Exhibit 10-40
                                 FORM OF WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE
AND SCOPE REASONABLY  ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS SOLD PURSUANT TO
RULE 144 UNDER SAID ACT.

                             FINANCIALCONTENT, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:  2004-2                        Warrant to Purchase: 380,000 Shares
Date of Issuance: June 30, 2004

         FINANCIALCONTENT,  INC., a Delaware corporation (the "Company"), hereby
certifies that, for value received, Owen Naccarato ("Naccarato"), the registered
holder hereof or its assigns, is entitled, subject to the terms set forth below,
to purchase  from the Company  upon  surrender of this  Warrant,  at any time or
times on or after the date hereof, but not after 5:00 P.M. Eastern Standard Time
on  the  Expiration   Date  (as  defined   herein)  the  number  of  fully  paid
nonassessable  shares of Common Stock set forth at ss. 2(i) below of the Company
(the "Warrant  Shares") at the purchase price per share provided in Section 1(b)
below (the "Warrant Exercise Price").

         Section 1.        General Provisions

                  (a) Director  Agreement.  This Warrant is issued in connection
         with  Nacarrato's  affiliation as a member of the Board of Directors of
         the Company.

                  (b) Definitions. The following words and terms as used in this
         Warrant shall have the following meanings:

                           "Average  Market  Price"  means,  with respect to any
                  security for any period, that price which shall be computed as
                  the arithmetic average of the last closing bid prices for such
                  security for each trading day in such period on the  principal
                  securities  exchange or trading market for such security where
                  such  security is listed or traded as  reported  by  Bloomberg
                  Financial Markets ("Bloomberg"), or if the market value cannot
                  be calculated for such period on the foregoing bases, the last
                  closing  bid price of such  security  in the  over-the-counter
                  market on the pink sheets or bulletin  board for such security
                  as  reported  by  Bloomberg,  or, if no  closing  bid price is
                  reported  for such  security by  Bloomberg,  the last  closing
                  trade price of such security as reported by Bloomberg.  If the
                  market  value cannot be  calculated  for such period on any of
                  the  foregoing  bases,  the Average  Market Price shall be the
                  average  fair market  value  during such period as  reasonably
                  determined  in good  faith by the  Board of  Directors  of the
                  Company (all as appropriately adjusted for any stock dividend,
                  stock, split or other similar transaction during such period).

                           "Common Stock" means (i) the Company's  common stock,
                  par value  $0.001 per share,  and (ii) any capital  stock into
                  which such Common Stock shall have been changed or any capital
                  stock resulting from a reclassification of such Common Stock.

                                       1
<PAGE>

                           "Expiration  Date"  means  the date one (1) year from
                  the date of this Warrant or, if such date falls on a Saturday,
                  Sunday or other day on which banks are required or  authorized
                  to be closed in the State of  California  (a  "Holiday"),  the
                  next preceding date that is not a Saturday, Sunday or Holiday.

                           "Person"  means an  individual,  a limited  liability
                  company,  a  partnership,  a joint venture,  a corporation,  a
                  trust, an unincorporated  organization and a government or any
                  department or agency thereof.

                           "Securities Act" means the Securities Act of 1933, as
                  amended.

                           "Warrant"  shall mean this  warrant and all  warrants
                  issued in exchange, transfer or replacement of any thereof.

                           "Warrant  Exercise Price" shall be equal to $0.75 per
                  share, subject to adjustment as hereinafter provided.

                  (c) Other Definitional Provisions.

                           (i)  Except  as  otherwise   specified  herein,   all
                  references  herein  (A) to the  Company  shall  be  deemed  to
                  include the Company's successors and (B) to any applicable law
                  defined or referred to herein,  shall be deemed  references to
                  such  applicable  law as the  same  may  have  been  or may be
                  amended or supplemented from time to time.

         Section 2.        Exercise of Warrant.

