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                                                                  EXHIBIT 4.14

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 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 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 AND OTHER APPLICABLE STATE LAWS AND RULES.

                                   ESOFT, INC.

                        WARRANT TO PURCHASE COMMON STOCK

                            DATED SEPTEMBER 15, 2000



         ESOFT, INC., a Delaware corporation (the "COMPANY"), certifies that,
for valuable consideration, receipt of which is hereby acknowledged, the Holder
is entitled to purchase from the Company that number of shares of the Company's
Common Stock set forth in Section 1 hereof (the "SHARES") at the purchase price
set forth in Section 1 hereof.

         This Warrant and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:

         1.       DEFINITIONS.  As used in this  Warrant,  the  following  terms
shall have the following meanings:

                  "AGREEMENT" - The Stock and Warrant Purchase and Investors
         Rights Agreement dated as of April 26, 2000 between the Company and the
         Holder, as amended on September 15, 2000.

                  "COMMON STOCK" - Common Stock,  par value $0.01 per share,  of
         the Company.

                  "COMPANY" - eSoft, Inc.  a Delaware corporation.

                  "COMPANY TIME" - local time in Broomfield, Colorado.

                  "EFFECTIVE DATE" - September 15, 2000

                  "EXPIRATION DATE" - April 26, 2005.

                  "HOLDER" - Gateway Companies, Inc., a Delaware corporation.

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                  "PURCHASE PRICE" - $ 11.00 per share.

                  "SUBSCRIPTION  FORM" - The form  attached  to this  Warrant as
         Exhibit "I."

                  "WARRANT" - This Warrant and any warrants delivered in
         substitution or exchange therefor as provided herein.

                  "SHARES" - up to 600,000 shares of Common Stock (subject to
         adjustment as set forth in Section 5 hereof).

         2.       EXERCISE.

         (a       TIME OF EXERCISE. This Warrant may be exercised in whole or in
part (but not as to fractional shares) at the office of the Company, at any time
or from time to time; provided, however, that this Warrant may only be exercised
after the dates and in the amounts set forth in Section 2(b) hereof; and
provided, further, that this Warrant shall expire and be null and void if not
exercised in the manner herein provided, by 5:00 p.m., Company Time, on the
Expiration Date.

         (b       VESTING. The Warrants shall vest and become exercisable based
upon performance milestones as follows: (i) 100,000 warrants shall become
exercisable if at any time the total number of subscribers (the "Number of
Subscribers") for a bundled ISP/server program, or in the aggregate for all
bundled ISP/server programs, implementing the Company's software on the
Investor's hardware (such as the "Basic Package" referred to in Section 4.1.1 of
the Statement of Work executed by the Company and the Investor on April 11, 2000
(the "Statement of Work"), or any modifications, enhancements or alterations
thereof) (the "Products") equals or exceeds 10,000; an additional 100,000
Warrants shall become exercisable if at any time the Number of Subscribers
equals or exceeds 25,000; an additional 100,000 Warrants shall become
exercisable if at any time the Number of Subscribers equals or exceeds 50,000;
(ii) 60,000 Warrants shall become exercisable if at any time the Investor and
the Company enter into a statement of work for the localization of Products in
Japan, China (simplified), Germany, France, Spain and the United Kingdom/Ireland
(the "Target Countries"), and (iii) 40,000 Warrants shall become exercisable if
at any time the Investor and the Company launch a Product in any of the Target
Countries (with a maximum vesting of 240,000 Warrants pursuant to this clause
(iii) in the event that Products are launched in each of the six Target
Countries).

         (c       MANNER OF EXERCISE. This Warrant is exercisable at the
Purchase Price, payable in cash or by certified check, payable to the order of
the Company, subject to adjustment as provided in Section 3 hereof; provided,
however, that at the Holder's election the exercise price may be deducted from
the number of Shares to be delivered to the Holder upon exercise, in which case
such Shares shall be valued at the Closing Price on Nasdaq of the Common Stock
or the date preceding the date of exercise. Upon surrender of this Warrant with
the annexed Subscription form duly executed, together with payment of the
Purchase Price for the Shares purchased (and any applicable transfer taxes) at
the Company's principal executive offices, the Holder shall be entitled to
receive a certificate or certificates for the Shares so purchased.

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         3.       DELIVERY OF STOCK CERTIFICATES. As soon as practicable, but
not exceeding 10 days, after complete or partial exercise of this Warrant, the
Company, at its expense, shall cause to be issued in the name of the Holder (or
upon payment by the Holder of any applicable transfer taxes, the Holder's
assigns) a certificate or certificates for the number of fully paid and
non-assessable Shares to which the Holder shall be entitled upon such exercise,
together with such other stock or securities or property or combination thereof
to which the Holder shall be entitled upon such exercise, determined in
accordance with Section 5 hereof.

