EXHIBIT 4.23

           THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH
           ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS
                                OF THIS WARRANT.

                   No. of Shares of Common Stock: ____________
Warrant No. B-______

                                     WARRANT

                           To Purchase Common Stock of

                                Adatom.com, Inc.

         THIS  IS TO  CERTIFY  THAT  ____________  ____________,  or  registered
assigns,  is  entitled,  at any time  prior to June 22,  2005  (the  "Expiration
Date"),  to  purchase  from  Adatom.com,   Inc.,  a  Delaware  corporation  (the
"Company"),  ____________  shares of Common  Stock (as  hereinafter  defined and
subject to  adjustment as provided  herein),  in whole or in part, at a purchase
price per share of $2.119,  all on the terms and  conditions and pursuant to the
provisions hereinafter set forth.

1.       DEFINITIONS

         As used in this  Warrant,  the  following  terms  have  the  respective
meanings set forth below:

         "Additional  Shares of Common  Stock"  shall  mean all shares of Common
Stock issued by the Company after the Closing Date, other than Warrant Stock.

         "Business Day" shall mean any day that is not a Saturday or Sunday or a
day on which  banks  are  required  or  permitted  to be  closed in the State of
California.

         "Closing  Date"  shall  have the  meaning  set forth in the  Securities
Purchase Agreement.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal  agency then  administering  the  Securities Act and other federal
securities laws.

         "Common   Stock"  shall  mean  (except  where  the  context   otherwise
indicates) the Common Stock,  $0.01 par value,  of the Company as constituted on
the  Closing  Date,  and any  capital  stock into which  such  Common  Stock may
thereafter  be changed,  and shall also include (i) capital stock of the Company
of any other  class  (regardless  of how  denominated)  issued to the holders of
shares of  Common  Stock  upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

         "Convertible  Securities" shall mean evidences of indebtedness,  shares
of stock or other securities which are convertible into or exchangeable, with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

         "Current  Warrant  Price"  shall mean,  in respect of a share of Common
Stock at any date herein  specified,  the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.



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         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

         "Exercise  Period"  shall mean the period  during which this Warrant is
exercisable pursuant to Section 2.1.

         "Expiration  Date"  shall  mean a date  five  (5)  years  from the date
hereof.

         "Fully  Diluted  Outstanding"  shall mean,  when used with reference to
Common  Stock,  at any date as of which the  number of shares  thereof  is to be
determined,  all shares of Common Stock  Outstanding at such date and all shares
of Common Stock  issuable in respect of this Warrant,  outstanding on such date,
and other  options or warrants to  purchase,  or  securities  convertible  into,
shares  of  Common  Stock  outstanding  on  such  date  which  would  be  deemed
outstanding in accordance  with GAAP for purposes of  determining  book value or
net income per share.

         "GAAP"  shall mean  generally  accepted  accounting  principles  in the
United States of America as from time to time in effect.

         "Holder"  shall mean the  Person in whose  name the  Warrant or Warrant
Stock set forth herein is registered on the books of the Company  maintained for
such purpose.

         "Market  Price" per Common  Share  means the  average of the two lowest
closing bid prices of the Common Shares on the NASDAQ SmallCap Market ("NASDAQ")
as reported by Bloomberg L.P. for the ten Trading Days immediately preceding the
Closing  Date,  or, if such security is not listed or admitted to trading on the
NASDAQ, on the principal national security exchange or quotation system on which
such  security is quoted or listed or admitted to trading,  or, if not quoted or
listed or admitted to trading on any national  securities  exchange or quotation
system, on the over-the-counter market on the day in question as reported by the
National  Quotation  Bureau  Incorporated,   or  a  similar  generally  accepted
reporting  service,  or if not so available,  in such manner as furnished by any
NASDAQ  member firm of the National  Association  of  Securities  Dealers,  Inc.
selected  from time to time by the Board of  Directors  of the  Company for that
purpose,  or a price  determined  in good faith by the Board of Directors of the
Company as being equal to the fair market value thereof, as the case may be.

         "Other Property" shall have the meaning set forth in Section 4.4.

