SOFTLOCK COM INC
COMMON STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT
<TEXT>

                                                            Exhibit 10.5

NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  APPLICABLE STATE
SECURITIES  LAWS, OR APPLICABLE LAWS OF ANY FOREIGN  JURISDICTION.  THIS WARRANT
AND THE SHARES  ISSUABLE  UPON  EXERCISE OF THIS WARRANT HAVE BEEN  ACQUIRED FOR
INVESTMENT  AND NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE,  AND  NEITHER  THIS
WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE OF THIS  WARRANT CAN BE SOLD OR
TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED,  AND IN THE ABSENCE OF COMPLIANCE  WITH ANY
APPLICABLE   STATE   SECURITIES   LAWS  AND  APPLICABLE   LAWS  OF  ANY  FOREIGN
JURISDICTION,  OR,  IF THE  CORPORATION  SO  REQUESTS,  AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE CORPORATION,  ACTING  REASONABLY,  THAT SUCH REGISTRATION IS
NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

                                                  Dated:  December 21, 2000



SOFTLOCK.COM, INC.

Common Stock Purchase Warrant

         THIS IS TO  CERTIFY  THAT,  for value  received,  [_____________]  (the
"Initial Warrant Holder") and its successors and permitted assigns are entitled,
subject  to  the  terms  and  conditions  set  forth  below,  to  purchase  from
SOFTLOCK.COM, INC., a Delaware corporation (the "Corporation"),  at any time and
from time to time after 9:00 A.M.,  Boston,  Massachusetts  time on the  Initial
Exercise  Date (as  defined  in  Section 1 below)  and on or prior to 5:00 P.M.,
Boston,  Massachusetts  time on the  Expiration  Date (as  defined  in Section 1
below),  all or any  portion  of the  Warrant  Shares  (as  defined in Section 1
below), at a purchase price per share equal to the Exercise Price (as defined in
Section 1 below).  The  number  and  character  of the  Warrant  Shares  and the
Exercise Price are subject to adjustment as provided herein.

         This Common Stock Purchase Warrant (the "Warrant")  evidences the right
of the Holder to purchase  shares of Common Stock issued by the  Corporation  to
the  Purchasers  (as defined in and pursuant to that certain  Series C Preferred
Stock and Warrant  Purchase  Agreement,  dated as of the date hereof (the "Stock
Purchase  Agreement"),  by and  among the  Corporation  and the  persons  listed
therein).

         1.       Definitions.  As used in this Warrant,  the  following  terms
shall have the  respective  meanings set forth below or
elsewhere in this Warrant as referred to below:

         "Certificate  of  Incorporation"  shall mean the Amended  and  Restated
Certificate of Incorporation  of the  Corporation,  as amended from time to time
and including,  without  limitation,  the  Certificate of Designation of Powers,
Preferences and Rights of the Series C Preferred Stock.

         "Commission"  means  the  Securities  and  Exchange  Commission  or its
successor entity.

         "Common   Stock"   shall  mean  shares  of  the  Common  Stock  of  the
Corporation, $0.01 par value per share of the Corporation.

         "Corporation"  shall mean  SoftLock.com,  Inc.  and/or any Person  that
shall succeed to, or assume the obligations hereunder of, SoftLock.com, Inc.

         "Exercise Date" shall have the meaning set forth in Section 2.2 hereof.

         "Exercise  Price"  shall mean,  as of the Initial  Exercise  Date,  the
Initial Exercise Price and after the Initial Exercise Date, the Initial Exercise
Price as adjusted from time to time pursuant to the terms of this Warrant.

         "Expiration  Date" shall mean  December  21,  2005,  unless  terminated
earlier pursuant to Section 2.1(b) hereof.

         "Fair  Market  Value"  shall  mean (i) the last sale price per share of
Stock reported by Nasdaq SmallCap Market or any national  securities exchange on
which  such  Stock  is  quoted  or  listed,  as the  case  may be,  on the  date
immediately preceding the Exercise Date or, if no such sale price is reported on
such date, such price on the next preceding business day in which such price was
reported,  or (ii) if such  Stock is not at the time  quoted or listed by Nasdaq
SmallCap Market or on any national securities exchange,  the average of the last
reported  bid and asked  prices as reported  by The  National  Quotation  Bureau
Incorporated  or any similar  reputable  quotation and reporting  service on the
date immediately  preceding the Exercise Date or if no such bid and asked prices
are  reported on such date,  such price on the next  preceding  business  day on
which such prices were  reported,  provided  such date is not more than ten (10)
days prior to the  Exercise  Date or (iii) if such Stock is not quoted or listed
by Nasdaq SmallCap Market or on any national  securities exchange or reported on
a reputable quotation and reporting service within the ten (10) day period prior
to the  Exercise  Date,  the fair  market  value of a share  of such  Stock,  as
determined in good faith by the Board of Directors of the  Corporation and based
upon the fair market value of the  Corporation  as a whole,  on a going  concern
basis,  using  customary  and  appropriate  valuation  methods and the unaudited
financial  statements  for  the  most  recently  ended  fiscal  quarter  of  the
Corporation  in addition to the most  recent  fiscal year end audited  financial
statements of the  Corporation,  in each case, as filed with the  Commission and
not taking into account any discount for minority  ownership or  restrictions on
transfer of the capital stock of the Corporation.

