<PAGE>

                                                                    EXHIBIT 4(E)

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER
HEREOF TO THE COMPANY OF AN OPINION OF COUNSEL STATING THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE.


                                CLEARWORKS.NET, INC.


                         CONDITIONAL WARRANT TO PURCHASE 6%
                               CONVERTIBLE DEBENTURES
                       AND WARRANTS TO PURCHASE COMMON STOCK


                  THE TRANSFERABILITY OF THIS CONDITIONAL WARRANT
                      IS RESTRICTED AS PROVIDED IN SECTION 2.

Void after December 13, 2000       Right to Purchase up to $2,000,000 principal
                                   amount of 6% Convertible Debentures and
                                   Warrants to Purchase 140,000 Shares of
                                   Common Stock


                                      PREAMBLE

     Clearworks.net, Inc. (the "Company"), a Delaware corporation, hereby
certifies that, for value received, Candlelight Investors LLC, whose address is
One World Trade Center, Suite #4563, New York, New York 10048, or its
registered assigns (hereinafter, the "Registered Holder"), is, subject to the
terms set forth herein, entitled to purchase from the Company at any time or
from time to time beginning sixty (60) days (or a lesser number of days if
agreed to by the Company and the Purchaser) after the date on which the
registration statement covering the Securities is declared effective by the
Commission and ending at 5:00 P.M. New York time, on the date one (1) year from
the date hereof (the "Expiration Time") up to (i) two million ($2,000,000) of
the Company's 6% Convertible Debentures (the "Additional Debentures")
substantially in the form of EXHIBIT A to the Securities Purchase Agreement (as
defined below) and (ii) warrants (the "Additional Warrants") in the form of
EXHIBIT B of the Securities Purchase Agreement to purchase seventy thousand
(70,000) shares of common stock, par value $.001 per share (the "Common Stock")
for each one million Additional Debentures purchased hereunder.


                                       2
<PAGE>

For purposes of this warrant (the "Conditional Warrant") the aggregate price
paid by the Registered Holder for the Additional Debentures and the Additional
Warrants shall be equal to the aggregate principal amount of the Debentures
purchased hereunder and is referred to herein as the "Purchase Price".

     Subject to the terms set forth herein, and provided that the Closing Bid
Price on the date of delivery of the Conditional Exercise Notice is greater than
the Closing Bid Price on the Initial Closing Date, at the election of the
Company upon delivery of a Conditional Exercise Notice to the Registered Holder,
the Registered Holder shall at any time or from time to time before the
Expiration Time be required to exercise this Conditional Warrant and purchase up
to $2,000,000 of Additional Debentures and Additional Warrants to purchase up to
one hundred forty thousand (140,000) shares of Common Stock (minus any such
Additional Debentures and Additional Warrants previously purchased hereunder),
at the Purchase Price; provided, that, the Registered Holder shall not be
required to exercise and purchase any such shares if at any time from and after
the delivery to the Registered Holder of the Conditional Exercise Notice through
the Conditional Closing Date (the "Interim Period") any of the Closing
Conditions (as defined below) shall not have been satisfied.

     This Warrant is the Conditional Warrant (the "Conditional Warrant") to
purchase up to $2,000,000 of Additional Debentures and Additional Warrants to
purchase up to one hundred forty thousand (140,000) shares of Common Stock
issued pursuant to the Securities Purchase Agreement (the "Securities Purchase
Agreement"), dated as of December 13, 1999, by and between the Company and
Candlelight Investors LLC.  The Securities Purchase Agreement contains certain
additional terms that are binding upon the Company and each Registered Holder of
this Conditional Warrant.  A copy of the Securities Purchase Agreement,
including the Exhibits thereto, may be obtained by any Registered Holder of the
Conditional Warrant from the Company upon written request.  Capitalized terms
used but not defined herein shall have the meanings set forth in the Securities
Purchase Agreement, including the Exhibits thereto.

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a)  The term "Closing Bid Price" shall mean the closing bid price closing
bid price on any trading day shall be (a) if the Common Stock is then listed or
quoted on either the NASD Bulletin Board, the NASDAQ SmallCap Market or the
NASDAQ National Market, the reported closing bid price for the Common Stock as
reported by Bloomberg L.P. or The Wall Street Journal or on such day (or, if not
so reported, as otherwise reported by The NASDAQ Small Cap Market, NASDAQ
National Market or the NASD Bulletin Board, as the case may be), (b) if the
Common Stock is listed on either the American Stock Exchange or New York Stock
Exchange, the closing bid price for the Common Stock on such exchange on such
day as reported by Bloomberg or the Journal or (c) if neither (a) nor (b) apply
but the Common Stock is quoted in the over-the-counter market, another
recognized exchange, or on the pink sheets, the last reported bid price thereof
on such date.  If the prices of the Common Stock cannot be calculated on such
date on any of the foregoing bases, such prices on such date shall be the fair
market value as mutually determined by the Company and the Registered Holder for
which the calculation is


