<PAGE>

                                                                   EXHIBIT 10.12

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.




                              COLLEGECLUB.COM, INC.
                    SERIES C PREFERRED STOCK PURCHASE WARRANT


         THIS CERTIFIES THAT, for value received, _______________ ("Holder") is
entitled to purchase ________________ (____) shares of Series C Preferred Stock
of COLLEGECLUB.COM, INC., a Delaware corporation (the "Company"), at the Warrant
Price (as defined in subsection 1(h) below), subject to adjustments and all
other terms and conditions set forth in this Warrant.

         1. DEFINITIONS. As used herein, the following terms, unless the context
otherwise requires, shall have the following meanings:

                  (a) "Act" shall mean the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  (b) "Certificate of Amendment" shall mean the Company's
Certificate of Amendment to Certificate of Designations, Preferences and Rights
substantially in the form attached as EXHIBIT A to this Warrant.

                  (b) "Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the Act.

                  (c) "Company" shall mean COLLEGECLUB.COM, INC., a Delaware
corporation, and any corporation which shall succeed to or assume the
obligations of COLLEGECLUB.COM, INC., under this Warrant.

                  (d) "Date of Grant" shall mean ______________.


<PAGE>

                  (e) "Exercise Date" shall mean the effective date of the
delivery of the Notice of Exercise pursuant to Sections 3 and 10 below.

                  (f) "Holder" shall mean Holder or any other person or entity
who shall at the time be the registered holder of this Warrant.

                  (g) "Series C Preferred Stock" shall mean shares of the
Company's Series C Preferred Stock to be authorized after the Date of Grant upon
the filing by the Company of the Certificate of Amendment.

                  (h) "Warrant Price" shall mean $3.46 per share.

                  (i) "Warrant Shares" shall mean shares of the Company's Series
C Preferred Stock, as described in the Company's Certificate of Amendment;
provided, however, in the event of the automatic conversion after the Date of
Grant of the Company's then outstanding Series C Preferred Stock into Common
Stock pursuant to the provisions of Section 5(b) of the Certificate of
Amendment, then, effective upon such conversion, "Warrant Shares" shall
thereafter mean shares of the Company's Common Stock.

         2. TERM. The purchase right represented by this Warrant is exercisable
during the period commencing upon the Company's filing of the Certificate of
Amendment with the Delaware Secretary of State and ending on the earlier of (a)
the closing date of the acquisition or merger of the Company by or with another
entity provided that, after such transaction, the stockholders of the Company
before the transaction own less than 50% of the voting stock of the acquiring
entity, or (b) ________________.

         3. EXERCISE OF WARRANT.

                  (a) EXERCISE. This Warrant may be exercised, in whole or in
part, by the Holder hereof by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by the Holder, to the Company at
its principal office, accompanied by payment of the Warrant Price in cash or by
certified or official bank check payable to the order of the Company.

                  (b) RIGHT TO CONVERT WARRANT. Notwithstanding the payment
provisions of subsection 3(a) hereof;

                           (i) The Holder shall have the right (the "Conversion
Right") to require the Company to convert this Warrant, in whole or in part, at
any time into Warrant Shares as provided for in this subsection (b). At the sole
option of the Holder, upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any Warrant Price) that
number of Warrant Shares equal to the quotient obtained by dividing (x) the
value of the Warrant at the time the Conversion Right is exercised (determined
by subtracting the aggregate Warrant Price for the number of Warrant Shares then
issuable upon exercise of this Warrant in effect immediately prior to the
exercise of the Conversion Right from the aggregate Fair Market Value (as
defined below) of such number of Warrant Shares immediately prior to


                                       2
<PAGE>

the exercise of the Conversion Right) by (y) the Fair Market Value of one
Warrant Share immediately prior to the exercise of the Conversion Right.

                           (ii) The Conversion Right may be exercised by the
Holder, at any time, or from time to time, on any business day by delivering a
written notice (the "Conversion Notice") to the Company exercising the
Conversion Right and specifying (i) the total number of Warrant Shares the
Holder will purchase pursuant to such conversion and (ii) a place and date not
less than one nor more than 20 business days from the date of the Conversion
Notice for the closing of such purchase.

                           (iii) Fair Market Value of a Warrant Share as of a
particular date (the "Determination Date") shall mean:

                                    (1) If the Company's Warrant Shares are
traded on an exchange or are quoted on the Nasdaq National Market, then the
closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

                                    (2) If the Company's Warrant Shares are not
traded on an exchange or on the Nasdaq National Market but are traded in the
over-the-counter market, then the mean of the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.