         "Holder" shall mean, as  applicable,  (i) the Initial  Warrant  Holder,
(ii) any successor of the Initial Warrant  Holder,  or (iii) any other holder of
record of this  Warrant  or any  portion  thereof  to whom this  Warrant  or any
portion thereof shall have been transferred in accordance with the provisions of
Section 9 hereof.

         "Initial Exercise Date" shall mean the date on which this Warrant first
becomes exercisable in accordance with the provisions of Section 2.1(b) hereof.

         "Initial Exercise Price" shall mean an amount equal to $1.91 per share.

         "Initial  Warrant Holder" shall have the meaning set forth in the first
paragraph of this Warrant.

         "Initial Warrant Shares" shall mean [____] shares of Common Stock.

         "Issue Date" shall mean the date hereof.

         "Person" shall mean an individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  governmental authority or other entity of whatever
nature.

         "Preferred Stock" shall mean the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock and all other capital stock of the
Corporation   having  a  preference  on   dissolution   or  liquidation  of  the
Corporation.

         "Purchaser" shall have the meaning ascribed to it in the Stock Purchase
Agreement.

         "Qualified  Public  Offering" shall have the meaning  ascribed to it in
the Stock Purchase Agreement.

         "Registrable  Securities"  shall  mean all  shares of Stock that may be
acquired  by the Holder  through  any  exchange  or  conversion  of the Series C
Preferred Stock or upon exercise of this Warrant.

         "Registration  Statement"  means  any  registration  statement  of  the
Corporation  which  covers any of the  Registrable  Securities  pursuant  to the
provisions of the Stock Purchase Agreement, including the prospectus, amendments
and  supplements  to  such  registration  statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
registration statement.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Series  A  Preferred  Stock"  shall  mean  the  Series  A  Convertible
Preferred Stock of the Corporation, $0.01 par value per share.

         "Series B  Certificate"  shall mean the  Certificate  of Designation of
Powers, Preferences and Rights of the Series B Preferred Stock.

         "Series  B  Preferred  Stock"  shall  mean  the  Series  B  Convertible
Preferred Stock of the Corporation, $0.01 par value per share.

         "Series C  Certificate"  shall mean the  Certificate  of Designation of
Powers Preferences and Rights of the Series C Preferred Stock.

         "Series  C  Preferred  Stock"  shall  mean  the  Series  C  Convertible
Preferred Stock of the Corporation, $0.01 par value per share.

         "Shareholders'  and Rights  Agreement"  shall mean that certain Amended
and Restated Shareholders' and Rights Agreement, dated as of the date hereof, by
and among the Corporation and the persons listed therein.

         "Stock"  shall  mean  (i)  Common  Stock,  (ii)  capital  stock  of the
Corporation  (other  than  Common  Stock)  or of any  other  Person or any other
securities of the Corporation or of any other Person that the Holder is entitled
to  receive,  or  receives,  upon  exercise  of this  Warrant,  in lieu of or in
addition to Common Stock,  and/or (iii) capital stock of the Corporation  (other
than  Common  Stock) or of any  other  Person  or any  other  securities  of the
Corporation  or of any  other  Person  that may be  issued  in  replacement  of,
substitution, exchange or redemption for, or upon reclassification or conversion
of,  Common  Stock or any other  Stock,  in each case  whether  as a result of a
reorganization, reclassification, merger, consolidation or sale of substantially
all of the assets of the Corporation.

         "Stock  Purchase  Agreement"  shall have the  meaning  set forth in the
second paragraph of this Warrant.

         "Warrant"  shall have the meaning set forth in the second  paragraph of
this Warrant.

         "Warrant  Shares" shall mean at any time, the number and type of shares
of Stock purchasable hereunder,  which shall be the Initial Warrant Shares after
giving  effect to the  number of shares  of Stock  previously  purchased  by the
Holder  pursuant to any and all exercises of this Warrant prior to such time and
after giving  effect to all  adjustments  with respect to the number and type of
Warrant Shares purchasable hereunder as provided for herein, including,  without
limitation,  those set  forth in the  definition  of  "Stock"  and in  Section 4
hereof, prior to such time.

