EXHIBIT B (FORM OF WARRANT)


THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
ITS COUNSEL THAT  REGISTRATION OF SUCH  SECURITIES  UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                            SALES ONLINE DIRECT, INC.

                        Date of Issuance: March 23, 2000

No.: 01                                                Number of Shares: 300,000
                             Expires March 31, 2005


     FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth,  the
undersigned,  Sales Online Direct, Inc., a Delaware  corporation  (together with
its successors and assigns, the "Issuer"), hereby certifies that Augustine Fund,
L.P., or its permitted and  registered  assigns is entitled to subscribe for and
purchase,  during the period  specified in this  Warrant,  up to 300,000  shares
(subject to adjustment as hereinafter provided) of the duly authorized,  validly
issued,  fully paid and  non-assessable  Common  Stock of the  Issuer  ("Warrant
Stock"),  at an  exercise  price per share  equal to the  Warrant  Price then in
effect,  subject,  however,  to the provisions and upon the terms and conditions
hereinafter set forth.  Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 7 hereof.

     1. Term.  The right to subscribe  for and purchase  shares of Warrant Stock
represented  hereby  shall  commence on the date of issuance of this Warrant and
shall expire at 5:00 p.m.,  central  time,  on March 31, 2005 (such period being
the "Term").

     2.  Method of  Exercise  Payment:  Issuance of New  Warrant:  Transfer  and
Exchange.

     (a) Time of Exercise.  The purchase rights  represented by this Warrant may
be exercised in whole or in part at any time and from time to time  beginning on
the date which is ninety (90) days after the first day of the Term.



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<PAGE>


     (b) Method of Exercise.  The Holder hereof may exercise  this  Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised,  payable at such Holder's  election (i) by certified or official bank
check or (ii) by surrender to the Issuer for  cancellation  of a portion of this
Warrant  representing  that number of unissued  shares of Warrant Stock which is
equal  to the  quotient  obtained  by  dividing  (A)  the  product  obtained  by
multiplying  the  Warrant  Price by the number of shares of Warrant  Stock being
purchased upon such exercise by (B) the difference  obtained by subtracting  the
Warrant  Price from the Per Share Market Value as of the date of such  exercise,
or (iii) by a combination  of the foregoing  methods of payment  selected by the
Holder of this Warrant.  In any case where the  consideration  payable upon such
exercise is being paid in whole or in part pursuant to the  provisions of clause
(ii) of this  subsection  (b), such  exercise  shall be  accompanied  by written
notice from the Holder of this Warrant  specifying the manner of payment thereof
and containing a calculation  showing the number of shares of Warrant Stock with
respect to which rights are being  surrendered  thereunder and the net number of
shares to be issued after giving effect to such surrender.

     (c)  Issuance of Stock  Certificates.  In the event of any  exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable  time,  not  exceeding  three Trading Days after such
exercise,  and the  Holder  hereof  shall be deemed for all  purposes  to be the
Holder  of the  shares  of  Warrant  Stock so  purchased  as of the date of such
exercise,  and (ii) unless this Warrant has expired, a new Warrant  representing
the  number of shares of  Warrant  Stock,  if any,  with  respect  to which this
Warrant shall not then have been exercised  (less any amount thereof which shall
have been  canceled  in  payment  or partial  payment  of the  Warrant  Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  Transferability  of  Warrant.  This  Warrant may be  transferred  by a
Purchaser  only in  accordance  with the terms of the Purchase  Agreement and in
compliance with applicable law.

     (e) Compliance with Securities Laws.

          (i) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired  solely for the Holder's own account and not as a
     nominee for any other party,  and for investment,  and that the Holder will
     not  offer,  sell or  otherwise  dispose  of this  Warrant or any shares of
     Warrant  Stock to be issued  upon  exercise  hereof  except  pursuant to an
     effective  registration  statement,  or  an  exemption  from  registration,
     under the Securities  Act  and  any  applicable  state securities laws. The
     Holder agrees to  abide  by the trading limitations imposed by Section 4(k)
     of the Purchase Agreement with respect to any sales of Warrant Stock.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates  representing  shares of Warrant  Stock  issued upon  exercise
     hereof shall be stamped or  imprinted  with a legend in  substantially  the
     following form:


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<PAGE>

               THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE
          UPON  EXERCISE  HEREOF  HAVE NOT BEEN  REGISTERED  UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
          OR  ANY  STATE   SECURITIES   LAWS  AND  MAY  NOT  BE  SOLD,
          TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
          THE SECURITIES  ACT AND UNDER  APPLICABLE  STATE  SECURITIES
          LAWS OR THE  ISSUER  SHALL HAVE  RECEIVED  AN OPINION OF ITS
          COUNSEL  THAT  REGISTRATION  OF SUCH  SECURITIES  UNDER  THE
          SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE
          SECURITIES LAWS IS NOT REQUIRED.

