EXHIBIT 4.27



THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR OTHERWISE  DISPOSED OF OR EXERCISED  UNLESS (i) A  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS SHALL
HAVE  BECOME   EFFECTIVE  WITH  REGARD  THERETO,   OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY ON THEIR  OWN  ANALYSIS  OF THE  INVESTMENT  AND  ASSESSMENT  OF THE  RISKS
INVOLVED.

Warrant to Purchase
810,000 shares
-------

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                ADATOM.COM, INC.

         THIS CERTIFIES that SWARTZ PRIVATE EQUITY, LLC or any subsequent holder
hereof pursuant to Section 8 hereof  ("Holder"),  has the right to purchase from
ADATOM.COM,  INC., a Delaware  corporation (the "Company"),  up to 810,000 fully
paid and nonassessable shares of the Company's common stock, $0.01 par value per
share ("Common  Stock"),  subject to adjustment as provided  herein,  at a price
equal to the Exercise Price as defined in Section 3 below, at any time beginning
on the Date of Issuance  (defined  below) and ending at 5:00 p.m., New York, New
York  time the date  that is five (5)  years  after  the Date of  Issuance  (the
"Exercise Period").

         Holder  agrees with the Company  that this  Warrant to Purchase  Common
Stock of the Company (this  "Warrant") is issued and all rights  hereunder shall
be held subject to all of the  conditions,  limitations and provisions set forth
herein.

         1.       DATE OF ISSUANCE AND TERM.

         This  Warrant  shall be deemed to be issued on June 23,  2000 ("Date of
Issuance").  The  term of this  Warrant  is five  (5)  years  from  the  Date of
Issuance.

         Of this Warrant to purchase eight hundred ten thousand (810,000) shares
of Common Stock of the  Company,  the Warrant is  exercisable  as to two hundred
seventy  thousand  (270,000)  shares of Common  Stock of the  Company  after the
fifteen (15) business day document  review period,  or such longer period as the
parties may mutually agree, (the "Review Period")  referenced in the Equity Line
Letter of Agreement  dated on or about June 23,  2000,  between  Swartz  Private
Equity,  LLC and Company (the "Letter of Agreement") has ended, shall be further
exercisable  as to the an  additional  two hundred  seventy  thousand  (270,000)
shares of Common  Stock of the  Company  upon the  execution  by the Company and
Swartz Private Equity, LLC of an Investment Agreement, pursuant to the Letter of
Agreement  ("Investment  Agreement") and shall be further  exercisable as to the
remaining two hundred seventy  thousand  (270,000) shares of Common Stock of the


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<PAGE>

Company  upon  the  earlier  of (i)  the  date  of  effectiveness  of  Company's
registration  statement (the  "Registration  Statement") to be filed pursuant to
the Investment Agreement and related documents, or (ii) December 23, 2000.

                  Anything in this Warrant to the contrary  notwithstanding,  if
the Company delivers  written notice to Swartz Private Equity,  LLC prior to the
expiration of the Review Period that the legal documents for the transaction are
unacceptable  and the Company  wishes to terminate the  transaction  (a "Company
Termination Notice"), Holder shall return this Warrant to the Company and all of
Holder's  rights  under  this  Warrant  shall be null and void and of no effect,
provided that, if the Company has not delivered a Company  Termination Notice to
Swartz  Private  Equity,  LLC,  prior to the  expiration  of the Review  Period,
ownership of this Warrant shall  irrevocably  vest to the Holder,  regardless of
whether a Company Termination Notice is delivered anytime thereafter.

         Notwithstanding  anything to the contrary herein,  the Holder shall not
exercise  this  warrant if and to the extent that the number of shares of Common
Stock to be issued to Holder  upon such  exercise,  when  added to the number of
shares of Common Stock, if any, that the Holder otherwise  beneficially  owns at
the time of such  exercise,  would equal or exceed 4.99% of the number of shares
of Common Stock then outstanding, as determined in accordance with Section 13(d)
of the  Exchange Act (the "4.99%  Limitation").  The 4.99%  Limitation  shall be
conclusively  satisfied  if the  applicable  Exercise  Notice  includes a signed
representation  by the Holder that the  issuance of the shares in such  Exercise
Notice  will not  violate the 4.99%  Limitation,  and the  Company  shall not be
entitled to require additional documentation of such satisfaction.