         2.       Exercise of Warrant; Vesting.

                  2.1(a)  Method  of  Exercise.  Subject  to and upon all of the
terms and  conditions  set forth in this Warrant  (including  the limitation set
forth in the next paragraph),  the Holder may exercise this Warrant, in whole or
in part with  respect to any Warrant  Shares,  at any time and from time to time
during the period  commencing  on the  Initial  Exercise  Date and ending on the
Expiration  Date, by giving prior  written  notice to the  Corporation  that the
Holder intends to exercise this Warrant (the "Exercise Notice"),  which Exercise
Notice  shall  indicate  the number of shares  for which the  Holder  intends to
exercise this Warrant,  and upon  presentation  and surrender of this Warrant to
the Corporation at its principal office,  together with (a) a properly completed
and  duly  executed  subscription  form,  in the  form  attached  hereto,  which
subscription  form shall  specify  the  number of Warrant  Shares for which this
Warrant is then being exercised, and (b) payment of the aggregate Exercise Price
payable  hereunder in respect of the number of Warrant  Shares  being  purchased
upon exercise of this Warrant. Payment of such aggregate Exercise Price shall be
made (i) in cash or by money order,  certified or bank  cashier's  check or wire
transfer (in each case in lawful currency of the United States of America), (ii)
cancellation of indebtedness owing from the Corporation to the Holder,  (iii) by
the Holder surrendering a number of Warrant Shares having a Fair Market Value on
the Exercise  Date equal to or greater than (but only if by a fractional  share)
the required  aggregate  Exercise  Price, in which case the Holder would receive
the number of Warrant  Shares to which it would  otherwise be entitled upon such
exercise,  less the surrendered  shares,  or (iv) any combination of the methods
described in the foregoing clauses (i), (ii) and (iii).

                  2.1(b) Vesting Schedule.  This Warrant will become exercisable
in full on and as of 9:00 A.M.  (Boston  time) on  October  15,  2001  ("Initial
Exercise  Date");  provided,  however,  that if there is a  Liquidity  Event (as
defined below) before the Initial  Exercise Date,  this Warrant shall  terminate
automatically and without further action.  The term "Liquidity Event" shall mean
the  filing  of  a  Registration  Statement  covering  all  of  the  Registrable
Securities  with the  Commission in compliance  with the Securities Act and such
Registration Statement having been declared effective by the Commission.

                  2.2  Effectiveness  of Exercise;  Ownership.  Each exercise of
this  Warrant by the Holder  shall be deemed to have been  effected  immediately
prior to the close of business on the date upon which all of the requirements of
Section 2.1 hereof with respect to such  exercise  shall have been complied with
in full (each such date, an "Exercise  Date".  On the  applicable  Exercise Date
with  respect to any  exercise of this  Warrant by the Holder,  the  Corporation
shall be deemed to have issued to the Holder,  and the Holder shall be deemed to
have  become  the  holder of record  and legal  owner of,  the number of Warrant
Shares being purchased upon such exercise of this Warrant,  notwithstanding that
the  stock  transfer  books of the  Corporation  shall  then be  closed  or that
certificates  representing  such number of Warrant Shares being  purchased shall
not then be actually delivered to the Holder.

                  2.3 Delivery of Stock  Certificates  on  Exercise.  As soon as
practicable after the exercise of this Warrant, and in any event within ten (10)
days  thereafter,  the  Corporation,  at its  expense,  and in  accordance  with
applicable securities laws, will cause to be issued in the name of and delivered
to the  Holder,  or as the  Holder  may direct  (subject  in all  cases,  to the
provisions of Section 9 hereof), a certificate or certificates for the number of
Warrant Shares  purchased by the Holder on such  exercise,  plus, in lieu of any
fractional share to which the Holder would otherwise be entitled,  cash equal to
such fraction multiplied by the Fair Market Value.

                  2.4 Shares to Be Fully  Paid and  Nonassessable.  All  Warrant
Shares issued upon the exercise of this Warrant shall be validly  issued,  fully
paid and nonassessable, free of all liens, taxes, charges and other encumbrances
or  restrictions  on sale (other than those set forth herein) and free and clear
of all preemptive rights.

                  2.5 Fractional  Shares. No fractional shares of Stock or scrip
representing  fractional  shares of Stock shall be issued  upon the  exercise of
this  Warrant.  With respect to any fraction of a share of Stock called for upon
any exercise hereof,  the Corporation shall make a cash payment to the Holder as
set forth in Section 2.3 hereof.