          (iii)  The  restrictions  imposed  by this  subsection  (e)  upon  the
     transfer  of this  Warrant or the shares of Warrant  Stock to be  purchased
     upon exercise hereof shall  terminate (A) when such  securities  shall have
     been resold pursuant to being  effectively  registered under the Securities
     Act,  (B) upon the Issuer's  receipt of an opinion of counsel,  in form and
     substance reasonably satisfactory to the Issuer, addressed to the Issuer to
     the  effect  that  such  restrictions  are no  longer  required  to  ensure
     compliance  with the Securities Act and state  securities  laws or (C) upon
     the  Issuer's  receipt of other  evidence  reasonably  satisfactory  to the
     Issuer that such registration and qualification under state securities laws
     is not required. Whenever such restrictions shall cease and terminate as to
     any such  securities,  the Holder thereof shall be entitled to receive from
     the Issuer (or its transfer agent and  registrar),  without  expense (other
     than  applicable  transfer taxes, if any), new Warrants (or, in the case of
     shares of Warrant Stock, new stock  certificates) of like tenor not bearing
     the  applicable  legend  required by paragraph  (ii) above  relating to the
     Securities Act and state securities laws.

     (f) Continuing Rights of Holder.  The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

     3. Stock Fully Paid: Reservation and Listing of Shares: Covenants.

     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant  Stock which may be issued upon the  exercise of this
Warrant or otherwise  hereunder  will,  upon issuance and payment of the Warrant
Price for such shares of Warrant  Stock,  be duly  authorized,  validly  issued,
fully paid and non-assessable and free from all taxes, liens and charges created
by or through  Issuer.  The Issuer further  covenants and agrees that during the
period within which this Warrant may be exercised,  the Issuer will at all times
have  authorized and reserved for the purpose of the issue upon exercise of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.



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<PAGE>



     (b) Reservation.  If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

     (c)  Covenants.  The  Issuer  shall not by any  action  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, 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  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer will (i) use its best  efforts to not permit the par
value,  if any, of its Common Stock to exceed the then effective  Warrant Price,
(ii) not amend or modify any provision of the  Certificate of  Incorporation  or
by-laws of the Issuer in any manner that would  adversely  affect in any way the
powers, preferences or relative participating,  optional or other special rights
of the Common Stock or which would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e) Rights and Obligations  under the Registration  Rights  Agreement.  The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the  Registration  Rights  Agreement dated as of even date herewith  between the
Issuer and the Holders  listed on the  signature  pages thereof (as amended from
time to time, the  "Registration  Rights  Agreement").  The Issuer shall keep or
cause to be kept a copy of the Registration Rights Agreement, and any amendments



                                      -4-
<PAGE>


thereto, at its chief executive office and shall furnish, without charge, copies
thereof to the Holder upon reasonable request.

     4.  Adjustment of Warrant  Price and Warrant  Share Number.  The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events as follows:

     (a)  Recapitalization,   Reorganization,  Reclassification,  Consolidation,
Merger or Sale.  (i) In case the Issuer after the  Original  Issue Date shall do
any of the following (each, a "Triggering Event"): (a) consolidate with or merge
into any other  Person and the Issuer shall not be the  continuing  or surviving
corporation of such  consolidation or merger,  or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or surviving Person but, in connection with such  consolidation  or merger,  any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or any  other  property,  or (c)  transfer  all or
substantially all of its properties or assets to any other Person, or (d) effect
a capital  reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event,  proper provision shall be made so that,
upon the basis and the terms and in the manner  provided  in this  Warrant,  the
Holder of this Warrant  shall be entitled  (x) upon the  exercise  hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised prior to such Triggering Event, to receive at the Warrant Price
in effect at the time  immediately  prior to the consummation of such Triggering
Event in lieu of the Common Stock  issuable  upon such  exercise of this Warrant
prior to such Triggering Event, the Securities,  cash and property to which such
Holder would have been entitled upon the  consummation of such Triggering  Event
if such Holder had exercised the rights represented by this Warrant  immediately
prior thereto,  subject to adjustments  (subsequent to such corporate action) as
nearly  equivalent  as possible  to the  adjustments  provided  for in Section 4
hereof or (y) to sell this Warrant  (or, at such  Holder's  election,  a portion
hereof) concurrently with the Triggering Event to the Person continuing after or
surviving such  Triggering  Event, or to the Issuer (if Issuer is the continuing
or  surviving  Person) at a sales  price  equal to the amount of cash,  property
and/or  Securities  to which a holder of the  number  of shares of Common  Stock
which would  otherwise  have been  delivered  upon the  exercise of this Warrant
would  have  been  entitled  upon  the  effective  date or  closing  of any such
Triggering Event (the "Event Consideration"), less the amount or portion of such
Event  Consideration  having a fair value equal to the  aggregate  Warrant Price
applicable to this Warrant or the portion hereof so sold.