                  (a) Subject to the terms and conditions  hereof,  this Warrant
         may be exercised by the holder  hereof then  registered on the books of
         the Company,  in whole or in part, at any time during  normal  business
         hours on any  business  day on or after the  opening of business on the
         date  hereof  and  prior  to 5:00  P.M.  Pacific  Standard  Time on the
         Expiration Date by (i) delivery of a written notice, in the form of the
         subscription  notice  attached  as Exhibit A hereto,  of such  holder's
         election to exercise  this  Warrant,  which  notice  shall  specify the
         number of Warrant  Shares to be purchased,  (ii) payment to the Company
         of an amount  equal to the Warrant  Exercise  Price  multiplied  by the
         number of Warrant  Shares as to which the  Warrant  is being  exercised
         (plus any applicable issue or transfer taxes) (the "Aggregate  Exercise
         Price") in cash or by check or wire  transfer,  and (iii) the surrender
         of this Warrant, at the principal office of the Company; provided, that
         if such Warrant  Shares are to be issued in any name other than that of
         the registered holder of this Warrant,  such issuance shall be deemed a
         transfer and the provisions of Section 7 shall be applicable.

                  (b) In the event of any exercise of the rights  represented by
         this Warrant in compliance  with this Section  2(a), a  certificate  or
         certificates for the Warrant Shares so purchased, in such denominations
         as may be requested by the holder hereof and registered in the name of,
         or as directed  by, the holder,  shall be  delivered  at the  Company's
         expense to, or as directed by, such holder as soon as practicable after
         such  rights  shall have been so  exercised,  and in any event no later
         than five (5)  business  days  after  such  exercise.  In the case of a
         dispute as to the  determination  of the Warrant  Exercise Price or the
         Average Market Price of a security or the arithmetic calculation of the
         Warrant  Shares,  the Company  shall  promptly  issue to the holder the
         number of shares of Common  Stock that is not disputed and shall submit
         the disputed  determinations  or arithmetic  calculations to the holder


                                       2
<PAGE>

         via   facsimile   within  one  (1)  day  of  receipt  of  the  holder's
         subscription  notice. If the holder and the Company are unable to agree
         upon the  determination of the Warrant Exercise Price or Average Market
         Price or arithmetic  calculation  of the Warrant  Shares within one (1)
         business day of such disputed  determination or arithmetic  calculation
         being  submitted  to the  holder,  then the Company  shall  immediately
         submit via  facsimile  (i) the  disputed  determination  of the Warrant
         Exercise Price or the Average Market Price to an independent, reputable
         investment banking firm or (ii) the disputed arithmetic  calculation of
         the Warrant Shares to its independent,  outside accountant. The Company
         shall cause the investment banking firm or the accountant,  as the case
         may be, to perform the  determinations  or calculations  and notify the
         Company  and the holder of the results no later than  forty-eight  (48)
         hours  from  the  time  it  receives  the  disputed  determinations  or
         calculations.  Such investment bank's or accountant's  determination or
         calculation,  as the case may be,  shall be  deemed  conclusive  absent
         manifest error.

                  (c) Unless the rights  represented  by this Warrant shall have
         expired or shall have been fully exercised,  the Company shall, as soon
         as  practicable  and in any event no later than five (5) business  days
         after  any  exercise  and at  its  own  expense,  issue  a new  Warrant
         identical in all respects to the Warrant  exercised except (i) it shall
         represent  rights to purchase the number of Warrant Shares  purchasable
         immediately  prior to such exercise under the Warrant  exercised,  less
         the  number of Warrant  Shares  with  respect to which such  Warrant is
         exercised,  and  (ii)  the  holder  thereof  shall  be  deemed  for all
         corporate  purposes to have become the holder of record of such Warrant
         Shares  immediately prior to the close of business on the date on which
         the Warrant is surrendered  and payment of the amount due in respect of
         such exercise and any  applicable  taxes is made,  irrespective  of the
         date of delivery of certificates evidencing such Warrant Shares, except
         that,  if the date of such  surrender  and  payment  is a date when the
         stock  transfer books of the Company are properly  closed,  such person
         shall be deemed to have become the holder of such Warrant Shares at the
         opening  of  business  on the next  succeeding  date on which the stock
         transfer books are open.