                  2.6  Issuance of New  Warrants;  Corporation  Acknowledgement.
Upon any partial exercise of this Warrant, the Corporation, at its expense, will
forthwith and, in any event, within ten (10) days after partial exercise,  issue
and deliver to the Holder a new warrant or warrants of like tenor, registered in
the name of the Holder,  exercisable,  in the aggregate,  for the balance of the
Warrant Shares.  Moreover, the Corporation shall, at the time of any exercise of
this  Warrant,  upon the  request of the  Holder,  acknowledge  in  writing  its
continuing  obligation  to afford to the  Holder  any rights to which the Holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this Warrant; provided,  however, that if the Holder shall fail to
make any such request,  such failure shall not affect the continuing  obligation
of the Corporation to afford to the Holder any such rights.

                  2.7 Payment of Taxes and Expenses.  The Corporation  shall pay
any recording,  filing,  stamp or similar tax which may be payable in respect of
any transfer  involved in the issuance of, and the  preparation  and delivery of
certificates (if applicable) representing, (i) any Warrant Shares purchased upon
exercise of this Warrant and/or (ii) new or replacement warrants in the Holder's
name or the name of any transferee. The Holder shall pay any transfer tax due as
a result of the transfer of all or any portion of this Warrant to a transferee.

                  2.8      Expiration.  This Warrant and the Holder's rights
hereunder,  to the extent not previously exercised,  shall  expire as of 5:00
P.M., Boston, Massachusetts time, on the Expiration Date.

         3. Registration and other Rights. The Holder of this Warrant shall have
the right to cause the  Corporation to register any and all Warrant Shares under
the  Securities  Act  and  under  any  blue  sky  or  securities   laws  of  any
jurisdictions  within the United States, at the time and in the manner specified
and as provided for in the Stock Purchase Agreement,  and all Warrant Shares are
entitled  to the  registration  rights  set forth in  Section  7.17 of the Stock
Purchase Agreement.

         4.       Adjustments.

                  4.1      Adjustments for Stock Dividends, Subdivisions and
Combinations.

                           (a)     In the event that, at any time and from time
to time after the Issue Date,  the  Corporation  shall
(i) issue any additional  shares of Stock as a dividend or  distribution  on its
outstanding Stock or options, warrants or other rights to purchase,  directly or
indirectly,  Stock as a dividend or  distribution  on its  outstanding  Stock or
securities  convertible,  directly  or  indirectly,  into Stock as a dividend or
distribution  on its  outstanding  Stock (other than shares of Stock issued upon
exchange, exercise or conversion of the Preferred Stock or upon exercise of this
Warrant),  (ii) subdivide its outstanding  shares of Stock into a greater number
of shares  of Stock or (iii)  combine  its  outstanding  shares of Stock  into a
smaller number of shares of Stock, then and in each such event, (x) the Exercise
Price shall,  simultaneously  with the  happening of such event,  be adjusted by
multiplying the then current Exercise Price by a fraction,  (A) the numerator of
which shall be the number of shares of Stock  outstanding  immediately  prior to
such event,  and (B) the  denominator  of which shall be the number of shares of
Stock  outstanding  immediately  after such event, each in accordance with their
terms,  and the product so obtained shall  thereafter be the Exercise Price then
in effect,  and (y) the number of Warrant Shares shall be adjusted by increasing
or decreasing, as the case may be, the number of shares of Stock included within
the Warrant Shares immediately prior to such event by the percentage increase or
decrease in the total number of shares of Stock  outstanding  immediately  after
such  event as  compared  to the total  number  of  shares of Stock  outstanding
immediately  prior to such event and the result so obtained  shall be the number
of Warrant Shares then in effect.

                           (b)    The Exercise  Price and the number of Warrant
Shares,  as so adjusted,  shall be readjusted in the
same manner upon the happening of any  successive  event or events  described in
this Section 4.1.

