APPIANT TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>

THIS  WARRANT  AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES  ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR  OTHERWISE  DISPOSED  OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE  SECURITIES  LAWS  OR  APPIANT  TECHNOLOGIES,  INC. SHALL HAVE
RECEIVED  AN  OPINION  OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS  NOT  REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                           APPIANT TECHNOLOGIES, INC.


                             Expires April __, 2007

No.:  W-__                                           Number of Shares: _________
Date of Issuance: April __, 2002


     FOR  VALUE  RECEIVED,  subject to the provisions hereinafter set forth, the
undersigned,  Appiant  Technologies, Inc., a Delaware corporation (together with
its  successors  and  assigns,  the  "Issuer"),  hereby  certifies  that
                                      ------
________________________________  or  its  registered  assigns  is  entitled  to
subscribe  for  and purchase, during the period specified in this Warrant, up to
____________________________  (__________)  shares  (subject  to  adjustment  as
hereinafter  provided)  of  the  duly authorized, validly issued, fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to  the  Warrant  Price  then in effect, subject, however, to the provisions and
upon  the terms and conditions hereinafter set forth.  Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified  in  Section  9  hereof.

     1.     Term.  The  right  to  subscribe  for and purchase shares of Warrant
            ----
Stock  represented hereby shall commence on the date of issuance of this Warrant
and  shall  expire  at  5:00  p.m., eastern time, on April __, 2007 (such period
being  the  "Term").
             ----


                                      -1-
<PAGE>
2.     Method  of  Exercise  Payment;  Issuance  of  New  Warrant;  Transfer and
       -------------------------------------------------------------------------
Exchange.
       -

     (a)     Time  of Exercise.  The purchase rights represented by this Warrant
             -----------------
may  be  exercised  in whole or in part at any time and from time to time during
the  Term.

     (b)     Method  of  Exercise.  The Holder hereof may exercise this Warrant,
             --------------------
in  whole  or  in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to  the  Issuer  of  an  amount  of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares  of  Warrant  Stock  with  respect  to  which  this Warrant is then being
exercised,  payable  at such Holder's election (i) by certified or official bank
check  or  by  wire  transfer  to  an  account designated by the Issuer, (ii) by
"cashless  exercise" by surrender to the Issuer for cancellation of a portion of
this  Warrant representing that number of unissued shares of Warrant Stock which
is  equal  to  the  quotient  obtained  by  dividing (A) the product obtained by
multiplying  the  Warrant  Price  by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the Per Share Market Value as of the date of
such  exercise,  or  (iii)  by a combination of the foregoing methods of payment
selected  by  the  Holder  of this Warrant.  In any case where the consideration
payable  upon  such  exercise  is being paid in whole or in part pursuant to the
provisions  of  clause  (ii)  of  this  subsection  (b),  such exercise shall be
accompanied  by  written  notice  from the Holder of this Warrant specifying the
manner  of  payment  thereof  and containing a calculation showing the number of
shares  of  Warrant  Stock  with  respect  to which rights are being surrendered
thereunder and the net number of shares to be issued after giving effect to such
surrender.

     (c)     Issuance  of  Stock  Certificates.  In the event of any exercise of
             ---------------------------------
the  rights  represented  by  this Warrant in accordance with and subject to the
terms and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased  shall  be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise,  and  the  Holder  hereof  shall  be deemed for all purposes to be the
Holder  of  the  shares  of  Warrant  Stock  so purchased as of the date of such
exercise,  and  (ii) unless this Warrant has expired, a new Warrant representing
the  number  of  shares  of  Warrant  Stock,  if any, with respect to which this
Warrant  shall not then have been exercised (less any amount thereof which shall
have  been  canceled  in  payment  or  partial  payment  of the Warrant Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense  within  such  time.

     (d)     Transferability  of Warrant.  Subject to Section 2(e), this Warrant
             ---------------------------
may  be  transferred  by  a  Holder  without  the  consent  of  the  Issuer.  If
transferred  pursuant  to  this  paragraph  and  subject  to  the  provisions of
subsection  (e)  of this Section 2, this Warrant may be transferred on the books
of  the  Issuer  by  the Holder hereof in person or by duly authorized attorney,
upon  surrender  of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon  payment of any necessary transfer tax or other governmental charge imposed
upon such transfer.  This Warrant is exchangeable at the principal office of the
Issuer  for  Warrants for the purchase of the same aggregate number of shares of
Warrant  Stock,  each new Warrant to represent the right to purchase such number
of  shares  of Warrant Stock as the Holder hereof shall designate at the time of
such exchange.  All Warrants issued on transfers or exchanges shall be dated the
Original  Issue  Date  and shall be identical with this Warrant except as to the
number  of  shares  of  Warrant  Stock  issuable  pursuant  hereto.


                                      -2-
<PAGE>
     (e)     Compliance  with  Securities  Laws.
             -----------------------------------

     (i)     The Holder of this Warrant, by acceptance hereof, acknowledges that
this  Warrant  or  the shares of Warrant Stock to be issued upon exercise hereof
are  being acquired solely for the Holder's own account and not as a nominee for
any other party, and for investment, and that the Holder will not offer, sell or
otherwise  dispose  of  this Warrant or any shares of Warrant Stock to be issued
upon  exercise hereof except pursuant to an effective registration statement, or
an  exemption  from  registration,  under  the Securities Act and any applicable
state  securities  laws.

     (ii)     Except  as provided in paragraph (iii) below, this Warrant and all
certificates  representing  shares  of Warrant Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following form:

     THIS  WARRANT  AND  THE  SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
     HEREOF  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED  (THE  "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS AND MAY
     NOT  BE  SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
     UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
     APPIANT  TECHNOLOGIES,  INC.  SHALL  HAVE  RECEIVED  AN OPINION OF ITS
     COUNSEL  THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
     AND  UNDER  THE  PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
     REQUIRED.

     (iii)     The restrictions imposed by this subsection (e) upon the transfer
of  this  Warrant  or  the shares of Warrant Stock to be purchased upon exercise
hereof  shall terminate (A) when such securities shall have been resold pursuant
to  an  effective  registration statement under the Securities Act, (B) upon the
Issuer's  receipt  of  an  acceptable  opinion of qualified counsel, in form and
substance  reasonably satisfactory to the Issuer, addressed to the Issuer to the
effect  that  such restrictions are no longer required to ensure compliance with
the Securities Act and state securities laws or (C) upon the Issuer's receipt of
other  evidence reasonably satisfactory to the Issuer that such registration and
qualification  under  the  Securities  Act  and  state  securities  laws are not
required.  Whenever  such  restrictions shall cease and terminate as to any such
securities,  the Holder thereof shall be entitled to receive from the Issuer (or
its  transfer  agent  and  registrar),  without  expense  (other than applicable
transfer  taxes,  if  any),  new  Warrants (or, in the case of shares of Warrant
Stock,  new  stock certificates) of like tenor not bearing the applicable legend
required  by  paragraph  (ii)  above  relating  to  the Securities Act and state
securities  laws.