                                       3
<PAGE>

required in order to determine the Applicable Conversion Price; PROVIDED,
HOWEVER, that if the Company and the Registered Holder are unable to mutually
determine the fair market value, such fair market value shall be determined
by an by a nationally recognized investment banking firm or firm of
independent chartered accountants of recognized standing (which firm may be
the firm that regularly examines the financial statements of the Company)
selected in good faith by the Board and holders of a majority in interest of
the Debentures.

     (b)  The term "Company" includes any corporation which shall succeed to or
assume the obligations of the Company hereunder.

     (c)  The term "Common Stock" includes all shares of any class or classes
(however designated) of the Company, authorized on or after the date hereof, the
holders of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference, and the holders of which shall ordinarily be entitled to
vote for the election of directors of the Company (even though the right so to
vote has been suspended by the happening of a contingency).

     (d)  The term the "Conditional Exercise Notice" shall mean a written notice
delivered not less than seven (7) business days nor more than twenty (20)
business days prior to the Conditional Closing Date which sets forth the
Additional Debentures and the number of shares of Common Stock purchasable
pursuant to the Additional Warrant.

     (e)  The term the "Conditional Closing Date" shall mean the date specified
in a duly delivered Conditional Exercise Notice.

     (f)  The term "Major Transaction" shall be deemed to have occurred at such
time as any of the following events: (i) the consolidation, merger or other
business combination of the Company with or into another person (other than (A)
pursuant to migratory merger effected solely for the purpose of changing the
jurisdiction of incorporation of the Company, or (B) a consolidation, merger or
other business combination in which the Company is the surviving entity and
holders of the Company's voting power immediately prior to the transaction
continue after the transaction to hold, directly or indirectly, the voting power
necessary to elect a majority of the members of the board of directors of the
Company); (ii) the sale or transfer of all or substantially all of the Company's
assets; or (iii) consummation of a purchase, tender or exchange offer made to
the holders of more than thirty percent (30%) of the outstanding shares of
Common Stock.

     (g)  The term "Material Adverse Change" means any change, event, result or
happening involving, directly or indirectly, the Company or any of its
subsidiaries resulting in a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

     (h)  The term "Other Securities" refers to any class of shares (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which


                                       4
<PAGE>

the holder of this Conditional Warrant at any time shall be entitled to
receive, or shall have received, upon the exercise of the Conditional Warrant,
in lieu of or in addition to the Additional Debentures and Additional Warrants,
or which at any time shall be issuable or shall have been issued in exchange
for or in replacement of the Additional Debentures or Additional Warrants or
Other Securities.

     (i)  The term "Triggering Event" shall be deemed to have occurred at such
time as any of the following events: (i) the failure of the Initial Registration
Statement to be declared effective by the Securities and Exchange Commission on
or prior to the Effectiveness Deadline; (ii) while the Initial Registration
Statement is required to be maintained effective pursuant to the terms of the
Registration Rights Agreement, the effectiveness of the Initial Registration
Statement lapses for any reason (including, without limitation, the issuance of
a stop order) or is unavailable to the holder of the Additional Debentures for
sale of the Registrable Securities (as defined in the Registration Rights
Agreement) in accordance with the terms of the Registration Rights Agreement,
and such lapse or unavailability continues for a period of five (5) consecutive
trading days, provided that the cause of such lapse or unavailability is not due
to factors solely within the control of such holders of Registrable Securities;
(iii) the suspension from listing or the failure of the Common Stock to be
listed on the OTC Bulletin Board, the Nasdaq SmallCap Market, the Nasdaq
National Market, The New York Stock Exchange, Inc. or The American Stock
Exchange, Inc. for a period of five (5) consecutive days; (iv) the Company's
notice to any holder of Debentures, including by way of public announcement, at
any time, of its intention not to comply with proper requests for conversion of
Debentures into shares of Common Stock; (v) if the Closing Bid Price (as defined
in Section 6 of Exhibit A to the Securities Purchase Agreement) for the Common
Stock shall be less than two dollars fifty cents ($2.50) per share at any time
during the Interim Period; (vi) the Company's stockholders shall not have
authorized and approved the transactions contemplated by the Securities Purchase
Agreement and this Warrant in accordance with applicable law; (vii) a material
breach by the Company of any representation, warranty, covenant or other term or
condition of the Securities Purchase Agreement, the Registration Rights
Agreement, this Conditional Warrant or any other agreement, document,
certificate or other instrument delivered in connection with the transactions
contemplated thereby or hereby; or (viii) if the average daily trading volume of
the Common Stock on the OTC Bulletin Board, the Nasdaq SmallCap Market, the
Nasdaq National Market, The New York Stock Exchange, Inc. or The American Stock
Exchange, Inc., as applicable, is less than thirty thousand (30,000) shares per
day during the thirty (30) trading days prior to the Conditional Closing Date.

