<PAGE>

                                                                 EXHIBIT 10.13

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.

                              COMMON STOCK WARRANT
                                       OF
                              PARTICIPATE.COM, INC.

MARCH 28, 2000                                                    525,000 SHARES

                  THIS CERTIFIES THAT, for value received, the sufficiency of
which is hereby acknowledged, DIAMOND TECHNOLOGY PARTNERS INCORPORATED, a
Delaware corporation (the "Warrantholder"), is entitled, on the terms and
subject to conditions set forth below, to subscribe for and purchase from
Participate.com, Inc., a Delaware corporation (the "Company"), 525,000 fully
paid and non-assessable shares of Common Stock (the "Warrant Shares") at the
Warrant Price (as defined below).

                  This Warrant is subject to the following terms and conditions:

         1.       CERTAIN DEFINITIONS.  As used herein, the following terms
shall have the following meanings:

                  (a) "Acquisition Transaction" means (i) the sale, lease or
other transfer, in one or a series of transaction, of all or substantially all
of the Company's assets to any person or group (as such term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (a "Group")
or (ii) the consummation of any transaction or series of transactions, the
result of which is that any person or Group (other than the stockholders of the
Company immediately prior to such transaction or series of transactions or their
Related Parties) beneficially owns, directly or indirectly, 50% or more of the
voting power of the voting stock of the Company, provided, however, that
transfers of assets of the Company to any direct or indirect wholly owned
subsidiary shall not constitute an Acquisition Transaction (subject to Section 6
below).

                  (b) "Common Stock" means the common stock, par value $.001 per
share, of the Company.

                  (c) "IPO" means a bona fide firm commitment public offering of
shares of capital stock of the Company pursuant to a registration statement
filed under the Securities Act of 1933, as amended, and declared effective by
the Securities and Exchange Commission.


<PAGE>

                  (d) "Market Price" means: (i) if this Warrant becomes
exercisable by reason of an IPO, the price per share at which Common Stock is
sold in the IPO or (ii) if this Warrant becomes exercisable by reason of an
Acquisition Transaction, a price per share of Common Stock equal to the fair
market value of the Common Stock immediately prior to the closing of the
Acquisition Transaction.

                  (e) "Related Party" of any person (other than an individual)
means any parent, subsidiary or affiliate of such person or any stockholder of
or holder of partnership interests in such person. With respect to any
individual, "Related Party" means members of such individual's immediate family
and any trust, all the beneficiaries of which are such individual or members of
his immediate family.

                  (f) "Warrant Price" means the price of a share of Common Stock
in the IPO, subject to adjustment as provided in Section 4 below.

         2.       TERM OF WARRANT; VESTING.

                  (a) TERM OF WARRANT. This Warrant may be exercised, in whole
or in part, at any time after the closing of an IPO or an Acquisition
Transaction and prior to 5:00 p.m. PST, on March 28, 2003 (the "Term"). Upon the
expiration of the Term, this Warrant, to the extent not exercised, shall
terminate.

                  (b) VESTING. This Warrant shall vest according to the schedule
set forth below:

<TABLE>
<CAPTION>
                    --------------------------------------- ------------------------------------
                                 PORTION OF                    AMOUNT OF QUALIFYING REVENUE
                                WARRANT VESTED                    RECEIVED BY THE COMPANY
                    --------------------------------------- ------------------------------------
                    <S>                                     <C>
                                      0%                              $0 - $9,999,999
                    --------------------------------------- ------------------------------------
                                     40%                         $10,000,000 - $14,999,999
                    --------------------------------------- ------------------------------------
                                     60%                         $15,000,000 - $19,999,999
                    --------------------------------------- ------------------------------------
                                     80%                         $20,000,000 - $24,999,999
                    --------------------------------------- ------------------------------------
                                     100%                           $25,000,000 or more
                    --------------------------------------- ------------------------------------
</TABLE>