     (f)     Continuing Rights of Holder.  The Issuer will, at the time of or at
             ---------------------------
any  time  after  each  exercise of this Warrant, upon the request of the Holder
hereof,  acknowledge in writing the extent, if any, of its continuing obligation


                                      -3-
<PAGE>
to  afford  to  such Holder all rights to which such Holder shall continue to be
entitled  after  such  exercise  in  accordance  with the terms of this Warrant,
provided  that  if  any  such  Holder  shall  fail to make any such request, the
     ---
failure  shall not affect the continuing obligation of the Issuer to afford such
     -
rights  to  such  Holder.

     3.     Stock  Fully  Paid;  Reservation  and  Listing of Shares; Covenants.
            --------------------------------------------------------------------

     (a)     Stock  Fully  Paid.  The Issuer represents, warrants, covenants and
             ------------------
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this  Warrant  or  otherwise  hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges  created  by or through Issuer.  The Issuer further covenants and agrees
that  during  the  period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise  of  this  Warrant  a  sufficient  number  of shares of Common Stock to
provide  for  the  exercise  of  this  Warrant.

     (b)     Reservation.  If any shares of Common Stock required to be reserved
             -----------
for  issuance  upon  exercise of this Warrant or as otherwise provided hereunder
require  registration or qualification with any governmental authority under any
federal  or  state  law  before such shares may be so issued, the Issuer will in
good  faith  use its best efforts as expeditiously as possible at its expense to
cause  such shares to be duly registered or qualified.  If the Issuer shall list
any  shares of Common Stock on any securities exchange or market it will, at its
expense,  list  thereon,  maintain and increase when necessary such listing, of,
all  shares  of  Warrant  Stock  from  time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the  applicable  securities exchange rules, all unissued shares of Warrant Stock
which  are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of  this  Warrant shall be entitled to receive upon the exercise of this Warrant
if  at  the  time  any  securities  of  the  same  class shall be listed on such
securities  exchange  or  market  by  the  Issuer.

     (c)     Covenants.  The  Issuer  shall not by any action including, without
             ---------
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of  assets,  consolidation, merger,
dissolution,  issue  or sale of securities or any other action, avoid or seek to
avoid  the  observance  or  performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in  the taking of all such actions as may be necessary or appropriate to protect
the  rights  of  the  Holder hereof against dilution (to the extent specifically
provided  herein)  or  impairment.  Without  limiting  the  generality  of  the
foregoing,  the  Issuer will (i) not permit the par value, if any, of its Common
Stock  to  exceed the then effective Warrant Price, (ii) not amend or modify any
provision  of  the  Articles  of  Incorporation  or by-laws of the Issuer in any
manner  that  would  adversely  affect  in  any  way  the powers, preferences or
relative  participating, optional or other special rights of the Common Stock or
which  would  adversely  affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly  and  legally issue fully paid and nonassessable shares of Common Stock,
free  and  clear of any liens, claims, encumbrances and restrictions (other than
as  provided  herein)  upon  the exercise of this Warrant, and (iv) use its best


                                      -4-
<PAGE>
efforts  to  obtain  all  such  authorizations,  exemptions or consents from any
public  regulatory  body  having  jurisdiction  thereof  as  may  be  reasonably
necessary  to  enable  the Issuer to perform its obligations under this Warrant.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
          ----------------------------------------
satisfactory  to the Issuer of the ownership of and the loss, theft, destruction
or  mutilation  of  any  Warrant  and,  in  the  case of any such loss, theft or
destruction,  upon  receipt  of indemnity or security satisfactory to the Issuer
or,  in the case of any such mutilation, upon surrender and cancellation of such
Warrant,  the  Issuer  will  make  and  deliver,  in  lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right  to  purchase  the  same  number  of  shares  of  Common  Stock.

     (e) Registration Rights. The Warrant Stock of the Issuer is entitled to the
         -------------------
benefits and subject to the terms of the Registration Rights Agreement dated the
date  hereof between the Issuer and the Holder.  Any registration of the Warrant
Stock  shall  carry  standard piggy-back registration rights on any registration
statement  filed  by  the  Issuer  under  the  Securities  Act.

     4.     Adjustment of Warrant Price and Warrant Share Number.  The number of
            ----------------------------------------------------
shares  of  Common Stock for which this Warrant is exercisable, and the price at
which  such  shares  may  be  purchased  upon exercise of this Warrant, shall be
subject  to  adjustment  from  time  to time as set forth in this Section 4. The
Issuer  shall give the Holder notice of any event described below which requires
an  adjustment  pursuant  to  this  Section  4  in  accordance  with  Section 5.

     (a)     Recapitalization,  Reorganization, Reclassification, Consolidation,
             -------------------------------------------------------------------
Merger  or  Sale.
----------------

          (i)  In  case the Issuer after the Original Issue Date shall do any of
     the  following  (each, a "Triggering Event"): (a) consolidate with or merge
                               ----------------
     into  any  other  Person  and  the  Issuer  shall  not be the continuing or
     surviving  corporation  of  such consolidation or merger, or (b) permit any
     other  Person  to  consolidate with or merge into the Issuer and the Issuer
     shall  be  the  continuing or surviving Person but, in connection with such
     consolidation  or  merger, any Capital Stock of the Issuer shall be changed
     into  or  exchanged for Securities of any other Person or cash or any other
     property,  or  (c)  transfer  all or substantially all of its properties or
     assets  to  any  other  Person,  or  (d) effect a capital reorganization or
     reclassification  of  its Capital Stock, then, and in the case of each such
     Triggering  Event,  proper  provision shall be made so that, upon the basis
     and  the  terms  and  in the manner provided in this Warrant, the Holder of
     this  Warrant  shall  be  entitled (x) upon the exercise hereof at any time
     after the consummation of such Triggering Event, to the extent this Warrant
     is  not exercised prior to such Triggering Event, to receive at the Warrant
     Price  in  effect at the time immediately prior to the consummation of such
     Triggering Event in lieu of the Common Stock issuable upon such exercise of
     this  Warrant  prior  to  such  Triggering  Event, the Securities, cash and
     property  to  which  such  Holder  would  have  been  entitled  upon  the
     consummation  of  such  Triggering  Event  if such Holder had exercised the
     rights  represented  by  this Warrant immediately prior thereto, subject to
     adjustments  (subsequent  to such corporate action) as nearly equivalent as
     possible to the adjustments provided for elsewhere in this Section 4 or (y)
     to  sell  this  Warrant  (or,  at such Holder's election, a portion hereof)


                                      -5-
<PAGE>
     concurrently  with  the  Triggering Event to the Person continuing after or
     surviving  such  Triggering  Event,  or  to  the  Issuer  (if Issuer is the
     continuing  or  surviving  Person)  at a sales price equal to the amount of
     cash,  property and/or Securities to which a holder of the number of shares
     of Common Stock which would otherwise have been delivered upon the exercise
     of this Warrant would have been entitled upon the effective date or closing
     of  any  such Triggering Event (the "Event Consideration"), less the amount
                                          -------------------
     or  portion  of  such  Event Consideration having a fair value equal to the
     aggregate Warrant Price applicable to this Warrant or the portion hereof so
     sold.