                                    (3) If the Company's Warrant Shares are not
publicly traded, then as determined in good faith by the Company's Board of
Directors upon review of relevant factors.

                           (c) DELIVERY OF CERTIFICATE. In the event of any
exercise of the purchase right represented by this Warrant, certificates for the
Warrant Shares so purchased shall be delivered to the Holder within thirty (30)
days of delivery of the notice of exercise (the "Notice of Exercise") in the
form of EXHIBIT B attached hereto and, unless this Warrant has been fully
exercised or has expired, a new warrant representing the portion of the Warrant
Shares with respect to which this Warrant shall not then have been exercised
shall also be issued to the Holder within such thirty (30) day period.

                           (d) NO FRACTIONAL SHARES. No fractional shares shall
be issued in connection with any exercise hereunder, but in lieu of such
fractional shares the Company shall make a cash payment therefor upon the basis
of the Fair Market Value of a Warrant Share as of the Exercise Date.

                           (e) COMPANY'S REPRESENTATIONS.

                                    (i) All Warrant Shares which may be issued
upon the exercise of the purchase right represented by this Warrant shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws. During the
period within which the purchase right represented by this Warrant may be
exercised,


                                       3
<PAGE>

the Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of the purchase right represented by this Warrant, a
sufficient number of Warrant Shares to provide for the exercise of the purchase
right represented by this Warrant;

                                    (ii) This Warrant has been duly authorized
and executed by the Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting the enforcement of creditors' rights;

                                    (iii) The execution and delivery of this
Warrant are not, and the issuance of the Warrant Shares upon exercise of this
Warrant in accordance with the terms hereof will not be inconsistent with the
Company's Certificate of Incorporation or Bylaws, do not and will not contravene
any law, governmental rule or regulation, judgment or order applicable to the
Company, and do not and will not conflict with or contravene any provision of,
or constitute a material default under, any material indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by, any
federal, state or local government authority or agency (other than such
consents, approvals, notices, actions, filings, etc., as have already been
obtained or made, as the case may be).

         4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number
of Warrant Shares issuable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:

                  (a) ADJUSTMENT FOR DIVIDENDS IN STOCK. In case at any time or
from time to time the holders of Warrant Shares of the Company (or any shares of
stock or other securities at the time receivable upon the exercise of this
Warrant) shall have received or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock of the Company by way of
dividend then, and in each case, the Holder of this Warrant shall, upon the
exercise hereof, be entitled to receive, in addition to the number of Warrant
Shares receivable thereupon, and without payment of any additional consideration
therefor, the amount of such other or additional stock of the Company which such
Holder would hold on the date of such exercise had it been the holder of record
of Warrant Shares on the date hereof and had thereafter, during the period from
the date hereof to and including the date of such exercise, retained such shares
and/or all other additional stock receivable by it as aforesaid during such
period, giving effect to all adjustments called for during such period by
subparagraphs (b) and (c) of this Paragraph 4.

                  (b) ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION. In case
of any reclassification or change of the outstanding Warrant Shares of the
Company or of any reorganization of the Company, then and in each such case the
Holder of this Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change, or reorganization, shall be
entitled to receive, in lieu of or in addition to the stock or other securities
and property receivable upon the exercise hereof prior to such consummation, the
stock or other securities to which such Holder would have been entitled upon
such consummation if such


                                       4
<PAGE>

Holder had exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided in subparagraphs (a) and (c); in each such case,
the terms of this Paragraph 4 shall be applicable to the shares of stock or
other securities and property receivable upon the exercise of this Warrant after
such consummation.

                  (c) STOCK SPLITS AND REVERSE STOCK SPLITS. If the Company
shall subdivide its outstanding Warrant Shares into a greater number of shares,
the Warrant Price in effect immediately prior to such subdivision shall thereby
be proportionately reduced and the number of Warrant Shares receivable upon
exercise of this Warrant shall thereby be proportionately increased; and,
conversely, if the outstanding number of Warrant Shares shall be combined into a
smaller number of shares, the Warrant Price in effect immediately prior to such
combination shall thereby be proportionately increased and the number of Warrant
Shares receivable upon exercise of the Warrant shall be proportionately
decreased.