                  For purposes of the foregoing table, "Qualifying Revenue"
means gross revenue received by the Company and its subsidiaries during the
period from March 1, 2000 through March 31, 2002, attributable to business
relationships with customers introduced or referred to by Warrantholder or its
affiliates and excluding any customers with which the Company had prior
substantive dialog. Qualifying Revenue includes, without limitation, all revenue
received from any of those persons listed on the referral list to be prepared
and agreed to by Warrantholder and the Company within 45 days of the date hereof
and attached hereto as Exhibit A (the "Referral List"). The Referral List may be
amended and supplemented from time to time by Warrantholder, with the approval
of the Company which approval shall not be unreasonably withheld. The Company
acknowledges and agrees that the Referral List is confidential, proprietary
information of the Warrantholder, and the Company agrees to treat the Referral
List as confidential and not to solicit any of the persons listed on the
Referral List without the prior written consent of the Warrantholder.


                                       2
<PAGE>

         3.       EXERCISE OF WARRANT.

                  (a) EXERCISE PROCEDURE. This Warrant may be exercised by the
Warrantholder in whole or in part; provided, however, that this Warrant shall
not be exercised for fewer than 1,000 shares unless the unexercised portion is
less than 1,000 shares in which event it may be exercised in full). Upon
delivery of this Warrant (with the Notice of Exercise in the form attached as
ATTACHMENT A), together with payment of the Warrant Price for the Warrant Shares
thereby pursuant to Section 3(b) below, at the principal office of the Company
or at such other office or agency as the Company may designate by notice in
writing to the holder hereof, the holder of this Warrant shall be entitled to
receive a certificate or certificates for the Warrant Shares so purchased.

                  (b) EXERCISE PRICE. Upon exercise, the Warrantholder shall
either (i) deliver a check or wire transfer payable to the Company in an amount
equal to the product of the Warrant Price multiplied by the number of Warrant
Shares being purchased upon such exercise (the "EXERCISE PRICE") or (ii)
surrender to the Company a number of securities of the Company having a Market
Price equal to the Exercise Price of the Warrant Shares being purchased upon
such exercise.

                  (c) DELIVERY OF CERTIFICATES; REPLACEMENT WARRANT.
Certificates for shares of Common Stock purchased upon exercise of this
Warrant will be delivered by the Company to the Warrantholder within ten (10)
business days after the date of the Exercise Notice. Unless this Warrant has
expired or all of the purchase rights represented hereby have been exercised,
the Company will prepare a new Warrant, substantially identical hereto,
representing the rights formerly represented by this Warrant which have not
expired or been exercised and will, within such 10-day period, deliver such
new Warrant to the Warrantholder.

                  (d) EFFECTIVE TIME OF EXERCISE. The Common Stock issuable upon
the exercise of this Warrant will be deemed to have been issued to the
Warrantholder at the time the Exercise Notice and the Exercise Price have been
delivered to the Company (the "EXERCISE TIME"), and the Warrantholder will be
deemed for all purposes to have become the record holder of such Common Stock at
the Exercise Time.

                  (e) WARRANT SHARES. The issuance of certificates for shares of
Common Stock upon exercise of this Warrant will be made without charge to the
Warrantholder for any issuance tax in respect thereof or other cost incurred by
the Company in connection with such exercise and the related issuance of Warrant
Shares. Each share of Common Stock issuable upon exercise of this Warrant will,
upon payment of the Exercise Price therefor, be fully paid and nonassessable and
free from all liens and charges with respect to the issuance thereof.

                  (f) REGISTRATION OF TRANSFER. The Company will not close its
books against the transfer of this Warrant or of any share of Common Stock
issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant. The Company will from time
to time take all such action as may be necessary to assure that the par value
per share of the unissued Common Stock acquirable upon exercise of this Warrant
is at all times equal to or less than the Exercise Price then in effect.


                                       3
<PAGE>

                  (g) REQUIRED FILINGS OR APPROVALS. The Company will assist and
cooperate with the Warrantholder in the event that Warrantholder is required to
make any governmental filings or obtain any governmental approvals prior to or
in connection with any exercise of this Warrant (including, without limitation,
making any filings required to be made by the Company).

