NETWORK COMMERCE INC
EX. 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>warr104.txt
<DESCRIPTION>EX. 10.4
<TEXT>

Exhibit 10.4

            THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE
            HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN
                     THIS WARRANT EXCEPT AS HEREIN PROVIDED.

                VOID AFTER 5:00 P.M. EASTERN TIME, JULY 10, 2006

                                     WARRANT

                               For the Purchase of

                          25,000 Shares of Common Stock

                                       of

                             NETWORK COMMERCE, INC.


1.       Warrant.

     THIS CERTIFIES  THAT, for $1.00 and other good and valuable  consideration,
duly paid by or on behalf of Jorge Tabuas  ("Holder"),  as  registered  owner of
this Warrant, to Network Commerce,  Inc., a Washington corporation  ("Company"),
Holder is  entitled,  at any time or from time to time at or after July 10, 2001
("Commencement  Date"),  and at or before 5:00 p.m.,  Eastern Time July 10, 2006
("Expiration Date"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to twenty five thousand  (25,000) shares of Common Stock
of the Company,  $.001 par value ("Common  Stock").  If the Expiration Date is a
day on which banking  institutions in Seattle,  Washington are authorized by law
to close, then this Warrant may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein.  During the period ending on
the  Expiration  Date,  the  Company  agrees not to take any  action  that would
terminate the Warrant.  This Warrant is initially exercisable at $0.57 per share
of Common Stock purchased; provided, however, that upon the occurrence of any of
the events  specified in Section 6 hereof,  the rights  granted by this Warrant,
including  the  exercise  price and the  number of shares of Common  Stock to be
received upon such exercise,  shall be adjusted as therein  specified.  The term
"Exercise Price" shall mean the initial exercise price or the adjusted  exercise
price,  depending  on  the  context,  of a  share  of  Common  Stock.  The  term
"Securities"  shall mean the shares of Common Stock  issuable  upon  exercise of
this Warrant.


                                       1
<PAGE>


2.       Exercise.

     2.1 Exercise  Form. In order to exercise  this  Warrant,  the exercise form
attached  hereto  must be duly  executed  and  completed  and  delivered  to the
Company,  together  with this Warrant and payment of the Exercise  Price for the
Securities being purchased.  If the subscription rights represented hereby shall
not be exercised at or before 5:00 p.m.,  Eastern time, on the Expiration  Date,
this Warrant shall become and be void without  further force or effect,  and all
rights represented hereby shall cease and expire.

     2.2 Legend.  Each  certificate for Securities  purchased under this Warrant
shall bear a legend as follows,  unless  such  Securities  have been  registered
under the Securities Act of 1933, as amended ("Act"):

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended ("Act") or
         applicable state law. The securities may not be offered for sale, sold
         or otherwise transferred except pursuant to an effective registration
         statement under the Act, or pursuant to an exemption from registration
         under the Act and applicable state law."

3.       Transfer.

     3.1 General  Restrictions.  The registered  Holder of this Warrant,  by its
acceptance  hereof,  agrees  that  it will  not  sell,  transfer  or  assign  or
hypothecate  this Warrant to anyone except upon compliance  with, or pursuant to
exemptions  from,  applicable  securities  laws.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
immediately  transfer this Warrant on the books of the Company and shall execute
and  deliver  a new  Warrant  or  Warrants  of  like  tenor  to the  appropriate
assignee(s)  expressly  evidencing the right to purchase the aggregate number of
shares of Common Stock  purchasable  hereunder or such portion of such number as
shall be contemplated by any such assignment.

     3.2  Restrictions  Imposed by the  Securities  Act.  This  Warrant  and the
Securities underlying this Warrant shall not be transferred unless and until (i)
the  Company  has  received  the  opinion  of counsel  for the Holder  that such
securities may be sold pursuant to an exemption from registration under the Act,
and  applicable  state law,  the  availability  of which is  established  to the
reasonable  satisfaction  of  the  Company,  or  (ii) a  registration  statement
relating to such Securities has been filed by the Company and declared effective
by the Securities and Exchange  Commission and compliance with applicable  state
law.

