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Warrant Agreement

35541_5 - 75205/00005NYDOCS:270387.4
NYDOCS:270387.4
                                    EXHIBIT A

                                WARRANT AGREEMENT

                                 July ___, 2000

INSTITUTIONAL EQUITY CORPORATION
CAPITAL WEST SECURITIES, INC.
     As Representatives of the Several Underwriters
5910 North Central Expressway, Suite 1480
Dallas, Texas 75206

Gentlemen:

         Catalog.com,  Inc., an Oklahoma  corporation  (the  "Company"),  hereby
agrees to sell to you, and you hereby  agree to purchase  from the Company at an
aggregate purchase price of $100, stock purchase warrants (the "Representatives'
Warrants") covering 100,000 shares (the "Shares") of the Company's Common Stock,
$.01 par value (the  "Common  Stock").  The  Representatives'  Warrants  will be
exercisable by you as to all or any lesser number of Shares covered thereby,  at
the Purchase Price per Share as defined below, at any time and from time to time
on and after the first anniversary of the date hereof and ending at 5:00 p.m. on
the fifth anniversary of the effective date of the Registration Statement.

1.       Definitions.

         As used  herein,  the  following  terms,  unless the context  otherwise
requires, shall have for all purposes hereof the following meanings:

         The term "Act" refers to the Securities Act of 1933, as amended.

         The term  "Affiliate"  of any Person  refers to any Person  directly or
indirectly controlling, controlled by or under direct or indirect common control
with,  such other Person.  A Person shall be deemed to control a corporation  if
such Person possesses,  directly or indirectly, the power to direct or cause the
direction of the management and policies of such  corporation,  whether  through
the ownership of voting securities, by contract or otherwise.

         The term "Commission" refers to the Securities and Exchange Commission.

         The term  "Common  Stock"  refers to all stock of any class or  classes
(however designated) of the Company, now or hereafter authorized, the holders of
which shall have the right without limitation as to amount,  either to all or to
a part of the balance of current  dividends and liquidating  dividends after the
payment of dividends and distributions on any Shares entitled to preference, and
the  holders  of which  shall  ordinarily,  in the  absence of  contingency,  be
entitled to vote for the election of a majority of the  directors of the Company
(even though the right so to vote has been suspended by the occurrence of such a
contingency).

         The term  "Current  Market  Price" on any date refers to the average of
the daily Market Price per Share for the 30 consecutive  Trading Days commencing
45 Trading Days before the date in question.

         The term "Exchange Act" refers to the Securities  Exchange Act of 1934,
as amended.

         The term "Market  Price" refers to the closing sale price on the Nasdaq
SmallCap  ("NASDAQ")  or, if no closing sale price is reported,  the closing bid
price of the Common Stock, as quoted on the Nasdaq National  Market,  or, if the
Common  Stock is not quoted on the Nasdaq  National  Market,  as reported by the
National Quotation Bureau Incorporated. If Market Price cannot be established as
described above, Market Price shall be the fair market value of the Common Stock
as determined in good faith by the Board of Directors whose  determination shall
be conclusive.


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Warrant Agreement

                                      A-15

35541_5 - 75205/00005NYDOCS:270387.4
         The term "Other  Securities"  refers to any  securities  of the Company
(other than Common Stock) or any other person (corporate or otherwise) which the
holders  of the  Representatives'  Warrants  at any time  shall be  entitled  to
receive,  or shall have  received,  upon the  exercise  of the  Representatives'
Warrants,  in lieu of or in addition to Common Stock, or which at any time shall
be  issuable  or shall have been issued in  exchange  for or in  replacement  of
Common Stock or Other Securities pursuant to Section 6 below or otherwise.

         The  term  "Person"   refers  to  an  individual,   a  partnership,   a
corporation,  a trust, a joint venture,  an  unincorporated  organization  and a
government or any department or agency thereof.

         The term  "Prospectus"  shall mean the final prospectus of the Company,
dated the date hereof, relating to the offer and sale of Common Stock.

         The term "Purchase Price" refers to the purchase price per Share of the
Common Stock subject to this  Agreement.  The Purchase Price shall equal to 115%
of the initial  offering price to public of the Common Stock as set forth in the
Prospectus, subject to adjustment as provided in Section 6 below.

         The term  "Registration  Statement" refers to a Registration  Statement
filed  with  the  Commission  pursuant  to  the  Rules  and  Regulations  of the
Commission promulgated under the Act.

         The term  "Trading  Day" shall mean a day on which the Nasdaq  National
Market System or the principal national  securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business.

         The term "Underlying  Stock" refers to the Shares (or Other Securities)
issuable under this Warrant Agreement  pursuant to the exercise,  in whole or in
part, of the Representatives' Warrants.

         The  purchase  and sale of the  Representatives'  Warrants  shall  take
place,  and the purchase price therefor shall be paid by delivery of your check,
simultaneously  with the  purchase  of and payment for any Shares as provided in
the Underwriting Agreement between the Company and you, dated the date hereof.

2.       Representations and Warranties.

         The Company represents and warrants to you as follows:

         (a) Corporate Action. The Company has all requisite corporate power and
authority,  and has taken all necessary corporate action, to execute and deliver
this  Agreement,  to  issue  and  deliver  the  Representatives'   Warrants  and
certificates  evidencing  same,  and to authorize and reserve for issuance,  and
upon payment from time to time of the Purchase  Price to issue and deliver,  the
Shares.

