, to the Company, or in the rate
of exchange,  upon the  conversion or exchange  thereof,  the adjusted  purchase
price per share shall,  forthwith upon any such increase becoming effective,  be
readjusted to reflect the same, and provided  further;  that upon the expiration
of such rights of conversion or exchange of such  Convertible  Securities 1t any
thereof shall not have been  exercised,  the adjusted  Purchase  Price per share
shall  forthwith be readjusted  and  thereafter be the price which it would have
been had an  adjustment  been made on the basis  that the only  shares of Common
Stock so issued or sold were issued or sold upon the  conversion  or exchange of
such  Convertible  Securities,  and  that  they  were  issued  or  sold  for the
consideration actually received by the Company upon such conversion or exchange,
plus the consideration,  if any, actually! received by the Company for the issue
or sale of all of such Convertible Securities which shall have been converted or
exchanged.

                  7.3 Rights and  Options.  In case the Company  shall grant any
rights or options to subscribe for, purchase or otherwise  acquired Common Stock
there shall be determined the price per share for which Common Stock is issuable
upon the exercise of such rights or options,  such  determination  to be made by
dividing (a) the total amount,  if any, received or receivable by the Company as
consideration  for the  granting  of such  rights or  options,  plus the minimum
aggregate amount of additional


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consideration  payable  to the  Company  upon the  exercise  of such  rights  or
options,  by (b) the  maximum  number of shares of Common  Stock of the  Company
issuable upon the exercise of such rights or options.

         If the price per share so determined  shall be less than the applicable
Purchase  Price per share then the  granting of such rights or options  shall he
deemed to be an issue or sale for cash (as of the date of the  granting  of such
rights or options) of such maximum number of shares of Common Stock at the price
per share so determined, provided that, if such rights or options shall by their
terms  provide for an increase or  increases,  with the passage of time,  in the
amount of  additional  consideration  payable to the Company  upon the  exercise
thereof,  the adjusted  purchase  price per share shall  forthwith upon any such
increase  becoming  effective,  be readjusted to reflect the same, and provided,
further,  that upon the  expiration  of such rights or  options,  if any thereof
shall  not have been  exercised  the  adjusted  Purchase  Price per share  shall
forthwith be readjusted and thereafter be the Price which it would have been had
an  adjustment  been made on the basis that the only  shares of Common  Stock so
issued or sold were those  issued or sold upon the  exercise  of such  rights or
options  and  that  they  were  issued  or sold for the  consideration  actually
received by the Company  upon such  exercise,  plus the  consideration,  if any,
actually received by the Company for the granting of all such rights or options,
whether or not exercised.

         8. Further Assurances. The Company will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of stock upon the exercise of all Warrants
from time to time outstanding.

         9.  Accountant's  Certificate  as to  Adjustments.  In each case of any
adjustment or readjustment in the shares of Common


<PAGE>



Stock (or Other  Securities)  issuable  upon the exercise of the  Warrants,  the
Company at its expense will  promptly  cause the  Company's  regularly  retained
auditor to compute such  adjustment or readjustment in accordance with the terms
of the Warrants  and prepare a  certificate  setting  forth such  adjustment  or
re-adjustment  and  showing in detail the facts upon which such ad-  justment or
readjustment is based,  and the number of shares of Common Stock  outstanding or
deemed to be  outstanding.  The Company wall  forthwith mail a copy of each such
certificate to each holder of a Warrant.

         10. Notices of Record Date, etc. In the event of

                  (a) any taking by the  Company  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 (other than a cash dividend  payable out of
earned surplus of the Company) 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

                  (b)  any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all of the  assets  of the  Company  to or
consolidation or merger of the Company with or into any other person, or

                  (c) any voluntary or involuntary  dissolution,  liquidation or
winding-up of the Company, or

                  (d) any  proposed  issue or grant by the Company 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
the Warrants),  then and in each such event the Company will mail or cause to be
mailed to each holder of a Warrant notice specifying (i) the date


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on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  starting  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,
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   upon   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 and the
persons  or class  of  persons  to whom  such  proposed  issue or grant is to be
offered or made.  Such notice shall be mailed at least 20 days prior to the date
therein specified.