         2.       EXERCISE.

         (A) MANNER OF EXERCISE. During the Exercise Period, this Warrant may be
exercised as to all or any lesser  number of full shares of Common Stock covered
hereby (the "Warrant Shares") upon surrender of this Warrant,  with the Exercise
Form  attached  hereto as EXHIBIT A (the  "Exercise  Form") duly  completed  and
executed,  together  with the full  Exercise  Price (as defined  below) for each
share of Common  Stock as to which this Warrant is  exercised,  at the office of
the Company,  Attention:  Richard S. Barton,  President,  Adatom.com,  Inc., 920
Hillview  Court,  Suite 160,  Milpitas,  CA 95035;  Telephone:  (408)  935-7979,
Facsimile:  (408) 715-5130, or at such other office or agency as the Company may
designate in writing,  by overnight  mail,  with an advance copy of the Exercise
Form sent to the Company and its Transfer Agent by facsimile (such surrender and
payment  of  the  Exercise  Price  hereinafter  called  the  "Exercise  of  this
Warrant").

         (B) DATE OF EXERCISE.  The "Date of  Exercise" of the Warrant  shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise  Form are  received by the Company as soon as  practicable  thereafter.
Alternatively,  the Date of Exercise  shall be defined as the date the  original
Exercise Form is received by the Company,  if Holder has not sent advance notice
by facsimile.

         (C) DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE. Upon any exercise
of this  Warrant,  the  Company  shall use its best  efforts  to  deliver to the
Holder,  or to cause  its  transfer  agent to  deliver  to the  Holder,  a stock
certificate or  certificates  representing  the number of shares of Common Stock
for which this Warrant was exercised,  within three (3) trading days of the Date
of  Exercise  (as  defined  above)  and in any  event  shall  cause  such  stock
certificates  to be delivered to the Holder  within five (5) trading days of the
Date of  Exercise.  Assuming  that the Holder has notified the Company that such
shares  of Common  Stock  have been sold  pursuant  to a current  and  effective
registration  statement  covering the resale of such shares of Common Stock, and
that the Holder has or will deliver or cause to be delivered to the  Purchaser a
prospectus  meeting  the  requirements  of  Section  10 of the Act  prior  to or
simultaneously  with the delivery to the  Purchaser  of such shares,  such stock
certificates  shall be  issued in the name of the  buyer or the  buyer's  broker
without any legend restricting  transfer.  If shares of Common Stock issued upon
exercise of this  Warrant,  in the opinion of counsel  for the  Company,  may be
immediately resold pursuant to an exemption from registration, including but not
limited to Rule 144 under the  Securities Act of 1933,  such stock  certificates
shall be  issued  in the  name of the  Holder  without  any  legend  restricting
transfer.  If the


                                      E-11

<PAGE>

Company has not delivered stock  certificates  representing the requisite number
of shares of Common Stock (unlegended, if so required per the above) within five
(5) trading  days of the Date of Exercise,  the Company  shall pay to the Holder
liquidated  damages  equal to  $1,000  per day  until  such  share  certificates
(unlegended, if so required per the above) are received by the Holder.

         (D) CANCELLATION  OF  WARRANT.  This Warrant shall be canceled upon the
Exercise of this Warrant,  and, as soon as practical after the Date of Exercise,
Holder  shall be  entitled  to  receive  Common  Stock for the  number of shares
purchased  upon  such  Exercise  of this  Warrant,  and if this  Warrant  is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant)  representing  any unexercised  portion of this
Warrant in addition to such Common Stock.

         (E) HOLDER OF RECORD.  Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant,  irrespective  of
the date of delivery of the Common  Stock  purchased  upon the  Exercise of this
Warrant.  Nothing in this Warrant shall be construed as  conferring  upon Holder
any rights as a stockholder of the Company.

         3.       PAYMENT OF WARRANT EXERCISE PRICE.

         The Exercise Price per share  ("Exercise  Price") shall initially equal
(the "Initial Exercise Price") the lowest Closing Price for the five (5) trading
days immediately  preceding June 23, 2000, which is $1.75. If the lowest Closing
Price of the  Company's  Common Stock for the five (5) trading days  immediately
preceding  the date,  if any,  that  Swartz  Private  Equity,  LLC  executes  an
Investment  Agreement  pursuant to the Letter of Agreement (the "Closing  Market
Price") is less than the Initial  Exercise  Price,  the Exercise  Price shall be
reset to equal the  Closing  Market  Price,  or, if the Date of Exercise is more
than six (6) months  after the Date of  Issuance,  the  Exercise  Price shall be
reset to equal the lesser of (i) the Exercise Price then in effect,  or (ii) the
"Lowest Reset Price," as that term is defined below. The Company shall calculate
a "Reset Price" on each six-month anniversary date of the Date of Issuance which
shall equal the lowest Closing Price of the Company's  Common Stock for the five
(5)  trading  days  ending  on such  six-month  anniversary  date of the Date of
Issuance. The "Lowest Reset Price" shall equal the lowest Reset Price determined
on any six-month  anniversary date of the Date of Issuance preceding the Date of
Exercise, taking into account, as appropriate,  any adjustments made pursuant to
Section 5 hereof.

