WARRANT AND WARRANT AGREEMENT

                            TO PURCHASE COMMON STOCK

                            OF OBJECTSOFT CORPORATION

THESE  SECURITIES AND THE SECURITIES  ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933 AND MAY NOT BE TRANSFERRED  UNLESS
COVERED BY AN EFFECTIVE  REGISTRATION STATEMENT UNDER SAID ACT, OR UPON DELIVERY
TO THE ISSUER OF AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

         In accordance with the Agreement and General Release between Mr. George
J. Febish (the "Holder") and ObjectSoft Corporation (the "Company") effective as
of December 5, 2000,  the Company has agreed to issue to the Holder this warrant
to acquire  100,000 shares of the Company's  common stock,  par value $.0001 per
share (the  "Common  Stock"),  exercisable  for three  years at $0.75 per share,
pursuant to the terms  provided in this  Warrant  and  Warrant  Agreement.  This
Warrant and Warrant Agreement is hereafter referred to as the "Warrant".

         Accordingly, the Company and the Holder agree as follows:

         1.  Issuance.  The  Company  hereby  issues to the  Holder the right to
purchase,  subject  to the  provisions  of this  Warrant,  100,000  shares  (the
"Shares")  of the  Company's  Common  Stock,  at an exercise  price of $0.75 per
Share. The term of this Warrant shall be three years commencing December 5, 2000
(the "Exercise Period"). This Warrant shall be subject to earlier termination as
provided herein.  This Warrant shall expire and become void on the expiration of
the Exercise  Period.  The number of shares of Common Stock to be received  upon
the exercise of this  Warrant and the exercise  price to be paid for each may be
adjusted  from time to time as herein  set  forth.  The  securities  deliverable
pursuant to this Warrant,  as they may be adjusted from time to time, are herein
referred to as "Warrant  Securities"  and the exercise  price for the underlying
securities  in  effect at any time and as  adjusted  from time to time is herein
referred to as the "Exercise Price".

         2. Exercise of Warrant.  At any time, unless otherwise agreed to by the
Company,  whether or not the Shares are registered for resale,  this Warrant may
be exercised  only as to the number of shares of Common Stock that could be sold
by the Holder  pursuant to Rule 144(e) of the Securities Act of 1933, as amended
(the  "Act").  The right to  purchase  the Shares  under this  Warrant  shall be
cumulative,  so that if the full number of shares  purchasable in a period shall
not be purchased,  the balance may be purchased at any time or from time to time
thereafter,  but not after the  expiration  of the Warrant.  This Warrant may be
exercised as a whole or in part during the Exercise Period, subject to the above
provisions, by presentation and surrender hereof to the Company at its executive
offices with the

<PAGE>

purchase  form (the "Form")  annexed  hereto duly  executed and  accompanied  by
payment of the Exercise Price by certified check or wire transfer of immediately
available funds. The Company may, in its sole discretion,  permit payment of the
Exercise Price of this Warrant by delivery by the Holder of a properly  executed
Form, together with a copy of the Holder's irrevocable  instructions to a broker
designated by the Company to deliver  promptly to the Company the amount of sale
proceeds  sufficient to pay such Exercise  Price. In connection  therewith,  the
Company may enter into  agreements for  coordinated  procedures with one or more
brokerage firms. If this Warrant is exercised in part, the Company will issue to
the Holder a new warrant  representing  the right of the Holder to purchase  the
remaining number of Warrant Securities at the identical terms hereto.

         3.  Reservation of Shares.  The Company hereby agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required  for  issuance  upon  exercise of this  Warrant and the exercise of any
convertible securities issuable upon the exercise hereof.

         4. Assignment or Loss of Warrant. (a) This Warrant is not assignable or
transferable without the written consent of the Company,  except by operation of
law or as  provided  in (b)  below.  Upon  receipt by the  Company  of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

            (b) This Warrant shall not be transferable by Holder other than to a
"Permitted  Transferee"  (as  defined  below);   provided,  that  any  Permitted
Transferee shall be absolutely  prohibited from  transferring all or any portion
of this Warrant other than to Holder or another Permitted  Transferee of Holder;
and provided further, that if Holder dies or becomes incapacitated, this Warrant
may be exercised by Holder's estate, legal representative or beneficiary, as the
case may be,  subject  to all  other  terms  and  conditions  contained  in this
Warrant.

