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                                                                     EXHIBIT 4.9

Warrant Certificate No.: HFN 2                                 Right to Purchase
                                                           100,000 Warrant Units

THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR WHICH MAY BE ISSUED UPON
EXERCISE OF THE RIGHTS HEREIN GRANTED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY STATE SECURITIES COMMISSION, AND
MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A
REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO
THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND OTHER APPLICABLE STATE LAWS AND
RULES.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ENTITLED TO CERTAIN RIGHTS AND
THE HOLDER HEREOF IS SUBJECT TO CERTAIN OBLIGATIONS SPECIFIED IN A CERTAIN
SHAREHOLDER AGREEMENT BETWEEN SYBASE, INC. AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH IS AVAILABLE FOR EXAMINATION AT THE PRINCIPAL OFFICE
OF SYBASE, INC.



                                  SYBASE, INC.

                          COMMON STOCK PURCHASE WARRANT

                            VOID AFTER APRIL 1, 2003

      SYBASE, INC., a Delaware corporation ("Sybase"), hereby certifies that,
for value received, Speer & Associates, Inc., having an address at 8215 Roswell
Road, Building 1100, Atlanta, Georgia 30350 or assigns (the "Investor"), is
entitled, subject to the terms set forth below, to purchase from Sybase at any
time from the date hereof until 5:00 P.M., Eastern time, on April 1, 2003 (the
"Expiration Date") 100,000 "Warrant Units" (as hereinafter defined) at a
purchase price of [$3.00 / MER] per Warrant Unit (the "Purchase Price"). The
term "Warrant Unit" means $1.153448 in cash and 0.34794 shares of duly
authorized, validly issued, fully paid and nonassessable shares of the Common
Stock, $0.001 par value, of Sybase.

      This Warrant is issued in consideration of the surrender by the Investor
of its Warrant to purchase the Common Stock of Home Financial Network, Inc., a
Delaware corporation ("HFN") in connection with the merger of On-Line Financial
Services, Inc., a wholly owned subsidiary of Sybase into HFN ("Merger Sub")
pursuant to the terms of that certain Agreement and Plan of Reorganization,
dated as of November 29, 1999, by and among Sybase, HFN, Merger Sub, and certain
principal shareholders of HFN and a shareholder representative designated
therein (the "Reorganization Agreement") and the ancillary agreements referenced
therein, including without limitation, the Shareholder Agreement executed
concurrently herewith by the holder.


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

            (a)   The term "Sybase" shall include Sybase, Inc. and any
corporation which shall succeed or assume the obligations of Sybase hereunder.

            (b)   The term "Sybase Common Stock" includes (a) the Sybase Common
Stock, $.001 par value per share, as authorized on the date hereof, (b) any
other capital stock of any class or classes (however designated) of Sybase,
authorized on or after such date, 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 (c) any other securities
into which or for which any of the securities described in (a) or (b) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

      1.    EXERCISE OF WARRANT. On or prior to the Expiration Date, this
Warrant may be exercised in full or in part by the holder hereof by surrender of
this Warrant, with the form of subscription at the end hereof duly executed by
such holder, to Sybase at its principal office, accompanied by payment in the
amount obtained by multiplying the number of Warrant Units for which this
Warrant is being exercised by the Purchase Price then in effect, which payment
shall be in the form of cash, certified or official bank check payable to the
order of Sybase.

      2.    DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
15 days thereafter, Sybase 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 holder hereof, or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, the number of Warrant Units (including
the cash and certificates for Sybase Common Stock) to which such holder shall be
entitled on such exercise, together with any other stock or other securities and
property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise. No fractional shares
shall be issued upon exercise of this Warrant and any fractional share shall be
rounded down to the next whole share without any adjustment in the cash
consideration included in the Warrant Unit.

      3.    NO IMPAIRMENT. Sybase will not, by amendment of its Certificate of
Incorporation 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 this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant.
Without limiting the generality of the foregoing, Sybase (a) will not increase
the par value of any shares of Sybase Common Stock receivable on the exercise of
the Warrant above the amount payable therefor on such exercise, and (b) will
take all such action as may be necessary or appropriate in order that Sybase may
validly and legally issue fully paid and nonassessable shares of Sybase Common
Stock on the exercise of this Warrant from time to time outstanding.


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      4.    NOTICES OF RECORD DATE. Notwithstanding Section 9 hereof, in the
event Sybase provides notice to the holders of its Common Stock of

            (a)   any taking by Sybase of a record of the holders of any class
of 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 Sybase, any reclassification or
recapitalization of the capital stock of Sybase, or any transfer of all or
substantially all the assets of Sybase to or consolidation or merger of Sybase
with or into any other person, or

            (c)   any voluntary or involuntary dissolution, liquidation or
winding-up of Sybase,

then and in each such event Sybase will promptly mail or cause to be mailed to
the holder of this Warrant any such notice delivered to the holders of its
Common Stock, at the time and in the manner such notice was provided to the
holders of Sybase Common Stock.

      5.    RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT. Sybase will at
all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrant, all shares of Sybase Common Stock from time to time
issuable on the exercise of the Warrant.

      6.    EXCHANGE OF WARRANT. On surrender for exchange of this Warrant,
properly endorsed, to Sybase, Sybase at its expense will issue and deliver to or
on the order of the holder thereof a new Warrant or Warrants of like tenor, in
the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of Warrant Units for which the Warrant or Warrants
may still be exercised and the amount of cash and number of shares of Sybase
Common Stock constituting such Warrant Unit.

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

      8.    WARRANT AGENT. Sybase may, by written notice to each holder of a
Warrant, appoint an agent for the purpose of issuing the Sybase Common Stock on
the exercise of the Warrant pursuant to Section 1, exchanging this Warrant
pursuant to Section 6, and replacing this Warrant pursuant to Section 7, 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.