         For purposes  hereof,  the term "Closing  Price" shall mean the closing
price on the Nasdaq Small Cap Market,  the National Market System  ("NMS"),  the
New York Stock Exchange, or the O.T.C. Bulletin Board, or if no longer traded on
the Nasdaq Small Cap Market,  the National Market System  ("NMS"),  the New York
Stock Exchange,  or the O.T.C.  Bulletin Board,  the "Closing Price" shall equal
the  closing  price  on  the  principal  national  securities  exchange  or  the
over-the-counter  system on which the  Common  Stock is so  traded  and,  if not
available,  the  mean of the  high  and low  prices  on the  principal  national
securities exchange on which the Common Stock is so traded.

         Payment of the Exercise  Price may be made by either of the  following,
or a combination thereof, at the election of Holder:

         (i)      CASH EXERCISE:  The Holder may exercise this Warrant in a Cash
Exercise at any time that this Warrant is  exercisable  by making payment of the
applicable Exercise Price by cash, bank or cashiers check or wire transfer; or

         (ii)     CASHLESS  EXERCISE:  The Holder, at its option,  may  exercise
this  Warrant in a cashless  exercise  transaction  under this  subsection  (ii)
anytime after October 23, 2000 if and only if, on the Date of Exercise, there is
not then in effect a current  registration  statement  that covers the resale of
the shares of Common Stock to be issued upon exercise of this Warrant.  In order
to effect a Cashless  Exercise,  the Holder shall  surrender this Warrant at the
principal  office of the Company together with notice of cashless  election,  in
which event the Company shall issue Holder a number of shares of Common Stock
computed using the following formula:

                                  X = Y (A-B)/A


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<PAGE>


where:   X = the number of shares of Common Stock to be issued to Holder.

         Y = the number of shares of  Common  Stock for  which this  Warrant  is
         being exercised.

                  A = the  Market  Price of one (1) share of Common  Stock  (for
                  purposes of this Section  3(ii),  the "Market  Price" shall be
                  defined as the average  Closing  Price of the Common Stock for
                  the five (5)  trading  days prior to the Date of  Exercise  of
                  this Warrant (the "Average Closing Price"), as reported by the
                  O.T.C.  Bulletin  Board,  National  Association  of Securities
                  Dealers  Automated   Quotation  System  ("Nasdaq")  Small  Cap
                  Market,  or if the  Common  Stock is not  traded on the Nasdaq
                  Small  Cap  Market,  the  Average  Closing  Price in any other
                  over-the-counter market; provided, however, that if the Common
                  Stock is listed on a stock exchange, the Market Price shall be
                  the Average  Closing  Price on such  exchange for the five (5)
                  trading days prior to the date of exercise of the Warrants. If
                  the Common Stock is/was not traded during the five (5) trading
                  days prior to the Date of Exercise, then the closing price for
                  the last publicly traded day shall be deemed to be the closing
                  price for any and all (if  applicable)  days  during such five
                  (5) trading day period.

                  B = the Exercise Price.

         For  purposes of Rule 144 and  sub-section  (d)(3)(ii)  thereof,  it is
intended,  understood  and  acknowledged  that the Common  Stock  issuable  upon
exercise of this Warrant in a cashless  exercise  transaction shall be deemed to
have  been  acquired  at the time  this  Warrant  was  issued.  Moreover,  it is
intended,  understood  and  acknowledged  that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise  transaction
shall be deemed to have commenced on the date this Warrant was issued.

         4.       TRANSFER AND REGISTRATION.

         (a) TRANSFER  RIGHTS.  Subject to the  provisions  of Section 8 of this
Warrant, and in compliance with applicable  securities laws, this Warrant may be
transferred  on the books of the Company,  in whole or in part,  in person or by
attorney,  upon surrender of this Warrant properly completed and endorsed.  This
Warrant  shall be  canceled  upon such  surrender  and,  as soon as  practicable
thereafter,  the  person to whom such  transfer  is made  shall be  entitled  to
receive a new Warrant or Warrants as to the portion of this Warrant transferred,
and Holder  shall be entitled to receive a new Warrant as to the portion  hereof
retained.