1.   REGISTRATION RIGHTS.

     The rights of the holder of this Conditional Warrant to register the shares
of Common Stock issuable upon conversion of the Additional Debentures
purchasable hereunder and the shares of Common Stock issuable upon exercise of
the Additional Warrants purchasable hereunder shall be as stated in the
Registration Rights Agreement, which agreement is EXHIBIT D to the Securities
Purchase Agreement.


                                       5
<PAGE>

2.   RESTRICTED STOCK.

     If, at the time of any transfer or exchange of this Conditional Warrant or
any Additional Debentures or Additional Warrants issuable upon exercise of this
Conditional Warrant (other than a transfer or exchange not involving a change in
the beneficial ownership of this Conditional Warrant or any Additional
Debentures or Additional Warrants, as applicable), such Conditional Warrant,
such Additional Debentures or such Additional Warrants shall not be registered
under the Securities Act, and the Company's obligation to transfer such
Conditional Warrant, such Additional Debentures or such Additional Warrants
shall be subject to the provisions of Section 4 of the Securities Purchase
Agreement.

3.   EXERCISE OF CONDITIONAL WARRANT AND ISSUANCE OF ADDITIONAL DEBENTURES AND
     ADDITIONAL WARRANTS.

     3.1. EXERCISE IN FULL.  The holder of this Conditional Warrant may, and
shall on the Conditional Closing Date, provided the Conditional Exercise Notice
is given and the Closing Conditions are satisfied as required below, exercise
this Conditional Warrant in full by surrendering this Conditional Warrant, with
the form of Election to Purchase at the end hereof duly executed by such holder,
to the Company in the manner set forth in Section 11 of the Securities Purchase
Agreement.  The surrendered Conditional Warrant shall be accompanied by payment,
in cash or by certified or official bank check payable to the order of the
Company, in the amount equal to two million dollars ($2,000,000).

     3.2. PARTIAL EXERCISE.  This Warrant may, and shall on the Conditional
Closing Date provided, the Conditional Exercise Notice is given and the Closing
Conditions are satisfied as required above, be exercised in part by surrender of
this Conditional Warrant in the manner provided in Subsection 3.1, except that
the exercise price shall be equal to the aggregate principal amount of the
Company's Debentures as shall be designated by the holder or the Company, as
applicable, in the Conditional Exercise Notice. On any such partial exercise,
subject to the provisions of Section 2 hereof, the Company, at its expense, will
forthwith issue and deliver to or upon the order of the Registered Holder hereof
a new Conditional Warrant or Conditional Warrants of like tenor, in the name of
the Registered Holder hereof or as such Registered Holder may request, calling
in the aggregate on the face or faces thereof for the Additional Debentures and
Additional Warrants equal to the number of shares of Additional Debentures and
Additional Warrants called for on the face of this Conditional Warrant minus the
number of such shares designated by the Registered Holder in the applicable
Conditional Exercise Notice.

     3.3. COMPANY ACKNOWLEDGMENT.  The Company will, at the time of the
exercise, exchange or transfer of this Conditional Warrant, upon the request of
the Registered Holder hereof, acknowledge in writing its continuing obligation
to afford to such Registered Holder or transferee any rights (including, without
limitation, any right to registration of the Company's shares of Common Stock)
to which such Registered Holder or transferee shall continue to be entitled
after such exercise, exchange or transfer in accordance with the provisions of
this Conditional Warrant, provided that if the Registered Holder of this
Conditional Warrant shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company


                                       6
<PAGE>

to afford to such Registered Holder or transferee any such rights.

     3.4. CONDITIONAL WARRANT TO PURCHASE COMMON STOCK.  Within three (3)
Business Days of any exercise of this Conditional Warrant, the Company shall
issue to the Registered Holder a Warrant substantially in the form of EXHIBIT B
to the Securities Purchase Agreement to purchase such number of shares of Common
Stock as shall equal the product of (x) .07 and (y) the Purchase Price paid by
the Registered Holder pursuant to any exercise of this Conditional Warrant.