         "Outstanding"  shall mean, when used with reference to Common Stock, at
any date as of which the  number  of shares  thereof  is to be  determined,  all
issued  shares of Common  Stock,  except shares then owned or held by or for the
account of the Company or any subsidiary  thereof,  and shall include all shares
issuable  in  respect  of  outstanding  scrip or any  certificates  representing
fractional interests in shares of Common Stock.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
joint  venture,  trust,  incorporated  organization,  association,  corporation,
institution,  public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

         "Registration  Rights  Agreement"  shall mean the  Registration  Rights
Agreement  dated a date even  herewith  by and between the Company and the other
persons  signatory to the Securities  Purchase  Agreement,  as it may be amended
from time to time.

         "Restricted  Common Stock" shall mean shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(a).

         "Securities 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.

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         "Securities  Purchase  Agreement"  shall mean the  Securities  Purchase
Agreement  by and between the Company  and the other  signatories  thereto  with
respect  to the  Company's  Series A  Convertible  Preferred  Stock as it may be
amended from time to time.

         "Transfer"  shall mean any  disposition of any Warrant or Warrant Stock
or of any  interest in either  thereof,  which would  constitute  a sale thereof
within the meaning of the Securities Act.

         "Transfer Notice" shall have the meaning set forth in Section 9.2.
         "Warrants"  shall  mean  this  Warrant  and all  warrants  issued  upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

         "Warrant  Price" shall mean an amount equal to (i) the number of shares
of Common  Stock  being  purchased  upon  exercise of this  Warrant  pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

         "Warrant  Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

         2.1.  MANNER OF  EXERCISE.  At any time prior to 5:00 P.M.,  California
time, on the Expiration Date, Holder may exercise this Warrant,  on any Business
Day,  for all or any part of the  number of shares of Common  Stock  purchasable
hereunder.

         In order to exercise  this Warrant,  in whole or in part,  Holder shall
deliver to the Company at its principal office at 920 Hillview Court, Suite 160,
Milpitas, California 95035, or at the office or agency designated by the Company
pursuant  to Section 12, (i) a written  notice of Holder's  election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be  purchased,  (ii) payment of the Warrant  Price in cash,  by wire transfer or
cashier's  check drawn on a United  States bank or by the Holder's  surrender of
Warrant  Stock  (or the  right to  receive  such  number  of  shares)  having an
aggregate Market Price equal to the Warrant Price for all shares being purchased
and (iii) this Warrant.  Such notice shall be  substantially  in the form of the
subscription  form  appearing  at the end of this  Warrant  as  Exhibit  A, duly
executed by Holder or its agent or attorney.  Upon receipt of the items referred
to in clauses  (i),  (ii) and (iii)  above,  the Company  shall,  as promptly as
practicable, and in any event within three (3) Business Days thereafter, execute
or cause to be  executed  and  deliver  or cause  to be  delivered  to  Holder a
certificate or certificates  representing the aggregate number of full shares of
Common Stock  issuable  upon such  exercise,  together  with cash in lieu of any
fraction  of  a  share,  as  hereinafter  provided.  The  stock  certificate  or
certificates so delivered shall be, to the extent possible, in such denomination
or  denominations  as Holder shall request in the notice and shall be registered
in the name of Holder  or,  subject  to  Section  9, such other name as shall be
designated in the notice.  This Warrant  shall be deemed to have been  exercised
and such  certificate or certificates  shall be deemed to have been issued,  and
Holder or any other Person so  designated to be named therein shall be deemed to
have become a holder of record of such shares for all  purposes,  as of the date
the  notice,  together  with the cash or check or checks  and this  Warrant,  is
received by the Company as described  above and all taxes required to be paid by
Holder,  if any,  pursuant to Section  2.2 prior to the  issuance of such shares
have been paid. If this Warrant shall have been  exercised in part,  the Company
shall, at the time of delivery of the  certificate or certificates  representing
Warrant Stock,  deliver to Holder a new Warrant  evidencing the rights of Holder
to purchase the  unpurchased  shares of Common Stock called for by this Warrant,
which new Warrant  shall in all other  respects be identical  with this Warrant,
or, at the request of Holder,  appropriate  notation may be made on this Warrant
and the same returned to Holder.  Notwithstanding  any  provision  herein to the
contrary,  the Company  shall not be required to register  shares in the name of
any Person who  acquired  this  Warrant (or part  hereof) or any  Warrant  Stock
otherwise than in accordance with this warrant.

