EXHIBIT 4.5


THIS WARRANT,  AND THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT,  HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  ("SECURITIES ACT")
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY HAVE BEEN
OR WILL BE ACQUIRED FOR INVESTMENT  PURPOSES ONLY AND MAY NOT BE OFFERED,  SOLD,
PLEDGED  OR  OTHERWISE   TRANSFERRED   EXCEPT   PURSUANT  TO  (A)  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  AND ANY  APPLICABLE  STATE
SECURITIES  LAWS,  OR (B) AN OPINION OF COUNSEL,  IN FORM,  SUBSTANCE  AND SCOPE
REASONABLY  ACCEPTABLE TO THE COMPANY,  THAT  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.



                                     WARRANT

                                                               Right to Purchase
                                                  _______ Shares of Common Stock
                                                                $0.003 Par Value

Date:       __________ __, 2001

                         QUERYOBJECT SYSTEMS CORPORATION
                          COMMON STOCK PURCHASE WARRANT

            THIS CERTIFIES THAT, for value received,  ______________________  or
his or its  registered  assigns  (the  "Holder"),  is entitled to purchase  from
QUERYOBJECT SYSTEMS CORPORATION,  a Delaware corporation (the "Company"), at any
time and from time to time until  5:00 p.m.,  prevailing  Eastern  Time,  on the
"Expiration  Date" (as defined below)  (_______)  fully paid and  non-assessable
shares of the Company's  common  stock,  par value $0.003 per share (the "Common
Stock").  This Warrant  entitles  the Holder to purchase  shares of Common Stock
commencing on the date hereof until the five year  anniversary  thereof,  for an
initial  exercise  price equal to $[ ]. The shares of Common Stock issuable upon
exercise hereof are referred to herein as the "Warrant  Shares" and the exercise
price of this  Warrant is referred to herein as the  "Exercise  Price." The term
"Warrants"  means this Warrant and the other  warrants of the Company  issued in
the Company's  private  offering (the  "Private  Offering") of units,  each unit
consisting  of one share of Common  Stock and two  Warrants,  made  pursuant  to
Subscription  Agreements  dated as of _____ __, 2001 that have been entered into
by the Company and each  subscriber in the Private  Offering (the  "Subscription
Agreement").


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

1.          Manner of Exercise; Issuance of Certificates; Payment for Shares.
            ----------------------------------------------------------------

            1.1 Exercise Notice.  Subject to the provisions hereof, this Warrant
may be exercised by the Holder hereof,  in whole or in part, by the surrender of
this Warrant, together with (i) a completed exercise notice in the form attached
hereto as Exhibit 1 (the  "Exercise  Notice"),  to the Company on or before 5:00
p.m.,  prevailing  Eastern Time, 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 (ii)  payment to the Company in
cash,  by check or by wire  transfer  for the  account  of the  Company,  of the
Exercise Price for each of the Warrant Shares  specified in the Exercise Notice.
The  Warrant  Shares so  purchased  shall be  deemed to be issued to the  Holder
hereof or such Holder's designee,  as the record owner of such shares, as of the
close  of  business  on the  date on  which  this  Warrant  shall  have  been so
surrendered, the completed






Exercise  Notice shall have been  delivered and payment shall have been made for
such shares as set forth above.

            1.2 Delivery of Certificates. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Notice,  shall be delivered to the Holder hereof within a reasonable  time,  not
exceeding five trading days, after this Warrant shall have been so exercised and
Holder's payment shall have been collected.  The certificates so delivered shall
be in such denominations as may be reasonably requested by the Holder hereof and
shall be  registered  in the name of such  Holder or such other name as shall be
designated  by such Holder.  If this Warrant shall have been  exercised  only in
part,  then,  unless this Warrant shall have expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the Holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

            Subject to Section 1.4 hereof,  upon delivery of an Exercise  Notice
and  payment for the  Warrant  Shares to be  purchased  thereby,  the  Company's
obligation to deliver certificates for such Warrant Shares shall be absolute and
unconditional  and the Company  agrees not to assert  (and hereby  waives to the
fullest  extent  permitted by law) any  defenses  against its  obligation  to so
deliver  such  certificates.  In the event the  Company  fails to  deliver  such
certificates, the Company understands that the Holder will be entitled to pursue
actual damages  (whether or not such failure is caused by the Company's  failure
to maintain a sufficient number of authorized shares of Common Stock),  and each
Holder shall have the right to pursue all remedies available at law or in equity
(including a decree of specific performance or injunctive relief).

