THIS  WARRANT  AND THE  SECURITIES  REPRESENTED  BY THIS  WARRANT  HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES  LAWS. THIS WARRANT AND SUCH  SECURITIES MAY NOT BE SOLD,  MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
AN OPINION  OF  COUNSEL  OR OTHER  EVIDENCE  SATISFACTORY  TO THE  COMPANY  THAT
REGISTRATION IS NOT REQUIRED UNDER APPLICABLE SECURITIES LAWS.


                                     WARRANT
                           To Purchase Common Stock of
                                MEDEWAY.COM, INC.


         1.  Grant of  Warrant.  MedEWay.com,  Inc.,  a Texas  corporation  (the
"Company")  hereby grants to MB Software  Corporation  ("Holder"),  the right to
purchase  from the Company such number of shares of Common Stock as shall result
in Holder owning 5% of the outstanding  Common Stock of the Company,  on a fully
diluted  basis as of the date of exercise.  The Common Stock  issuable  upon the
exercise of this Warrant is sometimes referred to herein as the "Securities."

         2. Exercise  Price.  The  exercise  price per share of Common  Stock
shall be $.001 (the "Exercise Price").

         3.  Term; Exercise.  The term of this Warrant  shall be for a period of
ten years, beginning on November 11, 1999 (the "Term"). This Warrant may only be
exercised (i) at any time on or after the initial public offering of the Company
or (ii) immediately following the sale of all or substantially all of the assets
of  the  Company  or  (iii)  immediately  before  (x)  the  sale  of  all of the
outstanding  shares of Common Stock of the Company by the holders thereof or (y)
the merger of the Company or similar business combination with another entity in
which the Company is not the survivor.

         In order to exercise this Warrant,  Holder shall deliver to the Company
at its principal  office shall be  designated  from time to time by the Company:
(i) a written notice of Holder's election to exercise this Warrant, which notice
shall  specify  the  number  of  Securities  to be  purchased  pursuant  to such
exercise; (ii) cash or cash equivalent payable to the order of the Company in an
amount equal to the aggregate  Exercise Price for all Securities to be purchased
pursuant to such  exercise;  and (iii) a  subscription  for the Securities to be
purchased, in the form of the Subscription appearing at the end of this Warrant.
Upon receipt thereof, the Company shall, as promptly as practicable,  and in any
event  within  ten (10) days  thereafter,  execute or cause to be  executed  and
deliver to such Holder  certificates  representing  the aggregate number of full
Securities  issuable upon such exercise,  or if the Company has a transfer agent
for any of the  Securities,  to cause such  transfer  agent to do the same.  The
stock  certificates so delivered  shall be registered in the name of Holder,  or
such other name as shall be  designated  in said notice,  in which case,  Holder
shall be responsible for any applicable issue or transfer taxes.


<PAGE>

         This  Warrant  shall  be  deemed  to  have  been   exercised  and  such
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record  of such  shares  for all  purposes,  as of the date  that  said  notice,
together  with said  payment  and  Subscription  are  received by the Company as
aforesaid (the "Record  Date").  The Holder of this Warrant shall not, by virtue
of its ownership of this Warrant,  be entitled to any rights of a shareholder in
the Company,  either at law or in equity;  provided,  however, Holder shall, for
all  purposes,  be deemed to have  become the holder of record of such shares on
the Record Date.  This Warrant  shall remain  issued and  outstanding  until the
expiration of the Term.

         4. Taxes. The issuance of any Securities or other  certificate upon the
exercise of this Warrant shall be made without charge to the  registered  Holder
hereof,  or for any tax (other than  income  tax) in respect of the  issuance of
such certificate.