         The Holder  shall be entitled to exercise  the Warrant  notwithstanding
the  commencement of any case under 11 U.S.C.  ss. 101 ET SEQ. (the  "Bankruptcy
Code").  In the event the Company is a debtor  under the  Bankruptcy  Code,

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<PAGE>

the Company hereby waives to the fullest  extent  permitted any rights to relief
it may have under 11 U.S.C.  ss. 362 in respect of the Holder's  exercise right.
The Company hereby waives to the fullest  extent  permitted any rights to relief
it may have under 11 U.S.C.  ss. 362 in respect of the  exercise of the Warrant.
The Company agrees,  without cost or expense to the Buyer, to take or consent to
any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

         2.2. PAYMENT OF TAXES AND CHARGES.  All shares of Common Stock issuable
upon the exercise of this Warrant  pursuant to the terms hereof shall be validly
issued,  fully paid and  nonassessable,  and without any preemptive  rights. The
Company  shall pay all  expenses  in  connection  with,  and all taxes and other
governmental  charges that may be imposed with respect to, the issue or delivery
thereof,  unless such tax or charge is imposed by law upon Holder, in which case
such  taxes or  charges  shall  be paid by  Holder.  The  Company  shall  not be
required, however, to pay any tax or other charge imposed in connection with any
transfer  involved in the issue of any  certificate  for shares of Common  Stock
issuable  upon  exercise of this  Warrant in any name other than that of Holder,
and in such case the Company shall not be required to issue or deliver any stock
certificate  until  such  tax or  other  charge  has  been  paid or it has  been
established to the  satisfaction of the Company that no such tax or other charge
is due.

         2.3.  FRACTIONAL  SHARES.  The Company shall not be required to issue a
fractional  share of  Common  Stock  upon  exercise  of any  Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount  equal to the same  fraction of the Market Price per share
of Common Stock as of the Closing Date.

         2.4. CONTINUED VALIDITY. A holder of shares of Common Stock issued upon
the  exercise  of this  Warrant,  in whole or in part  (other  than a holder who
acquires  such  shares  after the same have been  publicly  sold  pursuant  to a
Registration  Statement  under the  Securities  Act or sold pursuant to Rule 144
thereunder),  shall  continue to be entitled  with respect to such shares to all
rights to which it would have been  entitled as Holder under  Sections 9, 10 and
14 of this  Warrant.  The Company will, at the time of exercise of this Warrant,
in whole or in part, upon the request of Holder, acknowledge in writing, in form
reasonably  satisfactory to Holder,  its continuing  obligation to afford Holder
all such rights;  PROVIDED,  however, that if Holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to Holder all such rights.

3.       TRANSFER, DIVISION AND COMBINATION

         3.1. TRANSFER.  Subject to compliance with Sections 9, transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the principal  office of the Company  referred to in Section 2.1
or the office or agency  designated  by the  Company  pursuant  to  Section  12,
together with a written assignment of this Warrant  substantially in the form of
Exhibit B hereto  duly  executed  by Holder or its agent or  attorney  and funds
sufficient to pay any transfer  taxes payable upon the making of such  transfer.
Upon such surrender and, if required,  such payment,  the Company shall, subject
to Section 9,  execute  and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the  denomination  specified in such  instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned,  and this warrant shall promptly be canceled. A
Warrant,  if properly assigned in compliance with Section 9, may be exercised by
a new Holder for the  purchase of shares of Common  Stock  without  having a new
Warrant issued.

         3.2.  DIVISION AND COMBINATION.  Subject to Section 9, this Warrant may
be divided or  combined  with other  Warrants  upon  presentation  hereof at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by Holder or its agent or attorney.  Subject to  compliance  with Section
3.1 and  with  Section  9, as to any  transfer  which  may be  involved  in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

         3.3. EXPENSES.  The Company shall prepare, issue and deliver at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 3.

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<PAGE>

         3.4.  MAINTENANCE  OF BOOKS.  The Company  agrees to  maintain,  at its
aforesaid  office or agency,  books for the registration and the registration of
transfer of the Warrants.