4.       New Warrants to be Issued.

     4.1 Partial Exercise or Transfer.  Subject to the restrictions in Section 3
hereof,  this Warrant may be  exercised or assigned in whole or in part.  In the
event of the exercise or assignment  hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds  sufficient  to pay any Exercise  Price and/or  transfer tax, the
Company shall cause to be delivered to the Holder  without  charge a new Warrant
of like tenor to this Warrant in the name of the Holder  evidencing the right of
the  Holder to  purchase  the  aggregate  number  of shares of Common  Stock and
Warrants  purchasable  hereunder as to which this Warrant has not been exercised
or assigned.


                                       2
<PAGE>

     4.2 Lost Certificate.  Upon receipt by the Company of evidence satisfactory
to it of the loss,  theft,  destruction  or  mutilation  of this  Warrant and of
reasonably satisfactory indemnification, the Company shall execute and deliver a
new Warrant of like tenor and date. Any such new Warrant  executed and delivered
as a result of such loss,  theft,  mutilation or destruction  shall constitute a
substitute contractual obligation on the part of the Company.

5.       Registration Rights.

     5.1 Demand Registration.

     5.1.1 Grant of Right.  The Company,  upon written demand  ("Initial  Demand
Notice") of the Holder(s) of more than 50% ("Majority  Holders") of the Warrants
and/or the  underlying  Common Stock  (collectively  "Registrable  Securities"),
agrees to  register  on no more than one  occasion,  all or any  portion  of the
Warrants and/or the underlying Common Stock requested by the Majority Holders in
the Initial Demand Notice. Upon the request by the Majority Holders as set forth
in the  preceding  sentence,  the  Company  will file a  registration  statement
covering the  Registrable  Securities  within  thirty days after  receipt of the
Initial  Demand  Notice  and use its  best  efforts  to have  such  registration
statement  declared  effective  as  soon as  possible  thereafter.  Should  this
registration  or the  effectiveness  thereof  be  delayed  by the  Company,  the
exercisability  of the Warrants  shall be extended for a period of time equal to
the delay in registering the Registrable  Securities.  Moreover,  if the Company
willfully fails to comply with the provisions of this Section 5.1.1, the Company
shall,  in addition to any other  equitable  or other  relief  available  to the
Holder(s),  be liable  for any and all  incidental,  special  and  consequential
damages  sustained by the Holder(s).  The demand for registration may be made at
any time during a period of seven years beginning one year from the Commencement
Date. The Company  covenants and agrees to give written notice of its receipt of
any Initial  Demand Notice by any Holder(s) to all other  registered  Holders of
the Warrants and/or the Registrable  Securities within ten days from the date of
the receipt of any such Initial Demand Notice.

     5.1.2  Terms.  The  Company  shall  bear all fees and  reasonable  expenses
incurred by the Company in  compliance  with Section  5.1.1 hereof  attendant to
registering  the  Registrable  Securities  pursuant  to  Section  5.1.1  if such
registration of the  Registrable  Securities of any Holder relates to an Initial
Demand  Notice from the Majority  Holders,  including any filing fees payable to
the National Association of Securities Dealers, Inc. ("NASD") and legal fees but
limited to one counsel  selected by the Holders,  and the Holders  shall pay any
and all underwriting  commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection  with the sale of the Registrable
Securities.  The Company  agrees to use its best  efforts to qualify or register
the  Registrable  Securities in such States as are  reasonably  requested by the
Majority  Holder(s);  provided,  however,  that in no event shall the Company be
required  to  register  the  Registrable  Securities  in a State in  which  such
registration  would  cause (i) the  Company  to be  obligated  to  qualify to do
business  in such State,  or would  subject the Company to taxation as a foreign
corporation   doing  business  in  such   jurisdiction  or  (ii)  the  principal
stockholders  of the Company to be  obligated  to escrow their shares of capital
stock of the Company.  The Company shall cause any registration  statement filed
pursuant to the demand rights  granted  under Section 5.1.1 to remain  effective
for a  period  of  nine  consecutive  months  from  the  effective  date of such
registration statement unless the registration statement is on Form S-3 in which
case the Company  shall cause the  registration  statement  to remain  effective
until  all the  Registrable  Securities  are sold or until the  delivery  to the
Holders of an opinion of counsel to the Company  reasonably  satisfactory to the
Holders to the effect  that such rights are no longer  necessary  for the public
sale of the  Registrable  Securities  without  restriction  as to the  number of
securities  that may be sold at any one time or the manner of sale  pursuant  to
Rule 144(k) under the Act.


