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                                                                 EXHIBIT 10.12


THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS.


                             SALESLOGIX CORPORATION

                          COMMON STOCK PURCHASE WARRANT

December 31, 1999                                          Certificate Number 2

         THIS IS TO CERTIFY that GE CAPITAL EQUITY INVESTMENTS, INC., and its
transferees, successors and assigns (the "Warrantholder"), for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, is
entitled to purchase from SALESLOGIX CORPORATION, a Delaware corporation (the
"Company"), at an initial Exercise Price of $28.75 per share, subject to
adjustment as provided herein, One Hundred Ninety-Four Thousand One Hundred Two
(194,102) shares (the "Aggregate Number") of the fully paid and nonassessable
Common Stock. The Aggregate Number is subject to adjustment or reduction as set
forth in Section 4 of this Common Stock Purchase Warrant (this "Warrant").

         SECTION 1. DEFINITIONS. As used herein, in addition to the terms
defined elsewhere herein, the following terms shall have the following meanings.
Capitalized terms not appearing below and not otherwise defined herein shall
have the meaning ascribed to them in the Note and Warrant Purchase Agreement.

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person; provided, that in no event shall BancAmerica
or GE (or any Affiliate of either BancAmerica or GE) be deemed to be an
Affiliate of the Company. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (a) to vote 10% or more
of the securities having ordinary voting power for the election of directors or
other managers of such other Person or (b) to direct or cause the direction of
the management and policies of such other Person, whether through the ownership
of voting securities, by contract or otherwise.

         "Aggregate Number" has the meaning assigned thereto in the first
paragraph hereof.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or New York, New York are
authorized or required by law or executive order to close.

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Company, as amended or supplemented from time to time.


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         "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act or the
Exchange Act.

         "Common Stock" means collectively (a) the Common Stock of the Company,
par value $0.001 per share, as described in the Certificate of Incorporation or
(b) any other capital stock into which the foregoing is reclassified or
reconstituted.

         "Convertible Securities" means evidences of indebtedness, shares of
stock or other securities which, directly or indirectly, are exchangeable for or
exercisable or convertible into Common Stock.

         "Current Market Price" shall refer to the per share value of the Common
Stock and shall mean, with respect to the value of a share of Common Stock on
any Business Day, (a) if the Common Stock is Publicly Traded at the time of
determination, the average of the closing prices on such day of the Common Stock
on all domestic securities exchanges on which the Common Stock is then listed,
or, if there have been no sales on any such exchange on such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of such
day or, if on any such day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted on NASDAQ as of 4:00 P.M. New York
time, on such day, or if on any day such security is not quoted on NASDAQ, the
average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of twenty (20) days consisting of the day as of which "Current
Market Price" is being determined and the nineteen (19) consecutive Business
Days prior to such day; or (b) if the Common Stock is not Publicly Traded at the
time of determination, the value determined in good faith by the Board of
Directors of the Company based on the per share price for which all the
outstanding shares of Common Stock (on a Fully Diluted basis, assuming receipt
of applicable consideration for any conversion, exchange or exercise of any
Convertible Securities or Options which are exchangeable for or convertible or
exercisable into Common Stock unless they are Out of the Money) could be sold in
an arm's-length transaction to a third party which is not an Affiliate, treating
the Company and its Subsidiaries as a going concern and assuming such sales were
between a willing buyer and a willing seller and without regard to any discount
for minority interest, restrictions on transfer or lack of marketability.

         "Exercise Price" means the price per share of Common Stock (or price
per share of Other Securities) at which the Common Stock (or Other Securities)
are purchasable pursuant to this Warrant. The Exercise Price is subject to
adjustment as provided herein.

         "Expiration Date" means the tenth (10th) anniversary of the date
hereof.

         "Fully Diluted" means, with respect to the Common Stock, as of a
particular time the total outstanding shares of Common Stock as of such time,
determined by treating all outstanding Options, warrants and other rights for
the purchase or other acquisition of shares of Common Stock (whether or not then
vested and exercisable and whether or not Out of the Money) as having been
exercised and by treating all outstanding securities directly or indirectly


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convertible into or exchangeable for shares of Common Stock (whether or not then
exercisable or convertible and whether or not Out of the Money) as having been
so converted or exchanged.