            1.3 Period of  Exercise.  This  Warrant  shall be  exercisable  (the
"Exercise  Period")  at any time on or after the date  hereof  and prior to 5:00
p.m., prevailing Eastern Time, on _____ __, 2006 (the "Expiration Date").

            1.4 Right of Rescission.  Any Holder that delivers to the Company an
Exercise Notice at any time during the period  beginning on the date the Company
first gives  notice to the Holders of  Warrants of any  contemplated  "Corporate
Event" (as defined in Section 2.4 hereof) and the day  immediately  prior to the
date the  Corporate  Event is to be  effected  or  consummated,  shall  have the
absolute  right,  in his  discretion,  if the Corporate Event is not effected or
consummated as  contemplated,  to rescind his Exercise  Notice by written notice
delivered  to the  Company  within 10 days  after the date on which the  Company
delivers notice to such Holder of the cancellation of the Corporate Event.  Such
notice of  cancellation  shall be delivered by the Company to each Holder within
three days of the cancellation of any contemplated Corporate Event.

2.          Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

            2.1 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.

            2.2 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.

            2.3 No  Impairment.  The  Company  shall not,  by  amendment  of its
charter or through a reorganization,  transfer of assets, consolidation, merger,
dissolution, issuance 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 shall at all times in good faith
assist in the

                                        2





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 against dilution or
other impairment, consistent with the tenor and purpose of this Warrant. Without
limiting the generality of the foregoing, the Company (i) shall 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) shall 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.

            2.4 Events  Requiring  Notice to  Holders.  The  Company  shall give
notice  to the  Holder  upon  one or more of the  following  events:  (i) if the
Company  shall take a record of the holders of its Common  Stock for the purpose
of entitling them to receive any dividend or  distribution,  or (ii) the Company
shall  offer to all the  holders of its Common  Stock any  additional  shares of
capital stock of the Company or securities  convertible into or exchangeable for
shares of  capital  stock of the  Company,  or any  option,  right or warrant to
subscribe  therefor,  or (iii) a  dissolution,  liquidation or winding up of the
Company,  or a sale  of all or  substantially  all of its  property,  assets  or
business,  or a merger or consolidation with another entity in which the Company
is either not the surviving entity or is the surviving entity, but the owners of
the  Company's  voting  capital  stock  immediately  prior  to  such  merger  or
consolidation  fail to hold at least 50% of the voting securities of the Company
after the merger (each such event a "Corporate  Event").  The Company shall give
written notice of such  Corporate  Event to each Holder of a Warrant at least 20
days prior to the date fixed as a record  date or the date of the closing of the
transfer books for the determination of the stockholders entitled to the benefit
of, or to participate in, or to vote on such Corporate Event.  Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.

3.          Adjustment  Provisions.  During the  Exercise  Period,  the Exercise
Price and the number of Warrant  Shares  issuable  upon exercise of this Warrant
shall be subject to adjustment from time to time as provided in this Section 3.

            3.1 Exercise Price  Adjustments.  The Exercise Price hereof shall be
subject to adjustment  at any time when this Warrant is issued and  outstanding,
in the following manner (i) the Exercise Price shall be proportionately  reduced
if the number of outstanding shares of Common Stock, as a class, is increased by
a stock split, stock dividend, reclassification or other similar event; and (ii)
the  Exercise  Price  shall  be  proportionately  increased  if  the  number  of
outstanding  shares of Common Stock, as a class, is decreased by a reverse stock
split, combination or reclassification of shares, or other similar event.

            3.2  Adjustment  in  the  Aggregate  Number  of  Shares.  Upon  each
adjustment of the Exercise  Price  pursuant to the provisions of this Section 3,
the  aggregate  number of Warrant  Shares  issuable  upon the  exercise  of this
Warrant shall be adjusted to the nearest full number obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

            3.3 Adjustment Due to Mergers,  Consolidation,  etc. If, at any time
when  this  Warrant  is  issued  and   outstanding,   there  shall  be  (i)  any
consolidation or merger of the Company with any other corporation  (other than a
merger in which the Company is the surviving or continuing entity and the owners
of the Company's voting capital stock  immediately prior to such merger continue
to hold at least 50% of the voting  securities of the Company after the merger),
(ii) any sale or  transfer  of all or  substantially  all of the  assets  of the
Company or (iii) any share  exchange  pursuant  to which all of the  outstanding
shares of Common Stock are converted  into other  securities  or property  (each
such event a "Merger  Event"),  then the Holder of this Warrant shall thereafter
have the right to receive upon  exercise of his or its  Warrant,  upon the basis
and upon the  terms and  conditions  specified  herein  and in lieu of shares of
Common Stock, such shares of stock, securities

