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                                  Exhibit 10.5

VOID AFTER 5:00 P.M., CENTRAL TIME ON AUGUST 25, 2004

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 136,519 Shares of
                                                      Common Stock, no par value

Date: August 25, 1999, amended December 18, 1999

                         WEBB INTERACTIVE SERVICES, INC.
                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, Castle Creek Technology Partners
LLC ("Castle Creek"), or its registered assigns, is entitled to purchase from
Webb Interactive Services, Inc., a Colorado corporation doing business as Webb
Interactive Services, Inc. (the "Company"), at any time or from time to time
during the period specified in Section 2 hereof, 136,519 fully paid and
nonassessable shares of the Company's Common Stock, no par value (the "Common
Stock"), at an exercise price of $11.44 per share (the "Exercise Price").
Subject to the completion by the Company prior to March 22, 2000 of an equity or
equity-like financing raising proceeds for the Company of not less than $10
million in which Castle Creek has the right to invest not less than $5 million,
the Exercise Price shall be adjusted and shall be effective September 30, 2000,
subject to adjustment as provided in Section 4 hereof, the lower of (i) the
Exercise Price in effect on September 29, 2000, or (ii) a price which is equal
to the average of the Closing Bid Prices for the Company's Common Stock for the
20 consecutive trading days ending on September 29, 2000. This Warrant is being
issued pursuant to that certain Securities Purchase Agreement dated August 25,
1999, as amended on December 18, 1999, by and between the Company and Castle
Creek (the "Securities Purchase Agreement"). The number of shares of Common
Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof.

     The term "Closing Bid Price" means, for any security as of any date, the
closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg
Financial Markets or a comparable reporting service of national reputation
selected by the Company and
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reasonably acceptable to the holder hereof (the "Holder") if Bloomberg Financial
Markets is not then reporting closing bid prices of such security (collectively,
"Bloomberg"), or if the foregoing does not apply, the last reported sale price
of such security in the over-the-counter market on the electronic bulletin board
of such security as reported by Bloomberg, or, if no sale price is reported for
such security by Bloomberg, the average of the bid prices of any market makers
for such security as reported in the "pink sheets" by the National Quotation
Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on
such date on any of the foregoing bases, the Closing Bid Price of such security
on such date shall be the fair market value as reasonably determined by an
investment banking firm selected by the Company and reasonably acceptable to the
Holder with the costs of such appraisal to be borne by the Company.

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

     1. Mechanics of Exercise. Subject to the provisions hereof, including,
without limitation, the limitations contained in Section 8(f) hereof, this
Warrant may be exercised as follows:

          (a) Manner of Exercise. This Warrant may be exercised by the Holder,
     in whole or in part, by the surrender of this Warrant (or evidence of loss,
     theft, destruction or mutilation thereof in accordance with Section 8(c)
     hereof), together with a completed exercise agreement in the Form of
     Exercise Agreement attached hereto as Exhibit 1 (the "Exercise Agreement"),
     to the Company at the Company's principal executive offices (or such other
     office or agency of the Company as it may designate by notice to the
     Holder), and upon (i) payment to the Company in cash, by certified or
     official bank check or by wire transfer for the account of the Company, of
     the Exercise Price for the Warrant Shares specified in the Exercise
     Agreement or (ii) if the Holder elects to effect a Cashless Exercise (as
     defined in Section 12(c) below), delivery to the Company of a written
     notice of an election to effect a Cashless Exercise for the Warrant Shares
     specified in the Exercise Agreement. The Warrant Shares so purchased shall
     be deemed to be issued to the Holder or Holder's designees, as the record
     owner of such shares, as of the date on which this Warrant shall have been
     surrendered, the completed Exercise Agreement shall have been delivered,
     and payment (or notice of an election to effect a Cashless Exercise) shall
     have been made for such shares as set forth above.

          (b) Issuance of Certificates. Subject to Section 1(c), certificates
     for the Warrant Shares so purchased, representing the aggregate number of
     shares specified in the Exercise Agreement, shall be delivered to the
     Holder within a reasonable time, not exceeding three (3) business days,
     after this Warrant shall have been so exercised (the "Delivery Period").
     The certificates so delivered shall be in such denominations as may be
     requested by the Holder and shall be registered in the name of Holder or
     such other name as shall be designated by such
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     Holder. If this Warrant shall have been exercised only in part, then,
     unless this Warrant has expired, the Company shall, at its expense, at the
     time of delivery of such certificates, deliver to the Holder a new Warrant
     representing the number of shares with respect to which this Warrant shall
     not then have been exercised.

          (c) Exercise Disputes. In the case of any dispute with respect to an
     exercise, the Company shall promptly issue such number of shares of Common
     Stock as are not disputed in accordance with this Section. If such dispute
     involves the calculation of the Exercise Price, the Company shall submit
     the disputed calculations to a nationally recognized independent accounting
     firm (selected by the Company and reasonably acceptable to Holder) via
     facsimile within three (3) business days of receipt of the Exercise
     Agreement. The accounting firm shall audit the calculations and notify the
     Company and the converting Holder of the results no later than two (2)
     business days from the date it receives the disputed calculations. The
     accounting firm's calculation shall be deemed conclusive, absent manifest
     error. The Company shall then issue the appropriate number of shares of
     Common Stock in accordance with this Section.