4.       ADJUSTMENTS

         The  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this  Section 4. The  Company  shall give Holder  notice of any event  described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

         4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time the
Company shall:
                  (a) take a record of the  holders of its Common  Stock for the
         purpose of  entitling  them to receive a dividend  payable in, or other
         distribution of, Additional Shares of Common Stock,

                  (b)  subdivide its  outstanding  shares of Common Stock into a
         larger number of shares of Common Stock, or

                  (c)  combine  its  outstanding  shares of Common  Stock into a
         smaller number of shares of Common Stock,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

         4.2. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION. The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

                  (a) WHEN  ADJUSTMENTS TO BE MADE. The adjustments  required by
         this  Section 4 shall be made  whenever  and as often as any  specified
         event  requiring  an  adjustment  shall  occur.  For the purpose of any
         adjustment, any specified event shall be deemed to have occurred at the
         close of business on the date of its occurrence.

                  (b) FRACTIONAL INTERESTS.  In computing adjustments under this
         Section 4,  fractional  interests  in Common  Stock shall be taken into
         account to the nearest 1/10th of a share.

                  (c) WHEN ADJUSTMENT NOT REQUIRED.  If the Company shall take a
         record of the holders of its Common  Stock for the purpose of entitling
         them to receive a dividend or  distribution or subscription or purchase
         rights  and  shall,   thereafter   and  before  the   distribution   to
         stockholders  thereof,  legally abandon its plan to pay or deliver such
         dividend,   distribution,   subscription  or  purchase   rights,   then
         thereafter no  adjustment  shall be required by reason of the taking of
         such record and any such adjustment  previously made in respect thereof
         shall be rescinded and annulled.

                  (d) CHALLENGE TO GOOD FAITH DETERMINATION.  Whenever the Board
         of Directors of the Company  shall be required to make a  determination
         in good faith of the fair value of any item under this  Section 4, such
         determination  may be challenged  in good faith by the Holder,  and any
         dispute shall be resolved by an  investment  banking firm of recognized
         national standing selected by the Company and acceptable to the Holder.

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         4.3.  REORGANIZATION,   RECLASSIFICATION,   MERGER,   CONSOLIDATION  OR
DISPOSITION  OF  ASSETS.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of the Warrant,  the number of shares of common stock of the  successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section 4. For purposes of
this Section 4.3, "common stock of the successor or acquiring corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.3  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or dispositions of assets.

         4.4. OTHER ACTION  AFFECTING  COMMON STOCK. In case at any time or from
time to time the Company  shall take any action in respect of its Common  Stock,
other than any action described in this Section 4, which would have a materially
adverse  effect  upon the rights of the  Holder,  the number of shares of Common
Stock and/or the purchase  price thereof shall be adjusted in such manner as may
be equitable in the  circumstances,  as determined in good faith by the Board of
Directors of the Company.

         4.5.  CERTAIN  LIMITATIONS.  Notwithstanding  anything  herein  to  the
contrary,  the Company agrees not to enter into any transaction which, by reason
of any adjustment  hereunder,  would cause the Current  Warrant Price to be less
than the par value per share of Common Stock.

         4.6. NO VOTING RIGHTS. This Warrant shall not entitle its Holder to any
voting rights or other rights as a shareholder of the Company.

5.       NOTICES TO HOLDER

         5.1.  NOTICE OF  ADJUSTMENTS.  Whenever  the number of shares of Common
Stock for which this  Warrant is  exercisable,  or whenever the price at which a
share of such Common Stock may be purchased upon exercise of the Warrants, shall
be  adjusted  pursuant  to  Section 4, the  Company  shall  forthwith  prepare a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which such  adjustment  was  calculated,  specifying  the number of shares of
Common Stock for which this Warrant is exercisable  and (if such  adjustment was
made pursuant to Section 4.3 or 4.4) describing the number and kind of any other
shares of stock or Other Property for which this Warrant is exercisable, and any
change in the purchase  price or prices  thereof,  after  giving  effect to such
adjustment  or change.  The Company shall  promptly  cause a signed copy of such
certificate  to be delivered to the Holder in accordance  with Section 14.2. The
Company  shall keep at its office or agency  designated  pursuant  to Section 12
copies  of all  such

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certificates  and cause the same to be available  for  inspection at said office
during normal  business  hours by the Holder or any  prospective  purchaser of a
Warrant designated by the Holder.