         (b) No Violation. Neither the execution nor delivery of this Agreement,
the  consummation  of the actions herein  contemplated  nor compliance  with the
terms and  provisions  hereof will  conflict  with, or result in a breach of, or
constitute  a default  or an event  permitting  acceleration  under,  any of the
terms,  provisions or conditions of the Articles of  Incorporation  or Bylaws of
the Company or any indenture,  mortgage,  deed of trust, note, bank loan, credit
agreement,  franchise, license, lease, permit, judgment, decree, order, statute,
rule or regulation or any other agreement,  understanding or instrument to which
the Company is a party or by which it is bound.

3.       Compliance with the Act.

         (a)  Transferability of Representatives'  Warrants.  You agree that the
Representatives' Warrants may not be transferred, sold, assigned or hypothecated
for a period of one (1) year from the date hereof, except to (i) persons who are
officers of you; (ii) a successor to you in a merger or  consolidation;  (iii) a
purchaser of all or substantially all of your assets;  (iv) your shareholders in
the event you are  liquidated or dissolved;  and (v) persons who are officers or
partners of participating broker-dealers.


<PAGE>


         (b)  Registration of Underlying  Stock.  The Underlying  Stock issuable
upon the exercise of the Representatives' Warrants has not been registered under
the Act. You agree not to make any sale or other  disposition  of the Underlying
Stock except  pursuant to a Registration  Statement  which has become  effective
under  the Act,  setting  forth  the terms of such  offering,  the  underwriting
discount and the commissions and any other pertinent data with respect  thereto,
unless you have  provided  the  Company  with an  opinion of counsel  reasonably
acceptable to the Company that such registration is not required.

         (c)  Inclusion  in  Registration  of Other  Securities.  If at any time
commencing one year after the date hereof but prior to the fifth  anniversary of
the date hereof,  the Company shall propose the  registration  on an appropriate
form under the Act of any Shares or Other Securities, the Company shall at least
30 days  prior to the filing of such  Registration  Statement  give you  written
notice,  or telegraphic or telephonic  notice followed as soon as practicable by
written  confirmation  thereof, of such proposed  registration and, upon written
notice,  or telegraphic or telephonic  notice followed as soon as practicable by
written  confirmation  thereof,  given to the Company  within five business days
after the giving of such  notice by the  Company,  shall  include or cause to be
included  in  any  such  Registration  Statement  all  or  such  portion  of the
Underlying Stock as you may request, provided,  however, that the Company may at
any time withdraw or cease proceeding with any such  registration if it shall at
the same time withdraw or cease  proceeding with the registration of such Common
Stock or such Other Securities originally proposed to be registered.

                  Notwithstanding   any  provision  of  this  Agreement  to  the
contrary,   if  any  holder  of   Representatives'   Warrants   exercises   such
Representatives'  Warrants but shall not have included all the Underlying  Stock
in a Registration  Statement  which  complies with Section  10(a)(3) of the Act,
which has been effective for at least 30 calendar days following the exercise of
the Representatives' Warrants, the registration rights set forth in this Section
3(c)  shall be  extended  until such time as (i) such a  Registration  Statement
including such Underlying Stock has been effective for at least 30 calendar days
or  (ii)  in the  opinion  of  counsel  satisfactory  to you  and  the  Company,
registration  is not required under the Act or under  applicable  state laws for
resale of the Underlying Stock in the manner proposed.

     (d) Company's Obligations in Registration.  In connection with any offering
of Underlying Securities pursuant to Section 3(c) above, the Company shall:

     (i)  Notify  you  as to  the  filing  thereof  and  of  all  amendments  or
supplements thereto filed prior to the effective date thereof;

     (ii) Comply with all applicable rules and regulations of the Commission;

     (iii) Notify you immediately,  and confirm the notice in writing,  (1) when
the  Registration  Statement  becomes  effective,  (2)  of the  issuance  by the
Commission of any stop order or of the initiation,  or the  threatening,  of any
proceedings  for  that  purpose,  (3)  of the  receipt  by  the  Company  of any
notification  with respect to the suspension of  qualification of the Underlying
Securities  for  sale  in  any  jurisdiction  or  of  the  initiation,   or  the
threatening,  of any  proceedings for that purpose and (4) of the receipt of any
comments,  or requests for  additional  information,  from the Commission or any
state regulatory authority.  If the Commission or any state regulatory authority
shall enter such a stop order or order suspending qualification at any time, the
Company will make every reasonable effort to obtain the lifting of such order as
promptly as practicable.



<PAGE>


     (iv) During the time when a Prospectus  is required to be  delivered  under
the Act  during the  period  required  for the  distribution  of the  Underlying
Securities, comply so far as it is able with all requirements imposed upon it by
the Act, as  hereafter  amended,  and by the Rules and  Regulations  promulgated
thereunder,  as from time to time in force,  so far as  necessary  to permit the
continuance of sales of or dealings in the Underlying Securities. If at any time
when a  Prospectus  relating  to the  Underlying  Securities  is  required to be
delivered  under the Act any event shall have occurred as a result of which,  in
the opinion of counsel for the Company or your counsel,  the Prospectus relating
to the Underlying  Securities as then amended or supplemented includes an untrue
statement of a material  fact or omits to state any material fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading,  or if it is necessary
at any time to amend such  Prospectus  to comply with the Act,  the Company will
promptly  prepare  and file with the  Commission  an  appropriate  amendment  or
supplement (in form satisfactory to you).

