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                                                                   EXHIBIT 10.4

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.

                                COLLEGE CLUB.COM
                          COMMON STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, Heidrick & Struggles, Inc.
("Holder") is entitled to purchase twenty thousand (20,000) shares of Common
Stock ("Warrant Shares") of COLLEGE CLUB.COM, a California corporation (the
"Company"), at the Warrant Price (as defined in subsection l(i) below) of
sixty-six cents ($0.66), 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)     "Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the Act.

                  (c)     "Common Stock" shall mean shares of the Company's
presently or subsequently authorized Common Stock, and any stock into which such
Common Stock may hereafter be exchanged.

                  (d)     "Company" shall mean COLLEGE CLUB.COM, a California
corporation, and any corporation which shall succeed to or assume the
obligations of COLLEGE CLUB.COM under this Warrant.

                  (e)     "Date of Grant" shall mean April 13, 1999.

                  (f)     "Exercise Date" shall mean the effective date of the
delivery of the Notice of Exercise pursuant to Sections 4 and 11 below.

                  (g)     "Holder" shall mean Heidrick & Struggles, Inc. or any
other person or entity who shall at the time be the registered holder of this
Warrant.



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                  (h)     "Shares" shall mean shares of the Company's Common
Stock, as described in the Company's Articles of Incorporation.

                  (i)     "Warrant Price" shall mean $0.66 per share.

         2.        ISSUANCE OF WARRANT AND CONSIDERATION THEREFOR. This Warrant
is issued in consideration of Holder's assistance with the Company's search for
a President of Company.

         3.        TERM. The purchase right represented by this Warrant is
exercisable only during the period commencing upon the date hereof and ending on
April 13, 2006.

         4.       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, (i) in cash or by certified or
official bank check payable to the order of the Company, or (ii) in cancellation
of fees due Holder from the Company for legal services rendered, in the amount
obtained by multiplying the number of Warrant Shares for which this Warrant is
being exercised by the Warrant Price then in effect.

                  (b)      RIGHT TO CONVERT WARRANT.  Notwithstanding the
payment provisions of subsection 4(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 shares of Common Stock 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 shares of Common Stock 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 the exercise of the Conversion Right) by (y) the
Fair Market Value of one share of Common Stock 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 share of Common
Stock as of a particular date (the "Determination Date") shall mean:


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                                    (1)     If the Company's Common Stock is
traded on an exchange or is 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 Common Stock is not
traded on an exchange or on the Nasdaq National Market but is 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 Common Stock is not
publicly traded, then as determined in good faith by the Company's Board of
Directors upon review of relevant factors.

                                    (4)     If the Determination Date is the
date on which the Company's Common Stock is first sold to the public by the
Company in a firm commitment public offering under the Act, then the initial
public offering price (before deducting commissions, discounts or expenses) at
which the Common Stock is sold in such offering.

                           (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 A 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 share of Common Stock 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, 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


                                       3
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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
Charter 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).

         5.        ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The
number of securities 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 the Common Stock 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 5.

                  (b)     ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION.
In case of any reclassification or change of the outstanding securities 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, chance, 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 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 5 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. If the Company shall
subdivide its outstanding shares of Common Stock into a greater number of
shares, the Warrant Price in effect


                                       4
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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 shares of Common Stock 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.

         6.        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.

         7.        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:

                  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



                                       5
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                  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; provided, however, that
prior to the Company's initial public offering neither this Warrant nor the
Warrant Shares purchasable with this Warrant may be transferred to any entity or
person which the Company reasonably determines to be an actual competitor of the
Company. 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 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


                                       6
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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.

         8.        RIGHTS OF SHAREHOLDERS. 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 shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders 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.

         9.        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.

         10.       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 Shares issuable upon exercise thereof.

         11.       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.

         12.       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.


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         13.       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.

         14.       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.

         15.       EXPIRATION. Subject to the provisions of Section 3 above, the
right to exercise this Warrant shall expire at 5:00 P.M. California time, on
April 1 2006.

Dated:  April 13, 1999

                                      COLLEGE CLUB.COM

                                      By:               /s/ Eric D. Rindahl
                                           ------------------------------------
                                           Eric Rindahl, Chief Financial Officer


                                       8
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                                    EXHIBIT A

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

TO:      COLLEGE CLUB.COM

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, shares of
Common Stock of COLLEGE CLUB.COM 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 4(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)


                                      __________________________________________

                                      __________________________________________
                                                                     (Address)