4.2 Adjustment for Reorganization,  Consolidation or Merger. In the event that,
at any time or from time to time after the Issue Date, the Corporation shall (a)
effect a reorganization, (b) consolidate with or merge into any other Person, or
(c) sell or transfer all or  substantially  all of its  properties  or assets or
more than fifty  percent (50%) of the voting  capital  stock of the  Corporation
(whether issued and outstanding, newly issued, from treasury, or any combination
thereof) to any other Person  under any plan or  arrangement  contemplating  the
reorganization, consolidation or merger, sale or transfer, or dissolution of the
Corporation,  then,  in each such case,  the Holder,  upon the  exercise of this
Warrant as  provided  in Section 2 hereof at any time or from time to time after
the consummation of such  reorganization,  consolidation,  merger or sale or the
effective  date of such  dissolution  (subject to the  limitation  contained  in
Section 4.6, if applicable),  as the case may be, shall receive,  in lieu of the
Warrant Shares issuable on such exercise  immediately prior to such consummation
or such  effective  date, as the case may be, the Stock and property  (including
cash) to which the Holder would have been entitled upon the consummation of such
reorganization,  consolidation or merger, or sale or transfer,  or in connection
with such  dissolution,  as the case may be, if the Holder had so exercised this
Warrant  immediately  prior  thereto  (assuming the payment by the Holder of the
Exercise Price therefor as required  hereby in a form  permitted  hereby,  which
payment shall be included in the assets of the  Corporation  for the purposes of
determining the amount  available for  distribution),  all subject to successive
adjustments  thereafter  from time to time pursuant to, and in accordance  with,
the provisions of this Section 4.

4.3 Adjustments for Reclassifications.  If the Stock issuable upon the exercise
of this Warrant  shall be changed into the same or a different  number of shares
of any class(es) or series of stock,  whether by  reclassification  or otherwise
(other than an adjustment under Section 4.1 or a merger, consolidation,  or sale
of assets  provided for under  Section  4.2),  then and in each such event,  the
Holder  hereof shall have the right  thereafter to exercise this Warrant for the
kind and amount of shares of stock and other securities and property  receivable
upon such  reclassification,  or other change by holders of the number of shares
of Stock  for which  this  Warrant  was  exercisable  immediately  prior to such
reclassification,  or change,  all  subject to further  adjustment  as  provided
herein.

4.4  Distributions.  In the event that,  at any time or from time to time after
the Issue Date, the Corporation  shall make or issue, or shall fix a record date
for the  determination of eligible  holders  entitled to receive,  a dividend or
other  distribution  with respect to Common  Stock  payable in (i) shares of its
capital stock (other than a stock  dividend  provided for in Section 4.1),  (ii)
other  securities of the  Corporation  or any other Person,  (iii)  evidences of
indebtedness  issued by the  Corporation  or any  other  Person,  (iv)  options,
warrants or rights to  subscribe  for or purchase any of the  foregoing,  or (v)
assets  (excluding cash  dividends)  then, in each such case, the Holder of this
Warrant  shall  receive,  in addition to the shares of Stock  issuable  upon the
exercise  of this  Warrant  prior to such  date,  and  without  the  payment  of
additional   consideration   therefor,   the  shares  of  capital  stock,  other
securities,  evidence of  indebtedness,  options,  warrants  or other  rights or
assets,  as the case may be, to which such Holder would have been  entitled upon
such date as if such Holder had  exercised  this  Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of the actual  exercise of this  Warrant,  retained such shares and/or all other
additional stock available to it as aforesaid during such period,  giving effect
to all adjustments pursuant to this Section 4. The Corporation shall reserve and
set aside,  for the life of this Warrant or until  exercised  in full,  all such
distributions  to which the  Holder is  entitled  to  receive  pursuant  to this
Section 4.4.

4.5 Continuation of Terms.  Upon any  reorganization,  reclassification,  sale,
consolidation,  merger or other  transfer (and any  liquidation,  dissolution or
winding up of the Corporation  following any such transfer)  referred to in this
Section 4, this  Warrant  shall  continue in full force and effect and the terms
hereof shall be applicable to the shares of Stock and property  (including cash,
where  applicable)  receivable  upon the  exercise  of this  Warrant  after  the
consummation  of such  reorganization,  reclassification,  sale,  consolidation,
merger or other  transfer or the effective date of  liquidation,  dissolution or
winding up of the Corporation  following any such transfer,  as the case may be,
and shall be binding upon the issuer of any such Stock,  including,  in the case
of any such  transfer,  the Person  acquiring  all or  substantially  all of the
properties  or assets or more than fifty  percent  (50%) of the  voting  capital
stock of the Corporation  (whether issued and outstanding,  newly issued or from
treasury or any  combination  thereof),  whether or not such  Person  shall have
expressly assumed the terms of this Warrant.