         "Majority Warrantholders" means the holders of at least fifty-one
percent (51%) of the Senior Warrants (based on the number of shares of Common
Stock for which such Senior Warrants may be exercised).

         "Note and Warrant Purchase Agreement" means the Senior Subordinated
Note and Warrant Purchase Agreement dated as of the date hereof, by and among
the Purchasers and the Company.

         "Option" shall mean any warrant, option or other right to subscribe for
or purchase a specified security of the Company.

         "Other Securities" shall mean any stock and other securities of the
Company or any other Person (corporate or otherwise) which the Warrantholder at
any time shall be entitled to receive, upon the exercise of this Warrant or
pursuant to Section 4 hereof, in lieu of or in addition to Common Stock.

         "Out of the Money" means (a) in the case of an Option, that the fair
market value of the shares of Common Stock, which the holder thereof is entitled
to purchase or subscribe for is less than the exercise price of such Option and
(b) in the case of a Convertible Security, that the quotient resulting from
dividing the face value of such Convertible Security by the number of shares of
Common Stock into or for which such Convertible Security is exercisable,
convertible or exchangeable is greater than the fair market value of a share of
Common Stock.

         "Principal Office" means the Company's principal office as set forth in
Section 15(a) hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Warrantholder.

         "Publicly Traded" means, with respect to any security, that such
security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ
or (c) traded in the domestic over-the-counter market, which trades are reported
by the National Quotation Bureau, Incorporated.

         "Senior Warrants" means (a) this Warrant, (b) the Initial Warrant
issued to the Purchaser other than the Warrantholder on the date hereof and (c)
any Adjustment Warrants.

         "Warrant Shares" means (a) the shares of Common Stock that have been
issued upon exercise of this Warrant in accordance with its terms and, (b) all
other shares of the Company's capital stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in connection
with any merger, consolidation, recapitalization or other reorganization
affecting the Company's capital stock, or acquired by way of any rights offering
or similar offering made in respect of the capital stock referred to in this
clause (b) or the foregoing clause (a).


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         SECTION 2. EXERCISE PRICE. The initial Exercise Price is $28.75 and is
subject to adjustment pursuant to Section 4 in connection with an adjustment of
the Aggregate Number. In addition, (a) in the event the Notes have not been
redeemed in full on August 31, 2000, the Exercise Price, effective on and after
August 31, 2000, shall be the lower of $28.75 or the Current Market Price
determined as of August 30, 2000; and (b) in the event the Notes have not been
redeemed in full on April 2, 2001, the Exercise Price, effective on and after
April 2, 2001, shall be the lower of (i) the Exercise Price as determined under
clause (a) of this sentence or (ii) the Current Market Price determined as of
March 30, 2001.

         SECTION 3. EXERCISE.

         (a) Right to Exercise; Exercise Amount. On or before the Expiration
Date, the Warrantholder, in accordance with the terms hereof, may exercise this
Warrant in whole or in part at any time by delivering this Warrant to the
Company during normal business hours on any Business Day at the Principal
Office, together with an Election to Purchase, in the form attached hereto as
Exhibit A (the "Election to Purchase"), duly executed, and payment of the
Exercise Price for each share to be purchased (with the total number of shares
to be purchased being referred to as the "Exercise Amount") as specified in the
Election to Purchase. If the Expiration Date is not a Business Day, then this
Warrant may be exercised on the next succeeding Business Day. The aggregate
Exercise Price (the "Aggregate Exercise Price") to be paid for the Exercise
Amount shall equal the product of (i) the Exercise Amount multiplied by (ii) the
Exercise Price.

         (b) Payment of Aggregate Exercise Price. Payment of the Aggregate
Exercise Price shall be made to the Company in cash or other immediately
available funds or as provided in Section 3(c) or (d) or a combination thereof.
In the case of payment of all or a portion of the Aggregate Exercise Price
pursuant to Section 3(c) or (d) below, the direction by the Warrantholder to
apply a portion of the Note held by the Warrantholder and/or to make a "Cashless
Exercise" shall serve as accompanying payment for that portion of the Aggregate
Exercise Price.