                  (h) CONDITIONAL EXERCISE. Notwithstanding any other provision
hereof, if an exercise of any portion of this Warrant is to be made in
connection with an IPO or an Acquisition Transaction, the exercise of any
portion of this Warrant may, at the election of the Warrantholder, be
conditioned upon the consummation of the IPO or an Acquisition Transaction in
which case such exercise will not be deemed to be effective until the
consummation of the IPO or an Acquisition Transaction.

                  (i) RESERVATION OF SHARES. The Company will 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 the Warrant, such
number and class of shares of Common Stock issuable upon the exercise of all
outstanding Warrants. All shares of Common Stock which are so issuable will,
when issued, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges. The Company will take all such actions as may
be necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Common
Stock may be listed (except for official notice of issuance which will be
immediately delivered by the Company upon each such issuance).

         4.       ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES.

                  The number and kind of Warrant Shares purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time in accordance with the following provisions:

                  (a) ADJUSTMENTS FOR SUBDIVISIONS, COMBINATIONS OR
CONSOLIDATION OF COMMON STOCK. In the event the outstanding shares of Common
Stock shall be subdivided by stock split, stock dividends or otherwise, into a
greater number of shares of Common Stock, the Warrant Price then in effect
shall, concurrently with the effectiveness of such subdivision, be
proportionately decreased. In the event the outstanding shares of Common Stock
shall be combined or consolidated, by reclassification or otherwise, into a
lesser number of shares of Common Stock, the Warrant Price then in effect shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

                  (b) ADJUSTMENTS FOR STOCK DIVIDENDS AND OTHER DISTRIBUTIONS.
In the event the Corporation at any time or from time to time makes, or fixes a
record date for the determination of holders of Common Stock entitled to receive
any distribution (excluding any repurchases of securities by the Corporation not
made on a pro rata basis from all holders of any class of the Corporation's
securities) payable in property or in securities of the Corporation other than
shares of Common Stock, and other than as otherwise adjusted in this Section 4,
then and in each such event provision shall be made such that the Warrantholder
shall receive at the time of such distribution, the


                                       4
<PAGE>

amount of property or the number of securities of the Corporation that the
Warrantholder would have received had it been the holder of Warrant Shares at
the time of such distribution.

                  (c) ADJUSTMENTS FOR DILUTING ISSUES. In addition to the
adjustments provided in subparagraphs (a) and (b) above, the Warrant Price shall
be subject to further adjustment from time to time as follows:

                           (i) SPECIAL DEFINITIONS. For purposes of this Section
         4(c), the following definitions shall apply:

                                    (A) "Options" shall mean rights, options or
                           warrants to subscribe for, purchase or otherwise
                           acquire either Common Stock or Convertible
                           Securities.

                                    (B) "Conversion Date" shall mean the first
                           day of the Term.

                                    (C) "Convertible Securities" shall mean
                           securities convertible into or exchangeable for
                           Common Stock.

                                    (D) "Additional Shares of Common Stock"
                           shall mean all shares of Common Stock issued (or,
                           pursuant to Section 4(c)(iii), deemed to be issued)
                           by the Company after the Conversion Date other than
                           shares of Common Stock issued (or, pursuant to
                           Section 4(c)(iii), deemed to be issued):

                                            (1) to officers, directors and
                                    employees of, and consultants to, the
                                    Company pursuant to plans and arrangements
                                    approved by the Board;

                                            (2) upon exercise of Options issued
                                    prior to the Conversion Date; or

                                            (3) upon conversion or exchange of
                                    Convertible Securities outstanding on the
                                    Conversion Date.

                                    (E) "Original Issue Date" shall mean March
                           28, 2000.

                           (ii) NO ADJUSTMENT OF WARRANT PRICE. No adjustment in
         the Warrant Price for any series of Preferred Stock shall be made in
         respect of the issuance of Additional Shares of Common Stock unless the
         consideration per share for an Additional Share of Common Stock issued
         or deemed to be issued by the Company is less than the Warrant Price in
         effect on the date of, and immediately prior to such issue.

                           (iii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON
         STOCK.

