EXHIBIT 4.2.46
                                                                  --------------


EXCEPT AS OTHERWISE PROVIDED IN THIS WARRANT, THE SECURITIES EVIDENCED BY THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (i) THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, (ii)
THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR (iii) THE COMPANY
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY
SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT.


                             SALON MEDIA GROUP, INC.
                          COMMON STOCK PURCHASE WARRANT


            1. Price and Number of Shares Subject to Warrant. FOR VALUE RECEIVED
and subject to the terms and conditions herein set forth, John Warnock, (the
"Purchaser"), is entitled to purchase from Salon Media Group, Inc., a Delaware
corporation (the "Company"), at any time after 5:00 p.m. California time on July
28, 2003 and before the termination of this Warrant pursuant to Section 12
below, at a price per share equal to $0.0345, as adjusted in accordance with
Section 3 below (the "Warrant Price"), that number of shares indicated in
Section 2 below of fully paid and nonassessable shares of the Common Stock of
the Company (which Common Stock currently trades on the OTC), as adjusted
pursuant to Section 3 (the "Warrant Shares").

            2. Number of Shares of Warrant Shares. The number of Warrant Shares
for which this Warrant is exercisable is equal to 300,000.

            3. Adjustment of Warrant Price and Warrant Shares. The number of
shares of Warrant Shares issuable upon the exercise of this Warrant and the
exercise price thereof shall be subject to adjustment from time to time, and the
Company agrees to provide notice upon the happening of certain events, as
follows:

                  (a) Merger, Sale of Assets, etc. If at any time the Company
proposes to (i) consolidate with or merge with or sell or convey all or
substantially all of its assets to any other corporation or entity, or (ii)
distribute stock, securities or other assets to the holders of Common Stock in
exchange for their shares of the Company's Common Stock, then the Company shall
give the holder of this Warrant thirty (30) days advance notice of the effective
date of such transaction and to the extent the Warrant has not been exercised in
full by the effective date of such transaction, this Warrant shall terminate.
The foregoing notwithstanding, a merger or consolidation of the Company with or
into another corporation after which the shareholders of the Company immediately
prior to such transaction hold more than fifty percent (50%) of the voting power
of the surviving entity, shall not result in termination of this Warrant;
instead this Warrant shall be exchanged for a warrant of the surviving
corporation that shall entitle the holder hereof to acquire upon the exercise
thereof the number of shares of stock or

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other property to which the holder of the number of shares of the Warrant Shares
which are subject to this Warrant on the effective date of the merger would have
been entitled to receive for such securities under the terms of the merger.

                  (b) Reclassification, etc. If the Company at any time shall,
by subdivision, combination or reclassification of securities or otherwise,
change any of the securities to which purchase rights under this Warrant exist
into the same or a different number of securities of any class or classes, this
Warrant shall thereafter entitle its holder to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities which were subject to the purchase rights under this Warrant
immediately prior to such subdivision. combination, reclassification or other
change. If shares of the class of the Company's stock for which this Warrant is
being exercised are subdivided or combined into a greater or smaller number of
shares of stock, the Warrant Price shall be proportionately reduced in the case
of subdivision of shares or proportionately increased in the case of combination
of shares, in both cases by the ratio which the total number of shares of such
class of stock to be outstanding immediately after such event bears to the total
number of shares of such class of stock outstanding immediately prior to such
event.

                  (c) Adjustment for Dividends in Stock. In case at any time or
from time to time on or after the date hereof the holders of the shares of the
Company's capital stock of the same class and series as the Warrant Shares (or
any shares of stock or other securities at the time receivable upon the exercise
of this Warrant) shall have received, or, on or after the record date fixed for
the determination of eligible shareholders, shall have become entitled to
receive, without payment therefor, other or additional stock of the Company by
way of dividend, then and in each case, the holder of this Warrant shall, upon
the exercise hereof, be entitled to receive, in addition to the number of shares
of Warrant Shares receivable thereupon, and without payment of any additional
consideration therefor, the amount of such other or additional stock of the
Company which such holder would hold on the date of such exercise had it been
the holder of record of such Warrant Shares on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock receivable
by it as aforesaid during such period, giving effect to all adjustments called
for during such period by paragraph (c) of this Section 3.