                                       3
<PAGE>


         5.2      "Piggy-Back" Registration.

     5.2.1 Grant of Right.  The Holders of this Warrant for so long as they hold
any of the  Registrable  Securities  shall have the right from the  Commencement
Date to  have  all of the  Registrable  Securities  held  by them  automatically
included as part of any registration of securities filed by the Company,  (other
than in connection with a transaction  contemplated  by Rule 145(a)  promulgated
under  the Act or  pursuant  to Form  S-4 or Form S-8 or any  equivalent  form),
including those  registrations filed prior to the date hereof but which have not
yet been declared effective;  provided, however, that if, in the written opinion
of the Company's managing underwriter or underwriters, if any, for such offering
(the "Underwriter"),  the inclusion of the Registrable Securities, when added to
the securities  being  registered by the Company or the selling  stockholder(s),
will exceed the maximum amount of the Company's securities which can be marketed
(i) at a price  reasonably  related to their then current market value,  or (ii)
without  materially  and adversely  affecting the entire  offering,  the Company
shall  nevertheless  register all or any portion of the  Registrable  Securities
required to be so registered but such  Registrable  Securities shall not be sold
by the Holders until 120 days after the registration statement for such offering
has  become  effective;  and  provided  further  that,  if  any  securities  are
registered  for sale on behalf of other  stockholders  in such offering and such
stockholders have not agreed to defer such sale until the expiration of such 120
day period,  the number of  securities  to be sold by all  stockholders  in such
public  offering  during such 120 day period shall be apportioned pro rata among
all  such  selling  stockholders,  including  all  holders  of  the  Registrable
Securities,  according to the total amount of securities of the Company proposed
to  be  sold  by  said  selling  stockholders,  including  all  holders  of  the
Registrable Securities.

     5.2.2  Terms.  The  Company  shall  bear all fees and  reasonable  expenses
incurred by the Company in  compliance  with Section  5.2.1 hereof  attendant to
registering the Registrable Securities, including any filing fees payable to the
NASD,  but the Holders shall pay any and all  underwriting  commissions  and the
expenses  of any legal  counsel  selected by the  Holders to  represent  them in
connection with the sale of the Registrable  Securities.  In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding
Registrable  Securities  with  written  notice  of  such  registration  and  the
Company's  inclusion of the number of the Registrable  Securities  thereon,  not
less than twenty days prior to the proposed date of filing of such  registration
statement.  The  "piggy-back"  rights  provided for herein shall be automatic on
every  registration  statement  filed  by the  Company  until  such  time as all
Registrable  Securities  have been sold by the Holders or until the  delivery to
the Holders of an opinion of counsel to the Company  reasonably  satisfactory to
the  Holders to the effect  that such  rights  are no longer  necessary  for the
public sale of the Registrable  Securities without  restriction as to the number
of securities that may be sold at any one time or the manner of sale pursuant to
Rule 144(k) under the Act. The Company  shall give notice to the Holders of each
registration  statement filed by the Company on which the Registrable Securities
are to be registered.


                                       4
<PAGE>

     The Company shall cause any  registration  statement  filed pursuant to the
above "piggy-back"  rights to remain effective until all Registrable  Securities
thereunder have been sold or are freely saleable, without restriction,  under an
exemption from the registration requirements.

         5.3      General Terms

     5.3.1 Indemnification.

     (a) The Company shall indemnify the Holder(s) of the Registrable Securities
to be sold pursuant to any registration  statement hereunder and any underwriter
or person deemed to be an underwriter under the Act and each person, if any, who
controls  such  Holders or  underwriters  or persons  deemed to be  underwriters
within the meaning of Section 15 of the Act or Section  20(a) of the  Securities
Exchange Act of 1934,  as amended  ("Exchange  Act"),  against all loss,  claim,
damage, expense or liability (including all reasonable attorneys' fees and other
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange  Act or  otherwise,  arising  from  such  registration  statement.  The
Holder(s) of the Registrable Securities to be sold pursuant to such registration
statement,  and their successors and assigns, shall severally,  and not jointly,
indemnify the Company,  against all loss,  claim,  damage,  expense or liability
(including all reasonable attorneys' fees and other expenses reasonably incurred
in investigating,  preparing or defending against any claim whatsoever) to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from  information  furnished by or on behalf of such  Holders,  in writing,  for
specific inclusion in such registration statement.