                                  (A) OPTIONS AND CONVERTIBLE SECURITIES.
                         Except as otherwise provided in Section
                         4(c)(i)(D)(1)-(3) and 4(c)(ii), in the event the
                         Company at


                                       5
<PAGE>

                         any time or from time to time after the Conversion
                         Date shall issue any Options or Convertible Securities
                         or shall fix a record date for the determination of any
                         holders of any class of securities entitled to
                         receive any such Options or Convertible Securities,
                         then the maximum number of shares (as set forth in
                         the instrument relating thereto without regard to
                         any provisions contained therein for a subsequent
                         adjustment of such number) of Common Stock issuable
                         upon the exercise of such Options or, in the case of
                         Convertible Securities and Options therefor, the
                         conversion or exchange of such Convertible
                         Securities, shall be deemed to be Additional Shares
                         of Common Stock issued as of the time of such issue
                         or, in case such a record date shall have been
                         fixed, as of the close of business on such record
                         date, provided that in any such case in which
                         additional shares of Common Stock are deemed to be
                         issued:

                                            (1) no further adjustment in the
                                    Warrant Price shall be made upon the
                                    subsequent issue of Convertible Securities
                                    or shares of Common Stock upon the exercise
                                    of such Options or conversion or exchange of
                                    such Convertible Securities;

                                            (2) if such Options or Convertible
                                    Securities by their terms provide, with the
                                    passage of time or otherwise, for any
                                    increase or decrease in the consideration
                                    payable to the Company, or increase or
                                    decrease in the number of shares of Common
                                    Stock issuable, upon the exercise,
                                    conversion or exchange thereof, the Warrant
                                    Price computed upon the original issue
                                    thereof (or upon the occurrence of a record
                                    date with respect thereto), and any
                                    subsequent adjustments based thereon, shall,
                                    upon any such increase or decrease becoming
                                    effective, be recomputed to reflect such
                                    increase or decrease insofar as it affects
                                    such Options or the rights of conversion or
                                    exchange under such Convertible Securities;

                                            (3) upon the expiration of any such
                                    Options or any rights of conversion or
                                    exchange under such Convertible Securities
                                    which shall not have been exercised, the
                                    Warrant Price computed upon the original
                                    issue thereof (or upon the occurrence of a
                                    record date with respect thereto), and any
                                    subsequent adjustments based thereon, shall,
                                    upon such expiration, be recomputed as if:

                                                     (a) in the case of
                                            Convertible Securities or Options
                                            for Common Stock, the only
                                            additional shares of Common Stock
                                            issued were shares of Common Stock,
                                            if any, actually issued upon the
                                            exercise of such Options or the
                                            conversion or exchange of such
                                            Convertible Securities, and the
                                            consideration received therefor was
                                            the consideration actually received
                                            by the Corporation for the issue of
                                            all such Options, whether or not


                                       6
<PAGE>

                                            exercised, plus the consideration
                                            actually received by the Company
                                            upon such exercise, or for the issue
                                            of all such Convertible Securities
                                            which were actually converted or
                                            exchanged, plus the additional
                                            consideration, if any, actually
                                            received by the Company upon such
                                            conversion or exchange, and

                                                     (b) in the case of Options
                                            for Convertible Securities, only the
                                            Convertible Securities, if any,
                                            actually issued upon the exercise
                                            thereof were issued at the time of
                                            issue of such Options and the
                                            consideration received by the
                                            Corporation for the Additional
                                            Shares of Common Stock deemed to
                                            have been then issued was the
                                            consideration actually received by
                                            the Company for the issue of all
                                            such Options, whether or not
                                            exercised, plus the consideration
                                            deemed to have been received by the
                                            Company upon the issue of the
                                            Convertible Securities with respect
                                            to which such Options were actually
                                            exercised;

                                            (4) no readjustment pursuant to
                                    clause (2) or (3) above shall have the
                                    effect of increasing the Warrant Price to an
                                    amount which exceeds the lower of (i) the
                                    Warrant Price on the original adjustment
                                    date, or (ii) the Warrant Price that would
                                    have resulted from any issuance of
                                    Additional Shares of Common Stock between
                                    the original adjustment date and such
                                    readjustment date; and

                                            (5) in the case of any Options which
                                    expire by their terms not more than thirty
                                    (30) days after the date of issue thereof,
                                    no adjustment of the Warrant Price shall be
                                    made until the expiration or exercise of all
                                    such Options.