                                        3
320006.1





and other property as would have been issuable or payable in connection with the
Merger  Event with  respect to or in exchange for the number of shares of Common
Stock immediately  theretofore issuable and receivable upon the exercise of this
Warrant had such Merger Event not taken place,  and in any such case appropriate
provisions  shall be made with respect to the rights and interests of the Holder
of this Warrant to the effect that the  provisions  hereof  (including,  without
limitation,   provisions   for   adjustment  of  the  Exercise   Price  and  the
corresponding  number of shares of Common Stock  issuable  upon exercise of this
Warrant)  shall  thereafter be  applicable,  as nearly as may be  practicable in
relation to any shares of stock or securities  thereafter  deliverable  upon the
exercise hereof. The Company shall not effect any transaction  described in this
Section 3.3 unless (x) the Holder of this Warrant has been given written  notice
as provided in Section 2.4, and (y) the resulting  successor or acquiring entity
(if not the  Company)  assumes by written  instrument  the  obligations  of this
Section  3.3.  The  above   provisions   shall  similarly  apply  to  successive
consolidations, mergers, sales, transfers or share exchanges.

            3.4 Adjustment for Other Events. If any event occurs as to which the
foregoing  provisions  of this  Section  3 are not  strictly  applicable  or, if
strictly applicable, would not fairly and adequately protect the exercise rights
of this Warrant in accordance  with the essential  intent and principles of such
provisions,  then the Board of  Directors  shall  make such  adjustments  in the
application of such  provisions,  in accordance  with such essential  intent and
principles, as shall be reasonably necessary, to protect such exercise rights as
aforesaid,  but in no  event  shall  any such  adjustment  have  the  effect  of
increasing the Exercise Price or decreasing the number of shares of Common Stock
issuable upon exercise of this Warrant.

4.          Limitation on Sales. The Holder  acknowledges  that this Warrant and
the Warrant Shares have not been  registered  under the Securities Act as of the
date of issuance hereof and agrees not to sell,  pledge,  distribute,  offer for
sale,  transfer or  otherwise  dispose of this  Warrant,  or any Warrant  Shares
issued  upon its  exercise,  in the  absence  of (i) an  effective  registration
statement under the Securities Act and any applicable  state  securities laws or
(ii) an opinion of counsel, in form,  substance and scope reasonably  acceptable
to the Company,  that  registration  is not required under the Securities Act or
any applicable state securities laws.

            Without  limiting  the  generality  of  the  foregoing,  unless  the
offering  and sale of the  Warrant  Shares  to be  issued  upon  the  particular
exercise  of the  Warrant  shall  have  been  effectively  registered  under the
Securities  Act, the Company  shall be under no  obligation  to issue the shares
covered by such  exercise  unless and until the Holder  shall have  executed  an
investment letter in form and substance satisfactory to the Company, including a
warranty at the time of such exercise  that it is acquiring  such shares for its
own  account,  and will not transfer the Warrant  Shares  unless  pursuant to an
effective and current  registration  statement  under the  Securities  Act or an
exemption from the registration requirements of the Securities Act and any other
applicable  restrictions,  in  which  event  the  Holder  shall  be bound by the
provisions  of a legend or legends to such effect  which shall be endorsed  upon
the  certificate(s)  representing  the Warrant  Shares  issued  pursuant to such
exercise. In such event, the Warrant Shares issued upon exercise hereof shall be
imprinted with a legend in substantially the following form:

            "THIS   SECURITY  HAS  NOT  BEEN   REGISTERED   UNDER  THE
            SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
            SECURITIES  LAWS.  THIS  SECURITY  HAS  BEEN  OR  WILL  BE
            ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY  AND  MAY NOT BE
            OFFERED,  SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED  EXCEPT
            PURSUANT TO (A) AN EFFECTIVE  REGISTRATION STATEMENT UNDER
            THE  SECURITIES ACT AND ANY  APPLICABLE  STATE  SECURITIES
            LAWS, OR (B) AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND
            SCOPE   REASONABLY   ACCEPTABLE   TO  THE  COMPANY,   THAT
            REGISTRATION  IS NOT REQUIRED  UNDER THE SECURITIES ACT OR
            ANY APPLICABLE STATE SECURITIES LAWS."

                                        4





5.          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.

6.          No Rights or Liabilities as Stockholder.  The Holder of this Warrant
prior to its  exercise  is not  entitled,  by virtue of being  such  Holder,  to
receive  dividends,  to vote,  and except as provided in Section 2.4 hereof,  to
receive  notice of  stockholders'  meetings  or to  exercise  any  other  rights
whatsoever as a stockholder of the Company. No provision of this Warrant, in the
absence of affirmative  action by the Holder hereof to exercise this Warrant for
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 stockholder  of the Company,  whether such  liability is
asserted by the Company or by creditors of the Company.