         5. NOTICES OF RECORD DATE, ETC. In the event of (a) any taking by the
Company 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 (the "Distribution"), (b) any capital reorganization or
reclassification of the stated capital of the Company or any consolidation or
merger of the Company with any other corporation or corporations (other than a
wholly-owned subsidiary), or the sale or distribution of all or substantially
all of the Company's property and assets (the "Reorganization Event"), or (c)
any proposed filing of a registration statement under the Act in connection with
a primary public offering of the Company's Common Stock (the "Registration
Event"), the Company will mail or cause to be mailed to the Holder a notice
specifying (i) the date of any such Distribution stating the amount and
character of such Distribution, (ii) the date on which any such Reorganization
Event or Registration Event is expected to become effective, and (iii) the time,
if any, that is to be fixed as to when the holders of record of the Company's
securities shall be entitled to exchange their shares of the Company's
securities for securities or other property deliverable upon such Reorganization
Event. Such notice shall be mailed at least thirty (30) days prior to the date
therein specified.

         6. COMPLIANCE WITH ACT; TRANSFERABILITY AND NEGOTIABILITY OF WARRANT;
DISPOSITION OF SHARES.

                  (a) COMPLIANCE WITH ACT. The Holder, by acceptance hereof,
agrees that this Warrant and the Warrant Shares to be issued upon the exercise
hereof are being acquired solely for its own account and not as a nominee for
any other party and not with a view toward the resale or distribution thereof
and that it will not offer, sell or otherwise dispose of this Warrant or any
Warrant Shares to be issued upon the exercise hereof except under circumstances
which will not result in a violation of the Act. Upon the exercise of this
Warrant, the Holder shall confirm in writing, in a form satisfactory to the
Company, that the Warrant Shares so issued are being acquired solely for its own
account and not as a nominee for any other party and not with a view toward
resale or distribution thereof in violation of the Act. This Warrant and the
Warrant Shares to be issued upon the exercise hereof (unless registered under
the Act and unless, in the case of the Warrant Shares, such Shares may thereupon
be sold pursuant to Commission Rule 144(k)) shall be imprinted with a legend in
substantially the following form:


                                       5
<PAGE>

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
                  SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
                  SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER
                  THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
                  HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE
                  COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
                  HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
                  DELIVERY REQUIREMENTS OF SUCH ACT.

         In addition, this Warrant and the Warrant Shares to be issued upon the
exercise hereof shall bear any legends required by the securities laws of any
applicable states.

                  (b) TRANSFERABILITY AND NEGOTIABILITY OF WARRANT. This Warrant
may not be transferred or assigned in whole or in part without compliance with
all applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if requested by the
Company and the transfer is to a person other than a general partner of the
initial Holder). Subject to the provisions of this Warrant with respect to
compliance with the Act, title to this Warrant may be transferred by endorsement
and delivery in the same manner as a negotiable instrument transferable by
endorsement and delivery. The Company shall act promptly to record transfers of
this Warrant on its books, but the Company may treat the registered holder of
this Warrant as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.

                  (c) DISPOSITION OF WARRANT SHARES. With respect to any offer,
sale, transfer or other disposition of any Warrant Shares acquired pursuant to
the exercise of this Warrant prior to registration of such Warrant Shares,
except for any such offer, sale, transfer or other disposition of Warrant Shares
to a partner of the initial Holder, the Holder and each subsequent holder of
this Warrant agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of legal
counsel for such holder, reasonably satisfactory to the Company and its legal
counsel, if requested by the Company, to the effect that such offer, sale or
other disposition may be effected without registration or qualification (under
the Act or any other federal or state securities laws) of such Warrant Shares
and indicating whether or not under the Act, certificates for such Warrant
Shares to be sold or otherwise disposed of require any restrictive legend as to
the applicable restrictions on transferability in order to ensure compliance
with the Act. Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company, as promptly as practicable,
shall notify such holder that such holder may sell or otherwise dispose of such
Warrant Shares, all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this subsection (c) that
the opinion of legal counsel for the holder is not reasonably satisfactory to
the Company and its legal counsel, the Company shall so notify the


                                       6
<PAGE>

holder promptly after such determination has been made. Notwithstanding the
foregoing, such Warrant Shares may be offered, sold or otherwise disposed of in
accordance with Rule 144, provided that the Company shall have been furnished
with such information as the Company may reasonably request to provide a
reasonable assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant Shares thus transferred (except a transfer
pursuant to Rule 144(k) or an effective registration statement) shall bear a
restrictive legend as to the applicable restrictions on transferability in order
to ensure compliance with the Act, unless in the aforesaid opinion of legal
counsel for the holder, such legend is not required in order to ensure
compliance with the Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