     (b) If any action is brought against a party hereto,  ("Indemnified Party")
in  respect  of  which   indemnity  may  be  sought   against  the  other  party
("Indemnifying   Party"),   such   Indemnified   Party  shall  promptly   notify
Indemnifying Party in writing of the institution of such action and Indemnifying
Party shall assume the defense of such action, including the employment and fees
of counsel  reasonably  satisfactory to the Indemnified  Party. Such Indemnified
Party  shall have the right to employ its or their own counsel in any such case,
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
Indemnified  Party unless (i) the  employment  of such  counsel  shall have been
authorized in writing by  Indemnifying  Party in connection  with the defense of
such  action,  or (ii)  Indemnifying  Party shall not have  employed  counsel to
defend such action,  or (iii) such Indemnified  Party shall have been advised by
counsel that there may be one or more legal  defenses  available to it which may
result in a conflict between the Indemnified  Party and  Indemnifying  Party (in
which case Indemnifying  Party shall not have the right to direct the defense of
such action on behalf of the  Indemnified  Party),  in any of which events,  the
reasonable  fees and expenses of not more than one additional  firm of attorneys
designated in writing by the  Indemnified  Party shall be borne by  Indemnifying
Party. Notwithstanding anything to the contrary contained herein, if Indemnified
Party shall  assume the defense of such action as provided  above,  Indemnifying
Party shall not be liable for any settlement of any such action effected without
its written consent.


                                       5
<PAGE>

     (c) If the  indemnification  or  reimbursement  provided  for  hereunder is
finally  judicially  determined  by a  court  of  competent  jurisdiction  to be
unavailable  to an  Indemnified  Party (other than as a  consequence  of a final
judicial  determination of willful misconduct,  bad faith or gross negligence of
such Indemnified Party), then Indemnifying Party agrees, in lieu of indemnifying
such  Indemnified  Party,  to  contribute  to the amount paid or payable by such
Indemnified  Party (i) in such  proportion  as is  appropriate  to  reflect  the
relative benefits received,  or sought to be received,  by Indemnifying Party on
the one hand and by such Indemnified Party on the other or (ii) if (but only if)
the  allocation  provided  in clause (i) of this  sentence is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits referred to in such clause (i) but also the relative fault of
Indemnifying Party and of such Indemnified Party; provided,  however, that in no
event shall the aggregate amount  contributed by a Holder exceed the profit,  if
any,  earned by such Holder as a result of the  exercise by him of the  Warrants
and the sale by him of the underlying shares of Common Stock.

     (d) The  rights  accorded  to  Indemnified  Parties  hereunder  shall be in
addition  to any rights  that any  Indemnified  Party may have at common law, by
separate agreement or otherwise.

     5.3.2  Exercise of Warrants.  Nothing  contained  in this Warrant  shall be
construed as requiring  the  Holder(s) to exercise  their  Warrants  prior to or
after the initial  filing of any  registration  statement  or the  effectiveness
thereof.