                  (d) ADJUSTMENT OF WARRANT PRICE UPON ISSUANCE OF ADDITIONAL
SHARES OF COMMON STOCK. In the event the Company shall issue Additional Shares
of Common Stock (including Additional Shares of Common Stock deemed to be issued
pursuant to Section 4(c)(iii)) without consideration or for a consideration per
share less than the Warrant Price in effect on the date of, and immediately
prior to such issue, then and in such event, such Warrant Price shall be
reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying the Warrant Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such issue plus the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at the Warrant Price
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issue plus the number of such Additional
Shares of Common Stock so issued; and provided further that, for the purposes of
this Section 4(c)(iv), the number of shares of Common Stock deemed to be
outstanding as of a given date shall be the sum of (A) the number of shares of
Common Stock actually


                                       7
<PAGE>

outstanding, and (B) the number of shares of Common Stock into which the then
outstanding shares of Preferred Stock could be converted if fully converted on
the day immediately preceding the given date, and (C) the total number of shares
of Common Stock issuable upon exercise of stock options outstanding as of the
Original Issue Date.

                           (i) DETERMINATION OF CONSIDERATION. For purposes of
         this Section 4(c)(v), the consideration received by the Company for the
         issue of any Additional Shares of Common Stock shall be computed as
         follows:

                                    (A) CASH AND PROPERTY: Such consideration
                          shall:

                                            (1) insofar as it consists of cash,
                                    be computed at the aggregate amount of cash
                                    received by the Company prior to amounts
                                    paid or payable for accrued interest or
                                    accrued dividends and prior to any
                                    commissions or expenses paid by the Company;

                                            (2) insofar as it consists of
                                    property other than cash, be computed at the
                                    fair value thereof at the time of such
                                    issue, as determined in good faith by the
                                    Board of Directors; and

                                            (3) in the event Additional Shares
                                    of Common Stock are issued together with
                                    other shares or securities or other assets
                                    of the Corporation for consideration which
                                    covers both, be the proportion of such
                                    consideration so received, computed as
                                    provided in clauses (1) and (2) above, as
                                    determined in good faith by the Board of
                                    Directors.

                                    (B) OPTIONS AND CONVERTIBLE SECURITIES. The
                           consideration per share received by the Corporation
                           for Additional Shares of Common Stock deemed to have
                           been issued pursuant to Section 4(c)(iii)(A),
                           relating to Options and Convertible Securities, shall
                           be determined by dividing

                                            (1) the total amount, if any,
                                    received or receivable by the Company as
                                    consideration for the issue of such Options
                                    or Convertible Securities, plus the minimum
                                    aggregate amount of additional consideration
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    contained therein for a subsequent
                                    adjustment of such consideration) payable to
                                    the Company upon the exercise of such Option
                                    or the conversion or exchange of such
                                    Convertible Securities, or in the case of
                                    Options for Convertible Securities, the
                                    exercise of such Options for Convertible
                                    Securities and the conversion or exchange of
                                    such Convertible Securities by

                                            (2) the maximum number of shares of
                                    Common Stock (as set forth in the
                                    instruments relating thereto, without regard
                                    to any provision contained therein for a
                                    subsequent adjustment of such


                                       8
<PAGE>

                                    number) issuable upon the exercise of such
                                    Options or the conversion or exchange of
                                    such Convertible Securities.