          (d) Fractional Shares. No fractional shares of Common Stock are to be
     issued upon the exercise of this Warrant, but the Company shall pay a cash
     adjustment in respect of any fractional share which would otherwise be
     issuable in an amount equal to the same fraction of the Exercise Price of a
     share of Common Stock (as determined for exercise of this Warrant into
     whole shares of Common Stock); provided that in the event that sufficient
     funds are not legally available for the payment of such cash adjustment any
     fractional shares of Common Stock shall be rounded up to the next whole
     number.

     2. Period of Exercise. This Warrant is exercisable at any time and from
time to time on or after the date hereof and before 5:00 P.M., Central Standard
Time on the fifth (5th) anniversary of the date hereof (the "Exercise Period").

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

          (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in
     accordance with the terms of this Warrant, be validly issued, fully paid,
     and non-assessable and free from all taxes, liens, claims and encumbrances.

          (b) Reservation of Shares. During the Exercise Period, the Company
     shall at all times have authorized, and reserved for the purpose of
     issuance upon exercise of this Warrant, a sufficient number of shares of
     Common Stock to provide for the exercise of this Warrant.
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          (c) Listing. The Company shall promptly secure the listing of the
     shares of Common Stock issuable upon exercise of this Warrant upon the
     Nasdaq Small Cap Market ("Nasdaq") and use its best efforts to secure the
     listing of its securities on the Nasdaq National Market System, or the New
     York Stock Exchange, as required by Section 4.9 of the Securities Purchase
     Agreement and upon each such national securities exchange or automated
     quotation system, if any, upon which shares of Common Stock are then listed
     or become listed and shall maintain, so long as any other shares of Common
     Stock shall be so listed, such listing of all shares of Common Stock from
     time to time issuable upon the exercise of this Warrant; and the Company
     shall so list on each national securities exchange or automated quotation
     system, as the case may be, and shall maintain such listing of any other
     shares of capital stock of the Company issuable upon the exercise of this
     Warrant so long as any shares of the same class shall be listed on such
     national securities exchange or automated quotation system.

          (d) Certain Actions Prohibited. The Company will not, by amendment of
     its charter or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities, or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms to be observed or performed by it
     hereunder, but will at all times in good faith assist in the carrying out
     of all the provisions of this Warrant and in the taking of all such actions
     as may reasonably be requested by the Holder of this Warrant in order to
     protect the exercise privilege of the Holder of this Warrant, consistent
     with the tenor and purpose of this Warrant. Without limiting the generality
     of the foregoing, the Company (i) will not increase the par value of any
     shares of Common Stock receivable upon the exercise of this Warrant above
     the Exercise Price then in effect, and (ii) will take all such actions as
     may be necessary or appropriate in order that the Company may at all times
     validly and legally issue fully paid and nonassessable shares of Common
     Stock upon the exercise of this Warrant.

     4. Antidilution Provisions. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

          (a) Adjustment of Exercise Price and Number of Shares upon Issuance of
     Common Stock. Except as otherwise provided in Section 4(c) and 4(e) hereof,
     if and whenever after the initial issuance of this Warrant, the Company
     issues or sells, or in accordance with Section 4(b) hereof is deemed to
     have issued or sold, any shares of Common Stock for no consideration or for
     a consideration per share less than the greater of the then current Market
     Price (as herein defined) and the then current Exercise
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     Price on the date of issuance (a "Dilutive Issuance"), then effective
     immediately upon the Dilutive Issuance, the Exercise Price will be adjusted
     in accordance with the following formula:

               E' = (E) (O + P/M) / (CSDO)

      where:

      E'   =   the adjusted Exercise Price
      E    =   the then current Exercise Price;
      M    =   the greater of the then current Market Price and the then current
               Exercise Price;
      O    =   the number of shares of Common Stock outstanding immediately
               prior to the Dilutive Issuance;
      P    =   the aggregate consideration, calculated as set forth in Section
               4(b) hereof, received by the Company upon such Dilutive Issuance;
               and
      CSDO =   the total number of shares of Common Stock Deemed Outstanding (as
               herein defined) immediately after the Dilutive Issuance.

          (b) Effect on Exercise Price of Certain Events. For purposes of
     determining the adjusted Exercise Price under Section 4(a) hereof, the
     following will be applicable:

               (i) Issuance of Rights or Options. If the Company in any manner
          issues or grants any warrants, rights or options, whether or not
          immediately exercisable, to subscribe for or to purchase Common Stock
          or other securities exercisable, convertible into or exchangeable for
          Common Stock ("Convertible Securities"), but not to include the grant
          or exercise of any stock or options which may hereafter be granted or
          exercised under any employee or Director benefit plan of the Company
          now existing or to be implemented in the future, so long as the
          issuance of such stock or options is approved by a majority of the
          non-employee members of the Board of Directors of the Company or a
          majority of the members of a committee of non-employee directors
          established for such purpose (such warrants, rights and options to
          purchase Common Stock or Convertible Securities are hereinafter
          referred to as "Options"), and the price per share for which Common
          Stock is issuable upon the exercise of such Options is less than the
          greater of the Exercise Price or the Market Price on the date of
          issuance ("Below Market Options"), then the maximum total number of
          shares of Common Stock issuable upon the exercise of all such Below
          Market
<PAGE>