      9.    NEGOTIABILITY; RESTRICTIONS ON TRANSFER; WARRANT HOLDER NOT DEEMED
STOCKHOLDER. This Warrant is issued upon the following terms, to all of which
each holder or owner hereof by the taking hereof consents and agrees:


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            (a)   No holder of this Warrant shall, as such, be entitled to vote
or to receive dividends or to be deemed the holder of any class of security that
may at any time be issuable upon exercise of the Warrant for any purpose
whatsoever, nor shall anything contained herein be construed to confer upon such
holder, as such, any of the rights of a stockholder of Sybase or any right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issue or reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger or
conveyance or otherwise), or to receive notice of meetings, or to receive
dividends or subscription rights, until such holder shall have exercised the
Warrant and been issued shares of Sybase Common Stock in accordance with the
provisions hereof.

            (b)   Neither this Warrant nor any shares of Sybase Common Stock to
be purchased pursuant to this Warrant have been registered under the Securities
Act of 1933 (the "Securities Act"). Therefore, unless this Warrant or any shares
of Sybase Common Stock to be purchased pursuant to this Warrant have been
registered under the Securities Act, Sybase may require, as a condition of
allowing the transfer or exchange of this Warrant or such shares, that the
holder or transferee of this Warrant or such shares, as the case may be, furnish
to Sybase an opinion of counsel reasonably acceptable to Sybase to the effect
that such transfer or exchange may be made without registration under the
Securities Act of 1933. The certificates evidencing the Sybase Common Stock
issued upon the exercise of the Warrant shall bear the legends set forth at the
beginning of this Warrant.

            (c)   Neither his warrant nor any shares of Sybase Common Stock to
be purchased pursuant to this Warrant may be transferred or assigned without the
prior written consent of Sybase.

            (d)   Holder acknowledges and agrees that all shares of Sybase
Common Stock issuable upon exercise of this Warrant shall be subject to the
Shareholder's Agreement and the Investor Agreement, executed by the holder
concurrently herewith.

      10.   INVESTMENT INTENT. Unless a current registration statement under the
Securities Act of 1933, as amended, shall be in effect with respect to the
securities to be issued upon exercise of this Warrant, the Holder thereof, by
accepting this Warrant, covenants and agrees that, at the time of exercise
hereof, and at the time of any proposed transfer of securities acquired upon
exercise hereof, such Holder will deliver to Sybase a written statement that the
securities acquired by the Holder upon exercise hereof are for the own account
of the Holder for investment and are not acquired with a view to, or for sale in
connection with, any distribution thereof (or any portion thereof) and with no
present intention (at any such time) of offering and distributing such
securities (or any portion thereof).

      11.   NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of Sybase. No provisions hereof, in the absence of affirmative action by the
Holder hereof to purchase Sybase Common Stock, and no enumeration herein of the
rights or privileges of the Holder hereof shall give rise to any liability of
such Holder as a stockholder of Sybase. Notwithstanding the foregoing, Sybase
will transmit to the Warrant holder such information, documents and reports as
are generally distributed to the Holders of any class or series of the
securities of Sybase concurrently with the distribution thereof to the
stockholders.


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      12.   FURTHER ASSURANCES. Sybase undertakes generally to execute all such
agreements and other instruments and to do all such other acts as are necessary
or appropriate to give full effect to the terms, conditions and provisions of
this Warrant and make it binding on Sybase.

      13.   NOTICES. All notices and other communications from Sybase to the
holder of this Warrant shall be mailed by overnight courier or by first class
registered or certified mail, postage prepaid, at such address as may have been
furnished to Sybase in writing by such holder or, until any such holder
furnishes to Sybase an address, then to, and at the address of, the last holder
of this Warrant who has so furnished an address to Sybase.

      14.   MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of
the terms hereof. The invalidity or unenforceability of any provision thereof
shall in no way affect the validity or enforceability of any other provision.

      15.   EXPIRATION. The right to exercise this Warrant shall expire at 5:00
P.M., Eastern Time, on April 1, 2003.

Dated: _____________, 2000                SYBASE, INC., a Delaware corporation


                                          By: _________________________________

                                          Name: _______________________________

                                          Title: ______________________________




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Warrant Certificate No.: HFN 2                                 Right to Purchase
                                                           100,000 Warrant Units


                              FORM OF SUBSCRIPTION
                   (TO BE SIGNED ONLY ON EXERCISE OF WARRANT)



TO SYBASE, INC.


      The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, ________
Warrant Units consisting of cash in the amount of $__________ in the aggregate
and ________ shares of Sybase Common Stock in the aggregate, and herewith makes
payment of $________ therefor, and requests that such cash and the certificates
for such shares be issued in the name of, and delivered to ____________________,
whose address is ____________________.


Dated:                                     ____________________________________
                                           (Signature must conform to name of
                                           holder as specified on the face of
                                           the Warrant)

                                           ____________________________________
                                                         (Address)



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Warrant Certificate No.: HFN 2


                               FORM OF ASSIGNMENT
                   (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)



      For value received, the undersigned hereby sells, assigns, and transfers
unto ____________________ the right represented by the within Warrant to
purchase ________ Warrant Units to which the within Warrant relates, and
appoints ____________________ Attorney to transfer such right on the books of
Sybase, Inc. with full power of substitution in the premises.



Dated:                                     ____________________________________
                                           (Signature must conform to name of
                                           holder as specified on the face of
                                           the Warrant)

                                           ____________________________________
                                                         (Address)




Signed in the presence of:                 ____________________________________





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                            EXHIBIT TO SPEER WARRANT

       [Attach Shareholder Agreement Exhibit to Reorganization Agreement]





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