7.          Transfer, Exchange, and Replacement of Warrant.
            ----------------------------------------------

            7.1    Transfer.
                   --------

                   7.1.1  Restriction  on Transfer.  This Warrant and the rights
granted  to the  Holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto as  Exhibit  2, at the  office  or agency of the  Company
referred to in Section 7.5 below.  Until due  presentment  for  registration  of
transfer  on the books of the  Company,  the  Company  may treat the  registered
Holder hereof as the owner and Holder  hereof for all purposes,  and the Company
shall not be affected by any notice to the contrary.

                   7.1.2 Exercise or Transfer Without  Registration.  If, at the
time of the surrender of this Warrant in connection with any exercise,  transfer
or exchange of this Warrant, this Warrant (or, in the case of any exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise, transfer or exchange that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written opinion of counsel, in form, substance and scope reasonably acceptable
to the Company,  that  registration  is not required under the Securities Act or
any applicable state securities laws.

            7.2 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 7.5 below, for new Warrants of like
tenor of different  denominations  representing  in the  aggregate  the right to
purchase the number of Warrant Shares that 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.

            7.3  Replacement  of Warrant.  Upon  receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  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 this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

            7.4  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

                                        5






shall be promptly  canceled  by the  Company.  The  Company  shall pay all taxes
(other than securities  transfer taxes) and all other expenses (other than legal
expenses,  if any, incurred by the Holder or transferees) and charges payable in
connection with the preparation,  execution and delivery of Warrants pursuant to
this Section 7.

            7.5 Warrant Register.  The Company shall maintain,  at its principal
executive  offices (or at the offices of the transfer  agent for the Warrants or
such other office or agency of the Company as it may  designate by notice to the
Holder  hereof),  a register for this Warrant (the "Warrant  Register") in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

8.          Registration  Rights.  The Holder of this Warrant and/or the Warrant
Shares and any transferee  hereof and thereof is entitled to the benefit of such
registration  rights in  respect of the  Warrant  Shares as are set forth in the
Subscription Agreement.

9.          Redemption.
            ----------

            9.1 Redemption Rights. The Company may redeem all (but not less than
all) of the Warrants at any time, at the price of $.01 per Warrant,  upon notice
of  redemption  given as provided in Section 9.2,  provided that (i) the Warrant
Shares have been  registered for resale by means of the  Registration  Statement
(as defined in the Subscription  Agreement) or any other registration statement;
(ii) the  Registration  Statement,  or such  other  registration  statement,  is
current and effective at the time the aforementioned  notice is sent and through
the redemption  period; and (iii) the closing sale price of the Common Stock has
been at least 160% of the then  Exercise  Price of the  Warrants for the 20 most
recent trading days ending within two trading days of such notice of redemption.

            9.2 Date Fixed for  Redemption;  Notice of Redemption.  In the event
the Company shall elect to redeem all of the  Warrants,  the Company shall fix a
date for the redemption (the "Redemption  Date") and mail a notice of redemption
by first class mail,  postage  prepaid,  not less than 30 days prior to the date
fixed for  redemption  to the Holder of the  Warrant  at its last  address as it
shall appear on the Warrant  Register.  Any notice  mailed in the manner  herein
provided shall be  conclusively  presumed to have been duly given whether or not
the  registered  Holder  received such notice.  The notice of  redemption  shall
specify (i) the redemption price, (ii) the date fixed for redemption,  (iii) the
place where the Warrant is to be delivered and the  redemption  price to be paid
and (iv) that the right to exercise  the Warrant  shall  terminate at 5:00 p.m.,
prevailing  Eastern  Time,  on  the  business  day  immediately   preceding  the
Redemption  Date. No failure to mail such notice,  nor any defect  therein or in
the mailing  thereof,  shall  affect the  validity of the  proceedings  for such
redemption  except as to a Holder (a) to whom notice was not mailed or (b) whose
notice was  defective.  An affidavit of the Secretary of the Company that notice
of  redemption  has been mailed shall,  in the absence of fraud,  be prima facie
evidence of the facts stated therein.

