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                                                                     EXHIBIT 4.2



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH
TRANSACTION OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE
EVIDENCED BY AN OPINION OF WARRANTHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE
CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM
ANY PROPOSED TRANSFER OR ASSIGNMENT.


                          COMMON STOCK PURCHASE WARRANT

                               FREESHOP.COM, INC.

        THIS CERTIFIES that for good and valuable consideration received,
___________________ a(n) ___________________________ or registered assigns, is
entitled, upon the terms and subject to the conditions hereinafter set forth, to
acquire from FreeShop.com, Inc., a Washington corporation (the "Corporation") up
to fully paid and nonassessable shares of common stock, without par value, of
the Corporation ("Warrant Stock") at a purchase price per share (the "Exercise
Price") of _____.


1.      TERM OF WARRANT

Subject to the terms and conditions set forth herein, this Warrant shall be
exercisable, in whole or from time to time part, at any time on or after the
date hereof and at or prior to 11:59 p.m., Pacific Time, on
_________________________ (the "Expiration Time"). Notwithstanding the
foregoing, at any time the Corporation shall have the right, except as may be
limited by law, other agreements or herein, to call this Warrant for exercise,
in whole or in part, by mailing written notice by United States mail to the
registered holder hereof if the Corporation completes a private placement or
public offering, of the Corporation's common stock for an aggregate offering,
price of $______ at a price per share equal to or greater than __________ per
share, as adjusted pursuant to Section 10 hereof. In such event, this Warrant
shall expire and cease to be exercisable at 11:59 p.m. Pacific Time, of the
twenty-first day after the date of mailing of the notice.


2.      EXERCISE OF WARRANT

The purchase rights represented by this Warrant are exercisable by the
registered holder hereof, in whole or in part, at any time and from time to time
at or prior to the Expiration Time by the surrender of this Warrant and the
Notice of Exercise form attached hereto duly executed to the office of the
Corporation at 95 South Jackson, Suite #300, Seattle, Washington 98104 (or such
other office or agency of the Corporation as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Corporation), and upon payment of the Exercise Price for the
shares thereby purchased (by cash or by check or bank draft payable to the order
of the Corporation or by cancellation of indebtedness of the Corporation to the
holder hereof, if any, at the time of exercise in an amount equal to the
purchase price of the shares thereby purchased); whereupon the holder of this
Warrant shall be entitled to receive from the Corporation a stock certificate in
proper form representing the number of shares of Warrant Stock so purchased.


3.      ISSUANCE OF SHARES; NO FRACTIONAL SHARES OF SCRIP

Certificates for shares purchased hereunder shall be delivered to the holder
hereof by the Corporation's transfer agent at the Corporation's expense within a
reasonable time after the date on which this Warrant shall have





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been exercised in accordance with the terms hereof. Each certificate so
delivered shall be in such denominations as may be requested by the holder
hereof and shall be registered in the name of such holder or, subject to
applicable laws, other name as shall be requested by such holder. If, upon
exercise of this Warrant, fewer than all of the shares of Warrant Stock
evidenced by this Warrant are purchased prior to the Expiration Time, one or
more new warrants substantially in the form of, and on the terms in, this
Warrant will be issued for the remaining, number of shares of Warrant Stock not
purchased upon exercise of this Warrant. The Corporation hereby represents and
warrants that all shares of Warrant Stock which may be issued upon the exercise
of this Warrant will, upon such exercise, be duly and validly authorized and
issued, fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issuance thereof (other than liens or charges created by or
imposed upon the holder of the Warrant Stock). The Corporation agrees that the
shares so issued shall be and be deemed to be issued to such holder as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered for exercise in accordance with the
terms hereof. No fractional shares or scrip representing, fractional shares
shall be issued upon the exercise of this Warrant. With respect to any fraction
of a share called for upon the exercise of this Warrant, an amount equal to such
fraction multiplied by the then current price at which each share may be
purchased hereunder shall be paid in cash to the holder of this Warrant.


4.      CHARGES, TAXES AND EXPENSES

Issuance of certificates for shares of Warrant Stock upon the exercise of this
Warrant shall be made without charge to the holder hereof for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Corporation,
and such certificates shall be issued in the name of the holder of this Warrant
or in such name or names as may be directed by the holder of this Warrant;
provided, however, that in the event certificates for shares of Warrant Stock
are to be issued in a name other than the name of the holder of this Warrant,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the holder hereof.