         5.2.     NOTICE OF CORPORATE ACTION.  If at any time

                  (a) the  Company  shall  take a record of the  holders  of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other  distribution,  or any right to  subscribe  for or  purchase  any
         evidences of its indebtedness,  any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital  reorganization of the Company,
         any  reclassification  or  recapitalization of the capital stock of the
         Company or any  consolidation  or merger of the  Company  with,  or any
         sale,  transfer or other  disposition of all or  substantially  all the
         property, assets or business of the Company to, another corporation, or

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 14.2.

6.       NO IMPAIRMENT

         The Company  shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  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 the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

         Upon the  request of Holder,  the  Company  will at any time during the
period this warrant is outstanding  acknowledge in writing, in form satisfactory
to Holder,  the continuing  validity of this warrant and the  obligations of the
Company hereunder.

7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK

                                       7

<PAGE>

         From and after the Closing Date, the Company shall at all times reserve
and keep  available  for issue upon the exercise of Warrants  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and  nonassessable,  and not subject to preemptive rights.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any  applicable  law or  regulation,  or of any  requirements  of  NASDAQ or any
domestic securities exchange upon which the Common Stock may be listed.

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

         Before  taking any action  which would result in an  adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

         In the case of all dividends or other  distributions  by the Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.       RESTRICTIONS ON TRANSFERABILITY

         The  Warrants  and  the  Warrant   Stock  shall  not  be   transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section  9,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,  agrees to be bound by
the provisions of this Section 9.

         9.1.  RESTRICTIVE  LEGEND. (a) The Holder by accepting this Warrant and
any Warrant Stock agrees that this Warrant and the Warrant  Stock  issuable upon
exercise  hereof may not be assigned or otherwise  transferred  unless and until
(i) the  Company  has  received  an opinion of counsel  for the Holder that such
securities  may be sold  pursuant to an exemption  from  registration  under the
Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration
statement relating to such securities has been filed by the Company and declared
effective by the Commission.

         Each  certificate  for Warrant Stock  issuable  hereunder  shall bear a
legend as follows unless such securities have been sold pursuant to an effective
registration statement under the Securities Act:

                           "The securities  represented by this certificate have
                  not been  registered  under  the  Securities  Act of 1933,  as
                  amended (the  "Act").  The  securities  may not be offered for
                  sale, sold or otherwise  transferred except (i) pursuant to an
                  effective   registration  statement  under  the  Act  or  (ii)
                  pursuant to an exemption  from  registration  under the Act in
                  respect  of which the  Company  has  received  an  opinion  of
                  counsel satisfactory to the Company to such effect.  Copies of
                  the agreement covering both the purchase of the securities and
                  restricting  their  transfer  may be  obtained  at no  cost by
                  written   request  made  by  the  holder  of

                                       8

<PAGE>

                  record of this  certificate to the Secretary of the Company at
                  the principal executive offices of the Company."

                  (b)  Except  as  otherwise  provided  in this  Section  9, the
         Warrant  shall be  stamped  or  otherwise  imprinted  with a legend  in
         substantially the following form:

                           "This Warrant and the securities  represented  hereby
                  have not been registered  under the Securities Act of 1933, as
                  amended,  and may not be transferred in violation of such Act,
                  the rules and regulations thereunder or the provisions of this
                  Warrant."

         9.2. NOTICE OF PROPOSED  TRANSFERS.  Prior to any Transfer or attempted
Transfer of any Warrants or any shares of Restricted  Common  Stock,  the Holder
shall give ten days,  prior written notice (a "Transfer  Notice") to the Company
of  Holder's  intention  to effect  such  Transfer,  describing  the  manner and
circumstances  of the proposed  Transfer,  and obtain from counsel to Holder who
shall be reasonably  satisfactory  to the Company,  an opinion that the proposed
Transfer  of such  Warrants  or such  Restricted  Common  Stock may be  effected
without  registration  under the  Securities  Act. After receipt of the Transfer
Notice and opinion,  the Company  shall,  within five days  thereof,  notify the
Holder as to whether such opinion is  reasonably  satisfactory  and, if so, such
holder shall  thereupon be entitled to Transfer such Warrants or such Restricted
Common  Stock,  in  accordance  with the  terms  of the  Transfer  Notice.  Each
certificate,  if any,  evidencing such shares of Restricted  Common Stock issued
upon such  Transfer  shall  bear the  restrictive  legend  set forth in  Section
9.1(a),  and the Warrant  issued upon such Transfer  shall bear the  restrictive
legend set forth in Section  9.1(b),  unless in the opinion of such counsel such
legend is not required in order to ensure  compliance  with the Securities  Act.
The Holder shall not be entitled to Transfer  such  Warrants or such  Restricted
Common Stock until receipt of notice from the Company under this Section  9.2(a)
that such opinion is reasonably satisfactory.