          Options (assuming full exercise, conversion or exchange of Convertible
          Securities, if applicable) will, as of the date of the issuance or
          grant of such Below Market Options, be deemed to be outstanding and to
          have been issued and sold by the Company for such price per share. For
          purposes of the preceding sentence, the price per share for which
          Common Stock is issuable upon the exercise of such Below Market
          Options is determined by dividing (i) the total amount, if any,
          received or receivable by the Company as consideration for the
          issuance or granting of such Below Market Options, plus the minimum
          aggregate amount of additional consideration, if any, payable to the
          Company upon the exercise of all such Below Market Options, plus, in
          the case of Convertible Securities issuable upon the exercise of such
          Below Market Options, the minimum aggregate amount of additional
          consideration payable upon the exercise, conversion or exchange
          thereof at the time such Convertible Securities first become
          exercisable, convertible or exchangeable, by (ii) the maximum total
          number of shares of Common Stock issuable upon the exercise of all
          such Below Market Options (assuming full conversion of Convertible
          Securities, if applicable). No further adjustment to the Exercise
          Price will be made upon the actual issuance of such Common Stock upon
          the exercise of such Below Market Options or upon the exercise,
          conversion or exchange of Convertible Securities issuable upon
          exercise of such Below Market Options.

               (ii) Issuance of Convertible Securities.

                    (1) If the Company in any manner issues or sells any
               Convertible Securities, whether or not immediately convertible
               (other than where the same are issuable upon the exercise of
               Options) and the price per share for which Common Stock is
               issuable upon such exercise, conversion or exchange (as
               determined pursuant to Section 4(b)(ii)(B) if applicable) is less
               than the greater of the Market Price or the Exercise Price then
               in effect on the date of issuance, then the maximum total number
               of shares of Common Stock issuable upon the exercise, conversion
               or exchange of all such Convertible Securities will, as of the
               date of the issuance of such Convertible Securities, be deemed to
               be outstanding and to have been issued and sold by the Company
               for such price per share. For the purposes of the preceding
               sentence, the price per
<PAGE>

               share for which Common Stock is issuable upon such exercise,
               conversion or exchange is determined by dividing (i) the total
               amount, if any, received or receivable by the Company as
               consideration for the issuance or sale of all such Convertible
               Securities, plus the minimum aggregate amount of additional
               consideration, if any, payable to the Company upon the exercise,
               conversion or exchange thereof at the time such Convertible
               Securities first become exercisable, convertible or exchangeable,
               by (ii) the maximum total number of shares of Common Stock
               issuable upon the exercise, conversion or exchange of all such
               Convertible Securities. No further adjustment to the Exercise
               Price will be made upon the actual issuances of such Common Stock
               upon exercise, conversion or exchange of such Convertible
               Securities.

                    (2) If the Company in any manner issues or sells any
               Convertible Securities with a fluctuating conversion or exercise
               price or exchange ratio (a "Variable Rate Convertible Security"),
               then the price per share for which Common Stock is issuable upon
               such exercise, conversion or exchange for purposes of the
               calculation contemplated by Section 4(b)(ii)(A) shall be deemed
               to be the lowest price per share which would be applicable
               assuming that (1) all holding period and other conditions to any
               discounts contained in such Convertible Security have been
               satisfied, and (2) the Market Price on the date of issuance of
               such Convertible Security was 80% of the Market Price on such
               date (the "Assumed Variable Market Price").

               (iii) Change in Option Price or Conversion Rate. Except for the
          grant or exercise of any stock or options which may hereafter be
          granted or exercised under any employee or Director benefit plan of
          the Company now existing or to be implemented in the future, so long
          as the issuance of such stock or options is approved by a majority of
          the non-employee members of the Board of Directors of the Company or a
          majority of the members of a committee of non-employee directors
          established for such purpose, if there is a change at any time in (i)
          the amount of additional consideration payable to the Company upon the
          exercise of
<PAGE>

          any Options; (ii) the amount of additional consideration, if any,
          payable to the Company upon the exercise, conversion or exchange or
          any Convertible Securities; or (iii) the rate at which any Convertible
          Securities are convertible into or exchangeable for Common Stock
          (other than under or by reason of provisions designed to protect
          against dilution), the Exercise Price in effect at the time of such
          change will be readjusted to the Exercise Price which would have been
          in effect at such time had such Options or Convertible Securities
          still outstanding provided for such changed additional consideration
          or changed conversion rate, as the case may be, at the time initially
          granted, issued or sold.

               (iv) Treatment of Expired Options and Unexercised Convertible
          Securities. If, in any case, the total number of shares of Common
          Stock issuable upon exercise of any Options or upon exercise,
          conversion or exchange of any Convertible Securities is not, in fact,
          issued and the rights to exercise such option or to exercise, convert
          or exchange such Convertible Securities shall have expired or
          terminated, the Exercise Price then in effect will be readjusted to
          the Exercise Price which would have been in effect at the time of such
          expiration or termination had such Options or Convertible Securities,
          to the extent outstanding immediately prior to such expiration or
          termination (other than in respect of the actual number of shares of
          Common Stock issued upon exercise or conversion thereof), never been
          issued.