     5.3.3  Documents  Delivered to Holders.  The Company  shall furnish to each
Holder  participating in any of the foregoing  offerings and to each Underwriter
of any such offering, if any, a signed counterpart,  addressed to such Holder or
Underwriter,  of (i) an opinion of counsel to the Company,  dated the  effective
date of such  registration  statement  (and,  if such  registration  includes an
underwritten public offering, an opinion dated the date of the closing under any
underwriting  agreement related thereto), and (ii) a "cold comfort" letter dated
the effective date of such  registration  statement  (and, if such  registration
includes an underwritten public offering, a letter dated the date of the closing
under the underwriting  agreement) signed by the independent  public accountants
who have issued a report on the Company's financial  statements included in such
registration  statement,  in each case covering  substantially  the same matters
with  respect  to such  registration  statement  (and  the  prospectus  included
therein) and, in the case of such  accountants'  letter,  with respect to events
subsequent to the date of such financial statements,  as are customarily covered
in  opinions  of  issuer's  counsel and in  accountants'  letters  delivered  to
underwriters in underwritten  public offerings of securities.  The Company shall
also deliver promptly to each Holder  participating  in the offering  requesting
the correspondence and memoranda described below and to the managing underwriter
copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its
staff with  respect to the  registration  statement  and permit  each Holder and
underwriter to do such  investigation,  upon  reasonable  advance  notice,  with
respect to information  contained in or omitted from the registration  statement
as it deems  reasonably  necessary to comply with applicable  securities laws or
rules of the NASD. Such investigation shall include access to books, records and
properties  and  opportunities  to discuss the  business of the Company with its
officers and independent  auditors,  all to such  reasonable  extent and at such
reasonable times and as often as any such Holder shall reasonably request.


                                       6
<PAGE>

6.      Adjustments

     6.1  Adjustments to Exercise  Price and Number of Securities.  The Exercise
Price and the number of shares of Common Stock  underlying this Warrant shall be
subject to adjustment from time to time as hereinafter set forth:

     6.1.1 Stock Dividends - Recapitalization,  Reclassification, Split-Ups. If,
after the date hereof,  and subject to the provisions of Section 6.2 below,  the
number of outstanding shares of Common Stock is increased by a stock dividend on
the  Common  Stock  payable  in  shares  of  Common  Stock  or  by  a  split-up,
recapitalization  or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
issuable on exercise of this Warrant  shall be increased in  proportion  to such
increase in outstanding shares.

     6.1.2 Aggregation of Shares.  If after the date hereof,  and subject to the
provisions of Section 6.2, the number of  outstanding  shares of Common Stock is
decreased  by a  consolidation,  combination  or  reclassification  of shares of
Common Stock or other similar event, then, upon the effective date thereof,  the
number of shares of Common Stock  issuable on exercise of this Warrant  shall be
decreased in proportion to such decrease in outstanding shares.

     6.1.3  Adjustments  in  Exercise  Price.  Whenever  the number of shares of
Common Stock  purchasable  upon the  exercise of this  Warrant is  adjusted,  as
provided in this  Section  6.1,  the  Exercise  Price shall be adjusted  (to the
nearest cent) by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

     6.1.4  Replacement of Securities upon  Reorganization,  etc. In case of any
reclassification  or  reorganization  of the outstanding  shares of Common Stock
other than a change  covered by Section 6.1.1 hereof or which solely affects the
par  value of such  shares  of  Common  Stock,  or in the case of any  merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
which  does  not  result  in  any  reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation  or entity of the property of the Company as an entirety or
substantially  as an entirety in connection with which the Company is dissolved,
the Holder of this Warrant shall have the right thereafter (until the expiration
of the right of exercise of this  Warrant) to receive upon the exercise  hereof,
for the same aggregate  Exercise Price payable  hereunder  immediately  prior to
such  event,  the kind and  amount  of shares  of stock or other  securities  or
property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation,  or upon a dissolution following any such sale or other
transfer,  by a Holder of the  number of shares of Common  Stock of the  Company
obtainable upon exercise of this Warrant immediately prior to such event; and if
any reclassification  also results in a change in shares of Common Stock covered
by  Sections  6.1.1 or 6.1.2,  then such  adjustment  shall be made  pursuant to
Sections  6.1.1,  6.1.2,  6.1.3 and this Section  6.1.4.  The provisions of this
Section   6.1.4  shall   similarly   apply  to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


                                       7
<PAGE>


     6.1.5 Changes in Form of Warrant.  This form of Warrant need not be changed
because of any change  pursuant to this Section,  and Warrants issued after such
change may state the same Exercise Price and the same number of shares of Common
Stock and Warrants as are stated in the Warrants  initially  issued  pursuant to
this  Agreement.  The  acceptance  by any Holder of the issuance of new Warrants
reflecting  a required  or  permissive  change  shall not be deemed to waive any
rights to a prior adjustment or the computation thereof.