     (v)  Endeavor in good faith,  in  cooperation  with you, at or prior to the
time the Registration  Statement  becomes  effective,  to qualify the Underlying
Securities  for  offering  and sale under the  securities  laws  relating to the
offering or sale of the Underlying  Securities of such  jurisdictions as you may
reasonably  designate  and to continue the  qualifications  in effect so long as
required for purposes of the sale of the Underlying Securities; provided that no
such  qualification  shall be required in any  jurisdiction  where,  as a result
thereof,  the  Company  would be subject to  service of general  process,  or to
taxation as a foreign  corporation doing business in such jurisdiction.  In each
jurisdiction  where such  qualification  shall be  effected,  the Company  will,
unless you agree that such  action is not at the time  necessary  or  advisable,
file and make such  statements or reports at such times as are or may reasonably
be  required  by the  laws  of  such  jurisdiction.  For  the  purposes  of this
paragraph,  "good  faith" is defined as the same  standard of care and degree of
effort  as the  Company  will  use to  qualify  its  securities  other  than the
Underlying Securities.

                  (vi)     Make generally  available to its security  holders as
                           soon as practicable, but not later than the first day
                           of the eighteenth  full calendar month  following the
                           effective  date  of the  Registration  Statement,  an
                           earnings  statement  (which need not be  certified by
                           independent  public or independent  certified  public
                           accountants  unless  required by the Act or the rules
                           and  regulations  promulgated  thereunder,  but which
                           shall satisfy the  provisions of Section 11(a) of the
                           Act)  covering  a period  of at least  twelve  months
                           beginning   after   the   effective   date   of   the
                           Registration Statement.

                  (vii)    After  the  effective   date  of  such   Registration
                           Statement,  prepare,  and promptly  notify you of the
                           proposed  filing  of,  and  promptly  file  with  the
                           Commission,  each and every  amendment or  supplement
                           thereto or to any  Prospectus  forming a part thereof
                           as may be  necessary to make any  statements  therein
                           not  misleading;  provided that no such  amendment or
                           supplement shall be filed if you shall object thereto
                           in writing  promptly  after  being  furnished  a copy
                           thereof.

                  (viii)   Furnish to you, as soon as  available,  copies of any
                           such  Registration  Statement and each preliminary or
                           final Prospectus, or supplement or amendment prepared
                           pursuant  thereto,  all in such quantities as you may
                           from time to time reasonably request;

                  (ix)     Make  such  representations  and  warranties  to  any
                           underwriter  of the  Underlying  Securities,  and use
                           your best efforts to cause Company  counsel to render
                           such   opinions   to   such   underwriter,   as  such
                           underwriter may reasonably request; and

     (x) Pay all costs and expenses incident to the performance of the Company's
obligations under Sections 3(c) and 3(d),  including,  without  limitation,  the
fees and  disbursements  of the Company's  auditors and legal counsel,  fees and
disbursements of legal counsel for you,  registration,  listing and filing fees,
printing  expenses and expenses in connection  with the transfer and delivery of
the  Underlying  Stock;  provided,  however,  that  the  Company  shall  not  be
responsible for  compensation  and  reimbursement of expenses to underwriters or
selling agents for the included Underlying Securities.

     (e)  Agreements  by  Warrant  Holder.  In  connection  with the filing of a
Registration Statement pursuant to Section 3(c) above, if you participate in the
offering by including the Underlying Securities owned by you, you agree:



<PAGE>


                  (i)      To  furnish  the  Company  all  material  information
                           requested by the Company concerning yourself and your
                           holdings  of   securities  of  the  Company  and  the
                           proposed  method of sale or other  disposition of the
                           Underlying  Securities and such other information and
                           undertakings  as  shall  be  reasonably  required  in
                           connection  with the  preparation  and  filing of any
                           such Registration Statement covering all or a part of
                           the Underlying Securities and in order to ensure full
                           compliance with the Act; and

                  (ii)     To  cooperate  in good faith with the Company and its
                           underwriters,   if  any,  in  connection   with  such
                           registration,   including   placing  the   Underlying
                           Securities  to  be  included  in  such   Registration
                           Statement in escrow or custody to facilitate the sale
                           and distribution thereof.

         (f) Indemnification.  The Company shall indemnify and hold harmless you
and any  underwriter  (as defined in the Act) for you, and each person,  if any,
who respectively  controls you or such underwriter within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against any loss, liability,
claim,  damage and expense whatsoever  (including but not limited to any and all
expense whatsoever reasonably incurred in investigating,  preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever), joint
or several,  to which any of you or such underwriter or such controlling  person
becomes subject,  under the Act or otherwise,  insofar as such loss,  liability,
claim,  damage and expense (or actions in respect  thereof)  arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in (i) a Registration Statement covering the Underlying Securities, in
the prospectus  contained  therein,  or in an amendment or supplement thereto or
(ii) in any  application  or other  document or  communication  (in this Section
collectively  called  "application")  executed by or on behalf of the Company or
based upon written information furnished by or on behalf of the Company filed in
any  jurisdiction  in order to  qualify  the  Underlying  Securities  under  the
securities laws thereof or filed with the  Commission,  or arise out of or based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
provided,  however,  that the Company shall not be obligated to indemnify in any
such case to the extent that any such loss, claim, damage,  expense or liability
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission or alleged  omission made in reliance upon, and in conformity  with,
written  information  respectively  furnished by you or such underwriter or such
controlling  person for use in the Registration  Statement,  or any amendment or
supplement thereto, or any application, as the case may be.