               (v) Calculation of Consideration Received. If any Common Stock,
          Options or Convertible Securities are issued, granted or sold for
          cash, the consideration received therefor for purposes of this Warrant
          will be the amount received by the Company therefor, before deduction
          of reasonable commissions, underwriting discounts or allowances or
          other reasonable expenses paid or incurred by the Company in
          connection with such issuance, grant or sale. In case any Common
          Stock, Options or Convertible Securities are issued or sold for a
          consideration part or all of which shall be other than cash, the
          amount of the consideration other than cash received by the Company
          will be the fair market value of such consideration except where such
          consideration consists of freely-tradeable securities, in which case
          the amount of consideration received by the Company will be the Market
          Price thereof as of the date of receipt. In case any Common Stock,
          Options or Convertible Securities are issued in connection with any
<PAGE>

          merger or consolidation in which the Company is the surviving
          corporation, the amount of consideration therefor will be deemed to be
          the fair market value of such portion of the net assets and business
          of the non-surviving corporation as is attributable to such Common
          Stock, Options or Convertible Securities, as the case may be. The fair
          market value of any consideration other than cash or securities will
          be determined in the good faith reasonable business judgment of the
          Board of Directors.

               (vi) Exceptions to Adjustment of Exercise Price. No adjustment to
          the Exercise Price will be made (i) upon the exercise of any warrants,
          options or convertible securities issued and outstanding on the date
          hereof in accordance with the terms of such securities as of such
          date; (ii) upon the grant or exercise of any stock or options which
          may hereafter be granted or exercised under any employee or Director
          benefit plan of the Company now existing or to be implemented in the
          future, so long as the issuance of such stock or options is approved
          by a majority of the non-employee members of the Board of Directors of
          the Company or a majority of the members of a committee of
          non-employee directors established for such purpose; (iii) upon the
          issuance of the Conversion Shares (as defined in the Securities
          Purchase Agreement) or the Warrant in accordance with terms of the
          Securities Purchase Agreement; or (iv) upon the exercise of the
          Warrant.

          (c) Subdivision or Combination of Common Stock. If the Company, at any
     time after the initial issuance of this Warrant, subdivides (by any stock
     split, stock dividend, recapitalization, reorganization, reclassification
     or otherwise) its shares of Common Stock into a greater number of shares,
     then, after the date of record for effecting such subdivision, the Exercise
     Price in effect immediately prior to such subdivision will be
     proportionately reduced. If the Company, at any time after the initial
     issuance of this Warrant, combines (by reverse stock split,
     recapitalization, reorganization, reclassification or otherwise) its shares
     of Common Stock into a smaller number of shares, then, after the date of
     record for effecting such combination, the Exercise Price in effect
     immediately prior to such combination will be proportionately increased.

          (d) Adjustment in Number of Shares. Upon each adjustment of the
     Exercise Price pursuant to the provisions of this Section 4, the number of
     shares of Common Stock issuable upon exercise of this Warrant shall be
     adjusted by multiplying a number equal to the Exercise Price in effect
     immediately prior to such
<PAGE>

     adjustment by the number of shares of Common Stock issuable upon exercise
     of this Warrant immediately prior to such adjustment and dividing the
     product so obtained by the adjusted Exercise Price.

          (e) Major Transactions. If the Company shall consolidate or merge with
     any other corporation or entity (other than a consolidation or merger in
     which the Company is the surviving or continuing entity and its capital
     stock is unchanged and unissued in such transaction (except for issuances
     which do not exceed fifty percent (50%) of the Common Stock)) or there
     shall occur any share exchange pursuant to which all of the outstanding
     shares of Common Stock are converted into other securities or property or
     any such other reclassification or change of the outstanding shares of
     Common Stock or the Company shall sell all or substantially all of its
     assets (each of the foregoing being a "Major Transaction"), then the holder
     of this Warrant may, at its option, either (a) in the event that the Common
     Stock remains outstanding or holders of Common Stock receive any common
     stock or substantially similar equity interest, in each of the foregoing
     cases which is publicly traded, retain this Warrant and this Warrant shall
     continue to apply to such Common Stock or shall apply, as nearly as
     practicable, to such other common stock or equity interest, as the case may
     be, or (b) regardless of whether (a) applies, receive consideration, in
     exchange for this Warrant (without payment of any exercise price
     hereunder), equal to the greater of, as determined in the sole discretion
     of such holder, (i) the number of shares of stock or securities or property
     of the Company, or of the entity resulting from such Major Transaction (the
     "Major Transaction Consideration"), to which a holder of the number of
     shares of Common Stock delivered upon the exercise of this Warrant
     (pursuant to the cashless exercise feature hereof) would have been entitled
     upon such Major Transaction had such holder so exercised this Warrant
     (without regard to any limitations on exercise herein or elsewhere
     contained) on the trading date immediately preceding the public
     announcement of the transaction resulting in such Major Transaction and had
     such Common Stock been issued and outstanding and had such Holder been the
     holder of record of such Common Stock at the time of the consummation of
     such Major Transaction, and (ii) cash paid by the Company in immediately
     available funds in an amount equal to the Black-Scholes Amount (as defined
     herein) times the number of shares of Common Stock for which this Warrant
     was exercisable (without regard to any limitations on exercise herein
     contained and assuming payment of the exercise payment in cash hereunder)
     but in no event shall such amount exceed the Black Scholes value of the
     Warrant as of the Closing Date as determined by the Company's Auditors, and
     the Company shall make lawful provision for the foregoing as a part of such
     Major Transaction and shall cause the issuer of any security in such
     transaction which constitutes Registrable Securities under that certain
     Registration Rights Agreement dated August 25, 1999 by and between the
     Company and Castle Creek (the "Registration Rights Agreement") to assume
     all of the Company's obligations under the Registration Rights Agreement.
     In the event that the
<PAGE>