         (c) Cancellation of Note to Pay Aggregate Exercise Price. During any
period of time when the Warrantholder is also the Holder of a Note, the
Warrantholder shall have the right to pay all or a portion of the Aggregate
Exercise Price by applying all or any part of such Note, regardless of whether
such amount is then due or whether the Note is then redeemable, to the payment
of the Aggregate Exercise Price. The amount of the Note so applied shall be
treated as a payment of accrued and unpaid interest under the Note until such
accrued and unpaid interest is paid in full, and then shall be treated as the
prepayment of principal. Any part of the Note not so applied to payment of the
Aggregate Exercise Price shall continue to be due in accordance with the terms
thereof.

         (d) Cashless Exercise. The Warrantholder shall have the right to pay
all or a portion of the Aggregate Exercise Price by making a "Cashless Exercise"
pursuant to this Section 3(d), in which case the portion of the Aggregate
Exercise Price to be so paid shall be paid by reducing the number of shares of
Common Stock otherwise issuable pursuant to the Election to Purchase by an
amount of Common Stock with an aggregate Current Market Price equal to the
Aggregate Exercise Price to be so paid.


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         (e) Issuance of Shares of Common Stock. Upon receipt by the Company of
this Warrant at the Principal Office in proper form for exercise, and
accompanied by payment of the Aggregate Exercise Price as aforesaid, the
Warrantholder shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that certificates
representing such shares of Common Stock may not then be actually delivered.
Upon such surrender of this Warrant and payment of the Aggregate Exercise Price
as aforesaid, the Company shall issue and cause to be delivered with all
reasonable dispatch to, or upon the written order of, the Warrantholder (and in
such name or names as the Warrantholder may designate) a certificate or
certificates for the Exercise Amount, subject to any reduction as provided in
Section 3(d) for a Cashless Exercise.

         (f) Fractional Shares. The Company shall not be required to deliver
fractions of shares of Common Stock upon exercise of this Warrant. If any
fraction of a share of Common Stock would be deliverable upon exercise of this
Warrant, the Company may, in lieu of delivering such fraction of a share of
Common Stock, make a cash payment to the Warrantholder in an amount equal to the
same fraction of the Current Market Price.

         (g) Partial Exercise. In the event of a partial exercise of this
Warrant, the Company shall issue to the Warrantholder a Warrant in like form for
the unexercised portion thereof.

         SECTION 4. ADJUSTMENTS TO AGGREGATE NUMBER. The Aggregate Number shall
be subject to adjustment from time to time as set forth in this Section 4.

         (a) Adjustments for Stock Dividends, Subdivisions or Combinations. In
the event that at any time or from time to time, the Company shall:

                  (i) take a record of the holders of its Common Stock for the
         purpose of entitling them to receive a dividend payable in, or other
         distribution of, Common Stock (a "Stock Dividend"),

                  (ii) subdivide its outstanding shares of Common Stock into a
         larger number of shares of Common Stock (a "Stock Subdivision"), or

                  (iii) combine its outstanding shares of Common Stock into a
         smaller number of shares of Common Stock (a "Stock Combination"),

then the Aggregate Number in effect immediately prior thereto shall,
concurrently with the effectiveness of such event, be (1) proportionately
increased in the case of a Stock Dividend or a Stock Subdivision (with the
Exercise Price proportionately decreased; provided, that the Company shall not
be required to reduce the Exercise Price below the par value of the Common
Stock) and (2) proportionately decreased in the case of a Stock Combination
(with the Exercise Price proportionately increased). In the event the Company
shall declare or pay, without consideration, any dividend on the Common Stock
payable in any right to acquire Common Stock for no consideration, then the
Company shall be deemed to have made a Stock Dividend in an amount of shares
equal to the maximum number of shares issuable upon exercise of such rights to
acquire Common Stock.