                  If any action is brought  against a person in respect of which
indemnity  may  be  sought  against,  the  Company  pursuant  to  the  foregoing
paragraph,  such  person  shall  promptly  notify the  Company in writing of the
institution  of such  action and the  Company  shall  assume the  defense of the
action,  including the employment of counsel  (satisfactory  to the  indemnified
person in its  reasonable  judgment)  and payment of expenses.  The  indemnified
person shall have the right to employ its or their own counsel in any such case,
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
indemnified  person or unless the  employment  of such  counsel  shall have been
authorized  in writing  by the  Company in  connection  with the  defense of the
action or the  Company  shall not have  employed  counsel to have  charge of the
defense of the action or the indemnified person shall have reasonably  concluded
that there may be defenses  available to it or them which are different  from or
additional  to those  available to the Company (in which case the Company  shall
not have the  right to  direct  the  defense  of the  action  on  behalf  of the
indemnified  person),  in any of which events  these fees and expenses  shall be
borne  by  the   Company.   Anything   in  this   paragraph   to  the   contrary
notwithstanding, the Company shall not be liable for any settlement of any claim
or  action  effected  without  its  written  consent.  The  Company's  indemnity
agreements  contained  in this  Section  shall  remain in full  force and effect
regardless of any investigation made by or on behalf of any indemnified  person,
and shall survive any termination of this Agreement. The Company agrees promptly
to notify you of the  commencement of any litigation or proceedings  against the
Company or any of its officers or directors in connection with the  Registration
Statement pursuant to Section 3(c) above.


<PAGE>


                  If you choose to include any Underlying Securities in a public
offering pursuant to Section 3(c) or above, then you agree to indemnify and hold
harmless the Company and each of its  directors and officers who have signed any
such Registration Statement,  and any underwriter for the Company (as defined in
the Act), and each person,  if any, who controls the Company or such underwriter
within  the  meaning  of the Act,  to the same  extent as the  indemnity  by the
Company in this Section 3(f) but only with respect to  statements  or omissions,
if any,  made in such  Registration  Statement,  or any  amendment or supplement
thereto, or in any application in reliance upon, and in conformity with, written
information  furnished  by you  to  the  Company  for  use  in the  Registration
Statement,  or any amendment or supplement thereto,  or any application,  as the
case may be. In case any action  shall be brought in respect of which  indemnity
may be sought  against  you,  you shall have the rights and duties  given to the
Company,  and the persons so indemnified  shall have the rights and duties given
to you by the provisions of the first paragraph of this Section.

                  The Company  further agrees that, if the indemnity  provisions
of the  foregoing  paragraphs  are held to be  unenforceable,  any  holder  of a
Representatives'  Warrant or  controlling  person of such a holder  may  recover
contribution  from the Company in an amount which,  when added to  contributions
such holder or  controlling  person has  theretofore  received  or  concurrently
receives from officers and  directors of the Company or  controlling  persons of
the Company,  will reimburse  such holder or controlling  person for all losses,
claims, damages or liabilities and legal or other expenses;  provided,  however,
that if the full amount of the  contribution  specified  in this Section 3(f) is
not permitted by law, then such holder or  controlling  person shall be entitled
to  contribution  from the Company and its officers,  directors and  controlling
persons to the full extent permitted by law.

4.       Exercise of Representatives' Warrants.

         (a) Cash Exercise.  Each  Representatives'  Warrant may be exercised in
full or in part (but not as to a  fractional  Share) by the  holder  thereof  by
surrender of the Warrant  Certificate,  with the form of subscription at the end
thereof duly executed by such holder,  to the Company at its  principal  office,
accompanied by payment,  in cash or by certified or bank cashier's check payable
to the order of the Company,  in the respective  amount  obtained by multiplying
the number of Shares to be purchased by the Purchase Price per Share.

         (b) Net Exercise. Notwithstanding anything to the contrary contained in
Section 4(a), any holder of a Representatives' Warrant may elect to exercise the
Representatives'  Warrant  in full  or in  part  and  receive  Shares  on a ?net
exercise?  basis in an amount equal to the value of the Representatives' Warrant
by delivery of the form of subscription  attached to the Warrant Certificate and
surrender  of the  Representatives'  Warrant  at  the  principal  office  of the
Company, in which event the Company shall issue to the holder a number of Shares
computed using the following formula:

                           X=       (P)(Y)(A-B)
                                    -----------
                                             A

         Where:            X=       the number of Shares to be issued to holder.

                           P=       the portion of the Representatives'  Warrant
                                    being exercised (expressed as a fraction).

                           Y=       the total  number of  Shares  issuable  upon
                                    exercise of the Representatives' Warrant.

                           A=       the Current Market Price of one Share.

                           B=       Purchase Price.

         (c) Partial Exercise.  Prior to the expiration of the  Representatives'
Warrants,  upon any partial exercise,  the Company at its expense will forthwith
issue and deliver to or upon the order of the purchasing  holder,  a new Warrant
Certificate or  Certificates of like tenor, in the name of the holder thereof or
as such holder (upon payment by such holder of any  applicable  transfer  taxes)
may request calling in the aggregate for the purchase of the number of Shares of
the  Underlying  Stock equal to the number of such Shares called for on the face
of the Warrant  Certificate  (after giving effect to any  adjustment  therein as
provided  in Section 6 below)  minus the  number of such  Shares  (after  giving
effect to such adjustment)  designated by the holder in the aforementioned  form
of subscription.