                  (d) Adjustment of Warrant Price.

                  (i) Special Definitions. For purposes of this Section 3(d),
the following definitions shall apply:

                  (A) "Options" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common Stock or Convertible
Securities (as defined below).

                  (B) "Convertible Securities" shall mean any evidences of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock.

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                  (C) "Additional Shares of Common Stock" shall mean all shares
of Common Stock issued (or, pursuant to Section 3(d)(iii) below, deemed to be
issued) by the Company after the Warrant Issue Date (as defined below), other
than shares of Common Stock issued or issuable:

                  (I) upon conversion of shares of Series A Preferred Stock or
Series B Preferred Stock;

                  (II) to officers, directors or employees of, or consultants
to, the Company pursuant to a warrant, stock grant, option agreement or plan,
purchase plan or other employee stock incentive program or agreement approved by
the Board of Directors, up to a maximum number of shares of Common Stock
(assuming full conversion of any such convertible securities into Common Stock)
equal to 25% of the then outstanding shares of the Company's Common Stock,
Series A Preferred Stock (as converted) and Series B Preferred Stock (as
converted);

                  (III) in connection with the acquisition by the Company of
another business entity or majority ownership thereof approved by the Board of
Directors;

                  (IV) to lease companies, real estate lessors, banks or
financial institutions, whether shares or warrants, in connection with any lease
or debt financing transaction approved by the Board of Directors;

                  (V) upon exercise of warrants outstanding as of the date of
the Warrant Issue Date (as defined hereafter);

                  (VI) in connection with a transaction described in Section
3(d)(iv);

                  (VII) in connection with a strategic investment and/or
acquisition of technology or intellectual property approved by the Board of
Directors;

                  (VIII) by way of dividend or other distribution on shares of
Common Stock excluded from the definition of Additional Shares of Common Stock
by the foregoing clauses (1) through (7).

                  (D) "Warrant Issue Date" shall mean the date on which the
Warrant was first issued by the Company.

                  (ii) No Adjustment of Warrant Price. No adjustment in the
Warrant Price shall be made with respect to the issuance of Additional Shares of
Common Stock unless the consideration per share for an Additional Share of
Common Stock issued or deemed to be issued by the Company is less than the
Warrant Price in effect on the date of, and immediately prior to, such issue.

                  (iii) Deemed Issue of Additional Shares of Common Stock. In
the event the Company at any time or from time to time after the Warrant Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders

<PAGE>

of any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares (as set forth in the instrument
relating thereto without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon the exercise
of such Options or, in the case of Convertible Securities, the conversion or
exchange of the Convertible Securities shall be deemed to be Additional Shares
of Common Stock issued as of the time of the issuance of such Option or
Convertible Security or, in case such a record date shall have been fixed, as of
the close of business on such record date:

                  (A) except as provided in Section 3(d)(iii)(B) and
3(d)(iii)(C) below, no further adjustment in the Warrant Price shall be made
upon the subsequent issue of Convertible Securities or shares of Common Stock
upon the exercise of such Options or conversion or exchange of such Convertible
Securities;

                  (B) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any change in the
consideration payable to the Company, or change in the number of shares of
Common Stock issuable, upon the exercise, conversion or exchange thereof (other
than under or by reason of provisions designed to protect against dilution), a
Warrant Price computed upon the original issue thereof (or upon the occurrence
of a record date with respect thereto) and any subsequent adjustments based
thereon, shall, upon any such increase or decrease becoming effective, be
recomputed to reflect such increase or decrease insofar as it affects such
Options or the rights of conversion or exchange under such Convertible
Securities;