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         (b) Adjustments for Other Distributions. In case at any time or from
time to time the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive any dividend or other distribution
(collectively, a "Distribution") of:

                  (i) cash,

                  (ii) any evidences of its indebtedness, any shares of its
         capital stock (other than additional shares of Common Stock) or any
         other securities or property of any nature whatsoever (other than
         cash), or

                  (iii) any options or warrants or other rights to subscribe for
         or purchase any of the following: any evidences of its indebtedness,
         any shares of its capital stock (other than additional shares of Common
         Stock) or any other securities or property of any nature whatsoever,

then the Warrantholder shall be entitled to receive upon the exercise of this
Warrant at any time on or after the taking of such record the number of Warrant
Shares to be received upon exercise of this Warrant determined as stated herein
and, in addition and without further payment, the cash, evidences of
indebtedness, stock, securities, other property, options, warrants and/or other
rights to which the Warrantholder would have been entitled by way of the
Distribution and subsequent dividends and distributions through the date of
exercise as if the Warrantholder (1) had exercised this Warrant immediately
prior to such Distribution and (2) had retained the Distribution in respect of
the Common Stock and all subsequent dividends and distributions of any nature
whatsoever in respect of any stock or securities paid as dividends and
distributions and originating directly or indirectly from such Common Stock.

         (c) Adjustments for Reclassification, Exchange and Substitution. If the
Common Stock issuable upon exercise of this Warrant shall be changed into the
same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification, merger, share exchange or
otherwise (other than a Stock Dividend, Stock Subdivision or Stock Combination
provided for above), the Aggregate Number then in effect, the Exercise Price
then if effect and the type of security purchasable under this Warrant shall,
concurrently with the effectiveness of such reorganization, reclassification,
merger, share exchange or other transaction, be appropriately and equitably
adjusted such that this Warrant shall be exercisable for, in lieu of the number
of shares of Common Stock which the Warrantholder would otherwise have been
entitled to receive, that number of shares of such other class or classes of
stock equivalent to the number of shares of Common Stock that would have been
subject to receipt by the Warrantholder upon exercise of this Warrant
immediately before such change and at an Exercise Price economically equivalent
to the Exercise Price in effect immediately before such change.

         (d) Consolidation, Merger, Share Exchange, etc. In case a
consolidation, merger or share exchange of the Company shall be effected with
another Person on or after the date hereof, or the sale, lease or transfer of
all or substantially all of its assets to another Person shall be effected on or
after the date hereof, then, as a condition of such consolidation, merger, share



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exchange, sale, lease or transfer, lawful and adequate provision shall be made
whereby the Warrantholder shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified herein and in
lieu of each Warrant Share immediately theretofore purchasable and receivable
upon the exercise of this Warrant, such shares of stock, securities, cash or
other property receivable upon such consolidation, merger, share exchange, sale,
lease or transfer by the holder of the number of shares of Common Stock issuable
pursuant to this Warrant immediately prior to such event. In any such case,
appropriate and equitable provision also shall be made with respect to the
rights and interests of the Warrantholder to the end that the provisions hereof
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities, cash or other property thereafter deliverable upon the
exercise of this Warrant. The Company shall not effect any such consolidation,
merger, share exchange, sale, lease or transfer unless prior to or
simultaneously with the consummation thereof the successor Person (if other than
the Company) resulting from such consolidation, merger or share exchange or the
Person purchasing, leasing or otherwise acquiring such assets shall assume, by
written instrument mailed to the Warrantholder at its last address appearing on
the books of the Company, the obligation to deliver to the Warrantholder such
shares of stock, securities, cash or other property as, in accordance with the
foregoing provisions, the Warrantholder may be entitled to purchase. The above
provisions of this Section 4(d) shall similarly apply to successive
consolidations, mergers, share exchanges, sales, leases or transfers.

         (e) Certificate as to Adjustments. The Company shall, upon the written
request at any time by the Warrantholder, furnish or cause to be furnished to
the Warrantholder a certificate setting forth such adjustments and
readjustments, the Aggregate Number at the time in effect and the amount, if
any, of other property which at the time would be received upon exercise of this
Warrant. Upon the occurrence of each adjustment or readjustment of the Aggregate
Number pursuant to this Section 4, the Company at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
furnish to the Warrantholder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.