                  (d) No fractional shares of Common Stock are to be issued upon
         the exercise of this Warrant, but rather the number of shares of Common
         Stock issued upon  exercise of this Warrant shall be rounded up or down
         to the nearest whole number.

                  (e) If the Company  shall fail for any reason or for no reason
         to issue to a holder  within  five (5)  business  days  after  the time
         required  under this Section 2, a certificate  for the number of shares
         of Common  Stock to which  the  holder is  entitled  upon the  holder's
         exercise  of this  Warrant or a new Warrant for the number of shares of
         Common Stock to which such holder is entitled pursuant to this Warrant,
         the  Company  shall,  in  addition  to any other  remedies  under  this
         Agreement  or  otherwise   available  to  such  holder   including  any
         indemnification  pursuant to the Advisor  Agreement,  pay as additional
         damages in cash to such holder for each day such issuance is not timely
         effected after the fifth (5th) business day following the time required
         under this Section 2, an amount equal to 0.1% of the product of (x) the
         number  of shares of Common  Stock  not  issued to the  holder  and the
         number of shares of Common  Stock  represented  by the new  Warrant not
         issued to the  holder on a timely  basis  and to which  such  holder is
         entitled hereunder and (y) the Closing Bid Price of the Common Stock on
         the last  possible  date which the  Company  could have issued such new
         Warrant or shares of Common Stock to such holder without violating this
         Section 2.

                                       3
<PAGE>

                  (f) Subject to all  conditions  herein,  this Warrant shall be
         exercisable after March 12, 2002 and thereafter until its expiration.

                  (g) In the event that either (i)  Naccarato  is not a director
         with the Company as of 5:00 pm on June 30, 2004,  or (ii)  Naccarato is
         not a director of the Company as of 5:00 pm on the ninetieth (90th) day
         before  the day that this  Warrant  is  presented  by the  holder to be
         exercised,  then this Warrant shall be deemed to have expired upon June
         30, 2004, and shall thus be non-exercisable.

                  (h) The number of Warrant  Shares  which holder is entitled to
         purchase shall be 380,000.

         Section 3.        Covenants  as to Common  Stock.  The  Company  hereby
         covenants and agrees as follows:

                  (a) This Warrant is duly authorized and validly issued.

                  (b) All Warrant  Shares  which may be issued upon the exercise
         of the rights  represented  by this Warrant  will,  upon  issuance,  be
         validly issued,  fully paid and  nonassessable and free from all taxes,
         liens and charges with respect to the issue thereof.

                  (c) During the period within which the rights  represented  by
         this  Warrant  may be  exercised,  the  Company  will at all times have
         authorized  and  reserved at least the number of shares of Common Stock
         needed to provide for the  exercise of the rights then  represented  by
         this Warrant and the par value of said shares will at all times be less
         than or equal to the applicable Warrant Exercise Price.

                  (d) The Company will not, by amendment of 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 to be  observed  or  performed  by it
         hereunder,  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  reasonably be requested by the holder of this Warrant in
         order to protect the  exercise  privilege of the holder of this Warrant
         against  dilution or other  impairment,  consistent  with the tenor and
         purpose  of  this  Warrant.  Without  limiting  the  generality  of the
         foregoing,  the  Company  (i) will not  increase  the par  value of any
         shares of Common  Stock  receivable  upon the  exercise of this Warrant
         above the  Exercise  Price then in effect,  and (ii) will take all such
         actions 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.

                  (e) This Warrant will be binding upon any entity succeeding to
         the  Company  by  merger,   consolidation  or  acquisition  of  all  or
         substantially all of the Company's assets.

         Section 4. Taxes.  The Company  shall not be required to pay any tax or
taxes  attributable  to the  initial  issuance  of  the  Warrant  Shares  or any
permitted  transfer  involved in the issue or delivery of any  certificates  for
Warrant Shares in a name other than that of the registered holder hereof or upon
any permitted transfer of this Warrant.