          (ii)  Notwithstanding  anything  contained  in  this  Warrant  to  the
     contrary,  the Issuer will not effect any Triggering Event unless, prior to
     the  consummation thereof, each Person (other than the Issuer) which may be
     required  to  deliver any Securities, cash or property upon the exercise of
     this  Warrant  as  provided  herein  shall  assume,  by  written instrument
     delivered  to,  and reasonably satisfactory to, the Holder of this Warrant,
     (A)  the  obligations  of  the Issuer under this Warrant (and if the Issuer
     shall  survive  the  consummation of such Triggering Event, such assumption
     shall  be  in  addition  to,  and  shall  not  release the Issuer from, any
     continuing  obligations  of  the  Issuer  under  this  Warrant) and (B) the
     obligation  to  deliver  to  such Holder such shares of Securities, cash or
     property as, in accordance with the foregoing provisions of this subsection
     (a),  such  Holder shall be entitled to receive, and such Person shall have
     similarly  delivered  to such Holder an opinion of counsel for such Person,
     which counsel shall be reasonably satisfactory to such Holder, stating that
     this  Warrant  shall  thereafter  continue in full force and effect and the
     terms  hereof (including, without limitation, all of the provisions of this
     subsection  (a))  shall  be  applicable to the Securities, cash or property
     which  such  Person  may  be  required to deliver upon any exercise of this
     Warrant  or  the  exercise  of  any  rights  pursuant  hereto.

          (iii)  If  with  respect  to  any Triggering Event, the Holder of this
     Warrant  has  exercised its right as provided in clause (y) of subparagraph
     (i)  of  this subsection (a) to sell this Warrant or a portion thereof, the
     Issuer  agrees  that  as  a  condition  to  the  consummation  of  any such
     Triggering  Event the Issuer shall secure such right of Holder to sell this
     Warrant  to  the Person continuing after or surviving such Triggering Event
     and  the  Issuer  shall not effect any such Triggering Event unless upon or
     prior  to  the  consummation  thereof  the amounts of cash, property and/or
     Securities  required  under  such clause (y) are delivered to the Holder of
     this  Warrant.  The  obligation  of  the Issuer to secure such right of the
     Holder  to  sell this Warrant shall be subject to such Holder's cooperation
     with  the  Issuer,  including,  without limitation, the giving of customary
     representations and warranties to the purchaser in connection with any such
     sale.  Prior notice of any Triggering Event shall be given to the Holder of
     this  Warrant  in  accordance  with  Section  13  hereof.


     (b)     Stock Dividends, Subdivisions and Combinations.  If at any time the
             ----------------------------------------------
     Issuer  shall:


                                      -6-
<PAGE>
               (i)  take  a  record  of  the holders of its Common Stock for the
          purpose  of  entitling them to receive a dividend payable in, or other
          distribution  of,  Additional  Shares  of  Common  Stock,

               (ii) subdivide  its  outstanding  shares  of Common Stock into a
          larger  number  of  shares  of  Common  Stock,  or

              (iii) combine  its  outstanding  shares  of  Common Stock into a
          smaller  number  of  shares  of  Common  Stock,


then  (1)  the  number  of  shares  of  Common  Stock  for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to  equal the number of shares of Common Stock which a record holder of the same
number  of  shares  of  Common  Stock  for  which  this  Warrant  is exercisable
immediately  prior  to  the occurrence of such event would own or be entitled to
receive  after  the  happening  of such event, and (2) the Warrant Price then in
effect  shall  be  adjusted  to  equal  (A)  the  Warrant  Price  then in effect
multiplied  by  the  number  of shares of Common Stock for which this Warrant is
exercisable  immediately  prior  to  the adjustment divided by (B) the number of
shares  of  Common Stock for which this Warrant is exercisable immediately after
such  adjustment.

     (c)     Certain  Other Distributions.  If at any time the Issuer shall take
             ----------------------------
a record of the holders of its Common Stock for the purpose of entitling them to
receive  any  dividend  or  other  distribution  of:

               (i)  cash  (other than a cash dividend payable out of earnings or
     earned  surplus  legally  available  for the payment of dividends under the
     laws  of  the  jurisdiction  of  incorporation  of  the  Issuer),

               (ii)  any  evidences  of its indebtedness, any shares of stock of
     any  class  or  any  other  securities or property of any nature whatsoever
     (other  than  cash, Common Stock Equivalents or Additional Shares of Common
     Stock),  or

               (iii)  any  warrants or other rights to subscribe for or purchase
     any  evidences of its indebtedness, any shares of stock of any class or any
     other  securities  or  property  of any nature whatsoever (other than cash,
     Common  Stock  Equivalents  or  Additional  Shares  of  Common  Stock),

then  (1)  the  number  of  shares  of  Common  Stock  for which this Warrant is
exercisable  shall  be  adjusted to equal the product of the number of shares of
Common  Stock  for  which  this Warrant is exercisable immediately prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of  which  shall  be  such  Per Share Market Value minus the amount
allocable  to one share of Common Stock of any such cash so distributable and of
the  fair  value  (as  determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national  standing  acceptable  to  the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in  effect  shall  be  adjusted  to  equal  (A) the Warrant Price then in effect
multiplied  by  the  number  of shares of Common Stock for which this Warrant is
exercisable  immediately  prior  to  the adjustment divided by (B) the number of


                                      -7-
<PAGE>
shares  of  Common Stock for which this Warrant is exercisable immediately after
such adjustment.  A reclassification of the Common Stock (other than a change in
par  value, or from par value to no par value or from no par value to par value)
into  shares  of  Common  Stock  and shares of any other class of stock shall be
deemed  a  distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if  the  outstanding  shares  of  Common Stock shall be changed into a larger or
smaller  number  of  shares  of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the  outstanding  shares  of  Common  Stock  within the meaning of Section 4(b).

     (d)     Issuance  of  Additional  Shares  of  Common  Stock.
             ---------------------------------------------------

          (i)     In  the  event  the  Issuer,  shall, at any time, from time to
time,  issue or sell any shares of Common Stock (including Treasury Shares) to a
third  party  for  a consideration per share less than the Warrant Price then in
effect  for  the  Warrant  immediately  prior to the time of such issue or sale,
then,  forthwith  upon  such issue or sale, the Warrant Price then in effect for
the  Warrants  shall  be reduced to a price equal to the consideration per share
paid  for  such  Common Stock and the number of shares of Common Stock for which
this  Warrant  is exercisable shall be increased by the product of the number of
shares  of  Common Stock for which this Warrant is exercisable immediately prior
to  such  issuance  or  sale  multiplied by the  Dilution Percentage.  "Dilution
Percentage"  shall mean the percentage by which the Warrant Price then in effect
is  reduced  pursuant  to  this  Section  4(d).