<PAGE>


         (d) Company to Reaffirm  Obligations.  The Company will, at the time of
any  exercise of any  Representatives'  Warrant,  upon the request of the holder
thereof,  acknowledge  in writing its  continuing  obligation  to afford to such
holder any rights (including without limitation any right to registration of the
Shares  issued upon such  exercise)  to which such holder  shall  continue to be
entitled  after  such  exercise  in  accordance  with  the  provisions  of  this
Agreement;  provided,  however, that if the holder of a Representatives' Warrant
shall  fail to make  any  such  request,  such  failure  shall  not  affect  the
continuing obligation of the Company to afford to such holder any such rights.

5.       Delivery of Certificates on Exercise.

         As soon as  practicable  after  the  exercise  of any  Representatives'
Warrant in full or in part, and in any event within twenty days thereafter,  the
Company at its  expense  (including  the payment by it of any  applicable  issue
taxes) will cause to be issued in the name of and  delivered  to the  purchasing
holder thereof,  a certificate or certificates  for the number of fully paid and
nonassessable  shares of the  Underlying  Stock to which  such  holder  shall be
entitled upon such exercise,  plus in lieu of any fractional share to which such
holder would  otherwise be entitled,  cash in an amount  determined  pursuant to
Section  7(g),  together with any other stock or other  securities  and property
(including  cash,  where  applicable) to which such holder is entitled upon such
exercise pursuant to Section 6 below or otherwise.

6.       Anti-Dilution Provisions.

         The  Representatives'  Warrants are subject to the following  terms and
conditions during the term thereof:

         (a) Stock  Distributions and Splits. In case (i) the outstanding Shares
(or Other  Securities)  shall be subdivided  into a greater  number of shares or
(ii) a dividend in Common Stock (or Other  Securities)  shall be paid in respect
of Common Stock (or Other  Securities),  the Purchase  Price per Share in effect
immediately  prior to such subdivision or at the record date of such dividend or
distribution shall  simultaneously with the effectiveness of such subdivision or
immediately   after  the  record  date  of  such  dividend  or  distribution  be
proportionately  reduced;  and if outstanding Shares (or Other Securities) shall
be combined  into a smaller  number of shares  thereof,  the Purchase  Price per
Share in effect immediately prior to such combination shall  simultaneously with
the effectiveness of such combination be proportionately increased. Any dividend
paid or  distributed  on the Common Stock (or Other  Securities) in stock or any
other securities  convertible into Shares (or Other Securities) shall be treated
as a dividend  paid in Common  Stock (or Other  Securities)  to the extent  that
Shares (or Other Securities) are issuable upon the conversion thereof.

         (b)  Adjustments.  Whenever the Purchase Price per Share is adjusted as
provided in Section 6(a) above,  the number of Shares  purchasable upon exercise
of the  Representatives'  Warrants  immediately  prior  to such  Purchase  Price
adjustment shall be adjusted,  effective simultaneously with such Purchase Price
adjustment, to equal the product obtained (calculated to the nearest full Share)
by  multiplying  such number of Shares by a fraction,  the numerator of which is
the Purchase Price per Share in effect  immediately prior to such Purchase Price
adjustment  and the  denominator  of which is the  Purchase  Price  per Share in
effect upon such Purchase  Price  adjustment,  which  adjusted  number of Shares
shall  thereupon  be the  number  of Shares  purchasable  upon  exercise  of the
Representatives' Warrants until further adjusted as provided herein.


<PAGE>


         (c)  Reorganizations.  In case the Company  shall be  recapitalized  by
reclassifying  its outstanding  Common Stock (or Other  Securities) into a stock
with a different par value or by changing its outstanding Common Stock (or Other
Securities)  with par value to stock without par value,  then, as a condition of
such  reorganization,  lawful and adequate  provision shall be made whereby each
holder  of a  Representatives'  Warrant  shall  thereafter  have  the  right  to
purchase,  upon the terms and conditions specified herein, in lieu of the Shares
(or  Other  Securities)   theretofore  purchasable  upon  the  exercise  of  the
Representatives'  Warrants,  the kind and  amount  of  shares of stock and other
securities  receivable upon such  recapitalization  by a holder of the number of
Shares  (or Other  Securities)  which the holder of a  Representatives'  Warrant
might  have  purchased  immediately  prior  to  such  recapitalization.  If  any
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially all of its assets to another corporation, shall be effected
in such a way that holders of Common  Stock shall be entitled to receive  stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such consolidation,  merger or sale, lawful and adequate provisions
shall be made  whereby  the holder  hereof  shall  thereafter  have the right to
purchase and receive upon the basis and upon the terms and conditions  specified
in this  Warrant  Agreement  and in lieu of the Shares  immediately  theretofore
purchasable and receivable upon the exercise of the rights  represented  hereby,
such  shares of stock,  securities  or assets as may be issued or  payable  with
respect to or in exchange for a number of outstanding Shares equal to the number
of Shares of such stock immediately  theretofore purchasable and receivable upon
the exercise of the rights represented hereby had such consolidation,  merger or
sale not taken place, and in any such case,  appropriate provision shall be made
with  respect to the rights and  interests  of the  holders of  Representatives'
Warrants to the end that the provisions  hereof  (including  without  limitation
provisions  for  adjustments  of the Purchase  Price and of the number of Shares
purchasable and receivable upon the exercise of the  Representatives'  Warrants)
shall  thereafter be applicable,  as nearly as may be, in relation to any shares
of stock,  securities or assets thereafter  deliverable upon the exercise hereof
(including an immediate  adjustment,  by reason of such consolidation or merger,
of the Purchase  Price to the value for the Common Stock  reflected by the terms
of such  consolidation  or  merger if the  value so  reflected  is less than the
Purchase Price in effect immediately prior to such consolidation or merger).  In
the event of a merger  or  consolidation  of the  Company  with or into  another
corporation as a result of which a number of Shares of the surviving corporation
greater or lesser  than the number of Shares  outstanding  immediately  prior to
such merger or  consolidation  are  issuable  to holders of Common  Stock of the
Company,  then the Purchase Price in effect  immediately prior to such merger or
consolidation  shall be  adjusted  in the same  manner  as though  there  were a
subdivision  or  combination  of the  outstanding  Shares.  The Company will not
effect any such consolidation,  merger or sale, unless prior to the consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or merger or the  corporation  purchasing such assets shall
assume by written instrument  executed and mailed or delivered to the registered
holder  hereof at the last address of such holder  appearing on the books of the
Company,  the  obligation  to  deliver  to such  holder  such  shares  of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
holder may be entitled to purchase.  If a purchase,  tender or exchange offer is
made to and accepted by the holders of more than of the outstanding  Shares, the
Company  shall not  effect  any  consolidation,  merger or sale with the  Person
having made such offer or with any Affiliate of such Person, unless prior to the
consummation   of  such   consolidation,   merger   or  sale  the   holders   of
Representatives' Warrants shall have been given a reasonable opportunity to then
elect to receive  upon the  exercise  of  Representatives'  Warrants  either the
stock,  securities  or assets then  issuable with respect to the Common Stock of
the Company or the stock,  securities  or assets,  or the  equivalent  issued to
previous holders of the Common Stock in accordance with such offer.