                                       4
<PAGE>

         Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any  securities or as a  stockholder  of the Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

         Section 6.  Representations of Holder.  The holder of this Warrant,  by
the  acceptance  hereof,  represents  that it is acquiring  this Warrant and the
Warrant Shares for its own account for investment and not with a view to, or for
sale in  connection  with,  any  distribution  hereof or of any of the shares of
Common Stock or other  securities  issuable upon the exercise  thereof,  and not
with any present  intention of  distributing  any of the same.  Upon exercise of
this Warrant, the holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company,  that the Warrant Shares so purchased are
being acquired  solely for the holder's own account and not as a nominee for any
other party, for investment,  and not with a view toward distribution or resale.
If such holder cannot make such representations  because they would be factually
incorrect, it shall be a condition to such holder's exercise of the Warrant that
the  Company  receive  such  other  representations  as  the  Company  considers
reasonably  necessary to assure the Company that the issuance of its  securities
upon  exercise  of the  Warrant  shall not  violate  any United  States or state
securities laws.

         Section 7.        Ownership and Transfer.

                  (a) The  Company  shall  maintain at its  principal  executive
         offices  (or such  other  office  or agency  of the  Company  as it may
         designate by notice to the holder hereof), a register for this Warrant,
         in which the Company shall record the name and address of the person in
         whose  name  this  Warrant  has  been  issued,  as well as the name and
         address of each  transferee.  The Company may treat the person in whose
         name any Warrant is  registered on the register as the owner and holder
         thereof for all purposes,  notwithstanding  any notice to the contrary,
         but in all events recognizing any transfers made in accordance with the
         terms of this Warrant.

                  (b) This Warrant and the rights  granted to the holder  hereof
         are transferable,  in whole or in part, upon surrender of this Warrant,
         together with a properly  executed warrant power in the form of Exhibit
         B attached hereto;  provided,  however, that any transfer or assignment
         shall be subject to the conditions set forth in Section 7(c) below.

                  (c) The holder of this Warrant  understands  that this Warrant
         has not been and is not expected to be, registered under the Securities
         Act or any state  securities  laws,  and may not be  offered  for sale,
         sold,  assigned  or  transferred  unless  (a)  subsequently  registered
         thereunder,  or (b) such holder shall have  delivered to the Company an
         opinion  of  counsel,   reasonably  satisfactory  in  form,  scope  and


                                       5
<PAGE>

         substance to the Company, to the effect that the securities to be sold,
         assigned or transferred may be sold,  assigned or transferred  pursuant
         to an exemption from such registration; (i) any sale of such securities
         made in reliance on Rule 144  promulgated  under the Securities Act may
         be made only in accordance with the terms of said Rule and further,  if
         said  Rule is not  applicable,  any  resale  of such  securities  under
         circumstances  in which the seller (or the person through whom the sale
         is made) may be deemed to be an underwriter (as that term is defined in
         the Securities  Act) may require  compliance  with some other exemption
         under the Securities Act or the rules and regulations of the Securities
         and Exchange  Commission  thereunder;  and (ii) neither the Company nor
         any other  person is under any  obligation  to  register  the  Series A
         Preferred  Share  Warrants  under  the  Securities  Act  or  any  state
         securities  laws or to  comply  with the terms  and  conditions  of any
         exemption thereunder.

         Section 8.  Adjustment of Warrant  Exercise  Price. In order to prevent
dilution of the rights  granted under this Warrant,  the Warrant  Exercise Price
shall be adjusted from time to time as follows: If the Company at any time after
the date of issuance of this  Warrant,  subdivides  (by any stock  split,  stock
dividend,  recapitalization or otherwise) one or more classes of its outstanding
shares of Common  Stock into a greater  number of shares,  the Warrant  Exercise
Price in effect  immediately  prior to such subdivision will be  proportionately
reduced and the number of shares of Common  Stock  obtainable  upon  exercise of
this Warrant will be proportionately increased. If the Company at any time after
the date of issuance of this Warrant  combines (by  combination,  reverse  stock
split or  otherwise)  one or more  classes of its  outstanding  shares of Common
Stock into a smaller  number of shares,  the  Warrant  Exercise  Price in effect
immediately prior to such combination will be proportionately  increased and the
number of shares of Common Stock  obtainable  upon exercise of this Warrant will
be proportionately decreased.