                  (e) RECLASSIFICATION, CONSOLIDATION, MERGER, ETC. In case of
any reclassification, exchange, substitution or change of outstanding securities
of the class issuable upon exercise of this Warrant (other than as a result of a
subdivision or combination), or in case of any consolidation or merger of the
Company with or into another corporation, or the sale, transfer or lease of all
or substantially all of the assets of the Company, the Company, or such
successor corporation, as the case may be, shall execute a new Warrant,
providing that the holder of this Warrant shall have the right to exercise such
new Warrant, and procure upon such exercise in lieu of each Warrant Share
previously issuable upon exercise of this Warrant, the kind and amount of shares
of stock, other securities, money and property receivable upon such
reclassification, exchange, substitution, change, consolidation, merger, sale,
transfer or lease by a holder of one Warrant Share immediately prior to such
event. Such new Warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4. The provisions of this paragraph (a) shall similarly apply to successive
reclassifications, exchanges, substitutions, changes, consolidations, mergers,
sales, transfers or leases.

                  (f) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in
the Warrant Price for subdivisions or combinations as contemplated under
paragraph (d) above, the number of shares of Common Stock purchasable hereunder
shall be adjusted, to the nearest whole share, to the product obtained by
multiplying the number of shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be
the Warrant Price immediately prior to such adjustment and the denominator of
which shall be the Warrant Price immediately thereafter.

                  (g) NO IMPAIRMENT. The Company shall not, by amendment of its
Certificate of Incorporation or through a 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
its terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of
this Section 4 and in taking all such action as may be necessary or appropriate
to protect the Warrantholder's rights under this Section 4 against impairment.

                  (h) NOTICES. Upon any adjustment of the Warrant Price and any
increase or decrease in the number of shares of Common Stock purchasable upon
the exercise of this Warrant, the Company shall give written notice of such
adjustment promptly thereafter to the registered holder of this Warrant (the
"Notice"). The Notice shall be mailed to the address of such holder as shown on
the books of the Company and shall state the Warrant Price as adjusted and the
increased or decreased number of shares purchasable upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation of each.


                                       9
<PAGE>

         5.       ACQUISITION TRANSACTION. If the Company undertakes an
Acquisition Transaction then, simultaneously with and as a condition to the
Acquisition Transaction, the Company shall, at its election, either (i) cause
the Company Acquiror (as defined below) to assume this Warrant and cause
provision to be made so that the Warrantholder shall thereafter be entitled
to receive, upon exercise of this Warrant, the Warrant Shares, whereupon the
Company shall be released from this Warrant, or (ii) cause the Company
Acquiror to pay the Warrant Value (as defined below) to the Warrantholder
upon consummation of the Acquisition Transaction. If this Warrant becomes
exercisable by reason of an acquisition Transaction and the Company does not
cause the Company Acquiror to pay the Warrant Value to the Warrantholder,
this Warrant shall remain outstanding in accordance with its terms and all
references herein to the "Company" shall thereafter be deemed to apply to the
Company Acquiror and all references herein to the "Warrant Shares" shall
thereafter be deemed to apply to the common stock of the Company Acquiror.
"Company Acquiror" shall mean the Company or other entity, as applicable,
surviving the Acquisition Transaction. "Warrant Value" shall mean the fair
market value of this Warrant immediately prior to the closing of the
Acquisition Transaction ("Fair Market Value"), as determined by an investment
banking firm of established national reputation selected by the Warrantholder
and stated in a written opinion delivered to the Company and the
Warrantholder. The fees and expenses of such investment banking firm shall be
paid by the Company and its determination of the Fair Market Value shall be
conclusive and binding on all parties in the absence of fraud or manifest
error.

         6.       ACQUISITION OR IPO BY SUBSIDIARY.

                  (a) IPO BY SUBSIDIARY. If, prior to an IPO, the Company
transfers all or substantially all of its assets to any direct or indirect
wholly owned subsidiary (a "Subsidiary") and the Subsidiary subsequently
undertakes a transaction which would constitute an IPO (a "Subsidiary IPO") if
undertaken by the company, then, simultaneously with and as a condition to the
Subsidiary IPO, the Subsidiary shall assume this Warrant, provision shall be
made so that the Warrantholder shall be entitled to receive, upon exercise of
this Warrant, shares of stock or other securities or property of the Subsidiary
to which it is entitled under this Warrant, and the Company shall be released
from this Warrant.