         4.       RECORD DATE OF TRANSFER OF SHARES. Irrespective of the date of
issuance and delivery of certificates for any stock or securities issuable upon
the exercise of this Warrant, each person (including a corporation or
partnership) in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which (i) a duly executed Subscription Form containing notice of
exercise of this Warrant, (ii) payment of the Purchase Price and (iii) the
opinion or certificate required by Section 6(a)(iii) of this Warrant is received
by the Company.

         5.       ADJUSTMENTS. After each adjustment of the Purchase Price
pursuant to this Section 5, the number of shares of Common Stock purchasable on
the exercise of the Warrant shall be the number derived by dividing such
adjusted pertinent Purchase Price by the original pertinent Purchase Price. The
pertinent Purchase Price shall be subject to adjustment as follows:

         (a       In the event, prior to the expiration of the warrant by
exercise or by its terms, the Company shall issue any shares of its Common Stock
as a share dividend or shall subdivide the number of outstanding shares of
Common Stock into a greater number of shares, then, in either of such events,
the Purchase Price per share of Common Stock purchasable pursuant to the warrant
in effect at the time of such action shall be reduced proportionately and the
number of shares purchasable pursuant to the Warrant shall be increased
proportionately. Conversely, in the event the Company shall reduce the number of
shares of its outstanding Common Stock by combining such shares into a smaller
number of shares, then, in such event, the Purchase Price per share purchasable
pursuant to the Warrant in effect at the time of such action shall be increased
proportionately and the number of shares of Common Stock at that time
purchasable pursuant to the Warrant shall be decreased proportionately. Any
dividend paid or distributed on the Common Stock in shares of any other class of
the Company or securities convertible in to shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable on the conversion thereof.

         (b       In the event the Company, at any time while the Warrant shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as part of
the terms of any such sale, dissolution, liquidation or winding up such that the
holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each
share of Common Stock of the Company which he would have been entitled to
receive, the same kind and amount of any share, securities, or assets as may be
issuable, distributable or payable on any such sale, dissolution, liquidation or
winding up with respect to each share of Common Stock of the Company; provided,
however, that in the event of any such sale, dissolution, liquidation or winding
up, the right to exercise this Warrant shall

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terminate on a date fixed by the Company, such date to be not earlier than
5:00 p.m., Company Time, on the 30th day next succeeding the date on which
notice of such termination of the right to exercise the Warrant has been
given by mail to the holders thereof at such addresses as may appear on the
books of the Company.

         (c    (1     If, at any time, the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Purchase Price in effect immediately prior to the issuance of such
Additional Stock, the Purchase Price in effect immediately prior to each such
issuance shall forthwith (except as otherwise provided in this Section 5) be
adjusted to a price per share determined by multiplying such Purchase Price then
in effect by a fraction (x) the numerator of which shall be the number of shares
of the Company Common Stock outstanding (or deemed to be outstanding)
immediately prior to such issuance or sale plus the number of shares of Common
Stock that the aggregate consideration received by the Company for the total
number of shares of Additional Stock so issued or sold (or deemed issued or
sold) would purchase at the Purchase Price immediately prior to such issuance or
sale, and (y) the denominator of which shall be the number of shares of Common
Stock outstanding (or deemed to be outstanding) immediately prior to such
issuance or sale plus the number of shares of such Additional Stock so issued or
sold (or deemed issued or sold).

         (2       In the case of the issuance of Additional Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts, commissions or other expenses allowed, paid
or incurred by the Company for any underwriting or otherwise in connection with
the issuance and sale thereof.

         (3       In the case of the issuance of Additional Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined in good faith by
the Board of Directors of the Company irrespective of any accounting treatment.

         (4       In the case of the issuance of options or warrants to purchase
or rights to subscribe for Common Stock, securities by their terms convertible
into or exchangeable for Common Stock or options or warrants to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for all purposes of this Section 5:

                  (i       The aggregate maximum number of shares of Common
         Stock deliverable upon exercise (assuming the satisfaction of any
         conditions to exercisability, including without limitation, the passage
         of time, but without taking into account potential antidilution
         adjustments) of such options or warrants to purchase or rights to
         subscribe for Common Stock shall be deemed to have been issued at the
         time such options, warrants or rights were issued and for a
         consideration equal to the consideration (determined in the manner
         provided in Section 5(c)(2) and (3)), if any, received by the Company
         upon the issuance of such options, warrants or rights plus the minimum
         exercise price provided in such options, warrants or rights (without
         taking into account potential antidilution adjustments) for the Common
         Stock covered thereby.