5.      NO RIGHTS AS SHAREHOLDERS

This Warrant does not entitle the holder hereof to any voting, rights or other
rights as a shareholder of the Corporation prior to the exercise hereof.


6.    EXCHANGE AND REGISTRY OF WARRANT

This Warrant is exchangeable, upon the surrender hereof by the registered holder
at the above-mentioned office or agency of the Corporation, for a new Warrant of
like tenor and dated as of such exchange. The Corporation shall maintain at the
above-mentioned office or agency a registry showing, the name and address of the
registered holder of this Warrant. This Warrant may be surrendered for exchange,
transfer or exercise, in accordance with its terms, at such office or agency of
the Corporation, and the Corporation shall be entitled to rely in all respects,
prior to written notice to the contrary, upon such registry.


7.      LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT

Upon receipt by the Corporation of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and in case of loss,
theft or destruction of indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Corporation of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Corporation will make and deliver a new Warrant of like tenor and dated as of
such cancellation, in lieu of this Warrant.


8.    SATURDAYS, SUNDAYS AND HOLIDAYS





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If the last or appointed day for the taking of any action or the expiration of
any right required or granted herein shall be a Saturday or a Sunday or shall be
a legal holiday, then such action may be taken or such right may be exercised on
the next succeeding, day not a Saturday, Sunday or legal holiday.


9.      MERGER, SALE OF ASSETS, ETC.

If at any time the Corporation proposes to merge or consolidate with or into any
other corporation, effect any reorganization, or sell or convey all or
substantially all of its assets to any other entity, then, as a condition of
such reorganization, consolidation, merger, sale or conveyance, the Corporation
or its successor, as the case may be, shall enter into a supplemental agreement
to make lawful and adequate provision whereby the holder shall have the right to
receive, upon exercise of the Warrant, the kind and amount of equity securities
which would have been received upon such reorganization, consolidation, merger,
sale or conveyance by a holder of a number of shares of common stock equal to
the number of shares issuable upon exercise of the Warrant immediately prior to
such reorganization, consolidation, merger, sale or conveyance. If the property
to be received upon such reorganization, consolidation, merger, sale or
conveyance is not equity securities, the Corporation shall give the holder of
this Warrant ten (10) business days prior written notice of the proposed
effective date of such transaction, and if this Warrant has not been exercised
by or on the effective date of such transaction, it shall terminate.


10.     SUBDIVISION, COMBINATION, RECLASSIFICATION, CONVERSION, ETC.

If the Corporation at any time shall, by subdivision, combination,
reclassification of securities or otherwise, change the Warrant Stock into the
same or a different number of securities of any class or classes, this Warrant
shall thereafter entitle the holder to acquire such number and kind of
securities as would have been issuable in respect of the Warrant Stock (or other
securities which were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change) as the result of such change if this Warrant had been exercised in full
for cash immediately prior to such change. The Exercise Price hereunder shall be
adjusted if and to the extent necessary to reflect such change. If the Warrant
Stock or other securities issuable upon exercise hereof are subdivided or
combined into a greater or smaller number of shares of such security, the number
of shares issuable hereunder shall be proportionately increased or decreased, as
the case may be, and the Exercise Price shall be proportionately reduced or
increased, as the case may be, in both cases according to the ratio which the
total number of shares of such security to be outstanding immediately after such
even bears to the total number of shares of such security outstanding
immediately prior to such event. The Corporation shall give the holder prompt
written notice of any chance in the type of securities issuable hereunder, any
adjustment of the Exercise Price for the securities issuable hereunder, and any
increase or decrease in the number of shares issuable hereunder.


11.     TRANSFERABILITY; COMPLIANCE WITH SECURITIES LAWS

        (a) 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 transferee (including the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Corporation, if
requested by the Corporation). Subject such restrictions, prior to the
Expiration Time, this Warrant and all rights hereunder are transferable by the
holder hereof, in whole or in part, at the office or agency of the Corporation
referred to in Section I hereof. Any such transfer shall be made in person or by
the holder's duty authorized attorney, upon surrender of this Warrant together
with the Assignment Form attached hereto properly endorsed.

        (b) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the Warrant Stock issuable upon exercise hereof are being,
acquired solely for the holder's own account and not as a nominee for any other
party, and for investment, and that the holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except under circumstances that will not result in a violation
of the Securities Act of 1933, as amended, or any state securities laws. Upon
exercise of this Warrant, the holder shall, if requested by the Corporation,
confirm in writing, in a form satisfactory to the





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Corporation, that the shares of Warrant Stock so purchased are being, acquired
solely for holder's own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale.