         (f) Notices of Record Date. In the event that the Company shall propose
at any time:

                  (i) to declare any dividend or distribution upon its Common
         Stock, whether or not a regular cash dividend or a dividend payable in
         shares of capital stock and whether or not out of earnings or earned
         surplus;

                  (ii) to offer for subscription pro rata to the holders of any
         class or series of its stock any additional shares of stock of any
         class or series, or any other rights;

                  (iii) to effect any reclassification or recapitalization of
         its outstanding Common Stock involving a change in the Common Stock; or

                  (iv) to merge or consolidate with or into any other
         corporation, or sell, lease or convey all or substantially all of its
         property or business, or to liquidate, dissolve or wind up or enter
         into any share exchange; then, in connection with each such event, the
         Company shall send to the Warrantholder:


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                           (A) at least twenty (20) days' prior written notice
                  of the date on which a record shall be taken for such
                  dividend, distribution or subscription rights (and specifying
                  the date on which the holders of Common Stock shall be
                  entitled thereto) or for determining rights to vote in respect
                  of the matters referred to in clauses (iii) and (iv) above and
                  which such notice shall set forth such facts with respect
                  thereto as shall be reasonably necessary to indicate the
                  effect of such action on the Common Stock, if any, and any
                  adjustment which will be required to be made to the Aggregate
                  Number and the Exercise Price as a result of such action; and

                           (B) in the case of matters referred to in clauses
                  (iii) and (iv) above, in the event a record date is taken with
                  respect to any such matter, at least twenty (20) days' prior
                  written notice of such record date or, if no such record date
                  is taken, at least twenty (20) days' prior written notice of
                  the date when such matters shall take place (and specifying
                  the date on which the holders of Common Stock shall be
                  entitled to exchange their shares of Common Stock for
                  securities or other property deliverable upon the occurrence
                  of such event).


         (g) No Dilution or Impairment. The Company will not, by amendment of
the Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, share exchange,
dissolution or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, including without limitation
the adjustments required under this Section 4, and will at all times in good
faith assist in the carrying out of all such terms and in taking of all such
action as may be necessary or appropriate to protect the rights of the
Warrantholder against the type or nature of dilution or other impairment for
which protection is contemplated to be afforded the Warrantholder in this
Warrant.

         SECTION 5. WARRANTHOLDER'S RIGHTS IN CASE OF OTHER SECURITIES. If the
Warrantholder at any time shall have received or shall be entitled to receive
Other Securities pursuant to the terms hereof, appropriate provision shall be
made so that the Warrantholder receives with respect to such Other Securities as
nearly as possible the intended benefits of this Agreement with respect thereto.

         SECTION 6. NO IMPAIRMENT. The Company (a) will not increase the par
value of any shares of Common Stock receivable on the exercise of this Warrant
or take any other action if as a result thereof such par value would exceed the
Exercise Price and (b) will take all such action as may be reasonably necessary
or appropriate so that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock on the exercise of this Warrant.

         SECTION 7. RESERVATION TO COMMON STOCK AND OTHER COVENANTS.

         (a) Reservation of Authorized Common Stock. The Company shall at all
times reserve and keep available out of the aggregate of its authorized but
unissued shares, free of preemptive rights, such number of its duly authorized
shares of Common Stock, or other stock or


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securities deliverable pursuant to Section 4 hereof, as shall be sufficient to
enable the Company at any time to fulfill all of its obligations hereunder.

         (b) Affirmative Actions to Permit Exercise and Realization of Benefits.
If any shares of Common Stock reserved or to be reserved for the purpose of
exercise of this Warrant, or any shares or other securities reserved or to be
reserved for the purpose of issuance pursuant to Section 4 hereof, require
registration with or approval of any governmental authority under any federal or
state law before such shares or other securities may be validly delivered upon
exercise of this Warrant, then the Company covenants that it will, at its sole
expense, secure such registration or approval, as the case may be. The Company's
obligation hereunder shall apply also to approvals or expirations of waiting
periods required under the Hart-Scott-Rodino Antitrust Improvements Act (the
"HSR Act"), and with respect to any filings under the HSR Act, whether by the
Company, the Warrantholder or any other Person, the Company shall bear the costs
of all such filing fees with respect to such filings.