                  (C) upon the expiration of any such Options or Convertible
Securities, the Warrant Price, to the extent in any way affected by or computed
using such Options or Convertible Securities, shall be recomputed to reflect the
issuance of only the number of shares of Common Stock actually issued upon the
exercise of such Options or Convertible Securities; and

                  (D) no readjustment pursuant to Section 3(d)(iii) clauses (B)
and (C) above shall have the effect of increasing the Warrant Price to an amount
which exceeds the lower of (1) the Warrant Price on the original adjustment date
or (2) the Warrant Price that would have resulted from any issuance of
Additional Shares of Common Stock between the original adjustment date and such
readjustment date.


                  (iv) Adjustment of Warrant Price Upon Issuance of Additional
Shares of Common Stock Below Purchase Price. In the event this Corporation shall
issue Additional Shares of Common Stock (including Additional Shares of Common
Stock deemed to be issued pursuant to Section 3(d)(iii)), after the Warrant
Issue Date, without consideration or for a consideration per share less than the
Warrant Price in effect on the date of and immediately prior to such issue (such
issuance price being referred to herein as the "Dilution Price"), then and in
each such event the Warrant Price shall automatically be adjusted as set forth
in this Section 3(d)(iv), unless otherwise provided in this Section 3(d)(i).

                  (A) Adjustment Formula. Whenever the Conversion Price is
adjusted by Section 3(d)(iv), the new Warrant Price shall be determined by
multiplying the Warrant Price then in effect by a fraction, the numerator of
which shall be the number of

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shares of Common Stock outstanding immediately prior to such issue plus the
number of shares of Common Stock which the aggregate consideration received by
the Company for the total number of Additional Shares of Common Stock so issued
would purchase at such Warrant Price in effect immediately prior to such
issuance, and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issues plus the number of such
additional shares of Common Stock so issued. For the purposes of this paragraph,
the number of outstanding shares of Common Stock shall be deemed to include the
Common Stock issuable on conversion of all other outstanding Preferred Stock,
upon conversion or exercise of any other outstanding Convertible Securities and
upon exercise of all vested Options (and assuming conversion of Convertible
Securities issuable upon exercise of Options).

                  (v) Determination of Consideration. For purposes of this
Section 3(d), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:


                  (A) Cash and Property: Such consideration shall:

                  (1) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Company before deducting any reasonable
discounts, commissions or other expenses allowed, paid or incurred by the
Company for any underwriting or otherwise in connection with the issuance and
sale thereof;

                  (2) insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as determined by
Board in the good faith exercise of its reasonable business judgment; and

                  (3) in the event Additional Shares of Common Stock are issued
together with other shares or securities or other assets of the Company for
consideration which covers both, be the proportion of such consideration so
received, computed as provided in clauses (1) and (2) above, as determined in
good faith by the Board.

                  (B) Options and Convertible Securities. The consideration per
share received by the Company for Additional Shares of Common Stock deemed to
have been issued pursuant to Section 3(d), relating to Options and Convertible
Securities, shall be determined by dividing:

                  (1) the total amount, if any, received or receivable by the
Company as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to
the Company upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by

<PAGE>

                  (2) the maximum number of shares of Common Stock (as set forth
in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.

            4. No Stockholder Rights. This Warrant, by itself, as distinguished
from any shares purchased hereunder, shall not entitle its holder to any of the
rights of a stockholder of the Company.

            5. Exercise of Warrant. This Warrant may be exercised in whole or
part by the holder, at any time after the date hereof and prior to the
termination of this Warrant, by the surrender of this Warrant, together with the
Notice of Exercise attached hereto as Attachment 1, duly completed and executed
at the principal office of the Company, accompanied by payment in full of the
Warrant Price in cash or by check with respect to the shares of Warrant Shares
being purchased. This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the shares of Warrant Shares
issuable upon such exercises shall be treated for all purposes as holder of such
shares of record as of the close of business on such date. As promptly as
practicable after such date, the Company shall issue and deliver to the person
or persons entitled to receive the same a certificate or certificates for the
number of full shares of Warrant Shares issuable upon such exercise.