4.6 Dissolution. Subject to Section 4.5 hereof, in the event of any dissolution
of the  Corporation  following the transfer of all or  substantially  all of its
properties  or assets at any time after the Issue Date,  the  Corporation  shall
retain for a period of at least  ninety  (90) days after the  effective  date of
such  dissolution  the Stock and property  (including  cash,  where  applicable)
receivable  by the Holder  pursuant to Section 4.2 hereof upon  exercise of this
Warrant at any time after the effective date of such  dissolution  (assuming the
payment by the Holder of the  Exercise  Price  therefor as required  hereby in a
form permitted hereby).  If the Holder fails to exercise this Warrant within the
sixty (60) day period  following the effective  date of such  dissolution,  then
such Stock and property  (including cash, where applicable) shall be distributed
pro rata to those Persons who were  stockholders of record of the Corporation on
the effective date of such  dissolution  or as otherwise  required by law or the
Certificate of Incorporation of the Corporation.

5. Officer's  Certificate as to Adjustments.  In each case of any adjustment or
readjustment  in the number and kind of Warrant  Shares,  or property,  issuable
hereunder  from time to time, or the Exercise  Price,  the  Corporation,  at its
expense,  will  promptly  cause an officer of the  Corporation  to compute  such
adjustment  or  readjustment  in  accordance  with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
the facts upon which such adjustment or  readjustment is based.  The Corporation
will forthwith send a copy of each such  certificate to the Holder in accordance
with Section 10.5 below.

6.      Notices of Record Date, Etc.  In the event of:

         (a) any taking by the  Corporation  of a record of the holders of Stock
for the purpose of determining  the holders  thereof who are entitled to receive
any shares of Stock as a dividend or other  distribution  or pursuant to a stock
split; or

         (b) any reorganization of the Corporation,  or any sale or transfer, in
a  single  transaction  or  a  series  of  related   transactions,   of  all  or
substantially  all the assets of the  Corporation  to, or the  consolidation  or
merger of the Corporation with or into, any other Person; or

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

         (d)  any  sale,  in  a  single  transaction  or  a  series  of  related
transactions,  of more than  fifty  percent  (50%) of the  Corporation's  voting
capital stock (whether issued and outstanding,  newly issued, from treasury,  or
any combination thereof);

then and in each such event the  Corporation  will mail or cause to be mailed to
the Holder a notice  specifying  (i) the date on which any such  record is to be
taken for the purpose of such dividend, distribution or stock split, and stating
the amount and character of such dividend,  distribution or stock split, or (ii)
the date on which  any such  reorganization,  transfer,  consolidation,  merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed,  as of which the  holders  of record of any one or more  classes of
Stock  shall be entitled to exchange  their  shares of Stock for  securities  or
other property  deliverable  on such  reorganization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up, or (iii) the date on which any
such sale of more than fifty percent (50%) of the  Corporation's  voting capital
stock is to take place and the material terms thereof,  as the case may be. Such
notice  shall be mailed at least ten (10) days  prior to the date  specified  in
such notice on which any such action is to be taken.

7.  Exchange of Warrant.  Subject to the provisions of Section 9 hereof (if and
to the  extent  applicable),  this  Warrant  shall  be  exchangeable,  upon  the
surrender hereof by the Holder at the principal  office of the Corporation,  for
new warrants of like tenor,  each registered in the name of the Holder or in the
name of such other  Persons as the Holder may direct.  Each of such new warrants
shall be  exercisable  for such  number of Warrant  Shares as the  Holder  shall
direct,  provided  that  all  of  such  new  warrants  shall  represent,  in the
aggregate,  the right to purchase  the same  number of Warrant  Shares and cash,
securities or other property,  if any, which may be purchased by the Holder upon
exercise of this Warrant at the time of its surrender.

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

9.      Transfer Provisions, etc.

9.1      Legends.

                  (a) Each  certificate  representing  any Warrant Shares issued
upon exercise of this Warrant shall bear the following legend:

         "THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS  AMENDED,  AND MAY BE  TRANSFERRED  ONLY  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  OR IN ACCORDANCE  WITH AN APPLICABLE  EXEMPTION FROM
         THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT OF  1933,  AS
         AMENDED."

                  (b) Each  certificate  representing any shares of Stock issued
from time to time upon  exercise  of this  Warrant  shall  also bear any  legend
required under any applicable state securities or blue sky laws.