         5. Transfer;  Replacement.  Subject to the provisions of the  legend on
the face of this Warrant,  this Warrant and all options and rights hereunder are
transferable, as to all or any part of the number of Securities purchasable upon
its exercise,  by the Holder hereof in person or by duly authorized  attorney on
the books of the Company upon surrender of this Warrant at the principal offices
of the Company, together with the form of transfer authorization attached hereto
duly executed.  The Company shall deem and treat the  registered  Holder of this
Warrant at any time as the absolute  owner hereof for all purposes and shall not
be affected by any notice to the  contrary.  If this Warrant is  transferred  in
part,  the Company shall at the time of surrender of this Warrant,  issue to the
transferee a Warrant  covering the portion of this Warrant so  transferred,  and
issue to the  transferor  a Warrant  covering  the  portion of this  Warrant not
transferred.  Upon receipt of evidence reasonably satisfactory to the Company of
the loss,  theft,  destruction or mutilation of this Warrant,  the Company shall
issue a new Warrant of like tenor. Any such transfer shall be made in compliance
with all applicable  Federal and state  securities  laws,  and the  transferring
Holder  agrees to indemnify  and hold  harmless the Company from any  violations
thereof.

         6. Cash in Lieu of Fractional Shares. The Company shall not be required
to issue fractional  Securities upon the exercise of this Warrant. If the Holder
of this  Warrant  would be entitled,  upon the exercise of any rights  evidenced
hereby, to receive a fractional interest in any Security,  the Company shall pay
a cash  adjustment for such fraction  equal to the  equivalent  market price for
such  fractional  share (as determined in the manner  prescribed by the Board of
Directors) at the close of business on the exercise date.

         7. No Dilution or Impairment. The Company will not, by amendment of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary  act,  avoid or seek to avoid the  observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  in order to  protect  the  rights  of Holder of this
Warrant against impairment.

                                       2

<PAGE>


         8. Applicable Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of Texas  without  giving  effect to the
principles of choice of law thereof.

         9. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors  and permitted
assigns of the Company  and the Holder  hereof and shall be  enforceable  by any
such Holder.

         10.  Reservation  of Stock.  The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting  the  conversion  of this  Warrant,  such number of
Securities  as shall from time to time be  sufficient  to effect the exercise of
this Warrant.  If at any time the number of authorized  but unissued  Securities
shall not be  sufficient  to effect the  exercise  of all or any portion of this
Warrant,  the Company will take such corporate  action as may, in the opinion of
its counsel,  be necessary to increase its authorized but unissued Securities to
such number of shares as shall be sufficient for such purpose.

         11.  Headings.  Headings  of the  paragraphs  in this  Warrant  are for
convenience and reference only and shall not, for any purpose,  be deemed a part
of this Warrant.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed.

         Dated as of November 11, 1999.

                                                  MEDEWAY.COM, INC.



                                                  By:
                                                  Its:


<PAGE>

                          SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)


         The undersigned registered owner of that certain Warrant of the Company
(the "Warrant")  irrevocably exercises the Warrant for and purchases ___________
shares of Common Stock of MedEWay.com,  Inc.  purchasable with this Warrant, and
herewith  makes  payment  therefor,  all at the  price  and  on  the  terms  and
conditions  specified  in the Warrant and  requests  that  certificates  for the
shares of Common Stock hereby  purchased  (and any  securities or other property
issuable  upon  such  exercise)  be  issued  in the  name  of and  delivered  to
_________________________ whose address is _______________________________.

         Dated:_________________________



                                        By:____________________________________

                                        Its:___________________________________

                                        Address:_______________________________











<PAGE>



                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED,  the undersigned  registered  owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all the rights
of the  undersigned  under this  Warrant with respect to the number of shares of
Common Stock set forth below:


                                                         Number of Shares
         Name & Address of Assignee                      of Common Stock
         --------------------------                 -------------------------



and does hereby irrevocably constitute and appoint as Attorney _________________
to register such transfer on the books of MedEWay.com,  Inc.  maintained for the
purpose, with full power of substitution in the premises.


         Dated:_________________________



                                             By:________________________________

                                             Its:_______________________________

NOTICE:           The signature to this assignment must correspond with the name
                  as  written  upon  the  face of the  within  Warrant  in every
                  particular,  without  alteration or  enlargement or any change
                  whatever.

         The Assignee named above, by acceptance of this  assignment,  agrees to
be bound by the terms of this  Warrant  with the same  force and  effect as if a
signatory thereto.



                                                  (signature)

                                         Address:_______________________________



Dated:______________________