         9.3.  REQUIRED  REGISTRATION.  Pursuant to the terms and conditions set
forth in the Registration  Rights Agreement,  the Company shall prepare and file
with the  Commission  not  later  than the 30th day after the  Closing  Date,  a
Registration  Statement  relating  to the  offer  and sale of the  Common  Stock
issuable  upon  exercise of the Warrants and shall use its best efforts to cause
the  Commission  to declare  such  Registration  Statement  effective  under the
Securities  Act as promptly as  practicable  but no later than 90 days after the
Closing Date.

         9.4.   TERMINATION  OF  RESTRICTIONS.   Notwithstanding  the  foregoing
provisions  of Section 9, the  restrictions  imposed  by this  Section  upon the
transferability  of the Warrants,  the Warrant Stock and the  Restricted  Common
Stock (or Common  Stock  issuable  upon the  exercise of the  Warrants)  and the
legend  requirements of Section 9.1 shall terminate as to any particular Warrant
or share of Warrant Stock or Restricted  Common Stock (or Common Stock  issuable
upon the exercise of the Warrants)  (i) when and so long as such security  shall
have been  effectively  registered  under the  Securities  Act and  disposed  of
pursuant  thereto or (ii) when the  Company  shall have  received  an opinion of
counsel  reasonably  satisfactory  to it that  such  shares  may be  transferred
without registration thereof under the Securities Act. Whenever the restrictions
imposed  by  Section  9 shall  terminate  as to  this  Warrant,  as  hereinabove
provided,  the Holder  hereof shall be entitled to receive from the Company upon
written  request of the  Holder,  at the expense of the  Company,  a new Warrant
bearing  the  following  legend  in place of the  restrictive  legend  set forth
hereon:

               "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
               WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON
          ____________, ____, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legend set forth in Section 9.1(a).

                                       9

<PAGE>

         9.5.  LISTING ON  SECURITIES  EXCHANGE.  If the Company  shall list any
shares of Common Stock on any securities exchange, it will, at its expense, list
thereon,  maintain and, when necessary,  increase such listing of, all shares of
Common  Stock  issued  or,  to  the  extent  permissible  under  the  applicable
securities exchange rules, issuable upon the exercise of this Warrant so long as
any shares of Common Stock shall be so listed during any such Exercise Period.

10.      SUPPLYING INFORMATION

         The Company shall  cooperate with Holder in supplying such  information
as may be reasonably  necessary for Holder to complete and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.      LOSS OR MUTILATION

         Upon  receipt  by  the  Company  from  Holder  of  evidence  reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder;  PROVIDED, in the case of mutilation,  no indemnity shall be required
if  this  Warrant  in  identifiable  form  is  surrendered  to the  Company  for
cancellation.

12.      OFFICE OF THE COMPANY

         As long as any of the Warrants  remain  outstanding,  the Company shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

13.      LIMITATION OF LIABILITY

         No provision hereof, in the absence of affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

14.               MISCELLANEOUS

         14.1.  NONWAIVER  AND  EXPENSES.  No course of  dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies.
If the Company fails to make, when due, any payments provided for hereunder,  or
fails to comply with any other provision of this Warrant,  the Company shall pay
to Holder such  amounts as shall be  sufficient  to cover any costs and expenses
including,  but not limited to, reasonable  attorneys' fees,  including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant
hereto  or in  otherwise  enforcing  any  of  its  rights,  powers  or  remedies
hereunder.