                  (ii      The aggregate maximum number of shares of Common
         Stock deliverable upon conversion of or in exchange (assuming the
         satisfaction of any conditions to convertibility or

                                       A-4

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         exchangeability, including, without limitation, the passage of time,
         but without taking into account potential antidilution adjustments)
         for any such convertible or exchangeable securities or upon the
         exercise of options or warrants to purchase or rights to subscribe for
         such convertible or exchangeable securities and subsequent conversion
         or exchange thereof shall be deemed to have been issued at the time
         such securities were issued or such options, warrants or rights were
         issued and for a consideration equal to the consideration, if any,
         received by the Company for any such securities and related options,
         warrants or rights (excluding any cash received on account of accrued
         interest or accrued dividends), plus the minimum additional
         consideration, if any, to be received by the Company (without taking
         into account potential antidilution adjustments) upon the conversion
         or exchange of such securities or the exercise of any related options,
         warrants or rights (the consideration in each case to be determined in
         the manner provided in Section 5(c)(2) and (3)).

                  (iii     In the event of any change in the number of shares of
         Common Stock deliverable or in the consideration payable to the Company
         upon exercise of such options, warrants or rights or upon conversion of
         or in exchange for such convertible or exchangeable securities,
         including, but not limited to, a change resulting from the antidilution
         provisions thereof, the Purchase Price, to the extent in any way
         affected by or computed using such options, warrants, rights or
         securities, shall be recomputed to reflect such change, but no further
         adjustment shall be made for the actual issuance of Common Stock or any
         payment of such consideration upon the exercise of any such options,
         warrants or rights or the conversion or exchange of such securities.

                  (iv      Upon the expiration of any such options, warrants or
         rights, the termination of any such rights to convert or exchange or
         the expiration of any options, warrants or rights related to such
         convertible or exchangeable securities, the Purchase Price, to the
         extent in any way affected by or computed using such options, warrants,
         rights or securities or options, warrants or rights related to such
         securities, shall be recomputed to reflect the issuance of only the
         number of shares of Common Stock (and convertible or exchangeable
         securities which remain in effect) actually issued upon the exercise of
         such options, warrants or rights, upon the Target or exchange of such
         securities or upon the exercise of the options, warrants or rights
         related to such securities.

         (5       "ADDITIONAL STOCK" shall mean any shares of Common Stock
issued (or deemed to have been issued pursuant to Section 5(c)(4)) by the
Company other than shares excluded from the definition of "New Securities" under
Section 7(e)(iii) of the Agreement.

         (d       Notwithstanding the provisions of this Section 3, no
adjustment of the Purchase Price shall be made whereby such Price is adjusted in
an amount less than $.0001 or until the aggregate of such adjustments shall
equal or exceed $.0001.

         (e       In the event, prior to the expiration of the Warrant by
exercise or by its terms, the Company shall determine to take a record of the
holders of its Common Stock for the purpose of determining shareholders entitled
to receive any share dividend or other right which will cause any change or
adjustment in the number, amount, price or nature of the shares of Common Stock
or other securities or assets deliverable on exercise of the Warrant pursuant to
the foregoing provisions, the

                                       A-5

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Company shall give to the Registered Holder of the Warrant at the address as
may appear on the books of the Company at least 15 days' prior written notice
to the effect that it intends to take such a record. Such notice shall
specify the date as of which such record is to be taken; the purpose for
which such record is to be taken; and the number, amount, price and nature of
the Common Shares or other shares, securities or assets which will be
deliverable on exercise of the Warrant after the action for which such record
will be taken has been completed. Without limiting the obligation of the
Company to provide notice to the Registered Holder of the Warrant of any
corporate action hereunder, the failure of the Company to give notice shall
not invalidate such corporate action of the Company.

         (f       Before taking any action which would cause an adjustment
reducing the Purchase Price below the then par value of the shares of Common
Stock issuable upon exercise of the Warrant, the Company will take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of
such Common Stock at such adjusted Purchase Price.

         (g       Upon any adjustment of the Purchase Price required to be made
pursuant to this Section 5, the Company within 30 days thereafter shall cause to
be mailed to each of the Registered Holder of the Warrant written notice of such
adjustment setting forth the pertinent Purchase Price after such adjustment and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

         (h       The Company's Board of Directors may, at their sole
discretion, reduce the Purchase Price of the Warrant in effect at any time
either for the life of the Warrant or any shorter period of time determined by
the Company's Board of Directors. The Company shall promptly notify the
Registered Holders of any such reductions in the Purchase Price.

         5A.      ADJUSTMENTS IN PER SHARE PURCHASE PRICE SUBSEQUENT TO
EXERCISE. If the Per Share Purchase Price is adjusted pursuant to Section
1(b)(ii) of the Agreement at any time after the full or partial exercise of the
Warrant, then the Company shall thereupon issue to the Holder a number of
additional shares of Common Stock deemed to have a value (based on the Per Share
Purchase Price as adjusted pursuant to Section 1(b)(ii) of the Agreement) equal
to the aggregate reduction in the Purchase Price of the portion of the Warrant
that had been exercised had the Purchase Price been so adjusted immediately
prior to such exercise.