     6.2 Elimination of Fractional Interests.  The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu of any  fractional  interests,  it being the intent of the parties that all
fractional  interests  shall be  eliminated  by rounding  any fraction up to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.

7.  Reservation  and Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company  covenants and agrees that,  upon exercise of the Warrants
and payment of the Exercise Price therefor, all shares of Common Stock and other
securities  issuable upon such exercise shall be duly and validly issued,  fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Warrants  shall be  outstanding,  the Company  shall use its best
efforts  to cause all  shares of Common  Stock  issuable  upon  exercise  of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on Nasdaq) on which the Common Stock is then listed
and/or quoted.

8.       Certain Notice Requirements.

     8.1 Holder's Right to Receive Notice.  Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent or to receive notice as
a stockholder  for the election of directors or any other  matter,  or as having
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the  expiration of the Warrants and their  exercise,  any of the events
described in Section 8.2 shall occur,  then, in one or more of said events,  the
Company  shall give written  notice of such event at least fifteen days prior to
the date fixed as a record  date or the date of closing the  transfer  books for
the determination of the stockholders  entitled to such dividend,  distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.


                                       8
<PAGE>

     8.2 Events  Requiring  Notice.  The  Company  shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, or (ii)
the Company  shall offer to all the holders of its Common  Stock any  additional
shares  of  capital  stock of the  Company  or  securities  convertible  into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor,  or (iii) a merger or reorganization in which the
Company  is not the  surviving  party,  or (iv) a  dissolution,  liquidation  or
winding up of the Company  (other than in  connection  with a  consolidation  or
merger)  or a sale  of all or  substantially  all of its  property,  assets  and
business shall be proposed.

     8.3 Notice of Change in Exercise Price.  The Company shall,  promptly after
an event  requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("Price Notice").  The Price
Notice shall describe the event causing the change and the method of calculating
same and  shall  be  certified  as being  true  and  accurate  by the  Company's
President and Chief Financial Officer.

     8.4  Transmittal  of Notices.  All  notices,  requests,  consents and other
communications  under this  Warrant  shall be in writing  and shall be deemed to
have been duly made on the date of delivery if delivered  personally  or sent by
overnight courier,  with  acknowledgment of receipt by the party to which notice
is  given,  or on the fifth  day  after  mailing  if mailed to the party to whom
notice  is  to be  given,  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid and properly  addressed  as follows:  (i) if to the
registered Holder of this Warrant, to the address of such Holder as shown on the
books of the Company,  or (ii) if to the  Company,  to its  principal  executive
office.

9.       Miscellaneous.

     9.1  Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.

     9.2 Entire Agreement.  This Warrant (together with the other agreements and
documents  being  delivered  pursuant  to or in  connection  with this  Warrant)
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.

     9.3 Binding  Effect.  This Warrant shall inure solely to the benefit of and
shall  be  binding  upon,  the  Holder  and the  Company  and  their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.



                                       9
<PAGE>

     9.4  Governing  Law;  Submission  to  Jurisdiction.  This Warrant  shall be
governed by and construed  and enforced in accordance  with the law of the State
of New York,  without  giving  effect to  conflict of laws.  The Company  hereby
agrees  that any  action,  proceeding  or claim  against it  arising  out of, or
relating in any way to this Warrant  shall be brought and enforced in the courts
of the State of New York or of the  United  States of America  for the  Southern
District  of New York,  and  irrevocably  submits  to such  jurisdiction,  which
jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested,  postage
prepaid,  addressed  to it at the  address  set forth in Section 8 hereof.  Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company  in any  action,  proceeding  or  claim.  The  Company  agrees  that the
prevailing  party(ies)  in any such action shall be entitled to recover from the
other party(ies) all of its reasonable  attorneys' fees and expenses relating to
such action or proceeding  and/or  incurred in connection  with the  preparation
therefor.

     9.5  Waiver,  Etc.  The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this Warrant shall not be deemed or construed
to be a waiver of any such  provision,  nor to in any way affect the validity of
this Warrant or any  provision  hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach,  non-compliance  or  non-fulfillment  of any of the  provisions  of this
Warrant shall be effective unless set forth in a written instrument  executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach,  non-compliance  or  non-fulfillment  shall be
construed  or  deemed  to  be a  waiver  of  any  other  or  subsequent  breach,
non-compliance or non-fulfillment.