         (b)  REGISTRABLE  SECURITIES.  In  addition  to any other  registration
rights of the Holder, if the Common Stock issuable upon exercise of this Warrant
is not registered for resale at any time after October 23, 2000 that the Company
proposes to register (including for this purpose a registration  effected by the
Company for  stockholders  other than the Holders) any of its Common Stock under
the Act (other than a registration relating solely for the sale of securities to
participants  in a Company stock plan or a registration  on Form S-4 promulgated
under the Act or any successor or similar form registering stock issuable upon a
reclassification,   upon  a  business  combination   involving  an  exchange  of
securities  or upon an exchange  offer for  securities  of the issuer or another
entity)(a  "Piggyback  Registration  Statement"),  the Company shall cause to be
included in such Piggyback Registration Statement ("Piggyback Registration") all
of the Common Stock  issuable  upon the  exercise of this Warrant  ("Registrable
Securities")  to the extent such  inclusion  does not  violate the  registration
rights of any other  securityholder  of the  Company  granted  prior to the date
hereof.  Nothing herein shall prevent the Company from withdrawing or abandoning
the Piggyback  Registration  Statement  prior to its  effectiveness.  The rights
hereunder to  Piggyback  Registration  with respect to Warrant  Shares that have
been issued upon one or more prior  exercises  of this Warrant  shall  terminate
when, in the written opinion of the Company's legal counsel, all of such Warrant
Shares can be sold in any three (3) month period without registration under Rule
144 or may be sold  without  restriction  under Rule  144(k) of the Act.  Holder
agrees to  cooperate  with  counsel  in  connection  with the  issuance  of such
opinion.

         (c)   LIMITATION  ON   OBLIGATIONS   TO  REGISTER   UNDER  A  PIGGYBACK
REGISTRATION.   In  the  case  of  a


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<PAGE>

Piggyback  Registration  pursuant  to an  underwritten  public  offering  by the
Company, if the managing underwriter  determines and advises in writing that the
inclusion in the registration  statement of all Registrable  Securities proposed
to be included would  interfere with the successful  marketing of the securities
proposed to be  registered by the Company,  then the number of such  Registrable
Securities to be included in the Piggyback Registration Statement, to the extent
such  Registrable  Securities  may be  included in such  Piggyback  Registration
Statement,  shall be  allocated  among all Holders who had  requested  Piggyback
Registration  pursuant to the terms hereof, in the proportion that the number of
Registrable  Securities  which each such Holder  seeks to register  bears to the
total number of Registrable  Securities sought to be included by all Holders. If
required by the managing  underwriter of such an underwritten  public  offering,
the  Holders  shall enter into a  reasonable  agreement  limiting  the number of
Registrable  Securities to be included in such Piggyback  Registration Statement
and the terms, if any, regarding the future sale of such Registrable Securities.

         5.       ANTI-DILUTION ADJUSTMENTS.
                  -------------------------

         (a)      STOCK DIVIDEND. If the Company shall at  any  time  declare  a
dividend payable in shares of Common Stock,  then Holder,  upon Exercise of this
Warrant after the record date for the  determination  of holders of Common Stock
entitled to receive such dividend, shall be entitled to receive upon Exercise of
this  Warrant,  in addition to the number of shares of Common  Stock as to which
this Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been  exercised  immediately  prior to such
record date and the Exercise Price will be proportionately adjusted.

         (b)      RECAPITALIZATION OR RECLASSIFICATION.

                  (i) STOCK  SPLIT.  If the  Company  shall at any time effect a
recapitalization,   reclassification   or  other  similar  transaction  of  such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable  for a LARGER  number of shares  (a "Stock  Split"),  then upon the
effective date thereof,  the number of shares of Common Stock which Holder shall
be entitled to purchase  upon  Exercise of this  Warrant  shall be  increased in
direct  proportion  to the  increase in the number of shares of Common  Stock by
reason of such  recapitalization,  reclassification or similar transaction,  and
the Exercise Price shall be proportionally decreased.