     Company shall consolidate or merge with any other corporation in a
     transaction in which common stock of the surviving corporation or the
     parent thereof (the "Exchange Securities") is issued to the holders of
     Common Stock in such transaction in exchange for all such Common Stock, and
     (a) the Exchange Securities are publicly traded, (b) the average daily
     dollar trading volume of the Exchange Securities during the one hundred
     eighty (180) day period ending on the date on which such transaction is
     publicly disclosed is greater than One Million Dollars ($1,000,000.00) per
     day as reported by Bloomberg, (c) the historical one hundred (100) day
     volatility of the Exchange Securities during the period ending on the date
     on which such transaction is publicly disclosed is greater than fifty
     percent (50%), and (d) the market capitalization of the issuer of the
     Exchange Securities is not less than One hundred Million Dollars
     ($100,000,000.00) based on the last sale price of the Exchange Securities
     on the date immediately before the date on which such transaction is
     publicly disclosed (in each case, with respect to the foregoing clauses (a)
     through (d), as reported by Bloomberg), then the provisions of clause (b)
     of the preceding sentence shall not apply. In the event that the Company
     shall, in a Major Transaction, consolidate or merge with any other
     corporation in a transaction in which the Company is the survivor (a
     "Company Transaction"), the provisions of clause (ii) of the second
     preceding sentence shall not apply to the extent that each of the following
     conditions remain true for the thirty (30) business days commencing as of
     the date of the consummation of such transaction (the "Measurement
     Period"): (a) the Common Stock remains publicly traded during the period,
     (b) the average daily dollar trading volume of the Common Stock is greater
     than One Million Dollars ($1,000,000.00), (c) the historical thirty (30)
     day volatility of the Company's Common Stock is greater than fifty percent
     (50%), and (d) the market capitalization of the Company is not less than
     One Hundred Million Dollars ($100,000,000.00) on the last day of the period
     (in each case, with respect to the foregoing clauses (a) through (d), as
     reported by Bloomberg. No sooner than ten (10) business days nor later than
     five (5) business days prior to the consummation of the Major Transaction,
     but not prior to the public announcement of such Major Transaction, the
     Company shall deliver written notice ("Notice of Major Transaction") to
     each holder of a Warrant, which Notice of Major Transaction shall be deemed
     to have been delivered one (1) business day after the Company's sending
     such notice by telecopy (provided that the Company sends a confirming copy
     of such notice on the same day by overnight courier) of such Notice of
     Major Transaction. Such Notice of Major Transaction shall indicate the
     amount and type of the Major Transaction consideration which such holder of
     a Warrant would receive under this Section. If the Major Transaction
     Consideration is cash and does not consist entirely of United States
     currency, such holder may elect to receive United States currency in an
     amount equal to the value of the Major Transaction Consideration in lieu
<PAGE>

     of the Major Transaction Consideration by delivering notice of such
     election to the Company within five (5) business days of such holder's
     receipt of the Notice of Major Transaction.

          The "Black-Scholes Amount" shall be the amount determined by
     calculating the "Black-Scholes" value of an option to purchase one share of
     Common Stock on the applicable page on the Bloomberg online page, using the
     following variable values: (i) the current market price of the Common Stock
     equal to the closing trade price on the last trading day before the date of
     the Notice of the Major Transaction; (ii) volatility of the Common Stock
     equal to the volatility of the common Stock during the 100 trading day
     period preceding the date of the Notice of the Major Transaction; (iii) a
     risk free rate equal to the interest rate on the United States treasury
     bill or treasury note with a maturity corresponding to the remaining term
     of this Warrant on the date of the Notice of the Major Transaction; and
     (iv) an exercise price equal to the Exercise Price on the date of the
     Notice of the Major Transaction. In the event such calculation function is
     no longer available utilizing the Bloomberg online page, the Holder shall
     calculate such amount in its sole discretion using the closest available
     alternative mechanism and variable values to those available utilizing the
     Bloomberg online page for such calculation function.

          (f) Distribution of Assets. In case the Company shall declare or make
     any distribution of its assets (or rights to acquire its assets) to holders
     of Common Stock as a partial liquidating dividend, by way of return of
     capital or otherwise (including any dividend or distribution to the
     Company's shareholders of cash or shares (or rights to acquire shares) of
     capital stock of a subsidiary) (a "Distribution"), at any time after the
     initial issuance of this Warrant, then the Holder shall be entitled upon
     exercise of this Warrant for the purchase of any or all of the shares of
     Common Stock subject hereto, to receive the amount of such assets (or
     rights) which would have been payable to the Holder had such Holder been
     the holder of such shares of Common Stock on the record date for the
     determination of shareholders entitled to such Distribution.

