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                                                                     EXHIBIT 4.7

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                          INTERNET PICTURES CORPORATION

                          TRANCHE A WARRANT TO PURCHASE

                      SERIES B CONVERTIBLE PREFERRED STOCK

NO. PW-____                                                        May 14, 2001

                            VOID AFTER MAY 14, 2006

         THIS CERTIFIES THAT, for value received, IMAGE INVESTOR PORTFOLIO, a
separate series of MEMPHIS ANGELS, LLC, a Delaware limited liability company, or
assigns (the "HOLDER" or "PURCHASER"), is entitled to subscribe for and purchase
at the Exercise Price (defined below) from INTERNET PICTURES CORPORATION, a
Delaware corporation, with its principal office at 1009 Commerce Park Dr., Oak
Ridge, TN 37830 (the "COMPANY") up to ____________ shares of Series B
Convertible Preferred Stock of the Company (the "SERIES B PREFERRED STOCK"), as
provided herein.

         This Warrant is being issued in connection with the Securities Purchase
Agreement, dated as of the date hereof by and between the Company and Image
Investor Portfolio, a separate series of Memphis Angels, LLC, a Delaware limited
liability company (the "PURCHASE AGREEMENT"). This Warrant shall initially
entitle the Holder to subscribe for and purchase ______ shares of Series B
Preferred Stock. Upon consummation of the Second Closing (as defined in the
Purchase Agreement), this Warrant shall entitle the Holder to subscribe for and
purchase _______ shares of Series B Preferred Stock.

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

         "EXERCISE PERIOD" shall mean the time period commencing with the date
of this Warrant and ending five years later.

         "EXERCISE PRICE" shall mean $_____ per share, subject to adjustment
pursuant to Section 4.2 below.

         "EXERCISE SHARES" shall mean the shares of the Company's Series B
Preferred Stock issuable upon exercise of this Warrant, subject to adjustment
pursuant to the terms herein, including but not limited to adjustment pursuant
to Section 4.2 below.



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         "MAJORITY WARRANT HOLDERS" shall mean the holders (the "HOLDERS") of
warrants issued in connection with the Purchase Agreement (the "WARRANTS")
representing the right to acquire more than fifty percent (50%) of the Series B
Preferred Stock underlying all of the then-outstanding Warrants.

         2. EXERCISE OF WARRANT.

         2.1. OPTIONAL EXERCISE. Provided that all filings of the Holder, if
any, to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, as required with respect to such Purchaser by Section 6.3 of the
Purchase Agreement have been made and related waiting periods applicable to the
Holder have expired or have been terminated early, the rights represented by
this Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company at its address set
forth above (or at such other address as it may designate by notice in writing
to the Holder):

                  (a) An executed Notice of Exercise in the form attached
hereto;

                  (b) Payment of the Exercise Price either (i) in cash, by check
or by wire transfer in accordance with the Purchase Agreement, or (ii) by
cancellation of indebtedness; and

                  (c) This Warrant.

         Upon the exercise of the rights represented by this Warrant, a
certificate or certificates for the Exercise Shares so purchased, registered in
the name of the Holder or persons designated by the Holder, if the Holder so
requests, shall be issued and delivered to the Holder within five (5) business
day after the rights represented by this Warrant shall have been so exercised.

                  The person in whose name any certificate or certificates for
Exercise Shares are to be issued upon exercise of this Warrant shall be deemed
to have become the holder of record of such shares on the date on which this
Warrant was surrendered and payment of the Exercise Price was made, irrespective
of the date of delivery of such certificate or certificates, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.

         2.2. NET EXERCISE. Notwithstanding any provisions herein to the
contrary, if the fair market value of one share of the Company's Series B
Preferred Stock is greater than the Exercise Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant by payment of cash, the
Holder may elect (the "CONVERSION RIGHT") to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Notice of Exercise in which event the Company shall issue
to the Holder a number of shares of Series B Preferred Stock computed using the
following formula:


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

                  Where  X = the number of shares of Series B Preferred Stock
                             to be issued to the Holder

                  Y =        the number of shares of Series B Preferred Stock
                             purchasable under the Warrant or, if only a portion
                             of the Warrant is being exercised, the portion of
                             the Warrant being canceled (at the date of such
                             calculation)

                  A =        the fair market value of one share of the Company's
                             Series B Preferred Stock (at the date of such
                             calculation)

                  B =        Exercise Price (as adjusted to the date of such
                             calculation)

                  For purposes of the above calculation, the fair market value
of one share of Series B Preferred Stock shall be the product of (i) the average
daily Market Price (as defined below) during the period of the most recent 10
days, ending on the last business day before the effective date of exercise of
the Conversion Right, on which the national securities exchanges were open for
trading and (ii) the number of shares of the Common Stock (as defined herein)
into which each Exercise Share is convertible on such date. If the Common Stock
is traded on a national securities exchange or admitted to unlisted trading
privileges on such an exchange, or is listed on the National Market System (the
"NATIONAL MARKET SYSTEM") of the Nasdaq, the Market Price as of a specified day
shall be the last reported sale price of Common Stock on such exchange or on the
National Market System on such date or if no such sale is made on such day, the
mean of the closing bid and asked prices for such day on such exchange or on the
National Market System. If the Common Stock is not so listed or admitted to
unlisted trading privileges, the Market Price as of a specified day shall be the
mean of the last bid and asked prices reported on such date (x) by the Nasdaq or
(y) if reports are unavailable under clause (x) above by the National Quotation
Bureau Incorporated. If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and ask prices are not reported, the Market
Price as of a specified day shall be determined in good faith by the Board of
Directors of the Company.