                  (ii)  REVERSE  STOCK SPLIT.  If the Company  shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then upon
the effective  date  thereof,  the number of shares of Common Stock which Holder
shall  be  entitled  to  purchase   upon  Exercise  of  this  Warrant  shall  be
proportionately  decreased  and  the  Exercise  Price  shall  be  proportionally
increased.  The Company shall give Holder the same notice it provides to holders
of Common Stock of any transaction described in this Section 5(b).

         (c)      DISTRIBUTIONS. If the Company shall at any time distribute for
no consideration  to holders of Common Stock cash,  evidences of indebtedness or
other securities or assets (other than cash dividends or  distributions  payable
out of earned  surplus or net profits for the current or preceding  years) then,
in any such case,  Holder  shall be entitled to receive,  upon  Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of  indebtedness  or other  securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination  Date") or, in lieu thereof, if
the Board of  Directors  of the Company  should so determine at the time of such
distribution,  a reduced  Exercise Price  determined by multiplying the Exercise
Price on the  Determination  Date by a fraction,  the  numerator of which is the
result  of such  Exercise  Price  reduced  by the  value  of  such  distribution
applicable  to one share of Common  Stock  (such value to be  determined  by the
Board of  Directors of the Company in its  discretion)  and the  denominator  of
which is such Exercise Price.

         (d)      NOTICE  OF CONSOLIDATION OR MERGER. In the  event of a merger,
consolidation,  exchange of shares, recapitalization,  reorganization,  or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or


                                      E-14

<PAGE>

other  assets  of the  Company  or  another  entity or there is a sale of all or
substantially all the Company's assets (a "Corporate Change"), then this Warrant
shall be exerciseable  into such class and type of securities or other assets as
Holder would have received had Holder exercised this Warrant  immediately  prior
to such Corporate  Change;  provided,  however,  that Company may not affect any
Corporate  Change  unless it first  shall have given  thirty (30) days notice to
Holder hereof of any Corporate Change.

         (e)      EXERCISE  PRICE  ADJUSTED.  As used in this Warrant,  the term
"Exercise  Price" shall mean the purchase price per share specified in Section 3
of this Warrant,  until the occurrence of an event stated in subsection (a), (b)
or (c) of this Section 5, and thereafter  shall mean said price as adjusted from
time to time in  accordance  with the  provisions  of said  subsection.  No such
adjustment  under this  Section 5 shall be made  unless  such  adjustment  would
change the Exercise Price at the time by $0.01 or more; provided,  however, that
all  adjustments  not so made  shall be  deferred  and made  when the  aggregate
thereof would change the Exercise Price at the time by $0.01 or more.

         (f)      ADJUSTMENTS:  ADDITIONAL SHARES, SECURITIES OR  ASSETS. In the
event  that at any time,  as a result of an  adjustment  made  pursuant  to this
Section 5, Holder  shall,  upon  Exercise of this  Warrant,  become  entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever  appropriate,  all references herein to shares of Common Stock shall be
deemed to refer to and include such shares  and/or other  securities  or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment  from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

         6.       FRACTIONAL INTERESTS.

                  No fractional shares or scrip  representing  fractional shares
shall be issuable  upon the  Exercise of this  Warrant,  but on Exercise of this
Warrant,  Holder may purchase only a whole number of shares of Common Stock. If,
on Exercise of this Warrant,  Holder would be entitled to a fractional  share of
Common  Stock or a right to acquire a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.

         7.       RESERVATION OF SHARES.

                  The  Company  shall at all times  reserve  for  issuance  such
number of authorized  and unissued  shares of Common Stock (or other  securities
substituted  therefor as herein above  provided) as shall be sufficient  for the
Exercise  of this  Warrant  and  payment  of the  Exercise  Price.  The  Company
covenants  and agrees  that upon the  Exercise  of this  Warrant,  all shares of
Common Stock issuable upon such exercise shall be duly and validly issued, fully
paid,  nonassessable  and not  subject  to  preemptive  rights,  rights of first
refusal or similar rights of any person or entity.

         8.       RESTRICTIONS ON TRANSFER.

                  (a) REGISTRATION OR EXEMPTION REQUIRED.  This Warrant has been
issued in a transaction exempt from the registration  requirements of the Act by
virtue of Regulation D and exempt from state registration under applicable state
laws.  The  Warrant  and the Common  Stock  issuable  upon the  Exercise of this
Warrant may not be pledged,  transferred, sold or assigned except pursuant to an
effective  registration  statement or unless the Company has received an opinion
from the Company's counsel to the effect that such registration is not required,
or the Holder has  furnished to the Company an opinion of the Holder's  counsel,
which  counsel shall be reasonably  satisfactory  to the Company,  to the effect
that  such  registration  is  not  required;  the  transfer  complies  with  any
applicable state securities laws; and, except in the circumstances  specified in
Section 2(c), the Holder consents to a legend being placed on  certificates  for
the Warrant Shares stating that the securities  have not been  registered  under
the Securities Act and referring to such  restrictions  on  transferability  and
sale.