9.2  Mechanics of Transfer.  Any transfer of all or any portion of this Warrant,
or of any interest therein,  that is otherwise in compliance with applicable law
shall be  effected  by  surrendering  this  Warrant  to the  Corporation  at its
principal office,  together with (i) a duly executed form of assignment,  in the
form attached  hereto,  (ii) payment of any applicable  transfer taxes and (iii)
unless there is in effect a  registration  statement  under the  Securities  Act
covering the  proposed  transfer or the proposed  transfer is to  Affiliates  or
Affiliated Groups (as such terms are defined in the Stock Purchase Agreement) of
the Holder, if the Corporation so requests (except in transactions in compliance
with Rule 144) a written opinion of legal counsel reasonably satisfactory to the
Corporation  addressed to the Corporation and satisfactory in form and substance
to the Corporation's counsel, acting reasonably, to the effect that the proposed
transfer  of  the  Warrant  or  the  Warrant  Shares  may  be  effected  without
registration under the Securities Act. In the event of any such transfer of this
Warrant,  in whole,  the Corporation  shall issue a new warrant of like tenor to
the  transferee,  representing  the right to purchase the same number of Warrant
Shares, and cash,  securities or other property,  if any, which were purchasable
by the Holder upon exercise of this Warrant at the time of its transfer.  In the
event of any such  transfer of a portion of this  Warrant,  (i) the  Corporation
shall  issue a new  warrant of like tenor to the  transferee,  representing  the
right to purchase the same number of Warrant  Shares,  and cash,  securities  or
other  property,  if any, which were  purchasable by the Holder upon exercise of
the transferred  portion of this Warrant at the time of such transfer,  and (ii)
the  Corporation  shall  issue  a new  warrant  of  like  tenor  to the  Holder,
representing  the right to  purchase  the  number of Warrant  Shares,  and cash,
securities or other property, if any, purchasable by the Holder upon exercise of
the  portion of this  Warrant not  transferred  to such  transferee.  Until this
Warrant or any portion  thereof is transferred on the books of the  Corporation,
the  Corporation may treat the Holder as the absolute holder of this Warrant and
all right,  title and interest  therein for all  purposes,  notwithstanding  any
notice to the contrary.

9.3 Restrictions on Transfer.  Subject to Section 9.2 hereof and compliance with
applicable  securities  laws,  this  Warrant,  and any portion  hereof,  and the
Warrant Shares may be  transferred  by the Holder in its sole  discretion at any
time and to any Person,  including without limitation transfers to Affiliates or
Affiliated  Groups (as such terms are defined in the Stock Purchase  Agreement),
without the consent of the Corporation.

10.      General.

                  10.1 Statement on Warrant.  Irrespective of any adjustments in
the  Exercise  Price or the number or kind of Warrant  Shares,  this Warrant may
continue to express  the same kind of Warrant  Shares as are stated on the front
page hereof.

                  10.2 Authorized Shares; Reservation of Shares for Issuance. At
all times while this Warrant is outstanding the  Corporation  shall maintain its
corporate  authority  to issue,  and shall  have  authorized  and  reserved  for
issuance upon exercise of this Warrant,  such number of shares of Stock as shall
be sufficient to perform its obligations under this Warrant (after giving effect
to any and all adjustments to the number and kind of Warrant Shares  purchasable
upon exercise of this Warrant).

                  10.3 No Impairment.  The Corporation will not, by amendment of
its  Certificate of  Incorporation  or through any  reorganization,  transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities, sale
or other  transfer of any of its assets or  properties,  or any other  voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant,  but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such  action as may be  necessary  or
appropriate  in order to  protect  the rights of the  Holder  hereunder  against
impairment.  Without  limiting the generality of the foregoing,  the Corporation
(a) will not increase the par value of any shares of Stock  receivable  upon the
exercise of this Warrant above the amount payable therefor on such exercise, and
(b) will take all action that may be necessary or  appropriate in order that the
Corporation may validly and legally issue fully paid and nonassessable shares of
Stock on the exercise of this Warrant.

                  10.4  No  Rights  as  Stockholder.  The  Holder  shall  not be
entitled  to vote or to  receive  dividends  or to be deemed the holder of Stock
that may at any time be issuable  upon  exercise of this Warrant for any purpose
whatsoever,  nor shall anything contained herein be construed to confer upon the
Holder any of the rights of a stockholder  of the  Corporation  until the Holder
shall have  exercised  this Warrant and been issued Warrant Shares in accordance
with the provisions hereof.

                  10.5 Notices. All notices, demands, requests,  certificates or
other  communications under this Warrant shall be in writing and shall be either
mailed by certified mail,  postage prepaid,  in which case such notice,  demand,
request,  certificate or other communications shall be deemed to have been given
three (3) days after the date on which it is first  deposited  in the mails,  or
hand  delivered  or sent by  facsimile  transmission,  by  tested  or  otherwise
authenticated  telex or cable or by  private  expedited  courier  for  overnight
delivery  with  signature  required,  in each such case,  such  notice,  demand,
request,  certificate  or other  communications  being deemed to have been given
upon delivery or receipt, as the case may be:

     (i) if to the  Corporation,  SoftLock.com,  Inc.,  Five Clock Tower  Place,
Suite 440, Maynard, Massachusetts 01754, Attention:  President, or at such other
address as the Corporation may have furnished in writing to the Holder; and

     (ii) if to the  Holder,  at the  Holder's  address  appearing  in the books
maintained by the Corporation.