          (ii)     No  adjustment  of  the  number of shares of Common Stock for
which  this  Warrant  shall be exercisable shall be made under Section 4(d) upon
the  issuance of any Additional Shares of Common Stock which are issued pursuant
to  the  exercise  of any Common Stock Equivalents, if any such adjustment shall
previously have been made upon the issuance of such Common Stock Equivalents (or
upon  the  issuance of any warrant or other rights therefor) pursuant to Section
4(f).

     (e)     Intentionally  Omitted.
             ----------------------

     (f)     Issuance  of  Common  Stock Equivalents.  If at any time the Issuer
             ---------------------------------------
shall  take  a  record  of  the  Holders  of its Common Stock for the purpose of
entitling  them  to  receive  a distribution of, or shall in any manner (whether
directly  or  by  assumption  in  a  merger in which the Issuer is the surviving
corporation)  issue  or  sell,  any Common Stock Equivalents, whether or not the
rights  to  exchange  or convert thereunder are immediately exercisable, and the
price  per  share  for  which  Common  Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time  of such issue or sale, then the number of shares of Common Stock for which
this  Warrant  is  exercisable  and  the  Warrant  Price then in effect shall be
adjusted  as  provided  in  Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock necessary to effect the conversion or exchange
of  all  such  Common  Stock Equivalents shall be deemed to have been issued and
outstanding  and the Issuer shall have received all of the consideration payable
therefor,  if  any,  as  of  the  date  of  actual issuance of such Common Stock
Equivalents.  No further adjustments of the number of shares of Common Stock for


                                      -8-
<PAGE>
which  this Warrant is exercisable and the Warrant Price then in effect shall be
made  upon  the actual issue of such Common Stock upon conversion or exchange of
such  Common  Stock  Equivalents.

     (g)     Superseding  Adjustment.  If,  at  any time after any adjustment of
             -----------------------
the  number  of shares of Common Stock for which this Warrant is exercisable and
the  Warrant  Price then in effect shall have been made pursuant to Section 4(f)
as  the  result  of  any  issuance  of  warrants,  other  rights or Common Stock
Equivalents,  and  (i) such warrants or other rights, or the right of conversion
or  exchange  in such other Common Stock Equivalents, shall expire, and all or a
portion of such warrants or other rights, or the right of conversion or exchange
with  respect to all or a portion of such other Common Stock Equivalents, as the
case  may  be shall not have been exercised, or (ii) the consideration per share
for  which  shares  of  Common  Stock are issuable pursuant to such Common Stock
Equivalents, shall be increased solely by virtue of provisions therein contained
for an automatic increase in such consideration per share upon the occurrence of
a  specified  date  or  event,  then  for each outstanding Warrant such previous
adjustment  shall  be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection  with  the  adjustment  so  rescinded and annulled shall no longer be
deemed  to  have been issued by virtue of such computation.  Upon the occurrence
of an event set forth in this Section 4(g) above, there shall be a recomputation
made  of  the  effect  of  such  Common  Stock  Equivalents on the basis of: (i)
treating  the  number of Additional Shares of Common Stock or other property, if
any,  theretofore  actually issued or issuable pursuant to the previous exercise
of  any  such  warrants  or  other  rights  or  any  such right of conversion or
exchange,  as  having  been issued on the date or dates of any such exercise and
for  the  consideration  actually  received  and  receivable  therefor, and (ii)
treating  any  such  Common  Stock  Equivalents which then remain outstanding as
having been granted or issued immediately after the time of such increase of the
consideration  per  share for which shares of Common Stock or other property are
issuable  under such Common Stock Equivalents; whereupon a new adjustment of the
number  of  shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall be made, which new adjustment shall supersede
the  previous  adjustment  so  rescinded  and  annulled.

     (h)     Purchase  of Common Stock by the Issuer.  If the Issuer at any time
             ---------------------------------------
while  this  Warrant  is  outstanding  shall,  directly  or indirectly through a
Subsidiary  or  otherwise,  purchase,  redeem or otherwise acquire any shares of
Common  Stock at a price per share greater than the Per Share Market Value, then
the  Warrant  Price  upon each such purchase, redemption or acquisition shall be
adjusted  to  that  price  determined  by  multiplying  such  Warrant Price by a
fraction  (i)  the  numerator  of  which shall be the number of shares of Common
Stock  outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the  total  number  of  such  shares  of  Common Stock so purchased, redeemed or
acquired  would purchase at the Per Share Market Value; and (ii) the denominator
of  which  shall be the number of shares of Common Stock outstanding immediately
after  such  purchase,  redemption  or  acquisition.  For  the  purposes of this
subsection  (h),  the  date  as  of  which  the  Per Share Market Price shall be
computed  shall  be  the earlier of (x) the date on which the Issuer shall enter
into  a firm contract for the purchase, redemption or acquisition of such Common
Stock,  or  (y)  the  date of actual purchase, redemption or acquisition of such
Common  Stock.  For  the purposes of this subsection (h), a purchase, redemption


                                      -9-
<PAGE>
or  acquisition of a Common Stock Equivalent shall be deemed to be a purchase of
the  underlying  Common Stock, and the computation herein required shall be made
on  the  basis of the full exercise, conversion or exchange of such Common Stock
Equivalent  on  the  date  as of which such computation is required hereby to be
made,  whether  or  not  such  Common  Stock Equivalent is actually exercisable,
convertible  or  exchangeable  on  such  date.

     (i)     Intentionally  Omitted.
             ----------------------

     (j)     Other Provisions applicable to Adjustments under this Section.  The
             -------------------------------------------------------------
following  provisions  shall  be  applicable to the making of adjustments of the
number  of  shares of Common Stock for which this Warrant is exercisable and the
Warrant  Price  then  in  effect  provided  for  in  this  Section  4:

          (i)     Computation  of  Consideration.  To  the  extent  that  any
                  ------------------------------
Additional  Shares  of  Common  Stock  or  any  Common Stock Equivalents (or any
warrants  or  other rights therefor) shall be issued for cash consideration, the
consideration  received  by  the Issuer therefor shall be the amount of the cash
received  by  the Issuer therefor, or, if such Additional Shares of Common Stock
or  Common  Stock  Equivalents  are  offered by the Issuer for subscription, the
subscription  price,  or,  if  such  Additional Shares of Common Stock or Common
Stock  Equivalents  are  sold  to  underwriters  or  dealers for public offering
without  a subscription offering, the initial public offering price (in any such
case  subtracting any amounts paid or receivable for accrued interest or accrued
dividends  and  without  taking  into  account  any  compensation,  discounts or
expenses  paid  or  incurred  by  the  Issuer for and in the underwriting of, or
otherwise  in  connection  with, the issuance thereof).  To the extent that such
issuance  shall  be  for a consideration other than cash, then, except as herein
otherwise  expressly  provided, the amount of such consideration shall be deemed
to  be  the  fair  value  of  such consideration at the time of such issuance as
determined  in  good faith by the Board of Directors of the Issuer.  In case any
Additional  Shares  of  Common  Stock  or  any  Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued in connection with any merger
in  which the Issuer issues any securities, the amount of consideration therefor
shall  be  deemed to be the fair value, as determined in good faith by the Board
of  Directors  of  the Issuer, of such portion of the assets and business of the
nonsurviving  corporation  as  such  Board  in  good faith shall determine to be
attributable  to  such  Additional  Shares  of  Common  Stock,  Common  Stock
Equivalents,  or any warrants or other rights therefor, as the case may be.  The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants  or  other  rights  to  subscribe for or purchase the same shall be the
consideration  received  by the Issuer for issuing such warrants or other rights
plus  the  additional  consideration payable to the Issuer upon exercise of such
warrants or other rights.  The consideration for any Additional Shares of Common
Stock  issuable  pursuant  to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe  for or purchase such Common Stock Equivalents, plus the consideration
paid  or payable to the Issuer in respect of the subscription for or purchase of
such  Common  Stock  Equivalents,  plus  the  additional  consideration, if any,
payable  to  the Issuer upon the exercise of the right of conversion or exchange
in  such  Common  Stock Equivalents.  In case of the issuance at any time of any
Additional  Shares  of  Common  Stock  or Common Stock Equivalents in payment or
satisfaction  of  any dividends upon any class of stock other than Common Stock,


                                      -10-
<PAGE>
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock  or  Common  Stock Equivalents a consideration equal to the amount of such
dividend  so  paid  or  satisfied.

          (ii)     When  Adjustments  to  Be  Made.  The adjustments required by
                   -------------------------------
this  Section  4  shall  be  made  whenever  and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares  of  Common  Stock  for  which  this  Warrant  is  exercisable that would
otherwise  be  required may be postponed (except in the case of a subdivision or
combination  of  shares of the Common Stock, as provided for in Section 4(b)) up
to,  but  not beyond the date of exercise if such adjustment either by itself or
with  other  adjustments  not  previously  made  adds or subtracts less than one
percent (1%) of the shares of Common Stock for which this Warrant is exercisable
immediately prior to the making of such adjustment.  Any adjustment representing
a  change  of  less  than  such  minimum  amount  (except as aforesaid) which is
postponed shall be carried forward and made as soon as such adjustment, together
with other adjustments required by this Section 4 and not previously made, would
result  in  a  minimum adjustment or on the date of exercise. For the purpose of
any  adjustment,  any  specified  event  shall be deemed to have occurred at the
close  of  business  on  the  date  of  its  occurrence.

          (iii)     Fractional  Interests.  In  computing adjustments under this
                    ---------------------
Section  4,  fractional interests in Common Stock shall be taken into account to
the  nearest  one  one-hundredth  (1/100th)  of  a  share.

          (iv)     When  Adjustment  Not  Required.  If  the Issuer shall take a
                   -------------------------------
record  of  the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter  and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of  such record and any such adjustment previously made in respect thereof shall
be  rescinded  and annulled.  In addition, no adjustment shall be required under
Section 4(d)(i) hereof in the event the Issuer issues or sells Additional Shares
in  a  transaction whose primary purpose is to establish a relationship with the
recipient  thereof  for  strategic  reasons  and  not  to  raise  capital.

     (k)     Form  of  Warrant after Adjustments.  The form of this Warrant need
             -----------------------------------
not be changed because of any adjustments in the Warrant Price or the number and
kind  of  Securities  purchasable  upon  the  exercise  of  this  Warrant.

     (l)  Escrow  of  Warrant Stock. If after any property becomes distributable
          -------------------------
pursuant  to this Section 4 by reason of the taking of any record of the holders
of  Common Stock, but prior to the occurrence of the event for which such record
is  taken,  and  the  Holder  exercises this Warrant, any shares of Common Stock
issuable  upon  exercise  by  reason of such adjustment shall be deemed the last
shares  of Common Stock for which this Warrant is exercised (notwithstanding any
other  provision to the contrary herein) and such shares or other property shall
be  held  in escrow for the Holder by the Issuer to be issued to the Holder upon
and  to  the  extent  that  the  event actually takes place, upon payment of the
current  Warrant  Price.  Notwithstanding  any  other  provision to the contrary
herein,  if  the  event  for  which  such  record was taken fails to occur or is


                                      -11-
<PAGE>
rescinded,  then  such  escrowed  shares  shall  be  cancelled by the Issuer and
escrowed  property  returned.

     5.     Notice  of Adjustments.  Whenever the Warrant Price or Warrant Share
            ----------------------
Number  shall  be  adjusted  pursuant  to Section 4 hereof (for purposes of this
Section  5,  each  an  "adjustment"), the Issuer shall cause its Chief Financial
Officer  to  prepare  and  execute  a  certificate  setting forth, in reasonable
detail,  the  event  requiring the adjustment, the amount of the adjustment, the
method  by  which such adjustment was calculated (including a description of the
basis  on  which  the  Board  made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause  copies  of such certificate to be delivered to the Holder of this Warrant
promptly  after  each adjustment.  Any dispute between the Issuer and the Holder
of this Warrant with respect to the matters set forth in such certificate may at
the  option  of  the  Holder of this Warrant be submitted to one of the national
accounting  firms  currently  known  as  the  "big five" selected by the Holder,
provided  that  the Issuer shall have ten (10) days after receipt of notice from
--------
such  Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The  firm  selected by the Holder of this Warrant as provided in the
preceding  sentence  shall be instructed to deliver a written opinion as to such
matters  to  the Issuer and such Holder within thirty (30) days after submission
to  it  of such dispute.  Such opinion shall be final and binding on the parties
hereto.  The  fees  and  expenses  of  such accounting firm shall be paid by the
Issuer.

     6.     Fractional  Shares.  No  fractional  shares of Warrant Stock will be
            ------------------
issued  in  connection  with and exercise hereof, but in lieu of such fractional
shares,  the  Issuer  shall  make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in  effect.

     7.     Ownership  Cap  and  Certain  Exercise  Restrictions.
            -----------------------------------------------------

     (a)     Notwithstanding anything to the contrary set forth in this Warrant,
at  no  time may a holder of this Warrant exercise this Warrant if the number of
shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated  with  all  other shares of Common Stock owned by such holder at such
time,  the  number  of  shares of Common Stock which would result in such holder
owning  more  than  4.999%  of all of the Common Stock outstanding at such time;
provided,  however, that upon a holder of this Warrant providing the Issuer with
sixty  (60)  days  notice  (pursuant to Section 13 hereof) (the "Waiver Notice")
that such holder would like to waive this Section 7(a) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(a)
will  be  of  no  force or effect with regard to all or a portion of the Warrant
referenced  in  the  Waiver  Notice.