            6. Conversion. In lieu of exercising this Warrant or any portion
hereof by paying cash, the holder hereof shall have the right to convert this
Warrant or any portion hereof and receive Warrant Shares by executing and
delivering to the Company at its principal office the written notice of
conversion in the form attached hereto as Attachment 2, respectively, specifying
the portion of the Warrant to be converted, and accompanied by this Warrant. The
number of shares of Warrant Shares to be issued upon such conversion shall be
computed using the following formula:

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

            Where                   X = the number of shares of Warrant Shares
                                        to be issued to the holder for the
                                        portion of the Warrant being converted.

                                    P = the portion in the form of a fraction of
                                        the Warrant being converted.

                                    Y = the total number of shares of Warrant
                                        Shares issuable upon exercise of the
                                        Warrant in full.

                                    A = the fair market value of one share of
                                        Warrant Shares which shall mean the last
                                        reported sale price per share of the
                                        Common Stock as reported on the Nasdaq
                                        National Market (or if the Common Stock
                                        is not then listed on the Nasdaq
                                        National Market, then such last reported
                                        sale price on a national securities
                                        exchange or other

<PAGE>

                                        nationally recognized exchange or
                                        trading system) on the day upon which
                                        the holder delivered its notice of
                                        conversion to the Company, or if no such
                                        price is reported on such day, such
                                        price on the next preceding business day
                                        for which such price is reported.

                                    B = the Warrant Price on the day upon which
                                        the holder delivered its notice of
                                        conversion to the Company.

Any portion of this Warrant that is converted shall be immediately canceled.

            7. Certificate of Adjustment. Whenever the Warrant Price or number
or type of securities issuable upon exercise of this Warrant is adjusted, as
herein provided, the Company shall deliver to the record holder of this Warrant
a certificate of an officer or other authorized person of the Company setting
forth the nature of such adjustment and a brief statement of the facts requiring
such adjustment.

            8. Sale or Transfer of Warrant. The Purchaser shall not sell or
transfer this Warrant other than to an affiliate of Purchaser. For the purposes
of this Agreement, an "Affiliate" shall mean any partner, limited partner or
member of Purchaser or any person or entity that directly or indirectly through
one or more intermediaries controls or is controlled by or is under common
control with Purchaser.

            9. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon the Company, its successors
and assigns. This Warrant cannot be assigned by Purchaser, except to an
Affiliate, without the express written consent of the Company.

            10. Representations and Covenants of the Company. The Company makes
the following representations and covenants:

                  (a) Authorization. All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Warrant, the performance of all
obligations of the Company hereunder and thereunder, and the authorization,
issuance (or reservation for issuance), sale and delivery of the Warrant Shares
issuable hereunder has been taken or will be taken prior to the Closing, and
this Warrant constitutes valid and legally binding obligations of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) to the extent the indemnification
provisions contained in this Warrant may be limited by applicable federal or
state securities laws.

                  (b) Valid Issuance of Common Stock. The Warrant Shares
issuable hereunder, when issued, sold and delivered in accordance with the terms
of this Warrant for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable, and will be free of restrictions on
transfer other than restrictions on transfer under this Warrant and under
applicable state and federal securities laws.

<PAGE>

                  (c) Reservation of Common Stock. The Common Stock issuable
upon exercise or conversion of this Warrant has been duly and validly reserved.
The Company will at all times during the term of the Warrant have authorized and
reserved a sufficient number of shares of Common Stock to provide for the
exercise rights represented by the Warrant, free from preemptive rights. In the
event the number of authorized but unissued shares of Common Stock are not
sufficient to permit exercise of the Warrant, the Company will take any such
corporate action necessary to increase its authorized but unissued shares of
common Stock to permit such exercise.