         2.3. LIMITATION ON EXERCISE OF WARRANTS.

                  (a) Notwithstanding anything to the contrary contained herein
and except as set forth in clause (c) below, the Holder agrees that, to enable
the Company to comply with Nasdaq Rule 4350(i), or any successor or similar
rule, the Company shall be prohibited from issuing a number of shares of
Preferred Stock upon conversion of the Promissory Note and exercise of the
Warrants in excess of the prescribed amount under such rule (the "NASDAQ CAP"),
and the Company shall be required and allowed to limit the number of Exercise
Shares issued by the Company to the Holder to the Holder's Pro Rata Amount (as
defined below).


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                  (b) Prior to the Stockholder Approval, the Holder shall be
entitled to convert that amount of its Notes and to exercise that amount of its
Warrants equal to the Holder's pro rata share of the Nasdaq Cap (the
"PURCHASER'S PRO RATA AMOUNT").

                  (c) This Section 2.3 shall terminate and be of no force and
effect in the event (i) Stockholder Approval is obtained or (ii) Nasdaq shall
have granted an exception to its requirement of the receipt of stockholder
approval under its Rule 4350(i).

         3. COVENANTS OF THE COMPANY.

         3.1. COVENANTS AS TO EXERCISE SHARES. The Company covenants and agrees
that all Exercise Shares that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. The Company further covenants and
agrees that the Company will at all times during the Exercise Period, have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of its Series B Preferred Stock to provide for the exercise of the rights
represented by this Warrant. If at any time during the Exercise Period the
number of authorized but unissued shares of Series B Preferred Stock shall not
be sufficient to permit exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Series B Preferred Stock to such number of
shares as shall be sufficient for such purposes.

         3.2. NO IMPAIRMENT. Except and to the extent as waived or consented to
by the Majority Warrant Holders, the Company will not, by amendment of its
Certificate of Incorporation or any certificates of designation thereto 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 to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may be necessary or appropriate in order to protect
the exercise rights of the Holder against impairment.

         3.3. NOTICES OF RECORD DATE. In the event of 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 which is the same as cash dividends paid in previous
quarters) or other distribution, the Company shall mail to the Holder, at least
thirty (30) days prior to the date specified herein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend or
distribution.

         3.4. NOTICE OF EXPIRATION. If this Warrant has not been fully exercised
on or before the date thirty (30) days prior to the end of the Exercise Period,
the Company shall thereafter provide Holder with at least thirty (30) days
advance written notice of the date on which this Warrant is to expire. If the
Company fails to provide such notice, the Exercise Period shall be extended
until the date thirty (30) days after the date said notice is provided to
Holder.



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         4.       DISPOSITION OF WARRANT AND EXERCISE SHARES, ADJUSTMENT OF
                  EXERCISE PRICE AND EFFECT OF ORGANIC CHANGES.

         4.1.     DISPOSITION OF WARRANT AND EXERCISE SHARES.

                  (a) The Holder agrees not to make any disposition of all or
any part of the Warrant, Exercise Shares or Common Stock underlying the Exercise
Shares in any event unless and until:

                           (i) There is then in effect a registration statement
under the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or

                           (ii) (a) such Holder shall have notified the Company
of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (B) if
reasonably requested by the Company, such Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act. It is agreed that the Company will not require opinions of
counsel for transactions made pursuant to Rule 144.

                  (b) Notwithstanding the provisions of paragraphs (a)(i) and
(a)(ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by a Holder that is (A) a partnership transferring to
its partners or former partners in accordance with partnership interests, (B) a
corporation transferring to a wholly owned subsidiary or a parent corporation
that owns all of the capital stock of the Holder, (C) a limited liability
company transferring to its members or former members in accordance with their
interest in the limited liability company, or (D) an individual transferring to
the Holder's family member or trust for the benefit of an individual Holder.

         4.2. ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the
outstanding Series B Preferred Stock of the Company by reason of stock
dividends, splits, recapitalizations, reclassifications, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under the Warrant in the aggregate and
the Exercise Price shall be correspondingly adjusted to give the Holder of the
Warrant, on exercise for the same aggregate Exercise Price, the total number,
class, and kind of shares as the Holder would have owned had the Warrant been
exercised prior to the event and had the Holder continued to hold such shares
until after the event requiring adjustment. The form of this Warrant need not be
changed because of any adjustment in the number of Exercise Shares subject to
this Warrant.