     (b)     The  Holder  may  not  exercise the Warrant hereunder to the extent
such  exercise  would result in the Holder beneficially owning (as determined in
accordance  with  Section 13(d) of the Exchange Act and the rules thereunder) in
excess  of  9.999%  of  the  then issued and outstanding shares of Common Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of  this  Section.


                                      -12-
<PAGE>
     (c)     Notwithstanding  anything  to  the  contrary  set forth herein, the
Issuer  shall  not be obligated to issue in excess of an aggregate of  3,196,639
shares  of  Common  Stock  upon exercise of the Warrant and any shares of Common
Stock issuable in connection with the Purchase Agreement, which number of shares
shall be subject to adjustment pursuant to Section 4, and such number of shares,
the  "Issuable  Maximum".  The  Issuable Maximum equals 19.999% of the number of
      -----------------
shares  of Common Stock outstanding immediately prior to the Closing.  Shares of
Common  Stock  issued  in  respect of penalties and liquidated damages hereunder
shall  not  count  towards the 3,196,639 share limit set forth in this paragraph
and  shall  be paid in cash as provided herein unless otherwise agreed to by the
Holders.  If  on  any  Warrant  exercise date (A) the Common Stock is listed for
trading  on  the  Nasdaq SmallCap Market (B) the Warrant Price then in effect is
such  that the aggregate number of shares of Common Stock previously issued at a
discount  upon  exercise  of Warrants or otherwise issued in connection with the
Purchase  Agreement,  would  equal  or  exceed the Issuable Maximum, and (C) the
Issuer  shall  not  have  previously  obtained  the  vote  of  shareholders (the
"Shareholder  Approval"), if any, as may be required by the applicable rules and
 ---------------------
regulations  of the American Stock Exchange (or any successor entity) applicable
to  approve  the  issuance  of  share  of Common Stock in excess of the Issuable
Maximum  pursuant to the terms hereof, then the Issuer shall issue to the holder
so  requesting  such number of shares of Common Stock equal to such holder's pro
rata  portion  of the Issuable Maximum as of the initial purchase date and, with
respect  to  the  remainder  of  shares of Common Stock which would result in an
issuance  of  shares  of  Common  Stock  in  excess of the Issuable Maximum (the
"Excess  Shares"),  the  Issuer  shall  have  the  option  to either (1) use its
 --------------
reasonable  efforts  to  obtain  the  Shareholder  Approval  applicable  to such
      -
issuance  as  soon  as is possible, but in any event not later than the 90th day
      -
after such request, or (2) deliver to such holder cash in an amount equal to the
product  of  (x)  the  Per Share Market Value on the applicable Warrant exercise
date,  and  (y)  the number of shares of Common Stock in excess of such holder's
pro rata portion of the Issuable Maximum that would have otherwise been issuable
to  the holder but for the provisions of this Section (such amount of cash being
hereinafter  referred  to as the "Discount Equivalent").  If the Issuer fails to
                                  -------------------
pay the Discount Equivalent in full pursuant to this Section within fifteen (15)
days after the Issuer fails to obtain Shareholder Approval pursuant to (1) above
or  the date payable pursuant to (2) above, the Issuer will pay interest thereon
at  a  rate  of  10% per annum to the holder, accruing daily from the applicable
exercise  until  such  amount,  plus all such interest thereon, is paid in full.
The  Issuer  and  the  Holder  understand  and agree that shares of Common Stock
issued  to and then held by the Holder as a result of exercise of the Warrant or
as  a  result  of conversion of the Notes shall not be entitled to cast votes on
any  resolution  to  obtain  Shareholder  Approval.

     8.     Intentionally  Omitted.
            ----------------------

     9.     Definitions.  For  the purposes of this Warrant, the following terms
            -----------
have  the  following  meanings:

          "Additional  Shares  of Common Stock" means all shares of Common Stock
           -----------------------------------
     issued by the Issuer after the Original Issue Date, and all shares of Other
     Common,  if any, issued by the Issuer after the Original Issue Date, except
     (i)  shares  of  Common  Stock to be issued to strategic partners and/or in
     connection  with  a  strategic merger or acquisition; (ii) shares of Common


                                      -13-
<PAGE>
     Stock  or  the  issuance  of  options to purchase shares of Common Stock to
     employees,  officers, directors, consultants and vendors in accordance with
     the  Issuer's  equity  incentive  policies;  and  (iii)  the  issuance  of
     Securities  pursuant  to  the  conversion  or  exercise  of  convertible or
     exercisable  securities  issued  or  outstanding  prior to the date hereof.


          "Articles of Incorporation" means the Articles of Incorporation of the
           -------------------------
     Issuer  as in effect on the Original Issue Date, and as hereafter from time
     to  time amended, modified, supplemented or restated in accordance with the
     terms  hereof  and  thereof  and  pursuant  to  applicable  law.


          "Board"  shall  mean  the  Board  of  Directors  of  the  Issuer.
           -----

          "Capital  Stock" means and includes (i) any and all shares, interests,
           --------------
     participations or other equivalents of or interests in (however designated)
     corporate  stock,  including,  without  limitation,  shares of preferred or
     preference  stock,  (ii)  all  partnership  interests  (whether  general or
     limited)  in  any  Person  which  is  a  partnership,  (iii) all membership
     interests  or  limited liability company interests in any limited liability
     company,  and  (iv)  all equity or ownership interests in any Person of any
     other  type.


          "Common  Stock"  means  the Common Stock, par value $.01 per share, of
           -------------
     the  Issuer and any other Capital Stock into which such stock may hereafter
     be  changed.


          "Common  Stock  Equivalent" means any Convertible Security or warrant,
           -------------------------
     option or other right to subscribe for or purchase any Additional Shares of
     Common  Stock  or  any  Convertible  Security.

          "Conversion  Price"  means  eighty percent (80%) of the average of the
           -----------------
     two  lowest  trading  prices for the Common Stock during the twenty Trading
     Days  immediately  prior  to  any  adjustment  dates.

          "Convertible  Securities"  means  evidences of Indebtedness, shares of
           -----------------------
     Capital  Stock  or  other  Securities  which  are  or  may  be  at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term  "Convertible  Security"  means  one  of  the  Convertible Securities.

          "Governmental  Authority"  means  any  governmental,  regulatory  or
           -----------------------
     self-regulatory  entity, department, body, official, authority, commission,
     board,  agency  or  instrumentality,  whether  federal, state or local, and
     whether  domestic  or  foreign.

          "Holders"  mean  the  Persons  who  shall  from  time  to time own any
           -------
     Warrant.  The  term  "Holder"  means  one  of  the  Holders.