            9.3  Exercise  After  Notice  of  Redemption.  The  Warrants  may be
exercised  in  accordance  with  Section 1 of this  Agreement  at any time after
notice of  redemption  shall have been given by the Company  pursuant to Section
9.2 hereof and until 5:00 p.m.,  prevailing  Eastern  Time,  on the business day
immediately preceding the Redemption Date. On and after the Redemption Date, the
Holder of the  Warrant  shall have no further  rights  except to  receive,  upon
surrender of the Warrant, the redemption price.


                                        6





10.         Miscellaneous.
            -------------

            10.1  Notices.  Any notices  required or permitted to be given under
the terms of this Warrant shall be in writing and shall be sufficiently given if
delivered to the addressees in person by overnight courier service, by confirmed
facsimile  or,  if  mailed,  postage  prepaid  certified  mail  (return  receipt
requested),  and shall be effective three 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:

                        QueryObject Systems Corporation
                        One Expressway Plaza
                        Suite 208
                        Roslyn Heights, NY 11577
                        Attn: Daniel M. Pess, Chief Financial Officer
                              and Executive Vice President
                        Telecopy: (516) 228-8584


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 10.

            10.2  Governing  Law;  Jurisdiction.  This Warrant will be deemed to
have  been  made and  delivered  in New York  City  and will be  governed  as to
validity, interpretation,  construction, effect and in all other respects by the
internal  laws of the State of New York.  The Company and the Holder each hereby
(i) agrees that any legal suit, action or proceeding  arising out of or relating
to this Warrant shall be instituted exclusively in New York State Supreme Court,
County of New York,  or in the United  States  District  Court for the  Southern
District of New York,  (ii) waives any  objection to the venue of any such suit,
action or proceeding and the right to assert that such forum is not a convenient
forum for such suit, action or proceeding, and (iii) irrevocably consents to the
jurisdiction  of the New York State Supreme  Court,  County of New York, and the
United States  District Court for the Southern  District of New York in any such
suit,  action or  proceeding  and the  Company  further  agrees  to  accept  and
acknowledge  service or any and all process that may be served in any such suit,
action or proceeding in New York State Supreme  Court,  County of New York or in
the United States District Court for the Southern District of New York.

            10.3  Amendments.  This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the Holder hereof.

            10.4 Section  Headings.  Section  headings herein have been inserted
for reference only and shall not be deemed to otherwise  affect,  in any matter,
or be deemed to interpret in whole or part,  any of the terms or  provisions  of
this Warrant.


                                        7






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

                                           QUERYOBJECT SYSTEMS CORPORATION


                                           By:
                                              ----------------------------------
                                              Name: Daniel M. Pess
                                              Title: Executive Vice President and
                                                     Chief Financial Officer






                                        8





                                                                       EXHIBIT 1


Form to be used to exercise Warrant:



                                 EXERCISE NOTICE

QueryObject Systems Corporation
One Expressway Plaza
Suite 208
Roslyn Heights, NY 11577
Attn: Chief Financial Officer


Date:_________________

            The  undersigned  hereby elects to purchase  ________  shares of the
Common  Stock  of  QueryObject  Systems  Corporation,  pursuant  to terms of the
attached  Warrant,  and tenders  herewith  payment of the purchase price of such
shares in full, together with all applicable transfer taxes, if any.

            Please issue the Warrant Shares in accordance with the  instructions
given below.

            Please issue a certificate or certificates  representing said shares
of the Common Stock in the name of the  undersigned  or in such other name as is
specified below:


                                                ------------------------------
                                                Signature

                                                ------------------------------
                                                Print Name

            NOTICE:  THE  SIGNATURE ON THIS FORM MUST  CORRESPOND TO THE NAME AS
WRITTEN  UPON  THE  FACE OF THE  WITHIN  WARRANT  IN  EVERY  PARTICULAR  WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.


                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name      ________________________________________________________
                         (Print in Block Letters)

Address   ________________________________________________________





                                                                       EXHIBIT 2


Form to be used to assign Warrant:


                                   ASSIGNMENT


            (To be executed by the registered Holder to effect a transfer of the
within Warrant):

            FOR VALUE RECEIVED, ___________________________________________ does
hereby sell, assign and transfer  unto__________________________________________
a Warrant  to  purchase  ______________  shares of Common  Stock of  QueryObject
Systems  Corporation  ("Company")  evidenced  by  the  within  and  does  hereby
authorize the Company to transfer such right on the books of the Company.

Dated: ___________________



                                             ------------------------------
                                             Signature

                                             ------------------------------
                                             Print Name




            NOTICE:  THE  SIGNATURE ON THIS FORM MUST  CORRESPOND  TOTHE NAME AS
WRITTEN  UPON  THE  FACE OF THE  WITHIN  WARRANT  IN  EVERY  PARTICULAR  WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.