         4.3. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any recapitalization, reclassification or reorganization of the capital stock
of the Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets or other
transaction shall be effected in such a way that holders of the Company's Series
B Preferred Stock shall be entitled to receive stock, securities, or other
assets or property (an "ORGANIC CHANGE"), then, as a condition of such Organic
Change, lawful and adequate provisions shall be made by the Company whereby the
Holder hereof shall thereafter have the right to purchase and receive (in lieu



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of the shares of the Series B Preferred Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby) such shares of stock, securities or other assets or property
as may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Series B Preferred Stock equal to the number of
shares of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to the rights
and interests of the Holder of this Warrant to the end that the provisions
hereof (including, without limitation, provisions for adjustments of the
Exercise Price and of the number of shares purchasable and receivable upon the
exercise of this Warrant) shall thereafter be applicable, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise
hereof. 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 the corporation
purchasing such assets shall assume by written instrument reasonably
satisfactory in form and substance to the Majority Warrant Holders to expressly
assume the due and punctual performance and observation of each and every
covenant and condition of this Warrant, 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.

         4.4. CERTAIN EVENTS. If any change in the outstanding Series B
Preferred Stock of the Company or any other event occurs as to which the other
provisions of this Section 4 are not strictly applicable or if strictly
applicable would not fairly protect the purchase rights of the Holder of the
Warrant in accordance with such provisions, then the Board of Directors of the
Company shall make an adjustment in the number and class of shares available
under the Warrant, the Exercise Price or the application of such provisions, so
as to protect such purchase rights as aforesaid. The adjustment shall be such as
to give the Holder of the Warrant upon exercise for the same aggregate Exercise
Price the total number, class and kind of shares as he would have owned had the
Warrant been exercised prior to the event and had he continued to hold such
shares until after the event requiring adjustment.

         5. FRACTIONAL SHARES. Fractional shares may be issued upon the exercise
of this Warrant. Any reference contained herein to Exercise Shares or shares of
Common Stock shall be deemed to include fractional shares to the extent thereof.
The size of all fractional shares shall be rounded to four decimal places.

         6. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company.

         7. TRANSFER OF WARRANT. Subject to applicable laws, this Warrant and
all rights hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of assignment



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attached hereto to any Permitted Transferee (as defined in the Purchase
Agreement).

         8. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is
lost, stolen, mutilated or destroyed, the Company may, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

         9. NOTICES, ETC. All notices required or permitted hereunder shall be
in writing and shall be deemed effectively given: (a) upon personal delivery to
the party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the Company
at the address listed on the signature page and to Holder at the address listed
on the signature page hereto. The Company or Holder may designate by ten (10)
days advance written notice to the other parties hereto a change of address that
notices may be sent.

         10. AMENDMENT AND WAIVER. Any term in this Warrant may be amended or
waived with the written consent of the Company and the Majority Warrant Holders.
Holder acknowledges that because this Warrant may be amended with the consent of
the Majority Warrant Holders, the Holder's rights hereunder may be amended or
waived without the Holder's consent.

         11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.

         12. GOVERNING LAW. This Warrant and all rights, obligations and
liabilities hereunder shall be governed by the laws of the State of Delaware.



                            [SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer as of May 14, 2001.

                          INTERNET PICTURES CORPORATION

                          By: _________________________________________________
                          Name:
                          Title:

                          Address: 3160 Crow Canyon Road
                                   San Ramon, CA  94583

FOR NOTICE ONLY:

HOLDER:

IMAGE INVESTOR PORTFOLIO,
a separate series of
MEMPHIS ANGELS, LLC
c/o Paradigm Capital Equity Partners, LLC
6410 Poplar Avenue, Suite 395
Memphis, TN  38119
Attn:  Warner B. Rodda, Esq., General Counsel
Facsimile:  (901) 763-3230





















                    TRANCHE A WARRANT ($20.00 EXERCISE PRICE)
                                 SIGNATURE PAGE



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                               NOTICE OF EXERCISE

TO:  INTERNET PICTURES CORPORATION

         (1) [ ] The undersigned hereby elects to purchase ________ shares of
the Series B Preferred Stock of INTERNET PICTURES CORPORATION pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

             [ ] The undersigned hereby elects to purchase ________ shares of
the Series B Preferred Stock of INTERNET PICTURES CORPORATION pursuant to the
terms of the net exercise provisions set forth in Section 2.2 of the attached
Warrant, and shall tender payment of all applicable transfer taxes, if any.

         (2) [ ] Please issue a certificate or certificates representing said
shares of Series B Preferred Stock in the name of the undersigned or in such
other name as is specified below:

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

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

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

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

                                                  ----------------------------
                                                  (Print name)



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                                 ASSIGNMENT FORM

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


         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

Name:
       ------------------------------------------------------------------------
                                 (Please Print)

Address:
          ---------------------------------------------------------------------
                                 (Please Print)

Dated:
       -----------------

Holder's
Signature:
           ------------------------------------------------------------

Holder's
Address:
         --------------------------------------------------------------



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



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