         7. RIGHTS OF STOCKHOLDERS. No Holder shall be entitled to vote or
receive dividends or be deemed the holder of Warrant Shares or any other
securities of the Company which may at any time be issuable on the exercise of
this Warrant for any purpose, nor shall anything contained herein be construed
to confer upon the Holder, as such, any of the rights of a stockholder of the
Company 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, issuance of stock,
reclassification of stock, consolidation, merger, transfer of assets or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until this Warrant shall have been exercised
and the Warrant Shares issuable upon exercise hereof shall have become
deliverable, as provided herein.

         8. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.

         9. EXCHANGE OF WARRANT. Subject to the other provisions of this
Warrant, on surrender of this Warrant for exchange, properly endorsed and
subject to the provisions of this Warrant with respect to compliance with the
Act, the Company at its expense shall issue to or on the order of the Holder a
new warrant or warrants of like tenor, in the name of the Holder or as the
Holder (on payment by the Holder of any applicable transfer taxes) may direct,
for the number of Warrant Shares issuable upon exercise thereof.

         10. NOTICES. All notices and other communications from the Company to
the Holder, or vice versa, shall be deemed delivered and effective when given
personally or three days after being mailed by first-class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company or the Holder, as the case may be, in writing by the Company or such
Holder from time to time.

         11. WAIVER. 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.


                                       7
<PAGE>

         12. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, as such laws are applied to
agreements entered into in California and to be performed solely by California
residents.

         13. TITLES AND SUBTITLES; FORMS OF PRONOUNS. The titles of the Sections
and Subsections of this Warrant are for convenience only and are not to be
considered in construing this Warrant. All pronouns used in this Warrant shall
be deemed to include masculine, feminine and neuter forms.

         14. EXPIRATION. Subject to the provisions of Section 2 above, the right
to exercise this Warrant shall expire at 5:00 P.M. California time, on
__________________.

Dated:__________________

                              COLLEGECLUB.COM, INC.


                              By:_____________________________________________
                                 Eric D. Rindahl, Chief Financial Officer


                                       8
<PAGE>

                                    EXHIBIT A

 Certificate of Amendment to Certificate of Designations, Preferences and Rights



Filed as Exhibit 3.2 to this Registration Statement


<PAGE>

                                    EXHIBIT B

                               NOTICE OF EXERCISE
                   (To be signed only on exercise of Warrant)


TO:      COLLEGECLUB.COM, INC.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, shares of
______ Stock of CollegeClub.com, Inc. and herewith makes payment of
$_______________ therefor (either in cash or in cancellation of fees due for
legal services rendered or in accordance with the cashless exercise provisions
of Section 3(b)) and requests that 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)


                                   By:________________________________________

                                   Name:______________________________________

                                   Title:_____________________________________

                                   ____________________________________________
                                   (Address)


                                   ____________________________________________


<PAGE>

                                    SCHEDULE

<TABLE>
<CAPTION>

                                                                NUMBER OF
               WARRANTHOLDER                       DATE           SHARES                TERM                  EXPIRATION
               -------------                       ----         ---------               ----                  ----------
<S>                                              <C>            <C>                <C>                     <C>
Convergence Entrepreneurs Fund I, L.P.           10/28/99              554          October 28, 2004        October 28, 2004

Convergence Entrepreneurs Fund I, L.P.           10/28/99              313          October 28, 2004        October 28, 2004

Convergence Ventures I, L.P.                     10/28/99           21,676          October 28, 2004        October 28, 2004

Deutsch Bank Securities                          10/28/99          313,215          October 28, 2004        October 28, 2004

Seligman Communications and Information Fund     10/28/99           14,415          October 28, 2004        October 28, 2004

Seligman Investment Opportunities Fund-NTV       10/28/99           19,725          October 28, 2004        October 28, 2004
Portfolio

Seligman New Technologies                        10/28/99           74,241          October 28, 2004        October 28, 2004

Sony Corp. of America                            10/28/99           14,451          October 28, 2004        October 28, 2004

Geneva                                           11/12/99            1,445         November 12, 2004       November 12, 2004

ViVentures                                       11/17/99            4,335         November 17, 2004       November 12, 2004
</TABLE>