          (g) Special Adjustment and Notices of Adjustment. Upon the occurrence
     of any event which requires any adjustment of the Exercise Price, then, and
     in each such case, the Company shall give notice thereof to the Holder,
     which notice shall state the Exercise Price resulting from such adjustment
     and the increase or decrease in the number of Warrant Shares purchasable at
     such price upon exercise, setting forth in reasonable detail the method of
     calculation and the facts upon which such calculation is based. Such
     calculation shall be certified by the chief financial officer of the
     Company. If the Company takes any actions (including under or by virtue of
     Section 4 of the Warrant) which would have a dilutive effect on the Holder
     or which would materially and adversely affect the Holder with respect to
     its investment in the Warrant, and if the provisions of Section 4
<PAGE>

     of the Warrant, are not strictly applicable to such actions or, if
     applicable to such actions, would not operate to equitably protect the
     Holder against such actions, then the Company shall promptly upon notice
     from Holder appoint its independent certified public accountants to
     determine as promptly as practicable an appropriate adjustment to the terms
     hereof, including without limitation adjustments to the Exercise Price, or
     another appropriate action to so equitably protect such Holder and prevent
     any such dilution and any such material adverse effect, as the case may be.
     Following such determination, the Company shall forthwith make the
     adjustments or take the other actions described therein.

          (h) Minimum Adjustment of Exercise Price. No adjustment of the
     Exercise Price shall be made in an amount of less than 1% of the Exercise
     Price in effect at the time such adjustment is otherwise required to be
     made, but any such lesser adjustment shall be carried forward and shall be
     made at the time and together with the next subsequent adjustment which,
     together with any adjustments so carried forward, shall amount to not less
     than 1% of such Exercise Price.

          (i) [Intentionally Omitted]

          (h) Other Notices. In case at any time:

               (i) the Company shall declare any dividend upon the Common Stock
          payable in shares of stock of any class or make any other distribution
          to the holders of the Common Stock;

               (ii) the Company shall offer for subscription pro rata to the
          holders of the Common Stock any additional shares of stock of any
          class or other rights;

               (iii) there shall be any capital reorganization of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the Company with or into, or sale of all or substantially all of its
          assets to, another corporation or entity; or

               (iv) there shall be a voluntary or involuntary dissolution,
          liquidation or winding-up of the Company;

     then, in each such case, the Company shall give to the Holder (a) notice of
     the date on which the books of the Company shall close or a record shall be
     taken for determining the holders of Common Stock entitled to receive any
     such dividend, distribution, or subscription rights or for determining the
     holders of Common Stock entitled to vote in respect of any such
     reorganization, reclassification, consolidation, merger, sale, dissolution,
     liquidation or winding-up and (b) in the case of any such reorganization,
<PAGE>

     reclassification, consolidation, merger, sale, dissolution, liquidation or
     winding-up, notice of the date (or, if not then known, a reasonable
     approximation thereof by the Company) when the same shall take place. Such
     notice shall also specify the date on which the holders of Common Stock
     shall be entitled to receive such dividend, distribution, or subscription
     rights or to exchange their Common Stock for stock or other securities or
     property deliverable upon such reorganization, reclassification,
     consolidation, merger, sale, dissolution, liquidation, or winding-up, as
     the case may be. Such notice shall be given at least thirty (30) days prior
     to the record date or the date on which the Company's books are closed in
     respect thereto, but in no event earlier than public announcement of such
     proposed transaction or event. Failure to give any such notice or any
     defect therein shall not affect the validity of the proceedings referred to
     in clauses (i), (ii), (iii) and (iv) above.

          (i) Certain Definitions.

               (1) "Common Stock Deemed Outstanding" shall mean the number of
          shares of Common Stock actually outstanding (not including shares of
          Common Stock held in the treasury of the Company), plus (x) in case of
          any adjustment required by Section 4(a) resulting from the issuance of
          any Options, the maximum total number of shares of Common Stock
          issuable upon the exercise of the Options for which the adjustment is
          required (including any Common Stock issuable upon the conversion of
          Convertible Securities issuable upon the exercise of such Options),
          and (y) in the case of any adjustment required by Section 4(a)
          resulting from the issuance of any Convertible Securities, the maximum
          total number of shares of Common Stock issuable upon the exercise,
          conversion or exchange of the Convertible Securities for which the
          adjustment is required, as of the date of issuance of such Convertible
          Securities, if any.

               (2) "Market Price," as of any date, (i) means the average of the
          Closing Bid Prices for the shares of Common Stock as reported to
          Nasdaq for the ten (10) trading days immediately preceding such date,
          or (ii) if Nasdaq is not the principal trading market for the Common
          Stock, the average of the last reported bid prices on the principal
          trading market for the Common Stock during the same period, or, if
          there is no bid price for such period, the last reported sales price
          for such period, or (iii) if market value cannot be calculated as of
          such date on any of the foregoing bases, the Market Price shall be the
          average fair market value as reasonably determined by an investment
<PAGE>

          banking firm selected by the Company and reasonably acceptable to the
          Holders of a majority in interest of the Warrant, with the costs of
          the appraisal to be borne by the Company. The manner of determining
          the Market Price of the Common Stock set forth in the foregoing
          definition shall apply with respect to any other security in respect
          of which a determination as to market value must be made hereunder.

               (3) "Common Stock," for purposes of this Section 4, includes the
          Common Stock and any additional class of stock of the Company having
          no preference as to dividends or distributions on liquidation,
          provided that the shares purchasable pursuant to this Warrant shall
          include only Common Stock in respect of which this Warrant is
          exercisable, or shares resulting from any subdivision or combination
          of such Common Stock, or in the case of any reorganization,
          reclassification, consolidation, merger, or sale of the character
          referred to in Section 4(e) hereof, the stock or other securities or
          property provided for in such Section.