4.   DELIVERY OF SHARE CERTIFICATES UPON EXERCISE.  Following the exercise of
this Conditional Warrant in full or in part, within the time periods and in the
manner provided by Section 5(b) of the Securities Purchase Agreement, the
Company, at its expense (including the payment by it of any applicable issue
taxes), will cause to be issued in the name of and delivered to the Registered
Holder hereof, or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct, a Debenture substantially
in the form of EXHIBIT A to the Securities Purchase Agreement to which such
Registered Holder shall be entitled on such exercise.

5.   CLOSING CONDITIONS.  Notwithstanding anything herein to the contrary, the
Company shall not be permitted to deliver a Conditional Exercise Notice, nor
shall the Registered Holder be required to exercise and purchase on a
Conditional Closing Date any Additional Debentures and Additional Warrants
unless in either case each of the following conditions is satisfied: (i) the
Initial Registration Statement shall have been declared effective and shall
remain effective for a period of at least sixty (60) days and at all times
during the applicable Interim Period; (ii) the Closing Bid Price (as defined in
Section G of Exhibit A to the Securities Purchase Agreement) for the Common
Stock shall not be less than two dollars seventy-five cents ($2.75) per share;
(iii) during the period beginning on the original issue date of this Conditional
Warrant and ending on and including the applicable Conditional Closing Date,
there shall not have occurred (A) a public announcement of a Major Corporate
Event which has not been abandoned or terminated, (B) a Triggering Event or (C)
a Material Adverse Change; (iv) at all times during the period beginning on the
original issue date of this Conditional Warrant and ending on and including the
applicable Conditional Closing Date, the Common Stock shall have been designated
on the NASDAQ OTC Bulletin Board, the Nasdaq SmallCap Market or National Market
System and shall not have been suspended from trading thereon and the Company
shall not have been notified of any pending or threatened proceeding or other
action to delist or suspend the Common Stock from so trading; (v) the Company's
Certificate of Incorporation shall be in full force and effect and shall not
have been amended since the original issue date of this Conditional Warrant;
provided, however, the Company may amend its Certificate of Incorporation for
the sole purpose of increasing the number of members on the Board of Directors
of the Company; (vi) the representations and  warranties of the Company in the
Securities Purchase Agreement shall be true and correct as of the date when made
and as of the applicable Conditional Closing Date as though made at that time
(except for representations and Conditional Warranties that speak as of a
specific date) and the Company shall have performed, satisfied and complied with
the covenants, agreements and conditions required by the Primary Documents to be
performed, satisfied or complied with by the Company at or prior to the


                                       7
<PAGE>

applicable Conditional Closing Date (and the Registered Holder of this
Conditional Warrant shall have received a certificate, executed by the Chief
Executive Officer of the Company, dated as of the applicable Conditional Closing
Date, to the foregoing effect and as to such other matters as may be reasonably
requested by such holder); and (vii) as of the applicable Conditional Closing
Date, the Company shall have reserved out of its authorized and unissued Common
Stock, the sum of (i) two (2) times the sum of (x) maximum number of shares of
Common Stock that could be issuable upon the conversion of the Initial Shares
and (y) the maximum number that could be issuable upon conversion of the
Additional Shares and (ii) the sum of the number of shares of Common Stock
issuable upon exercise in full of the Initial Warrants and the Additional
Warrant, in each case without regard to whether the Conditional Warrant shall
have been exercised solely for the purpose of effecting the conversion of
Additional Debentures and Exercise of the Additional Warrants, as applicable.

6.   NO DILUTION OR IMPAIRMENT.  The Company will not, by amendment of its
Articles of Incorporation or By-laws, 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 of the Conditional Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
holders of the Conditional Warrants, as specified herein and in the Securities
Purchase Agreement, against dilution or other impairment.  Without limiting the
generality of the foregoing, the Company (a) will not increase the par value of
any Shares receivable on the exercise of the Conditional Warrant above the
amount payable therefor on such exercise, and (b) will not effect a subdivision
or split up of shares or similar transaction with respect to any class of the
Common Stock without effecting an equivalent transaction with respect to all
other classes of Common Stock.