         10.6  Amendment  and  Waiver.  No  failure  or delay of the  Holder  in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and  remedies of the Holder are  cumulative  and not
exclusive  of any  rights  or  remedies  which  it  would  otherwise  have.  The
provisions  of this  Warrant may be  amended,  modified or waived with (and only
with) the written consent of the Corporation and the Holder.

         10.7     Governing  Law. This Warrant shall be governed by, and
construed  and enforced in accordance  with,  the laws of the State of Delaware.

         10.8   Covenants  to  Bind   Successor  and  Assigns.   All  covenants,
stipulations,  promises and  agreements  in this Warrant shall be binding on and
inure to the  benefit of the  Corporation  and the  Holder and their  respective
successors, assigns and transferees, whether so expressed or not.

         10.9 Severability.  In case any one or more of the provisions contained
in this Warrant shall be invalid,  illegal or unenforceable in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

         10.10 Construction. The definitions of this Warrant shall apply equally
to both the  singular and the plural  forms of the terms  defined.  Wherever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms.  The section and  paragraph  headings used herein are
for  convenience of reference  only, are not part of this Warrant and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

         10.11 Remedies.  The Holder,  in addition to being entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific  performance of its rights under this Warrant.  The Corporation  agrees
that monetary  damages would not be adequate  compensation for any loss incurred
by reason of a breach by it of the  provisions of this Warrant and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this Warrant or where any provision  hereof is validly asserted as a defense,
the successful  party to such action or proceeding  shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

         10.12 Counterparts; Delivery by Facsimile. This Warrant may be executed
in one or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery of this
Warrant may be effected by facsimile.

                  [Remainder of page intentionally left blank]


<PAGE>


         IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Common  Stock
Purchase  Warrant to be executed as an  instrument  under seal in its  corporate
name by one of its officers  thereunto  duly  authorized,  all as of the day and
year first above written.

                                       SOFTLOCK.COM, INC.

                                       By:______________________________
                                          Name:    Scott Griffith
                                          Title:   Chief Executive Officer


<PAGE>


                              FORM OF SUBSCRIPTION

                    (To be executed upon exercise of Warrant)


To:      SOFTLOCK.COM, INC.

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented by the attached  Warrant for, and to exercise  thereunder,
______ shares of Common Stock,  $0.01 par value per share ("Common  Stock"),  of
SoftLock.com,  Inc., a Delaware  corporation,  and tenders  herewith  payment of
$____________,  representing the aggregate  purchase price for such shares based
on the price per share provided for in such Warrant.  Such payment is being made
in  accordance   with  [Section   2.1(a)(i)]   [Section   2.1(a)(ii)]   [Section
2.1(a)(iii)] of the attached Warrant.

         Please issue a certificate  or  certificates  for such shares of Common
Stock  in the  following  name or  names  and  denominations  and  deliver  such
certificate  or  certificates  to the  person or persons  listed  below at their
respective addresses set forth below:

Dated:  _____________, 2000                 _________________________________

                                            ---------------------------------
                                                     (Address)


         If said number of shares of Common Stock shall not be all the shares of
Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to
be issued  in the name of the  undersigned  for the  balance  remaining  of such
shares of Common  Stock  less any  fraction  of a share of Common  Stock paid in
cash.

Dated:_____________, 2000                   _________________________________
                                                     NOTE:  The above  signature
                                                     should  correspond  exactly
                                                     with  the  name on the face
                                                     of the attached  Warrant or
                                                     with   the   name   of  the
                                                     assignee  appearing  in the
                                                     assignment form below.


<PAGE>


                               FORM OF ASSIGNMENT

                   (To be executed upon assignment of Warrant)


         For  value  received,   ______________________________   hereby  sells,
assigns and transfers  unto  ______________  the attached  Warrant [____% of the
attached Warrant], together with all right, title and interest therein, and does
hereby  irrevocably   constitute  and  appoint   _______________________________
attorney to transfer said Warrant [said percentage of said Warrant] on the books
of SoftLock.com,  Inc., a Delaware corporation,  with full power of substitution
in the premises.

         If not  all of the  attached  Warrant  is to be so  transferred,  a new
Warrant is to be issued in the name of the  undersigned  for the balance of said
Warrant.

Dated:_______________, 2000                 _________________________________
                                            NOTE:  The above signature should
                                            correspond exactly with the name on
                                            the face of the attached Warrant.
</TEXT>
</DOCUMENT>