         (d) Effect of  Dissolution  or  Liquidation.  In case the Company shall
dissolve or liquidate all or substantially  all of its assets,  all rights under
this  Agreement  shall  terminate  as of the date upon  which a  certificate  of
dissolution  or  liquidation  shall be filed with the  Secretary of the State of
Oklahoma (or, if the Company  theretofore shall have been merged or consolidated
with a corporation  incorporated  under the laws of another state, the date upon
which action of  equivalent  effect shall have been taken);  provided,  however,
that (i) no  dissolution  or  liquidation  shall affect the rights under Section
6(c) of any holder of a Representatives' Warrant and (ii) if the Company's Board
of Directors shall propose to dissolve or liquidate the Company,  each holder of
a Representatives' Warrant shall be given written notice of such proposal at the
earlier of (x) the time when the Company's  shareholders  are first given notice
of the  proposal or (y) the time when notice to the  Company's  shareholders  is
first required.

         (e) Notice of Change of Purchase Price. Whenever the Purchase Price per
Share or the kind or amount of securities purchasable under the Representatives'
Warrants shall be adjusted  pursuant to any of the provisions of this Agreement,
the  Company  shall  forthwith  thereafter  cause to be sent to each holder of a
Representatives'  Warrant,  a certificate  setting forth the  adjustments in the
Purchase Price per Share and/or in such number of Shares, and also setting forth
in detail the facts requiring, such adjustments,  including without limitation a
statement of the  consideration  received or deemed to have been received by the
Company  for  any  additional  shares  of  stock  issued  by it  requiring  such
adjustment.  In  addition,  the  Company  at its  expense  shall  within 90 days
following the end of each of its fiscal years during the term of this Agreement,
and promptly  upon the  reasonable  request of any holder of a  Representatives'
Warrant in connection  with the exercise from time to time of all or any portion
of any Representatives'  Warrant, cause independent certified public accountants
of recognized standing selected by the Company to compute any such adjustment in
accordance  with the  terms  of the  Representatives'  Warrants  and  prepare  a
certificate  setting forth such  adjustment and showing in detail the facts upon
which such adjustment is based.


<PAGE>


         (f)  Notice of a Record  Date.  In the  event of (i) any  taking by the
Company of a record of the holders of any class of securities for the purpose of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash  dividend  payable  out of earned  surplus of the  Company) or other
distribution,  or any right to subscribe for,  purchase or otherwise acquire any
shares of stock of any class or any other securities or property,  or to receive
any  other  right,  (ii)  any  capital  reorganization  of the  Company,  or any
reclassification or recapitalization of the capital stock of the Company, or any
transfer  of all or  substantially  all of the  assets  of the  Company  to,  or
consolidation  or merger of the Company with or into,  any other person or (iii)
any voluntary or involuntary dissolution or liquidation of the Company, then and
in each such event the Company will mail or cause to be mailed to each holder of
a  Representatives'  Warrant a notice  specifying not only the date on which any
such record is to be taken for the  purpose of such  dividend,  distribution  or
right and stating the amount and  character of such  dividend,  distribution  or
right,  but also the date on which  any such  reorganization,  reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up  is to take place,  and the time,  if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
Shares (or other  Securities) for securities or other property  deliverable upon
such    reorganization,     reclassification,     recapitalization,    transfer,
consolidation, merger, dissolution, liquidation or winding-up. Such notice shall
be mailed at least  twenty (20) days prior to the  proposed  record date therein
specified.

7.       Further Covenants of the Company.

         (a)  Reservation  of Stock.  The Company shall at all times reserve and
keep  available,  solely for  issuance  and  delivery  upon the  exercise of the
Representatives'  Warrants,  all  Shares  from  time to time  issuable  upon the
exercise of the  Representatives'  Warrants and shall take all necessary actions
to ensure that the par value per Share,  if any, of the Underlying  Stock is, at
all times equal to or less than the then effective Purchase Price per Share.