         11. Reservation of Stock, etc.,  Issuable on Exercise of Warrants.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery upon the exercise of the Warrants, a11 shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of the Warrants.

         12. Listing on Securities  Exchanges;  Registration.  If the Company at
any time shall list any Common  Stock on any  national  securities  exchange and
shall register such Common Stock under the  Securities  Exchange Act of 1934 (as
then in effect, or any similar statute then in effect), the Company will, at its
expense,  simultaneously list on such exchange, upon official notice of issuance
upon the exercise of the  Warrants,  and maintain such listing of, all shares of
Common  Stock from time to time  issuable  upon the exercise of the Warrants and
the Company will so list on any national securities exchange, will so


<PAGE>



register and will maintain  such listing of, any Other  Securities it and at the
time that any  securities  of like class or similar type shall be listed on such
national securities exchange by the Company.

         13.  Exchange of  Warrants.  Subject to the  provisions  of paragraph 2
hereof,  upon surrender for exchange of any Warrant,  properly endorsed,  to the
Company,  the Company at its own  expense  will issue and deliver to or upon the
order of the holder thereof a new Warrant or Warrants of like tenor, in the name
of such holder or as such holder (upon payment by such holder or 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 or faces
of the Warrant or Warrants so surrendered.

         14.  Replacement  of  Warrants.  Upon  receipt of  evidence  reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of Any
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 or, in the case of any such mutilation,  upon surrender and cancellation
of such  Warrant,  the Company at its expense  will  execute and deliver in lieu
thereof, a new warrant of like tenor.

         15. Warrant Agent. The Company may, by written notice to each holder of
a Warrant, appoint an agent having an office in Boston,  Massachusetts,  for the
purpose of issuing Common Stock (or Other  Securities)  upon the exercise of the
Warrants pursuant to section 3, exchanging  Warrants pursuant to section 14, and
replacing  Warrants  pursuant  to  section  15,  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.



<PAGE>



         16.  Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  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.  Restrictions  on  Transfer  and  Assignability.  This  Warrant  is
non-assignable  and  non-transferable  without the prior written  consent of the
Company,  and in the event of such consent,  shall continue to be subject to the
provisions of section 2 of this Warrant,

                           (a) subject to the provisions  hereof,  title to this
Warrant may be transferred by  endorsement  (by the holder hereof  executing the
form of assignment at the end hereof).

                           (b) until this Warrant is transferred on the books of
the Company,  the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, not-withstanding any notice to the contrary.

                           (c)  Notwithstanding  any provisions to the contrary,
this warrant shall be  assignable  and  transferable  without the consent of the
Company at the earlier of (1) May 26, 1991 or (2) the effective date of a public
offering.  In such  event  the  Warrant  shall  continue  to be  subject  to the
provisions of section 2 of this Warrant.

         18. Notices, etc. All notices and other communications from the Company
to the  holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until an address is so  furnished,  to
and at the address of the last holder of this  Warrant who has so  furnished  on
address to the Company.


<PAGE>



         19.       Financial Reporting.

                  (a)  Annual  Reports.  The  Company  agrees to  deliver to the
Holder of the warrant,  as soon as practicable after the end of each fiscal year
and in any event with 120 days thereafter,  a consolidated  balance sheet of the
Company  as at the  end  of  such  fiscal  year,  a  consolidated  statement  of
operations, and a consolidated statement of sources and applications of funds of
the  Company for such year,  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently  applied and setting  forth in each case in
comparative  form the figures for the previous  fiscal year,  all in  reasonable
detail and certified by independent public accountant selected by the Company.