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

     9.7 Replacement.  Upon receipt of evidence  reasonably  satisfactory to the
Company of the loss, theft,  destruction,  or mutilation of this Warrant and, in
the case of such loss,  theft,  or  destruction,  upon  delivery of an indemnity
agreement  reasonably  satisfactory in form and amount to the Company, or in the
case of mutilation upon surrender and cancellation of this Warrant, the Company,
at its expense  will  execute and deliver in lieu  thereof a new Warrant of like
tenor.

     9.8 Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon the  surrender  hereof by the holder hereof at the office of
the  Company,  for  new  Warrants  of  like  tenor  of  different  denominations
representing  in the  aggregate  the right to  purchase  the number of shares of
Common  Stock which may be  purchased  hereunder,  each of such new  Warrants to
represent  the right to purchase  such number of shares (at the  Exercise  Price
therefor)  as shall  be  designated  by the  holder  hereof  at the time of such
surrender.



                                       10
<PAGE>

     9.9  Transfer  or  Exchange  Without  Registration.  If, at the time of the
surrender  of this Warrant in  connection  with any transfer or exchange of this
Warrant and this Warrant (or, in the case of any  exercise,  the Warrant  Shares
issuable  hereunder)  shall not be registered under the Act and under applicable
state  securities or blue sky laws,  the Company may require,  as a condition of
allowing  such  transfer or exchange,  (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form,  substance and scope  customary for opinions of
counsel in comparable transactions) to the effect that such transfer or exchange
may be made without  registration  under the Securities Act and under applicable
state  securities  or blue sky  laws  (the  cost of which  shall be borne by the
Company if the  Company's  counsel  renders such an opinion),  and (ii) that the
Holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company.  9.10 Transfer and Exchange.  This
Warrant and the rights granted to the Holder here are transferable,  in whole or
in part,  upon  surrender of this  Warrant,  together  with a properly  executed
assignment  in the form  attached  hereto,  at the office of the Company  below,
provided that any transfer or assignment  shall be subject to the conditions set
forth in Section 9.9 hereof.  Until due presentment for registration of transfer
on the books of the Company,  the Company may treat the registered holder hereof
as the owner and holder  hereof for all  purposes,  and the Company shall not be
affected by any notice to the contrary.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the 10th day of July, 2001.

                                      NETWORK COMMERCE, INC.


                                      By:__________________________________
                                      Name: Randy Cerf
                                      Title: Chief Financial Officer


<PAGE>



Form to be used to exercise Warrant:

NETWORK COMMERCE, INC.
411 First Avenue South, Suite 200 North
Seattle, WA  98104

Date:  _____________________, 20___

     The  undersigned  hereby elects  irrevocably to exercise the within Warrant
and to purchase ________ shares of Common Stock of _________________________ and
hereby makes payment of  $____________  (at the rate of $_________  per share of
Common Stock) in payment of the Exercise  Price pursuant  thereto.  Please issue
the Common Stock as to which this Warrant is  exercised in  accordance  with the
instructions given below.


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


---------------------------
Signature Guaranteed

     NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every  particular  without  alteration or
enlargement or any change  whatsoever,  and must be guaranteed by a bank,  other
than a savings bank,  or by a trust company or by a firm having  membership on a
registered national securities exchange.

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name              ________________________________________________________
                            (Print in Block Letters)


Address  ________________________________________________________


<PAGE>


Form to be used to assign Warrant:

                                   ASSIGNMENT


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

     FOR VALUE  RECEIVED,  ________________________________  does  hereby  sell,
assign and transfer unto _________________________________ the right to purchase
_____________________        shares       of        Common        Stock       of
_________________________________  ("Company")  evidenced by the within  Warrant
and does hereby authorize the Company to transfer such right on the books of the
Company.


Dated:   ____________________, 20____



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






     NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every  particular  without  alteration or
enlargement or any change  whatsoever,  and must be guaranteed by a bank,  other
than a savings bank,  or by a trust company or by a firm having  membership on a
registered national securities exchange.

</TEXT>
</DOCUMENT>