         6.       RESTRICTION ON TRANSFER.

         (a)      The Holder, by its acceptance hereof, represents, warrants,
                  covenants and agrees that:

                  (i)      the Holder has knowledge of the business and affairs
         of the Company;

                  (ii)     this Warrant and the Shares issuable upon the
         exercise of this Warrant are being acquired for investment and not with
         a view to the distribution hereof and that absent an effective
         registration statement under the Securities Act of 1933, as amended
         (the "SECURITIES ACT"), covering the disposition of this Warrant or the
         Shares issued or issuable upon exercise of this Warrant, they will not
         be sold, transferred, assigned, hypothecated or

                                       A-6

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         otherwise disposed of without first providing the Company with an
         opinion of counsel which may be counsel for the Company) or other
         evidence, reasonably acceptable to the Company, to the effect that
         such sale, transfer, assignment, hypothecation or other disposal will
         be exempt from the registration and prospectus delivery requirements
         of the Securities Act and the registration or qualification
         requirements of any applicable state or foreign securities laws; and

                  (iii)    the Holder consents to the making of a notation in
         the Company's records or giving to any transfer agent of the Warrant or
         the Shares an order to implement such restrictions on transferability
         described in subparagraph (ii) above.

                  (iv)     This Warrant (and any successor or replacement
         warrant) shall bear the certificate shown on the front page hereof and
         the Shares issuable upon the exercise of this Warrant shall bear the
         following legend or a legend of similar import, provided, however, that
         such legend shall be removed, or not placed upon the Warrant or the
         certificate or other instrument representing the Shares, as the case
         may be, if such legend is no longer necessary to assure compliance with
         the Securities Act:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 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 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 AND OTHER APPLICABLE STATE LAWS AND RULES.

         7.       PAYMENT OF TAXES. All Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and non-assessable and the Company
shall pay all taxes and other governmental charges (other than income tax) that
may be imposed in respect of the issue or delivery thereof. The Company shall
not be required however, to pay any tax or other charge imposed in connection
with any transfer involved in the issue of any certificate for Shares in any
name other than that of the Holder surrendered in connection with the purchase
of such Shares, and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no tax or other charge
is due.

         8.       RESERVATION OF COMMON STOCK. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of issuance upon the exercise of this Warrant,
such number of shares of Common Stock as shall be issuable upon the exercise
hereof. The Company covenants and agrees that, upon exercise of this Warrant and
payment of the Purchase Price thereof, all Shares of Common Stock issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable.

         9.       NOTICES. Nothing contained in this Warrant shall be construed
as conferring upon the Holder hereof the right to vote or to consent or to
receive notice as a shareholder in respect of any

                                       A-7

<PAGE>

meetings of shareholders for the election of directors or any other matter or
as having any rights whatsoever as a shareholder of the Company. All notices,
requests, consents and other communication hereunder shall be in writing and
shall be deemed to have been duly made when delivered or mailed by registered
or certified mail, postage prepaid, return receipt requested:

         (a)      If to the Holder, to the address of such Holder as shown on
the books of the Company; or

         (b)      If to the Company, to its principal executive officers.

         10.      REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Warrant and (in case of loss, theft or destruction) upon
delivery of an indemnity agreement in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of the
mutilated Warrant, the Company will execute and deliver in lieu thereof, a new
Warrant of like tenor.

         11.      SUCCESSORS. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.

         12.      CHANGE; WAIVER. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

         13.      HEADINGS. The section headings in this Warrant are inserted
for purposes of convenience only and shall have no substantive effect.

         14.      LAW GOVERNING. This Warrant shall for all purposes be
construed and enforced in accordance with, and governed by, the internal laws of
the State of California.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and this Warrant to be dated as of the date first
written above.

                               ESOFT, INC.



                               By: /s/ Jeffrey Finn
                                   -------------------------------------
                                   Jeffrey Finn
                                   President and Chief Executive Officer


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                                                           EXHIBIT I TO WARRANT

                                SUBSCRIPTION FORM

                    (To be Executed by the Registered Holder
                     if it Desires to Exercise the Warrant)


To ESOFT, INC.:


         The undersigned hereby irrevocably elects to exercise the right to
purchase _____________ of the Shares covered by this warrant according to the
conditions hereof and herewith makes payment of the Purchase Price in full.

         The undersigned hereby represents that the undersigned is an accredited
investor, as defined in Regulation D under the Securities Act of 1933.

         The undersigned requests that certificates for such shares be issued in
the name of:



                                          -----------------------------------
                                             PLEASE INSERT SOCIAL SECURITY OR
                                                    TAX IDENTIFICATION NUMBER



-------------------------------------
(Please print name and address)


-------------------------------------


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Dated:                     Signature:
      -------------------            -------------------------



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