          "Independent  Appraiser"  means  a  nationally  recognized  or  major
           ----------------------
     regional  investment  banking  firm or firm of independent certified public
     accountants  of  recognized  standing (which may be the firm that regularly
     examines  the financial statements of the Issuer) that is regularly engaged
     in  the  business of appraising the Capital Stock or assets of corporations


                                      -14-
<PAGE>
     or  other  entities  as  going  concerns,  and which is not affiliated with
     either  the  Issuer  or  the  Holder  of  any  Warrant.

          "Issuer" means Appiant Technologies, Inc., a Delaware corporation, and
           ------
     its  successors.

          "Majority  Holders"  means  at  any  time  the  Holders  of  Warrants
           -----------------
     exercisable  for  a  majority of the shares of Warrant Stock issuable under
     the  Warrants  at  the  time  outstanding.

          "Nasdaq"  means  The  Nasdaq  SmallCap  Market.
           ------

          "Notes"  means the secured convertible debentures issued in connection
           -----
     with  the  Purchase  Agreement.

          "Original  Issue  Date"  means  April  __,  2002.
           ---------------------

          "OTC  Bulletin  Board"  means the over-the-counter electronic bulletin
           --------------------
     board.

          "Other  Common"  means  any  other  Capital Stock of the Issuer of any
           -------------
     class  which shall be authorized at any time after the date of this Warrant
     (other  than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to  amount.

          "Person"  means an individual, corporation, limited liability company,
           ------
     partnership, joint stock company, trust, unincorporated organization, joint
     venture,  Governmental  Authority  or  other  entity  of  whatever  nature.

          "Per  Share Market Value" means on any particular date (a) the closing
           -----------------------
     bid price per share of the Common Stock on such date on the Nasdaq SmallCap
     Market  or  another  registered national stock exchange on which the Common
     Stock  is  then listed, or if there is no such price on such date, then the
     closing  bid price on such exchange or quotation system on the date nearest
     preceding  such  date, or (b) if the Common Stock is not listed then on the
     Nasdaq  SmallCap  Market,  Nasdaq  National  Market or any other registered
     national  stock exchange, the closing bid price for a share of Common Stock
     in the over-the-counter market, as reported by the OTC Bulletin Board or in
     the  National  Quotation  Bureau  Incorporated  or  similar organization or
     agency  succeeding  to  its  functions of reporting prices) at the close of
     business  on  such date, or (c) if the Common Stock is not then reported by
     the  OTC  Bulletin  Board or the National Quotation Bureau Incorporated (or
     similar  organization  or  agency  succeeding to its functions of reporting
     prices),  then  the  average  of  the  "Pink Sheet" quotes for the relevant
     conversion period, as determined in good faith by the holder, or (d) if the
     Common  Stock  is not then publicly traded the fair market value of a share
     of  Common Stock as determined by an Independent Appraiser selected in good
     faith  by  the  Majority Holders; provided, however, that the Issuer, after
                                       --------  -------
     receipt  of the determination by such Independent Appraiser, shall have the
     right  to  select  an  additional Independent Appraiser, in which case, the
     fair  market  value  shall be equal to the average of the determinations by


                                      -15-
<PAGE>
     each  such  Independent  Appraiser;  and  provided,  further  that  all
                                               --------   -------
     determinations  of  the  Per  Share  Market  Value  shall  be appropriately
     adjusted  for  any  stock  dividends,  stock  splits  or  other  similar
     transactions  during such period. The determination of fair market value by
     an  Independent  Appraiser shall be based upon the fair market value of the
     Issuer determined on a going concern basis as between a willing buyer and a
     willing  seller  and taking into account all relevant factors determinative
     of value, and shall be final and binding on all parties. In determining the
     fair  market value of any shares of Common Stock, no consideration shall be
     given  to  any  restrictions  on  transfer  of  the Common Stock imposed by
     agreement  or  by  federal or state securities laws, or to the existence or
     absence  of,  or  any  limitations  on,  voting  rights.


          "Purchase  Agreement"  means  the  Debenture  and  Warrant  Purchase
           -------------------
     Agreement  dated  as of April __, 2002 among the Issuer and the investors a
     party  thereto.

          "Securities"  means  any  debt  or  equity  securities  of the Issuer,
           ----------
     whether  now  or  hereafter  authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right  to  purchase  or  acquire  any Security. "Security" means one of the
     Securities.

          "Securities  Act" means the Securities Act of 1933, as amended, or any
           ---------------
     similar  federal  statute  then  in  effect.

          "Subsidiary"  means  any corporation at least 50% of whose outstanding
           ----------
     Voting  Stock  shall  at  the  time  be owned directly or indirectly by the
     Issuer  or  by one or more of its Subsidiaries, or by the Issuer and one or
     more  of  its  Subsidiaries.

          "Term"  has  the  meaning  specified  in  Section  1  hereof.
           ----

          "Trading  Day"  means (a) a day on which the Common Stock is traded on
           ------------
     the Nasdaq SmallCap Market, or (b) if the Common Stock is not listed on the
     Nasdaq  SmallCap  Market,  a day on which the Common Stock is traded on any
     other registered national stock exchange, or (c) if the Common Stock is not
     traded  on any other registered national stock exchange, a day on which the
     Common  Stock  is  traded  on  the OTC Bulletin Board, or (d) if the Common
     Stock  is  not  traded on the OTC Bulletin Board, a day on which the Common
     Stock  is quoted in the over-the-counter market as reported by the National
     Quotation  Bureau  Incorporated  (or  any  similar  organization  or agency
     succeeding  its  functions of reporting prices); provided, however, that in
                                                      --------  -------
     the  event  that  the  Common Stock is not listed or quoted as set forth in
     (a),  (b)  and  (c)  hereof,  then  Trading  Day  shall mean any day except
     Saturday,  Sunday  and  any  day which shall be a legal holiday or a day on
     which  banking  institutions  in  the  State  of New York are authorized or
     required  by  law  or  other  government  action  to  close.

          "Voting  Stock"  means,  as  applied  to  the  Capital  Stock  of  any
           -------------
     corporation,  Capital  Stock  of  any class or classes (however designated)
     having  ordinary voting power for the election of a majority of the members


                                      -16-
<PAGE>
     of  the  Board  of Directors (or other governing body) of such corporation,
     other  than Capital Stock having such power only by reason of the happening
     of  a  contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
           --------
     Agreement,  including,  without  limitation,  this  Warrant,  and any other
     warrants  of  like tenor issued in substitution or exchange for any thereof
     pursuant  to  the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
     of  such  other  Warrants.

          "Warrant  Price"  means U.S. [$_____] [110% of Closing Price], as such
           --------------
     price  may  be  adjusted  from  time  to  time  as  shall  result  from the
     adjustments  specified  in  this  Warrant,  including  Section  4  hereto.

          "Warrant  Share  Number"  means  at  any  time the aggregate number of
           ----------------------
     shares  of  Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to  such  number  made  or  required  to  be  made  under the terms hereof.