                  (b) ACQUISITION OF SUBSIDIARY. If, prior to an Acquisition
Transaction, the Company transfers all or substantially all of its assets to a
Subsidiary and the Subsidiary subsequently undertakes a transaction which would
constitute an Acquisition Transaction (a "Subsidiary Acquisition") if undertaken
by the Company, then, simultaneously with and as a condition to the Subsidiary
Acquisition, the Company shall, at its election, either (i) cause the Subsidiary
Acquiror (as defined below) to assume this Warrant and cause provision to be
made so that the Warrantholder shall thereafter be entitled to receive, upon
exercise of this Warrant, the Warrant Shares, whereupon the Company shall be
released from this Warrant, or (ii) cause the Subsidiary Acquiror to pay the
Warrant Value (as defined above, except that references to Acquisition
Transaction shall mean Subsidiary Acquisition) to the Warrantholder upon
consummation of the Subsidiary Acquisition. If this Warrant becomes exercisable
by reason of a Subsidiary Acquisition and the Subsidiary does not cause the
Subsidiary Acquiror to pay the Warrant Value to the Warrantholder, this Warrant
shall remain outstanding in accordance with its terms and all references herein
to the "Company" shall thereafter be deemed to apply to the Subsidiary Acquiror
and all references herein to the "Warrant Shares" shall thereafter be deemed to


                                       10
<PAGE>

apply to the common stock of the Subsidiary Acquiror. "Subsidiary Acquiror"
shall mean the Subsidiary or other entity, as applicable, surviving the
Subsidiary Acquisition.

         7.       FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares shall be issued in connection with any
exercise hereunder. In lieu of such fractional share to which the
Warrantholder would otherwise be entitled, the Company shall make a cash
payment equal to the Warrant Price multiplied by such fraction.

         8.       NO RIGHTS AS A STOCKHOLDER. Other than as provided herein,
no holder of this Warrant, as such, shall be entitled to vote or receive
dividends or be deemed to be a stockholder of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the
holder of this Warrant, as such, any rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate action,
receive notice of meetings, receive dividends or subscription rights, or
otherwise.

         9.       COMPLIANCE WITH ACT; DISPOSITION OF WARRANT OR WARRANT
SHARES.

                  (a) COMPLIANCE WITH ACT. The Warrantholder, by acceptance
hereof, agrees that this Warrant, and the Warrant Shares to be issued upon
exercise hereof are being acquired for investment and that the Warrantholder
will not offer, sell or otherwise dispose of this Warrant except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act"), or any applicable state securities laws. Upon
exercise of this Warrant, unless the Warrant Shares being acquired are
registered under the Act and any applicable state securities laws or an
exemption from such registration is available, the Warrantholder hereof shall
confirm in writing that the shares of Common Stock so purchased are being
acquired for investment and not with a view toward distribution or resale in
violation of the Act and shall confirm such other matters related thereto as may
be reasonably requested by the Company. This Warrant and all shares of Common
Stock issued upon exercise of this Warrant (unless registered under the Act and
any applicable state securities laws) shall be stamped or imprinted with a
legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT."

                  The legend shall be removed by the Company, upon the request
of the Warrantholder, at such time as the restrictions on the transfer of the
applicable security shall have terminated.

                  (b) DISPOSITION OF WARRANT OR WARRANT SHARES. With respect to
any offer, sale or other disposition of this Warrant or any shares of Common
Stock acquired pursuant to the exercise of this Warrant prior to registration of
such Warrant or shares (other than (i) a transfer not involving a change in
beneficial ownership, (ii) in transactions involving the distribution without
consideration