            (c) For  purposes of this  Agreement,  Permitted  Transferees  shall
include only the members of the  "immediate  family"  (which shall be limited to
Holder's  spouse,  children,  and  parents)  of  Holder,  and to trusts for such
person's  own benefit  and/or for the  benefit of members of Holder's  immediate
family;  provided,  that such Permitted  Transferees must agree in writing to be
bound  by all of the  terms  of this  Agreement  to the same  extent  as  Holder
hereunder,  in form  acceptable  to counsel to the  Company,  including  but not
limited to  restrictions on the exercise of this Warrant and on transfers of the
Shares,  as the case may be, following  exercise of this Warrant,  such that any
Shares so acquired shall be held subject to the terms of this Agreement.  Shares
held by any  Permitted  Transferee  shall be  aggregated

                                      -2-
<PAGE>

with those held by the Permitted  Transferee's  transferor in order to determine
the number of shares subject to the provisions of this Agreement.


         5. Rights of the Holder.  The Holder  shall not, by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

         6.  Protection  Against  Dilution.  (a) If at any time and from time to
time the  Company  shall (i)  declare a  dividend  in shares of Common  Stock to
holder  of Common  Stock or make a  distribution  in  shares of Common  Stock to
holders of Common Stock, (ii) subdivide its outstanding  shares of Common Stock,
(iii) combine its outstanding  shares of Common Stock or (iv) otherwise effect a
recapitalization  of such  character  that the shares of Common  Stock  shall be
changed into or become  exchangeable for a greater or lesser number of shares of
Common  Stock,  then the  Exercise  Price in effect on the  record  date of such
dividend or distribution or the effective date of such subdivision,  combination
or  reclassification  (individually  an "Event" and  collectively  the "Events")
shall be  adjusted,  or  further  adjusted,  to a price  (to the  nearest  cent)
determined by multiplying (i) the Exercise Price in effect  immediately prior to
such Event by (ii) a  fraction,  the  numerator  of which shall be the number of
shares of Common  Stock  outstanding  immediately  prior to such Event,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after  such  Event.  Upon each  adjustment  in the  Exercise  Price
resulting from an Event, the number of Warrant  Securities shall be adjusted (to
the  nearest  one-thousandth  share) by  multiplying  (i) the  number of Warrant
Securities for which the Warrant was exercisable immediately prior to such Event
by (ii) a fraction, the numerator of which shall be the Exercise Price in effect
immediately  prior to such  Event,  and the  denominator  of which  shall be the
Exercise  Price in effect  immediately  after  such  Event.  Notice of each such
adjustment and each such  readjustment  shall be forthwith  mailed to the Holder
setting forth such adjustments or  readjustments  and the facts and calculations
thereof in reasonable  detail.  Any dividend paid or distributed upon the Common
Stock in stock of any  other  class of  securities  convertible  into  shares of
Common  Stock shall be treated as a dividend  paid in Common Stock to the extent
that shares of Common Stock are issuable upon the conversion thereof.

            (b) In  case:  (i) a  distribution  in the  form of  stock  or other
securities of any other corporation or other entity shall be made or paid by the
Company on, or with  respect to, the then  outstanding  shares of Common  Stock,
(ii) the Company  shall effect a  recapitalization  of such  character  that the
shares of Common Stock will be changed into or become exchangeable for shares of
Common  Stock with a different  par value or no par value,  or (iii) the Company
(or a  successor  corporation)  shall be  consolidated  or  merged  with or into
another   corporation  or  entity  or  shall  sell,   lease  or  convey  all  or
substantially  all of its assets in exchange  for stock or  property  (including
cash) with the view of distributing  such stock or property to its shareholders,
each Share  issuable  upon exercise of this Warrant shall be replaced by, and/or
shall  include,  as the case  may be,  for the  purposes  hereof,  the  stock or

                                      -3-
<PAGE>

property  issued or  distributed  in respect of each share of Common  Stock upon
such  recapitalization,  reclassification,  merger, sale, lease or conveyance as
the Holder would have been entitled to had the Holder exercised this Warrant and
any underlying  convertible  security  immediately prior to any such occurrence,
and adequate provision to that effect shall be made at the time thereof.

            (c) In case: (i) of any  classification,  reclassification  or other
reorganization  of the capital stock of the Company,  consolidation or merger of
the Company with or into another  corporation,  or the sale, lease or conveyance
of  all or  substantially  all of the  assets  of the  Company;  or (ii ) of the
voluntary or involuntary dissolution,  liquidation or winding up of the Company;
then,  and in any such case,  the Company shall mail to the Holder,  at least 15
days prior thereto, a notice stating the date or expected date on which a record
is to be taken. Such notice shall also specify the date or expected date, if any
is to be fixed,  as of which holders of Common Stock of record shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable   upon  such   classification,   reclassification,   reorganization,
consolidation,  merger, conveyance, dissolution,  liquidation, winding up or any
other appropriate action, as the case may be.