         14.2. NOTICE GENERAL.  Except as may be otherwise  provided herein, any
notice or other  communication or delivery required or permitted hereunder shall
be in writing  and shall be  delivered  personally  or sent by  certified  mail,
postage prepaid, or by a nationally  recognized  overnight courier service,  and
shall be deemed  given when so  delivered  personally  or by  overnight  courier
service,  or, if mailed,  three (3) days after the date of deposit in the United
States mails, as follows:

                  (1)      if to the Company, to:

                           Adatom.com, Inc.
                           920 Hillview Court

                                       10

<PAGE>

                           Suite 160
                           Milpitas, California 95035
                           Attention: Robert Barton

                  (2)      if to the  Holder,  to the  address  set forth on the
                           signature page of the Securities Purchase Agreement.

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 14.2.

         14.3.  INDEMNIFICATION.  The  Company  agrees  to  indemnify  and  hold
harmless Holder from and against any liabilities,  obligations, losses, damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  PROVIDED,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment  by a  court  to  have  resulted  from  Holder's  gross
negligence, bad faith or willful misconduct.

         14.4.  REMEDIES.  Holder in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under Section 9 of this Warrant. The Company
agrees that  monetary  damages would not be adequate  compensation  for any loss
incurred  by  reason of a breach by it of the  provisions  of  Section 9 of this
Warrant  and hereby  agrees to waive the  defense  in any  action  for  specific
performance that a remedy at law would be adequate.

         14.5. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections 3.1
and 9, this Warrant and the rights  evidenced  hereby shall inure to the benefit
of and be binding  upon the  successors  of the Company and the  successors  and
assigns of Holder.  The  provisions  of this  Warrant are intended to be for the
benefit of all Holders from time to time of this  Warrant  and,  with respect to
Section 9 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.

         14.6. AMENDMENT. This Warrant and all other Warrants may be modified or
amended or the provisions  hereof waived with the written consent of the Company
and the Holder.

         14.7.  SEVERABILITY.  Wherever possible, each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Warrant.

         14.8.  HEADINGS.  The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

         14.9.  GOVERNING LAW. This Warrant shall be governed by the laws of the
State of  California,  without  regard to the  provisions  thereof  relating  to
conflict of laws.

                                       11

<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed  and its  corporate  seal to be  impressed  hereon and  attested by its
Secretary or an Assistant Secretary.

Dated: June 22, 2000
                                                     ADATOM.COM, INC.


                                                     By: /s/RICHARD S. BARTON
                                                         --------------------
                                                     Name:  Richard S. Barton
                                                     Title: President and C.E.O.

Attest:

By:__________________________
Name:
Title:



                                       12

<PAGE>


                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

         The undersigned  registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of Shares of Common Stock of Adatom.com,  Inc. and
herewith  makes  payment  therefor,  all at the  price  and  on  the  terms  and
conditions  specified  in this Warrant and requests  that  certificates  for the
shares of Common Stock hereby  purchased  (and any  securities or other property
issuable  upon  such  exercise)  be  issued  in the  name  of and  delivered  to
__________,  whose address is _____________  and, if such shares of Common Stock
shall not include all of the shares of Common Stock issuable as provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the shares
of Common Stock issuable hereunder be delivered to the undersigned.

                                  ------------------------------------------
                                  (Name of Registered Owner)

                                  ------------------------------------------
                                  (Signature of Registered Owner)

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

                                  ------------------------------------------
                                  (city)            (State)          (Zip Code)

NOTICE:           The signature on this  subscription  must  correspond with the
                  name as written  upon the face of the within  Warrant in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever.









                                       13

<PAGE>


                                    EXHIBIT B

                                 ASSIGNMENT FORM

         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 this  Warrant,  with  respect to the number of
shares of Common Stock set forth below:

NAME AND ADDRESS OF ASSIGNEE                       NO. OF SHARES OF COMMON STOCK
----------------------------                       -----------------------------





and does hereby  irrevocably  constitute and appoint  _________________________
attorney-in-fact  to  register  such  transfer  on  the  books  of  ____________
____________  maintained for the purpose, with full power of substitution in the
premises.

Dated:   ____________          Print Name:____________________________

                                        Signature:______________________________

                                        Witness:_______________________________

NOTICE:           The signature on this assignment must correspond with the name
                  as  written  upon  the  face of the  within  Warrant  in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever.



                                       14