                                       11
<PAGE>

of any such securities by the Warrantholder to any of its partners, or retired
partners, or to the estate of any of its partners or retired partners, (iii)
transactions involving the transfer of any such security by the Warrantholder to
(x) one or more of its members, (y) a limited partnership, the limited partners
of which are all employees of affiliates of the ultimate parent company of the
general partner of such limited partnership or (z) additional limited
partnerships or other entities held directly or indirectly by employees of
affiliates of the ultimate parent company of such entities, (iv) in transactions
involving the transfer without consideration of any such securities by the
Warrantholder during his or her lifetime by way of gift or on death by will or
intestacy, or (v) transfers by the Warrantholder to any partnership or limited
liability company at least 80% of the capital and profits of which are owned by
the Warrantholder), the Warrantholder hereof agrees to give written notice to
the Company prior thereto, describing briefly the manner thereof, together with
a written opinion of the Warrantholder's counsel, or other evidence, if
reasonably requested by the Company, to the effect that such offer, sale or
other disposition may be effected without registration or qualification (under
the Act as then in effect or any federal or state securities law then in effect)
of this Warrant or such shares of Common Stock and indicating whether or not
under the Act certificates for this Warrant or such shares of Common Stock to be
sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with such law.
Promptly upon receiving such written notice and reasonably satisfactory opinion
or other evidence, if so requested, the Company, as promptly as practicable but
no later than seven (7) days after receipt of the written notice, shall notify
the Warrantholder that the Warrantholder may sell or otherwise dispose of this
Warrant or such shares of Common Stock, all in accordance with the terms of the
notice delivered to the Company. If a determination has been made pursuant to
this Section 7(b) that the opinion of counsel for the Warrantholder or other
evidence is not reasonably satisfactory to the Company, the Company shall so
notify the Warrantholder promptly with details thereof after such determination
has been made. Notwithstanding the foregoing, this Warrant or such shares of
Common Stock may, as to such federal laws, be offered, sold or otherwise
disposed of in accordance with Rule 144 under the Act, 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 this Warrant or the shares of
Common Stock thus transferred (except a transfer pursuant to Rule 144) shall
bear a legend as to the applicable restrictions on transferability in order to
ensure compliance with such laws, unless in the aforesaid opinion of counsel for
the Warrantholder, such legend is not required in order to ensure compliance
with such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.

                  (c) MARKET STANDOFF AGREEMENT. In connection with the
Company's initial sale of its Common Stock to the public pursuant to an offering
registered under the Act, the Warrantholder agrees, upon request of the Company
or the underwriter(s) managing any underwritten offering of the Company's
securities, not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any Warrant Shares (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
one hundred eighty (180) days) from the effective date of such registration as
may be requested by the underwriters.


                                       12
<PAGE>

         10.      MISCELLANEOUS.

                  (a) The terms of this Warrant shall be binding upon and shall
inure to the benefit of any successors or assigns of the Company and of any
permitted assigns of the Warrantholder.

                  (b) Receipt of this Warrant by the holder hereof shall
constitute acceptance of and agreement to the foregoing terms and conditions.

                  (c) Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like date and tenor.

                  (d) Any provision of this Warrant may be amended, waived or
modified upon the written consent of the Company and the holders of a majority
of the Warrant Shares issued or issuable upon exercise of this Warrant or any
successor warrant(s).

                  (e) This Warrant shall be governed by the internal substantive
laws, but not the choice of law rules, of the State of Delaware.


                                       13
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer.

                                    PARTICIPATE.COM, INC.


                                    --------------------------------------------
                                    Alan K. Warms, President and Chief Executive
                                    Officer

Acknowledged and accepted:
DIAMOND TECHNOLOGY PARTNERS, INC.

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


<PAGE>

                                  ATTACHMENT A
                               NOTICE OF EXERCISE

TO:    Participate.com, Inc.
       945 West George Street
       Third Floor
       Chicago, IL  60657

______ 1. The undersigned hereby elects to purchase ___________ shares of the
Common Stock of Participate.com, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any.

______ 2. The undersigned hereby elects to exercise the purchase right with
respect to _______ percent of such shares of Common Stock through net issue
exercise, as set forth in Section 3(b) of the attached Warrant.

                  Please issue a certificate or certificates representing such
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                        ---------------------------------
                                     (Name)
                        ---------------------------------

                        ---------------------------------
                                    (Address)

                  The undersigned represents that the above shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares.

                                               ---------------------------------
                                               (Signature)


                                               ---------------------------------
                                               (Date)