                  (b)  ASSIGNMENT.  If  Holder  can  provide  the  Company  with
reasonably  satisfactory  evidence that the  conditions  of (a) above  regarding
registration  or  exemption  have been  satisfied,  Holder  may sell,  transfer,
assign, pledge or otherwise dispose of this Warrant, in whole or in part. Holder
shall  deliver a written  notice to  Company,


                                      E-15

<PAGE>

substantially  in the form of the  Assignment  attached  hereto  as  EXHIBIT  B,
indicating  the person or persons to whom the Warrant  shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated  by  Holder a Warrant  or  Warrants  of like  tenor and terms for the
appropriate number of shares.


         9.       BENEFITS OF THIS WARRANT.

                  Nothing in this Warrant  shall be construed to confer upon any
person other than the Company and Holder any legal or equitable right, remedy or
claim under this  Warrant and this Warrant  shall be for the sole and  exclusive
benefit of the Company and Holder.

         10.      APPLICABLE LAW.

                  This  Warrant is issued  under and shall for all  purposes  be
governed by and construed in accordance  with the laws of the state of Delaware,
without giving effect to conflict of law provisions thereof.

         11.      LOSS OF WARRANT.

                  Upon  receipt by the Company of  evidence of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction)  of indemnity or security  reasonably  satisfactory to the Company,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
shall execute and deliver a new Warrant of like tenor and date.

         12.      NOTICE OR DEMANDS.

                  Notices or  demands  pursuant  to this  Warrant to be given or
made by Holder to or on the Company shall be sufficiently  given or made if sent
by certified or registered mail, return receipt requested,  postage prepaid, and
addressed, until another address is designated in writing by the Company, to the
address  set forth in Section  2(a) above.  Notices or demands  pursuant to this
Warrant to be given or made by the Company to or on Holder shall be sufficiently
given or made if sent by certified or registered mail, return receipt requested,
postage  prepaid,  and  addressed,  to the  address  of Holder  set forth in the
Company's records, until another address is designated in writing by Holder.

         IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
____ day of July, 2000.


                                            ADATOM.COM, INC.



                                            By: ________________________________
                                            Richard S. Barton, President



                                      E-16

<PAGE>


                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                              TO: ADATOM.COM, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
____________  of the shares of Common Stock (the "Common  Stock") of ADATOM.COM,
INC. a Delaware  corporation (the "Company"),  evidenced by the attached warrant
(the  "Warrant"),  and herewith makes payment of the exercise price with respect
to such shares in full, all in accordance  with the conditions and provisions of
said Warrant.

1. The undersigned agrees not to offer,  sell,  transfer or otherwise dispose of
any  of the  Common  Stock  obtained  on  exercise  of the  Warrant,  except  in
accordance with the provisions of Section 8(a) of the Warrant.

2. The undersigned  requests that stock  certificates  for such shares be issued
free of any restrictive legend, if appropriate,  and a warrant  representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

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

------------------------------------------------------------------------
                                    Signature


-----------------------------------------------------------------------
                                   Print Name


------------------------------------------------------------------------
                                     Address

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

NOTICE

The  signature to the  foregoing  Exercise  Form must  correspond to the name as
written  upon the face of the  attached  Warrant  in every  particular,  without
alteration or enlargement or any change whatsoever.
------------------------------------------------------------------------


                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  the  undersigned  holder  of the  attached  warrant  (the
"Warrant") hereby sells,  assigns and transfers unto the person or persons below
named the right to purchase  _______  shares of the Common Stock of  ADATOM.COM,
INC.,  evidenced by the attached Warrant and does hereby irrevocably  constitute
and appoint _______________________ attorney to transfer the said Warrant on the
books of the Company, with full power of substitution in the premises.


                                      E-17

<PAGE>


Dated:
                                 ---------------------------------
                                             Signature


Fill in for new registration of Warrant:


 -----------------------------------
                  Name

-----------------------------------
                  Address

-----------------------------------
Please print name and address of assignee
(including zip code number)

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

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
------------------------------------------------------------------------



                                      E-18