                  (d) Company Action. The Company will at all times during the
term of this Warrant act in good faith to assist in the carrying out of all of
the provisions of this Warrant. The Company will at all times during the term of
the Warrant take any and all action as may be necessary or appropriate to
protect the exercise of the rights of the Purchaser under this Warrant.

            11. Representations and Covenants of the Purchaser. This Warrant has
been entered into by the Company in reliance upon the following representations
and covenants of the Purchaser:

                  (a) Investment Purpose. The right to acquire Common Stock
contained herein will be acquired for investment and not with a view to the sale
or distribution of any part thereof, and the Purchaser has no present intention
of selling or engaging in any public distribution of the same except pursuant to
a registration or exemption.

                  (b) Private Issue. The Purchaser understands (i) that the
Common Stock issuable upon exercise of the purchase rights under this Warrant is
not registered under the Securities Act of 1933 Act or qualified under
applicable state securities laws on the ground that the issuance contemplated by
this Warrant will be exempt from the registration and qualifications
requirements thereof, and (ii) that the Company's reliance on such exemption is
predicated on the representations set forth in this Section.

                  (c) Financial Risk. Purchaser (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's investment; (ii) has the ability to bear the
economic risks of Purchaser's prospective investment; (iii) has had access to
such information as Purchaser has considered necessary to make a determination
to purchase the investment together with such additional information as is
necessary to verify the accuracy of the information supplied; and (iv) has not
been offered the investment by any form of advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any such media.

                  (d) Accredited Investor. Purchaser is an "accredited investor"
within the meaning of SEC Rule 501 of Regulation D, as presently in effect.

                  (e) Authorization. This Warrant constitutes the Purchaser's
valid and legally binding obligation, enforceable in accordance with its terms.

<PAGE>

                  (f) Disclosure of Information. Purchaser believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the rights under this Warrant. Purchaser further represents
that it has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the Warrant and the Common Stock
issuable upon exercise of the purchase rights thereunder.

                  (g) Investment Experience. Purchaser is an investor in
securities of companies and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Company's stock. If other than an individual,
Purchaser also represents that it has not been organized for the purpose of
acquiring the rights under this Warrant.

                  (h) Legends. It is understood that the Common Stock issuable
upon exercise of the rights under this Warrant may bear one or all of the
following legends:

                  (i) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND ARE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE
SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT
(i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
THE ACT OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF
COUNSEL, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE,
OFFER OR DISTRIBUTION."

                  (ii) Any legend required by the laws of the State of
California or other states, including any legend required by the California
Department of Corporations and Sections 417 and 418 of the Corporations Code.

            12. Termination. Unless otherwise terminated pursuant to Section 3
(a) above, this Warrant shall terminate at 5:00 p.m., California time, on the
third anniversary of the date hereof.

            13. Notices. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
receipt after deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address supplied by Purchaser to the Company or at such other address as
Purchaser shall designate by ten days advance written notice to the Company.

            14. Miscellaneous. This Warrant shall be governed by the laws of the
State of Delaware, as such laws are applied to contracts to be entered into and
performed entirely in Delaware by Delaware residents. The headings in this
Warrant are for purposes of convenience and reference only, and shall not be
deemed to constitute a part hereof. Any provision of this Warrant may be
amended, waived or modified upon the written consent of the Company, and the
Purchaser; provided, however that each other Purchaser of a Warrant shall, at
its option, be entitled to amend, waive or modify the Warrant held by such
Purchaser in a similar manner.

<PAGE>

Upon delivery of written notice to the Company by the Purchaser, this Warrant
shall be deemed amended, waived or modified in the same manner as any other
Warrant. Any amendment or waiver effected in accordance with this Section 14
shall be binding upon the Company, the Purchaser and each transferee of this
Warrant.



                                                  SALON MEDIA GROUP, INC.


                                                  Signed:

                                                  Printed:  Michael O'Donnell

                                                  Title:  President / CEO