                  (a) Notices.

                           (i)  Immediately  upon any  adjustment of the Warrant
                  Exercise  Price,  the Company will give written notice thereof
                  to the holder of this  Warrant,  setting  forth in  reasonable
                  detail and certifying the calculation of such adjustment.

                           (ii) The  Company  will  give  written  notice to the
                  holder of this  Warrant at least twenty (20) days prior to the
                  date on which the  Company  closes its books or takes a record
                  (A) with  respect to any  dividend  or  distribution  upon the
                  Common  Stock,  (B) with respect to any pro rata  subscription
                  offer to holders of Common Stock or (C) for determining rights
                  to vote with  respect to any Organic  Change,  dissolution  or
                  liquidation,  except  that in no event  shall  such  notice be
                  provided to such holder prior to such  information  being made
                  known to the public.


         Section  9. Lost,  Stolen,  Mutilated  or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed,  the Company shall, on receipt
of an indemnification undertaking,  issue a new Warrant of like denomination and
tenor as the Warrant so lost, stolen, mutilated or destroyed.

                                       6
<PAGE>

         Section  10.  Notice.  Any  notices,   consents,   waivers,   or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been  delivered  (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile, provided a
copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3)
days after being sent by U.S. certified mail, return receipt requested;  or (iv)
one (1) day  after  deposit  with a  nationally  recognized  overnight  delivery
service,  in each case properly  addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

                  If to the Company:

                           FINANCIALCONTENT, INC.
                           400 Oyster Point Blvd., Suite 435
                           South San Francisco, CA 93023

                  If to a holder of this Warrant:  to the address at the address
                  set forth below such holder's  signature on the signature page
                  hereof.

Each party shall provide five (5) days' prior written  notice to the other party
of any change in address or facsimile number.

         Section  11.  Miscellaneous.  This  Warrant  and any term hereof may be
changed,  waived,  discharged,  or  terminated  only by an instrument in writing
signed by the party or holder hereof  against which  enforcement of such change,
waiver, discharge or termination is sought. The headings in this Warrant are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof. This Warrant shall be governed by and interpreted under the laws
of the State of California.

         Section 12.  Date.  The date of this  Warrant is March 12,  2002.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business  on  the  Expiration  Date,  except  that   notwithstanding  any  other
provisions  hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities  issued upon
the exercise of this Warrant.



                                     * * * *



                                         FINANCIALCONTENT, INC.



                                         By: /s/ Wing Yu
                                         ---------------------------------------
                                         Name: Wing Yu
                                         Title: Chief Executive Officer

ACCEPTED:


/s/ Owen Naccarato
---------------------------
Owen Naccarato





<PAGE>



                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                             FINANCIALCONTENT, INC.

         The  undersigned  hereby  exercises the right to purchase the number of
Warrant  Shares  covered  by  this  Warrant  specified  below  according  to the
conditions  thereof  and  herewith  makes  payment  therefor  in the  amount  of
$____________________,  the Aggregate  Exercise  Price of such Warrant Shares in
full, and requests that such Warrant Shares be issued in the name of:

                                 Owen Naccarato

Dated: ________________
                                       By: ____________________________________
                                       Name: __________________________________
                                       Title: _________________________________
                                       Address: _______________________________


                                       Number of Warrant Shares
                                       Being Purchased:   _____________________



<PAGE>


                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

         FOR VALUE RECEIVED,  the undersigned does hereby assign and transfer to
__________________       _________________________________________       Federal
Identification  No.  __________________,  a warrant to  purchase  ______________
shares of the capital stock of FINANCIALCONTENT,  INC., a Delaware  corporation,
represented by warrant  certificate  No.  ________,  standing in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably                 constitute                and                appoint
______________________________________________,   attorney   to   transfer   the
warrants of said corporation, with full power of substitution in the premises.


Dated: ___________________            _________________________________________

                                      By: ______________________________________
                                      Its: _____________________________________