         (c) Validly Issued Shares. The Company covenants that all shares of
Common Stock that may be delivered upon exercise of this Warrant (including
those issued pursuant to Section 4 hereof) shall upon delivery by the Company be
duly authorized and validly issued, fully paid and nonassessable, free from all
taxes, liens and charges with respect to the issue or delivery thereof and
otherwise free of all other security interests, encumbrances and claims of any
nature whatsoever other than those created by the Warrantholder.

         (d) Restrictions on Performance. The Company shall not at any time
after the date hereof enter into an agreement or other instrument which, by its
terms, restricts its ability to perform its obligations hereunder or making such
performance or the issuance of shares of Common Stock upon the exercise of this
Warrant a default under any such agreement or instrument.

         (e) Modification of Certificate of Incorporation and By-Laws. The
Company shall not amend or consent to any modification, supplement or waiver of
any provision of the Certificate of Incorporation or the bylaws of the Company
in any manner which would have a material adverse effect on the rights of the
Warrantholder hereunder without the prior written consent of the Majority
Warrantholders (which consent shall not be unreasonably withheld or delayed).

         SECTION 8. NOTICE OF EXPIRATION DATE. The Company shall give to the
Warrantholder notice of the Expiration Date. Such notice may be given by the
Company not less than 30 days but not more than 60 days prior to the Expiration
Date; provided, that if the Company fails to give timely notice, the Expiration
Date will be extended to the date which is 30 days after the day on which such
notice is given.

         SECTION 9. TRANSFERS OF THE WARRANT.

         (a) Transfer and Exchanges. The Company shall initially record this
Warrant on a register to be maintained by the Company with its other stock books
and, subject to Section 9(b) hereof, from time to time thereafter shall transfer
this Warrant on such register when this Warrant is: (i) surrendered for transfer
in accordance with the terms hereof, and (ii) properly


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endorsed and accompanied by appropriate instructions. Upon any such transfer, a
new Warrant or Warrants shall be issued to the transferee and the Warrantholder
(in the event that this Warrant is only partially transferred) and the
surrendered Warrant shall be canceled. Each such transferee shall succeed to the
rights of the transferring Warrantholder hereunder to the extent of such
transfer. This Warrant may be exchanged at the option of a Warrantholder, when
surrendered at the Principal Office of the Company, for another Warrant or other
Warrants of like tenor and representing in the aggregate the right to purchase a
like number of shares of Common Stock, subject to adjustment as more fully set
forth herein.

         (b) Transfers Subject to Securities Laws; Registration Rights; and
Purchase Agreement. Subject to the securities law restrictions set forth in the
legend on the first page of this Warrant, the Warrantholder may at any time and
from time to time freely transfer its Warrant and the Warrant Shares in whole or
in part. Pursuant to the Registration Rights Agreement dated as of the date
hereof, among the Company and the Purchasers, Company has granted certain
registration rights to the holders of the Senior Warrants. This Warrant, the
Adjustment Warrants and the Warrant Shares are issued or issuable subject to the
provisions and conditions contained herein and in the Note and Warrant Purchase
Agreement.

         SECTION 10. NO VOTING RIGHTS. Prior to the exercise of this Warrant,
the Warrantholder shall not be entitled to any voting or other rights as a
stockholder of the Company as a result of being a holder of the Warrant except
as expressly provided herein.

         SECTION 11. PAYMENT OF TAXES. The Company shall pay all stamp taxes
attributable to the initial issuance of shares or other securities issuable upon
the exercise of this Warrant or issuable pursuant to Section 4 hereof, excluding
any tax or taxes which may be payable because of the transfer involved in the
issuance or delivery of any certificates for shares or other securities in a
name other than that of the Warrantholder in respect of which such shares or
securities are issued.

         SECTION 12. REPLACEMENT WARRANT. If this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant and upon receipt of indemnity reasonably
satisfactory to the Company; provided, that (a) if the Warrantholder is
BancAmerica, an indemnity by Bank of America Corp. shall be satisfactory and (b)
if the Warrantholder is GE, an indemnity by General Electric Capital Corp. shall
be satisfactory.

         SECTION 13. [INTENTIONALLY OMITTED].