          (j) Key Officer or Director Transfers. If any Key Officer (as defined
     below) or director (in each case, or any member of his/her family or any
     trust or other entity for the benefit of any member of his/her family),
     during the period beginning on the Closing Date and ending on the date that
     is six months after the registration statement required pursuant to Section
     2.1 of the Registration Rights Agreement is declared effective, and while
     such person is a Key Officer or director, directly or indirectly, offers,
     sells, transfers, assigns, pledges, or otherwise disposes (except by gift
     to family members or charitable organizations) of any shares of Common
     Stock, or any securities directly or indirectly convertible into or
     exercisable or exchangeable for, or warrants, options or rights to purchase
     or acquire shares of Common Stock (all such securities, "Options") or enter
     into any agreement, contract, arrangement or understanding with respect to
     any such offer, sale, transfer, assignment, pledge or other disposition of
     any Common Stock or Options or provides or files any public notice,
     including pursuant to Rule 144 of the Securities Act, of a bona fide intent
     to dispose of a specified amount of Common Stock or Options (an "Executive
     Transfer"), then the Exercise Price shall be reduced by twenty (20) percent
     of that Exercise Price calculated pursuant to this Agreement; provided,
     however, that Key Officers or directors (and all such entities for the
     benefit of any members of his/her family, collectively) may sell, assign,
     pledge or otherwise dispose of up to 20,000 shares in the aggregate prior
     to December 31, 1999 and during the six-month period following the
     effective date of the registration statement, a Key Officer or director
     (and all such entities for the benefit of any members of his/her family,
     collectively) may sell, assign, pledge or otherwise dispose of up to the
     greater of (i) ten percent (10%) of his or her total holdings as of the
     Issue Date determined
<PAGE>

     in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
     amended, or (ii) 25,000 shares of Common Stock without triggering the
     adjustments of this Section. For purposes of this Section, Key Officer
     shall mean R. Steven Adams, Lindley S. Branson, William R. Cullen, Perry
     Evans, Andre Durand, Gwenael Hagan and Simon Greenman and any person who
     assumes or performs the duties of any other Key Officer.

     5. Intentionally omitted.

     6. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder or such
shares for any issuance tax or other costs in respect thereof, provided that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name
other than the Holder.

     7. No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of the
Holder for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

     8. Transfer, Exchange, Redemption and Replacement of Warrant.

          a. Restriction on Transfer. This Warrant and the rights granted to the
     Holder are transferable, in whole or in part, upon surrender of this
     Warrant, together with a properly executed assignment in the Form of
     Assignment attached hereto as Exhibit 2, at the office or agency of the
     Company referred to in Section 8(e) below, provided, however, that any
     transfer or assignment shall be subject to the provisions of Section 5.1
     and 5.2 of the Securities Purchase Agreement. 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. Notwithstanding anything to the contrary contained herein, the
     registration rights described in Section 9 hereof are assignable only in
     accordance with the provisions of the Registration Rights Agreement.

          b. Warrant Exchangeable for Different Denominations. This Warrant is
     exchangeable, upon the surrender hereof by the Holder at the office or
     agency of the Company referred to in Section 8(e) below, for new Warrants,
     in the form hereof, 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
<PAGE>

     represent the right to purchase such number of shares as shall be
     designated by the Holder of at the time of such surrender.

          c. Replacement of Warrant. Upon receipt of evidence reasonably
     satisfactory to the Company of the loss, theft, destruction, or mutilation
     of this Warrant or, in the case of any such loss, theft, or destruction,
     upon delivery, of an indemnity agreement reasonably satisfactory in form
     and amount to the Company, or, in the case of any such mutilation, upon
     surrender and cancellation of this Warrant, the Company, at its expense,
     will execute and deliver, in lieu thereof, a new Warrant, in the form
     hereof, in such denominations as Holder may request.

          d. Cancellation; Payment of Expenses. Upon the surrender of this
     Warrant in connection with any transfer, exchange, or replacement as
     provided in this Section 8, this Warrant shall be promptly canceled by the
     Company. The Company shall pay all issuance taxes (other than securities
     transfer taxes) and charges payable in connection with the preparation,
     execution, and delivery of Warrants pursuant to this Section 8.

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

          f. Additional Restriction on Exercise or Transfer. Notwithstanding
     anything to the contrary contained herein, the Warrant shall not be
     exercisable by the Holder to the extent (but only to the extent) that, if
     exercisable by Holder, Holder would beneficially own in excess of 4.99%
     (the "Applicable Percentage") of the shares of Common Stock. To the extent
     the above limitation applies, the determination of whether the Warrant
     shall be exercisable (vis-a-vis other securities owned by Holder which
     contain similar limitations on conversion) and of which Warrants shall be
     exercisable (as among Warrants) shall be made on the basis of the earliest
     submission of the Warrants (vis-a-vis other securities owned by the Holder
     which contain similar limitations on conversion and vis a vis other
     Warrants), in each case subject to such aggregate percentage limitation. No
     prior inability to exercise Warrants pursuant to this paragraph shall have
     any effect on the applicability of the provisions of this paragraph with
     respect to any subsequent determination of exercisability. For the purposes
     of this paragraph, beneficial ownership and all determinations and
     calculations, including without limitation, with respect to calculations of
     percentage ownership, shall be determined in accordance with Section 13(d)
     of the Securities Exchange Act of 1934, as amended, and Regulation 13D and
     G thereunder. The provisions of this paragraph may be implemented in a
     manner otherwise than in strict
<PAGE>