         (b) Title to Shares.  All shares of the Underlying Stock delivered upon
the exercise of the  Representatives'  Warrants shall be validly  issued,  fully
paid and nonassessable;  each holder of a Representatives' Warrant shall receive
good and marketable title to the Underlying  Stock, free and clear of all voting
and other trust arrangements,  liens, encumbrances,  equities and adverse claims
whatsoever; and the Company shall have paid all taxes, if any, in respect of the
issuance thereof.

         (c) Listing on Securities  Exchanges;  Registration.  If the Company at
any time shall list any Common Stock on any national  securities  exchange,  the
Company  will,  at its  expense,  simultaneously  list  on such  exchange,  upon
official notice of issuance upon the exercise of the Representatives'  Warrants,
and maintain  such listing of, all shares of the  Underlying  Stock from time to
time  issuable  upon the  exercise  of the  Representatives'  Warrants;  and the
Company will so list on any national securities  exchange,  will so register and
will maintain such listing of, any Other  Securities if and at the time that any
securities  of like  class or  similar  type  shall be listed  on such  national
securities exchange by the Company.

         (d)  Exchange of  Representatives'  Warrants.  Subject to Section  3(a)
hereof,  upon surrender for exchange of any Warrant  Certificate to the Company,
the Company at its expense will promptly  issue and deliver to or upon the order
of the holder thereof a new Warrant  Certificate or  certificates of like tenor,
in the name of such holder or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate for the purchase
of the  number  of  Shares  called  for on the  face  or  faces  of the  Warrant
Certificate or Certificates so surrendered.

         (e) Replacement of Representatives'  Warrants. Upon receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of any Warrant  Certificate  and, in the case of any such loss, theft
or destruction,  upon delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company or, in the case of any such  mutilation,  upon
surrender and  cancellation  of such Warrant  Certificate,  the Company,  at the
expense of the warrant holder will execute and deliver,  in lieu thereof,  a new
Warrant Certificate of like tenor.

         (f)  Reporting by the Company.  The Company  agrees that, if it files a
Registration Statement during the term of the Representatives' Warrants, it will
use its best  efforts  to keep  current  in the  filing  of all  forms and other
materials  which it may be  required  to file  with the  appropriate  regulatory
authority pursuant to the Exchange Act, and all other forms and reports required
to be filed with any regulatory authority having jurisdiction over the Company.

         (g) Fractional  Shares.  No fractional Shares are to be issued upon the
exercise  of any  Representatives'  Warrant,  but the  Company  shall pay a cash
adjustment  in respect of any  fraction  of a Share  which  would  otherwise  be
issuable in an amount equal to the same fraction of the highest market price per
Share on the day of exercise, as determined by the Company.


<PAGE>


8.       Other Holders.

         The  Representatives'  Warrants are issued upon the following terms, to
all of which each holder or owner  thereof by the taking  thereof  consents  and
agrees as  follows:  (a) any person who shall  become a  transferee,  within the
limitations on transfer  imposed by Section 3(a) hereof,  of a  Representatives'
Warrant properly  endorsed shall take such  Representatives'  Warrant subject to
the  provisions  of Section 3(a) hereof and  thereupon  shall be  authorized  to
represent  himself as absolute  owner thereof and,  subject to the  restrictions
contained in this  Agreement,  shall be empowered to transfer  absolute title by
endorsement  and delivery  thereof to a permitted bona fide purchaser for value;
(b) each prior taker or owner waives and renounces all of his equities or rights
in such  Representatives'  Warrant  in favor of each  such  permitted  bona fide
purchaser,  and each such permitted bona fide purchaser  shall acquire  absolute
title thereto and to all rights  presented  thereby;  (c) until such time as the
respective  Representatives' Warrant is transferred on the books of the Company,
the  Company  may treat the  registered  holder  thereof as the  absolute  owner
thereof for all purposes, notwithstanding any notice to the contrary and (d) all
references to the word "you" in this Warrant  Agreement shall be deemed to apply
with equal effect to any person to whom a Warrant  Certificate  or  Certificates
have  been   transferred  in  accordance  with  the  terms  hereof,   and  where
appropriate, to any person holding shares of the Underlying Stock.

9.       Miscellaneous.

         All  notices,  certificates  and  other  communications  from or at the
request of the Company to the holder of any  Representatives'  Warrant  shall be
mailed by first class,  registered or certified mail,  postage prepaid,  to such
address as may have been furnished to the Company in writing by such holder, or,
until an  address is so  furnished,  to the  address of the last  holder of such
Representatives'  Warrant who has so furnished an address to the Company, except
as otherwise provided herein.  This Agreement and any of the terms hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of such change, waiver,  discharge
or  termination  is sought.  This  Agreement  shall be construed and enforced in
accordance with and governed by the laws of the State of Texas.  The headings in
this  Agreement are for reference  only and shall not limit or otherwise  affect
any of the terms hereof. This Agreement,  together with the forms of instruments
annexed hereto as Schedule I, constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.

         IN WITNESS  WHEREOF,  this Warrant  Agreement has been duly executed on
the date hereof.

Catalog.com, Inc.

By:_________________________________
Robert W. Crull
President


Institutional Equity Corporation

By:_________________________________
Robert A. Shuey, III


<PAGE>



35541_5 - 75205/00005NYDOCS:270387.4
                                   SCHEDULE I

                                CATALOG.COM, INC.