         SECTION 14. DELAYS, OMISSIONS AND INDULGENCES. No delay or omission to
exercise any right, power or remedy accruing to the Warrantholder upon any
breach or default of the Company hereunder shall impair any such right, power or
remedy, nor shall it be construed to be a waiver of any such breach or default,
or any acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be


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deemed a waiver of any other breach or default theretofor or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the Warrantholder's part of any breach or default hereunder or under this
Warrant, or any waiver on the Warrantholder's part of any provisions or
conditions hereof must be in writing and that all remedies, either hereunder or
by law or otherwise afforded to the Warrantholder, shall be cumulative and not
alternative.

         SECTION 15. NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopy,
overnight courier service or personal delivery and shall be addressed to such
party at the address set forth below or such other address as may hereafter be
designated in writing by such party:

                  (a)      if to the Company:

                           SalesLogix Corporation
                           8800 North Gainey Center Drive
                           Suite 200
                           Scottsdale, AZ  85258
                           Attention:  Chief Financial Officer
                           Telecopy:  (480) 368-3799

                           With a required copy to:

                           Osborn Maledon, P.A.
                           2929 North Central Avenue
                           Suite 2100
                           Phoenix, AZ 85012
                           Telecopy:  (602) 640-6067
                           Thomas H. Curzon, Esq.

                  (b)      If to the initial Warrantholder hereunder:

                           GE Capital Equity Investments, Inc.
                           120 Long Ridge Road
                           Stamford, CT  06927
                           Telecopy:  (602) 640-6067
                           Paul Gelburd, Managing Director

                  (c)      if to any subsequent Warrantholder, to the respective
                           address set forth on the corporate records of the
                           Company.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five (5) Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.


                                       11
<PAGE>   12

         SECTION 16. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, provided that the Company shall have no right to assign its rights,
or to delegate its obligations, hereunder without the prior written consent of
the Warrantholder.

         SECTION 17. AMENDMENTS. No amendment to or waiver of any Senior Warrant
shall be effective unless in writing and executed by the Majority
Warrantholders; provided, that no amendment to any Senior Warrant that unfairly
discriminates against the holder thereof shall be made without the written
consent of such holder.

         SECTION 18. SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

         SECTION 19. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT IS TO BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

         SECTION 20. ENTIRE AGREEMENT. This Warrant and the Note and Warrant
Purchase Agreement are intended by the parties as a final expression of their
agreement and are intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein.

         SECTION 21. RULES OF CONSTRUCTION. The titles and captions of the
Sections and other provisions hereof are for convenience of reference only and
are not to be considered in construing this Agreement. Unless the context
otherwise requires "or" is not exclusive, and references to sections or
subsections refer to sections or subsections of this Warrant. All pronouns and
any variations thereof refer to the masculine, feminine or neuter, singular or
plural, as the context may require.

                                *   *   *   *   *


                                       12
<PAGE>   13
         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first above written.


                             SALESLOGIX CORPORATION


                             By:_______________________________________________
                                Name:     Gary R. Acord
                                Title:    Chief Financial Officer



<PAGE>   14



                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE


To:      SALESLOGIX CORPORATION

         1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise such Warrant with respect to ________ shares of Common
Stock (the "Exercise Amount"). Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

         2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Aggregate Exercise Price to be paid by each type of payment):

                           ____     Exercise for Cash
                           ____     Note Cancellation
                           ____     Cashless Exercise

         3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


                    ____________________________________________________
                    (Name of Record Warrantholder/Transferee)

and deliver such certificate or certificates to the following address:

                    ______________________________________________

                    ______________________________________________

                    ______________________________________________

                    (Address of Record Warrantholder/Transferee)

         4. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

<PAGE>   15


         5. If the Exercise Amount is less than all of the shares of Common
Stock purchasable hereunder, please issue a new warrant representing the
remaining balance of such shares, as follows:


                    _________________________________________________
                    (Name of Record Warrantholder/Transferee)

and deliver such warrant to the following address:


                    ______________________________________________

                    ______________________________________________

                    ______________________________________________

                    (Address of Record Warrantholder/Transferee)


         In witness whereof, the undersigned Warrantholder has caused this
Election to Purchase to be executed as of this _____ day of __________, ______.


                             _________________________________________
                             (Name of Warrantholder)



                             By:______________________________________