        (c) The Warrant Stock has not been and will not be registered under the
Securities Act of 1933, as amended, and this Warrant may not be exercised except
by (i) the original purchaser of this Warrant from the Corporation or (ii) an
"accredited investor" as defined in Rule 501(a) under the Securities Act of
1933, as amended. Each certificate representing the Warrant Stock or other
securities issued in respect of the Warrant Stock upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall be
stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required under applicable securities laws):

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED
STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION
OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH
COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF
SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION
OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.


12.     REPRESENTATIONS AND WARRANTIES

The Corporation hereby represents and warrants to the holder hereof that:

        (a) during the period this Warrant is outstanding, the Corporation will
reserve from its authorized and unissued common stock a sufficient number of
shares to provide for the issuance of Warrant Stock upon the exercise of this
Warrant;

        (b) the issuance of this Warrant shall constitute full authority to the
Corporation's officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the shares of
Warrant Stock issuable upon exercise of this Warrant;

        (c) the Corporation has all requisite legal and corporate power to
execute and deliver this Warrant, to sell and issue the Warrant Stock hereunder,
to issue the common stock issuable upon exercise of the Warrant Stock and to
carry out and perform its obligations under the terms of this Warrant;

        (d) all corporate action on the part of the Corporation, its directors
and shareholders necessary for the authorization, execution, delivery and
performance of this Warrant by the Corporation, the authorization, sale,
issuance and delivery of the Warrant Stock, the grant of registration rights as
provided herein and the performance of the Corporation's obligations hereunder
has been taken;

        (e) the Warrant Stock, when issued in compliance with the provisions of
this Warrant and the Corporation's Articles of Incorporation (as they may be
amended from time to time (the "Articles")), will be validly issued, fully paid
and nonassessable, and free of all taxes, liens or encumbrances with respect to
the issue thereof, and will be issued in compliance with all applicable federal
and state securities laws; and

        (f) the issuance of the Warrant Stock will not be subject to any
preemptive rights, rights of first refusal or similar rights.





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13.     CORPORATION

        The Corporation will not, by amendment of its Articles or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying, out of all the provisions of this Warrant and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of the Warrant against impairment.


14.     GOVERNING LAW

This Warrant shall be governed by and construed in accordance with the laws of
the State of Washington.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
its duly authorized

officers.

Dated: _____________________________




FreeShop.com, Inc.



By: ________________________________

    ________________________________

    ________________________________


























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                               NOTICE OF EXERCISE


To:   FreeShop.com, Inc.

        (1) The undersigned hereby elects to purchase ____________ shares of
common stock of FreeShop.com, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.

      (2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of common stock to be issued upon exercise hereof
are being acquired solely for the account of the undersigned and not as a
nominee for any other party, and for investment, and that the undersigned will
not offer, sell or otherwise dispose of any such shares of common stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.

      (3) Please issue a certificate or certificates representing, said shares
of common stock in the name of the undersigned or in such other name as is
specified below:


                   __________________________________________
                                     (Name)


           __________________________________________________________
                                    (Address)

        (3) The undersigned represents that (a) he, she or it is the original
purchaser from the Corporation of the attached Warrant or an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act of 1933, as
amended and (b) the aforesaid 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.



_______________________      ___________________________________________________
(Date)                       (Signature)






















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                                 ASSIGNMENT FORM


(To assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to purchase shares.)



        FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of common stock of FreeShop.com, Inc. set forth below:

Name of Assignee                   Address                       No. of Shares.
----------------                   -------                       --------------



and does hereby irrevocably constitute and appoint Attorney
____________________________to make such transfer on the books of FreeShop.com,
Inc., maintained for the purpose, with full power of substitution in the
premises.

      The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof are being, acquired for investment and that the Assignee will
not offer, sell or otherwise dispose of this Warrant or any shares of stock to
be issued upon exercise hereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any state
securities laws. Further, the Assignee shall, if requested by the Corporation,
confirm in writing, in a form satisfactory to the Corporation, that the shares
of stock so purchased are being acquired for investment and not with a view
toward distribution or resale.



                                     Dated: ____________________________________

                                     Holder's Signature: _______________________


                                     Holder's Address: _________________________

                                                       _________________________

                                                       _________________________


Guaranteed Signature:



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company. Officers of
corporations and those action in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.











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