         7.  Transfer to Comply with the  Securities  Act.  This Warrant has not
been  registered  under the Act and has been issued to the Holder for investment
and not with a view to the  distribution  of either the  Warrant or the  Warrant
Securities.  Neither this Warrant nor any of the Warrant Securities or any other
security  issued  or  issuable  upon  exercise  of  this  Warrant  may be  sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement  under the Act  relating  to such  security  or an  opinion of counsel
satisfactory  to the Company that  registration  is not required  under the Act.
Each certificate for the Warrant,  the Warrant Securities and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

         8.  Notices.  Any notice or other  communication  required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

                           (a)      if to the Company, to:
                                    OBJECTSOFT CORPORATION
                                    Continental Plaza III
                                    433 Hackensack Avenue
                                    Hackensack, New Jersey 07601
                                    Attention: David E. Y. Sarna, Chairman

                           (b)      if to the Holder, to:

                                      -4-

<PAGE>

                                    Mr. George J. Febish
                                    483 Piermont Ave
                                    River Vale, NJ 07675

Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

         9.  Supplements and Amendments;  Whole  Agreement.  This Warrant may be
amended or supplemented or any provision  hereof waived only by an instrument in
writing  signed by the Company and the Holder.  This  Warrant  contains the full
understanding  of the parties  hereto with respect to the subject  matter hereof
and  thereof  and  there  are  no  representations,  warranties,  agreements  or
understandings other than expressly contained herein and therein.

         10.  Governing  Law. This Warrant shall be deemed to be a contract made
under the laws of the State of New York and for all  purposes  shall be governed
by and  construed  in  accordance  with the  laws of such  State  applicable  to
contracts to be made and performed entirely within such State.

         11.  Counterparts.  This  Warrant  may be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

         12. Descriptive Headings.  Descriptive headings of the several Sections
of this  Warrant  are  inserted  for  convenience  only and shall not control or
affect the meaning or construction of any of the provisions hereof.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the 5th day of December, 2000.

                                                  OBJECTSOFT CORPORATION



                                             By:/s/ David E. Y. Sarna
                                                --------------------------------
                                                  David E. Y. Sarna, Chairman



                                                /s/ George J. Febish
                                                --------------------------------
                                                  George J. Febish


                                      -5-

<PAGE>

                                  PURCHASE FORM

                  (To be signed only upon exercise of Warrant)


To ObjectSoft Corporation

            The   undersigned,   the  holder  of  the  within  Warrant,   hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for, and to purchase thereunder, _______________________________________________
(__________) of the number of shares (the "Shares") of common stock (the "Common
Stock"), par value $.0001 per share,  of ObjectSoft  Corporation  purchasable
under such Warrant and requests that a  certificate(s) for such shares be issued
in the name of, and  delivered to, _______________ whose address is____________.
If   said number  of shares is less  than all of the  shares of Common  Stock
purchasable under  the  within  Warrant,   the  undersigned  requests that a new
Warrant representing  the remaining  balance of such shares be registered in the
name of _______________, whose address is __________________________________,
and that such Warrant be delivered to  _______________________,  whose  address
is _____________________


            The  exercise  price  for the  Shares  is $0.75  per  Share,  for an
aggregate  exercise price of $________ for all of the Shares.  Together with the
delivery of this Purchase Form, the undersigned is:

         Please check one:

                  |_|      Tendering to the Company cash or a certified check in
                           the  amount of  $_______________,  as  payment of the
                           exercise price of the Shares.

                  |_|      Requesting permission from the Company to permit
                           payment of the exercise price through a sale of
                           Shares by a broker designated by the Company in
                           accordance with the terms of the Warrant.


<PAGE>

                  The undersigned understands that the Shares shall be delivered
to the undersigned promptly after the Company instructs the transfer agent for
its Common Stock to deliver a certificate for the Shares to the undersigned.

                  The undersigned represents that it is acquiring such shares of
Common Stock for its own account for investment purposes only and not with a
view to or for sale in connection with any distribution thereof.

Dated: ______________                    Signature: ___________________________
                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)

                                         Address:

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