                  (b) Quarterly  Reports.  The Company  agrees to deliver to the
Holder of the Warrant as soon as practicable  after the end of each of the first
three  quarterly  fiscal  periods in each fiscal year and in any event within 60
days  thereafter,  a consolidated  balance sheet of the Company as at the end of
such period, a consolidated statement of operations and a consolidated statement
of sources and applications of funds of the Company for such period in each case
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied and setting forth in comparative  form the figures for the
corresponding  periods of the previous fiscal year, all in reasonable detail and
certified, subject to changes resulting from audit adjustments, by the principal
financial or accounting officer of the Company.

                  (c)  Inspection.  The Company  agrees to permit any authorized
representative  of any Holder of the Warrant to visit the Company to discuss its
affairs  and  finances  with its  officers,  all upon  reasonable  notice to the
Company, at such reasonable time and as often as may be reasonably requested.

                  (d) Investors  Receiving Reports and Rights. The Company shall
deliver the reports or give the rights specified in Paragraphs 19(a),  19(b) and
l9(c) to each Holder of the Warrant  until the earlier of: (i) the closing  date
of the Company's first  underwritten  public  offering  pursuant to an effective
registration statement filed under the Act; or (ii) as to such


<PAGE>



Holder of the Warrant,  the date on which this warrant expires at which time the
Company's  obligation  to  deliver  such  reports  or  give  such  rights  shall
terminate.

         20.  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 is being  delivered in the State of  Massachusetts  and
shall be construed and enforced in  accordance  with and governed by the laws of
such State. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof.
 
        21.  Extended  Expiration.  The right to exercise  this  Warrant  shall
expire at 5:00 P.M., Boston time, on provided,  however,  that if the holders of
Warrant issued  hereunder  have, in accordance  with the terms hereof,  exercise
their rights pursuant to subsection 1.1 hereof and registration  statement under
subsection  1.1 has not become  effective  prior to the  expiration  date of the
right to exercise  this  Warrant,  then the right to exercise  Warrant  shall be
extended and shall expire 30 days after the effective date of such  registration
statement.

Dated:  _______________________

                                             AUTOMATED LIGHT TECHNOLOGIES, INC.



                                             By:______________________________
                                                      President

[Corporate Seal]

Attest:

--------------------
Secretary                                            (warrants.ov2)


<PAGE>



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

To:      AUTOMATED LIGHT TECHNOLOGIES, INCORPORATED

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  shares of Voting Stock of Automated  Light  Technologies,
Incorporated,  and herewith makes payment of $ therefore,  and requests that the
certificates for such shares be issued in the name of, and delivered to, , those
address is .

Dated:_____________


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

                                              ----------------------------------
                                              Address

----------
* Insert here the number of shares called for on the face of the Warrant (or, in
the case of a partial  exercise,  the portion thereof as to which the Warrant is
being  exercised),  in either case without  making any adjustment for additional
Common Stock or any other stock or other  securities  or property or cash which,
pursuant to the adjustment  provisions of the Warrant,  may be deliverable  upon
exercise.
                               FORM OF ASSIGNMENT
                  (To be signed only upon transfer of Warrant)

         For value received,  the undersigned  hereby sells,  assigns  transfers
unto  the  right  represented  by the  within  Warrant  to  purchase  the  right
represented by the within Warrant


<PAGE>



to purchase  shares of Voting  Common  Stock of  Automated  Light  Technologies,
Incorporated  to which the within  Warrant  relates,  and  appoints  Attorney to
transfer such right on the books of Automated Light  Technologies,  Incorporated
with full power of substitution in the premises.  The Warrant being  transferred
hereby  is one of an  aggregate  of Common  Stock  Purchase  Warrants  issued by
Automated Light Technologies, Incorporated to as of , .


Dated: ________________

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

                                              ----------------------------------
                                              Address

----------
Signature  guaranteed by a Bank or Trust Company having its principal  office in
Boston,  Massachusetts  or by a Member  Firm of the New York or  American  Stock
Exchange.