     conformity with the terms of this Section 8(f) with the approval of the
     Board of Directors of the Company and the Holder: (i) with respect to any
     matter to cure any ambiguity herein, to correct this paragraph (or any
     portion hereof) which may be defective or inconsistent with the intended
     Applicable Percentage beneficial ownership limitation herein contained or
     to make changes or supplements necessary or desirable to properly give
     effect to such Applicable Percentage limitation; and (ii) with respect to
     any other matter, with the further consent of the holders of a majority of
     the then outstanding shares of Common Stock. For clarification, it is
     expressly a term of this security that the limitations contained in this
     Section shall apply to each successor Holder. The holders of Common Stock
     of the Company shall be third-party beneficiaries of this Section 8(f) and
     the Company may not waive this Section 8(f) without the consent of holders
     of a majority of its Common Stock.

     9. Registration Rights. The initial holder of this Warrant (and certain
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement.

     10. Notices. Any notice herein required or permitted to be given shall be
in writing and may be personally served or delivered by courier or by confirmed
telecopy, and shall be deemed delivered at the time and date of receipt (which
shall include telephone line facsimile transmission). The addresses for such
communications shall be:

              If to the Company:

              Webb Interactive Services, Inc.
              1800 Glenarm Place, Suite 700
              Denver, Colorado 80202
              Telecopy:  (303) 292-5039
              Attention:  William Cullen

              with a copy to:

              Gray, Plant, Mooty, Mooty & Bennett, P.A.
              3400 City Center
              33 South Sixth Street
              Minneapolis, MN 55402-3796
              Telecopy:  (612) 333-0066
              Attention:  Lindley S. Branson, Esq.

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, or at such other address as each such party furnishes by notice
given in accordance with this Section 10.

     11. Governing Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The Company
irrevocably consents
<PAGE>

to the jurisdiction of the United States federal courts located in the State of
New York in any suit or proceeding based on or arising under this Warrant and
irrevocably agrees that all claims in respect of such suit or proceeding may be
determined in such courts. The Company irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. The Company
agrees that a final nonappealable judgment in any such suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner.

     12. Miscellaneous.

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

          12.2 Descriptive Headings. The descriptive headings of the several
     Sections of this Warrant are inserted for purposes of reference only, and
     shall not affect the meaning or construction of any of the provisions
     hereof.

          12.3 Cashless Exercise. Notwithstanding anything to the contrary
     contained in this Warrant, this Warrant may be exercised by presentation
     and surrender of this Warrant to the Company at its principal executive
     offices with a written notice of the Holder's intention to effect a
     cashless exercise, including a calculation of the number of shares of
     Common Stock to be issued upon such exercise in accordance with the terms
     hereof (a "Cashless Exercise"). In the event of a Cashless Exercise, in
     lieu of paying the Exercise Price in cash, the Holder shall surrender this
     Warrant for the number of shares of Common Stock determined by multiplying
     the number of Warrant Shares to which it would otherwise be entitled by a
     fraction, the numerator of which shall be the difference between the then
     current Market Price per share of the Common Stock and the Exercise Price,
     and the denominator of which shall be such then current Market Price per
     share of Common Stock. Notwithstanding the provisions of this section
     12(c), so long as a Registration Statement is effective and is available
     for immediate use pursuant to the Registration Rights Agreement dated even
     date herewith, the Holder shall not have the rights provided to it under
     this provision.

          12.4 Assignability. This Warrant shall be binding upon the Company and
     its successors and assigns and shall inure to the benefit of Holder and its
     successors and assigns. The Holder shall notify the Company upon the
     assignment of this Warrant.

                                      * * *
<PAGE>

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

                                        Webb Interactive Services, Inc.


                                        By:    /s/ William R. Cullen
                                               -------------------------------
                                        Name:  William R. Cullen
                                               -------------------------------
                                        Title: EVP & CFO
                                               -------------------------------
<PAGE>

                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

     The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of common stock of Webb Interactive Services, Inc., a
Colorado corporation doing business as Webb Interactive Services, Inc. (the
"Company"), evidenced by the attached Warrant, and [herewith makes payment of
the Exercise Price with respect to such shares in full/ elects to effect a
Cashless Exercise pursuant to the terms of the Warrant], all in accordance with
the conditions and provisions of said Warrant.

     (i) The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

     (ii) The undersigned requests that stock certificates for such shares be
issued, and a Warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Holder (or such other person or
persons indicated below) and delivered to the undersigned (or designee(s) at the
address (or addresses) set forth below:

Date:__________________                ________________________________________
                                       Signature of Holder


                                       Name of Holder (Print)

                                       Address:
<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee             Address                         No. of Shares
----------------             -------                         -------------



, and hereby irrevocably constitutes and appoints ______________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.

Date:____________, _____,

In the presence of



                                     Name:
                                          -------------------------------------
                                     Signature:
                                               --------------------------------
                                          Title of Signing Officer or
                                          Agent (if any):

                                          Address:
                                                  -----------------------------
                                          Note: The above signature should
                                                correspond exactly with the
                                                name on the face of the within
                                                Warrant.