7.   NOTICE OF RECORD DATE.  In case of:

          (a)  any taking by the Company of a record of the holders of any class
of its securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b)  any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of all
or substantially all the assets of the Company to or consolidation or merger of
the Company with or any voluntary or involuntary dissolution, liquidation or
winding up of the Company, or

          (c)  events shall have occurred resulting in the voluntary or
involuntary dissolution, liquidation or winding up of the Company, then and in
each such event the Company will mail or cause to be mailed to each holder of a
Conditional Warrant a notice specifying (i) the date on which any record is to
be taken for the purpose of any such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, (ii)
the date on which any such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding up is to
take place, and the time, if any is to be fixed, as of


                                       8
<PAGE>

which the holders of record of Common Stock (or Other Securities) shall be
entitled to exchange their Common Stock (or Other Securities) for securities
or other property deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation
or winding up, and (iii) the amount and character of any stock or other
securities, or rights or options with respect thereto, proposed to be issued
or granted, the date of such proposed issue or grant and the persons or class
of persons to whom such proposed issue or grant is to be offered or made.
Such notice shall be mailed at least thirty (30) days prior to the date
specified in such notice on which any such action is to be taken.

8.   EXCHANGE OF CONDITIONAL WARRANTS.  On surrender for exchange of any
Conditional Warrant, properly endorsed, to the Company, the Company, at its
expense, will issue and deliver to or (subject to Section 2) on the order of the
holder thereof a new Conditional Warrant or Conditional Warrants of like tenor,
in the name of such holder or as such holder may direct, calling in the
aggregate on the face or faces thereof for the Additional Debentures and
Additional Warrants called for on the face or faces of the Conditional Warrant
or Conditional Warrants so surrendered.

9.   REPLACEMENT OF CONDITIONAL WARRANTS.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Conditional Warrant and, in the case of any such loss, theft or destruction of
any Conditional Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, on surrender and cancellation of such Conditional Warrant, the
Company, at its expense, will execute and deliver, in lieu thereof, a new
Conditional Warrant of like tenor.

10.  CONDITIONAL WARRANT AGENT.  The Company may, by written notice to each
holder of a Conditional Warrant, appoint an agent having an office in New York,
New York, for the purpose of issuing Additional Debentures and Additional
Warrants on the exercise of the Conditional Warrants pursuant to Section 3,
exchanging Conditional Warrants pursuant to Section 8, and replacing Conditional
Warrants pursuant to Section 9, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

11.  REMEDIES.  The Company stipulates that the remedies at law of the holder of
this Conditional Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Conditional Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

12.  NEGOTIABILITY, ETC.  This Conditional Warrant is issued upon the following
terms, to all of which each Registered Holder or owner hereof by the taking
hereof consents and agrees:

          (a)  subject to the terms of Section 4 of the Securities Purchase
Agreement, title to this Conditional Warrant may be transferred by endorsement
(by the Registered Holder hereof executing the form of assignment at the end
hereof) and delivery in the same manner as in


                                       9
<PAGE>

the case of a negotiable instrument transferable by endorsement and delivery;

          (b)  any person in possession of this Conditional Warrant properly
endorsed is authorized to represent himself as absolute owner hereof and is
empowered to transfer absolute title hereto by endorsement and delivery hereof
to a bona fide purchaser hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Conditional Warrant in favor of
each such bona fide purchaser, and each such bona fide purchaser shall acquire
absolute title hereto and to all rights represented hereby; and

          (c)  until this Conditional Warrant is transferred on the books of the
Company, the Company may treat the Registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

13.  NOTICES.  All notices and other communications from the Company to the
Registered Holder of this Conditional Warrant shall be given in writing (unless
otherwise specified herein) and shall be effective upon personal delivery, via
facsimile (upon receipt of confirmation of error-free transmission and mailing a
copy of such confirmation postage prepaid by certified mail return receipt
requested) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed,
to such address as may have been furnished to the Company in writing by such
Registered Holder or, until any such Registered Holder furnishes to the Company
an address, then to, and at the address of, the last Registered Holder of this
Conditional Warrant who has so furnished an address to the Company.

14.  MISCELLANEOUS.  This Conditional Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by both parties.  This Conditional Warrant is being delivered in the
State of New York and, except for provisions with respect to internal corporate
matters of the Company which shall be governed by the corporate laws of the
State of Delaware, shall be construed and enforced in accordance with and
governed by the laws of the State of New York, without regard to principles of
conflict of laws.  Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of New York or the
state courts of the State of New York sitting in the City of New York in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. The headings in this Conditional Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
All nouns and pronouns used herein shall be deemed to refer to the masculine,
feminine or neuter, as the identity of the person or persons to whom reference
is made herein may require.


          [REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS]


                                      10
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Conditional Warrant
as of December 13, 1999.

                                       CLEARWORKS.NET, INC.


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


ACKNOWLEDGED AND AGREED:


CANDLELIGHT INVESTORS LLC
By:  WEC ASSET MANAGEMENT LLC, Manager



By:
   -----------------------------------
   Name: Ethan Benovitz
   Title: Managing Director