          "Warrant  Stock"  means  Common  Stock  issuable  upon exercise of any
           --------------
     Warrant  or  Warrants  or  otherwise  issuable  pursuant  to any Warrant or
     Warrants.

     10.     Other  Notices.  In  case  at  any  time:
             --------------

                    (A)  the  Issuer shall make any distributions to the holders
                         of  Common  Stock;  or

                    (B)  the  Issuer shall authorize the granting to all holders
                         of  its  Common  Stock  of  rights  to subscribe for or
                         purchase any shares of Capital Stock of any class or of
                         any  Common  Stock  Equivalents  or  other  rights;  or

                    (C)  there  shall  be  any  reclassification  of the Capital
                         Stock  of  the  Issuer;  or

                    (D)  there  shall  be  any  capital  reorganization  by  the
                         Issuer;  or

                    (E)  there  shall  be  any  (i)  consolidation  or  merger
                         involving  the  Issuer  or (ii) sale, transfer or other
                         disposition of all or substantially all of the Issuer's
                         property,  assets or business (except a merger or other
                         reorganization  in  which  the  Issuer  shall  be  the
                         surviving  corporation  and its shares of Capital Stock
                         shall  continue  to  be  outstanding  and unchanged and
                         except a consolidation, merger, sale, transfer or other
                         disposition  involving  a  wholly-owned Subsidiary); or

                    (F)  there  shall be a voluntary or involuntary dissolution,
                         liquidation  or winding-up of the Issuer or any partial


                                      -17-
<PAGE>
                         liquidation of the Issuer or distribution to holders of
                         Common  Stock;

then,  in each of such cases, the Issuer shall give written notice to the Holder
of  the  date on which (i) the books of the Issuer shall close or a record shall
be  taken  for  such  dividend, distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  disposition,
dissolution,  liquidation  or  winding-up, as the case may be, shall take place.
Such  notice also shall specify the date as of which the holders of Common Stock
of  record  shall  participate  in  such  dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities  or  other  property  deliverable  upon  such  reorganization,
reclassification,  consolidation,  merger, disposition, dissolution, liquidation
or winding-up, as the case may be.  Such notice shall be given at least ten (10)
days  prior  to  the action in question and not less than ten (10) days prior to
the  record  date or the date on which the Issuer's transfer books are closed in
respect thereto.  The Issuer shall give to the Holder notice of all meetings and
actions  by  written  consent  of its stockholders, at the same time in the same
manner  as  notice  of  any  meetings of stockholders is required to be given to
stockholders  who do not waive such notice (or, if such requires no notice, then
two  (2)  Trading  Days written notice thereof describing the matters upon which
action  is  to  be  taken).  The  Holder  shall  have  the right to send two (2)
representatives  selected  by  it  to  each  meeting,  who shall be permitted to
attend,  but  not  vote  at,  such  meeting  and any adjournments thereof.  This
Warrant  entitles  the  Holder  to  receive  copies  of  all financial and other
information  distributed  or  required  to  be distributed to the holders of the
Common  Stock.

     11.     Amendment  and  Waiver.  Any term, covenant, agreement or condition
             ----------------------
in  this  Warrant  may be amended, or compliance therewith may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  by  a written instrument or written instruments executed by the
Issuer  and  the  Majority Holders; provided, however, that no such amendment or
                                    --------  -------
waiver  shall  reduce  the  Warrant  Share  Number,  increase the Warrant Price,
shorten  the  period  during  which  this Warrant may be exercised or modify any
provision  of this Section 11 without the consent of the Holder of this Warrant.

     12.     Governing  Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
             --------------
ACCORDANCE  WITH  THE  LAWS  OF  THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES  OF  CONFLICTS  OF  LAW.

     13.     Notices.  Any and all notices or other communications or deliveries
             -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and  effective on the earlier of (i) the date of transmission, if
such  notice  or  communication  is  delivered  via  facsimile  at the facsimile
telephone  number  specified  for  notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is  delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date  of  mailing, if sent by nationally recognized overnight courier service or
(iv)  actual  receipt  by the party to whom such notice is required to be given.
The  addresses  for  such  communications shall be with respect to the Holder of
this  Warrant  or  of  Warrant  Stock  issued pursuant hereto, addressed to such


                                      -18-
<PAGE>
Holder  at  its last known address or facsimile number appearing on the books of
the  Issuer  maintained  for  such  purposes,  or  with  respect  to the Issuer,
addressed  to:

                    Appiant Technologies, Inc.
                    6663 Owens Drive
                    Pleasanton, California 94588
                    Attention: Chief Financial Officer
                    Telecopier: (925) 847-3806
                    Telephone: (925) 251-3200

with  copies  (which  copies  shall  not  constitute  notice to the Company) to:

                    Morrison & Foerster LLP
                    755  Page  Mill  Road
                    Palo  Alto,  CA  94304
                    Attention:  Stephen  J.  Schrader
                    Telecopier:  (650)  494-0792
                    Telephone:  (650)  813-5600

Copies  of  notices  to  the  Holder shall be sent to Jenkens & Gilchrist Parker
Chapin  LLP,  The  Chrysler  Building,  405 Lexington Avenue, New York, New York
10174,  Attention: Christopher S. Auguste, Esq., Telecopier no.: (212) 704-6288.
Any  party hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

     14.     Warrant Agent.  The Issuer may, by written notice to each Holder of
             -------------
this  Warrant,  appoint  an agent having an office in New York, New York for the
purpose  of  issuing  shares  of  Warrant  Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d)  of  Section  2 hereof or replacing this Warrant pursuant to
subsection  (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such  issuance,  exchange  or  replacement, as the case may be, shall be made at
such  office  by  such  agent.

     15.     Remedies.  The  Issuer  stipulates  that the remedies at law of the
             --------
Holder  of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are  not  and  will not be adequate and that, to the fullest extent permitted by
law,  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.

     16.     Successors  and  Assigns.  This  Warrant  and  the rights evidenced
             ------------------------
hereby  shall  inure  to  the  benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such  Holder  or  Holder  of  Warrant  Stock.


                                      -19-
<PAGE>
     17.     Modification  and Severability.  If, in any action before any court
             ------------------------------
or  agency  legally  empowered  to  enforce  any provision contained herein, any
provision  hereof  is  found  to  be unenforceable, then such provision shall be
deemed  modified to the extent necessary to make it enforceable by such court or
agency.  If  any such provision is not enforceable as set forth in the preceding
sentence,  the  unenforceability  of  such  provision shall not affect the other
provisions  of  this  Warrant,  but  this  Warrant shall be construed as if such
unenforceable  provision  had  never  been  contained  herein.

     18.     Headings.  The  headings  of  the  Sections of this Warrant are for
             --------
convenience  of  reference only and shall not, for any purpose, be deemed a part
of  this  Warrant.

     IN  WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year  first  above  written.


                                   APPIANT  TECHNOLOGIES,  INC.



                                   By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                      -20-
<PAGE>

</TEXT>
</DOCUMENT>