                               Warrant Certificate

           Evidencing Right to Purchase 100,000 Shares of Common Stock

         This is to certify that  Institutional  Equity  Corporation  ("IEC") or
assigns,  is  entitled  to purchase at any time or from time to time after 10:00
a.m., Dallas,  Texas time, on July ___, 2000 and until 5:00 p.m., Dallas,  Texas
time,  on July  _____,  2005 up to the above  referenced  number of shares  (the
"Shares") of Common Stock, $.01 par value (the "Common Stock"),  of Catalog.com,
Inc., a Oklahoma corporation (the "Company"), for the consideration specified in
Section 4 of the Warrant Agreement dated the date hereof between the Company and
IEC (the  "Warrant  Agreement"),  pursuant to which this Warrant is issued.  All
rights of the holder of this  Warrant  Certificate  are subject to the terms and
provisions  of  the  Warrant  Agreement,  copies  of  which  are  available  for
inspection at the office of the Company.  Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Warrant Agreement.

         The Shares  issuable  upon the  exercise of this  Warrant have not been
registered  under the  Securities  Act of 1933,  as amended (the "Act"),  and no
distribution  of  such  Shares  may  be  made  until  the   effectiveness  of  a
Registration  Statement  under the Act covering  such  Shares.  Transfer of this
Warrant  Certificate  is  restricted  as provided in Section 3(a) of the Warrant
Agreement.

         This Warrant has been issued to the  registered  owner in reliance upon
written  representations  necessary  to ensure  that this  Warrant was issued in
accordance with an appropriate  exemption from registration under any applicable
state and federal  securities laws, rules and regulations.  This Warrant may not
be sold, transferred,  or assigned unless, in the opinion of the Company and its
legal counsel, such sale, transfer or assignment will not be in violation of the
Act, applicable rules and regulations of the Securities and Exchange Commission,
and any applicable state securities laws.

         Subject to the  provisions  of the Act and of such  Warrant  Agreement,
this Warrant Certificate and all rights hereunder are transferable,  in whole or
in part,  at the offices of the  Company,  by the holder  hereof in person or by
duly authorized attorney,  upon surrender of this Warrant Certificate,  together
with the  Assignment  hereof  duly  endorsed.  Until  transfer  of this  Warrant
Certificate  on the books of the Company,  the Company may treat the  registered
holder hereof as the owner hereof for all purposes.

         Any Shares (or other  securities)  which are  acquired  pursuant to the
exercise  of this  Warrant  shall be  acquired  in  accordance  with the Warrant
Agreement and certificates  representing all securities so acquired shall bear a
restrictive legend reading substantially as follows:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933 OR UNDER ANY  APPLICABLE  STATE LAW.  THEY MAY NOT BE OFFERED  FOR
         SALE, SOLD,  TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION  UNDER THE
         SECURITIES ACT OF 1933 AND ANY APPLICABLE  STATE LAW, OR (2) AN OPINION
         OF COUNSEL  (SATISFACTORY TO THE CORPORATION)  THAT REGISTRATION IS NOT
         REQUIRED.

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

Date: July ___, 2000.

                                                     Catalog.com, Inc.

                                                     By:
                                                    ---------------------------


<PAGE>


                                  SUBSCRIPTION

                                   (To be signed only upon exercise of Warrant)



To:  Catalog.com, Inc.

         The undersigned, the holder of the enclosed Warrant Certificate, hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
Certificate for, and to purchase thereunder,  _________________ shares of Common
Stock, $.01 par value, of Catalog.com,  Inc. and either tenders herewith payment
of the  purchase  price in full in the form of cash or a certified  or cashier's
check in the amount of  $______________  therefor or, if the undersigned  elects
pursuant  to Section  4(b) of the Warrant  Agreement  referred to in the Warrant
Certificate to convert the enclosed Warrant Certificate into Common Stock by net
issuance,  the undersigned  exercises the Warrant by exchange under the terms of
said Section 4(b), and requests that the  certificate or  certificates  for such
Shares be issued in the name of and delivered to the undersigned.

Date:    ______________________________



         ----------------------------------------
         (Signature must conform
         in all respects to name
         of holder as specified on
         the face of the Warrant
         Certificate)


         ---------------------------------------

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






         Please  indicate in the space below the number of Shares  called for on
the face of the Warrant Certificate (or, in the case of a partial exercise,  the
portion  thereof as to which the  Warrant is being  exercised),  in either  case
without  making any  adjustment  for  additional  Shares or other  securities or
property or cash which,  pursuant to the  adjustment  provisions of the Warrant,
may be  deliverable  upon  exercise and whether the exercise is a cash  exercise
pursuant to Section 4(a) of the Warrant  Agreement  or a net  issuance  exercise
pursuant to Section 4(b) of the Warrant Agreement.

Number of Shares:__________

Cash:____________________

Net issuance:______________


<PAGE>


                                   ASSIGNMENT

                                   (To be signed only upon transfer of Warrant)


For value  received,  the undersigned  hereby sells,  assigns and transfers unto
____________________________________  the  right  represented  by  the  enclosed
Warrant  Certificate  to purchase  ____________________  shares of Common Stock,
$.01 par value,  of  Catalog.com,  Inc. with full power of  substitution  in the
premises.

         The undersigned  represents and warrants that the transfer, in whole in
or in part,  of such  right to  purchase  represented  by the  enclosed  Warrant
Certificate  is permitted by the terms of the Warrant  Agreement  referred to in
the Warrant  Certificate,  and the transferee  hereof, by his acceptance of this
Assignment, represents and warrants that he or she is familiar with the terms of
such Warrant Agreement and agrees to be bound by the terms thereof with the same
force and effect as if a signatory thereto.

Date:___________________




         (Signature must conform
         in all respects to name of
         holder as specified on
         the face of the Warrant
         Certificate)



         (Address)



Signed in the presence of:
                          ---------------------------------------------



<PAGE>


                                       -2-