     (ii)  Notwithstanding  anything  contained in this Warrant to the contrary,
the  Issuer  will  not  effect  any  Triggering  Event  unless,   prior  to  the
consummation  thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory  to, the Holder of this Warrant,  (A) the obligations of the Issuer
under this  Warrant (and if the Issuer shall  survive the  consummation  of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from,  any  continuing  obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance  with the foregoing  provisions of this subsection
(a),  such  Holder  shall be entitled  to  receive,  and such Person  shall have
similarly delivered to such Holder an opinion of counsel for such Person,  which
counsel  shall be  reasonably  satisfactory  to such  Holder,  stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))


                                      -5-
<PAGE>

shall be applicable to the Securities, cash or property which such Person may be
required to deliver  upon any  exercise of this  Warrant or the  exercise of any
rights pursuant hereto.

     (b) Subdivision or Combination of Shares.  If the Issuer, at any time while
this  Warrant is  outstanding,  shall  subdivide or combine any shares of Common
Stock,  (i) in case of  subdivision  of  shares,  the  Warrant  Price  shall  be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer  shall take a record of Holders of its Common Stock for the purpose of so
subdividing,  as at the applicable record date, whichever is earlier) to reflect
the  increase in the total  number of shares of Common  Stock  outstanding  as a
result of such subdivision,  or (ii) in the case of a combination of shares, the
Warrant Price shall be  proportionately  increased (as at the effective  date of
such  combination or, if the Issuer shall take a record of Holders of its Common
Stock  for the  purpose  of so  combining,  as at the  applicable  record  date,
whichever is earlier) to reflect the  reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c) Certain Dividends and  Distributions.  If the Issuer, at any time while
this Warrant is outstanding, shall:

          (i) Stock Dividends. Pay a dividend in, or make any other distribution
     to its stockholders (without  consideration  therefor) of, shares of Common
     Stock, the Warrant Price shall be adjusted, as at the date the Issuer shall
     take a record of the Holders of the Issuer's  Capital Stock for the purpose
     of receiving such dividend or other  distribution  (or if no such record is
     taken, as at the date of such payment or other distribution), to that price
     determined by multiplying the Warrant Price in effect  immediately prior to
     such record date (or if no such record is taken,  then immediately prior to
     such payment or other  distribution),  by a fraction  (1) the  numerator of
     which  shall be the total  number of  shares  of Common  Stock  outstanding
     immediately prior to such dividend or distribution, and (2) the denominator
     of which shall be the total  number of shares of Common  Stock  outstanding
     immediately after such dividend or distribution (plus in the event that the
     Issuer paid cash for  fractional  shares,  the number of additional  shares
     which would have been outstanding had the Issuer issued  fractional  shares
     in connection with said dividends); or

          (ii) Other Actions.  In the event that the Company shall offer options
     or rights to  subscribe  for  shares of Common  Stock,  or issue any Common
     Stock  Equivalents,  to all of its  holders  of Common  Stock,  then on the
     record date for such payment, distribution or offer or, in the absence of a
     record date, on the date of such payment, distribution or offer, the Holder
     shall  receive  what the Holder would have  received had it exercised  this
     Warrant  in full  immediately  prior to the  record  date of such  payment,
     distribution  or offer or, in the  absence  of a record  date,  immediately
     prior to the date of such payment, distribution or offer.

          (d) Issuance of Additional  Shares of Common Stock. If the Issuer,  at
any time while this Warrant is outstanding, shall issue any Additional Shares of
Common  Stock  (otherwise  than as provided  in the  foregoing  subsections  (a)
through (c) of this Section 4 or with  respect to Interest  Shares as defined in
the Purchase  Agreement),  at a price per share less than Per Share Market Value
then in effect or without  consideration,  then the Warrant Price upon each such
issuance  shall  be  adjusted  to  that  price  (rounded  to the  nearest  cent)
determined by multiplying the Warrant Price then in effect by a fraction:


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<PAGE>

               (i) the  numerator  of which shall be equal to the sum of (A) the
     number  of  shares of Common  Stock  outstanding  immediately  prior to the
     issuance of such  Additional  Shares of Common Stock plus (B) the number of
     shares of Common  Stock  (rounded to the  nearest  whole  share)  which the
     aggregate  consideration  for the total number of such Additional Shares of
     Common Stock so issued would purchase at a price per share equal to the Per
     Share Market Value then in effect, and

               (ii) the  denominator  of which  shall be equal to the  number of
     shares of Common Stock  outstanding  immediately after the issuance of such
     Additional Shares of Common Stock.

The  provisions  of  this  subsection  (d)  shall  not  apply  under  any of the
circumstances for which an adjustment is provided in subsections (a), (b) or (c)
of this Section 4. No  adjustment  of the Warrant Price shall be made under this
subsection (d) upon the issuance of any Additional  Shares of Common Stock which
are issued pursuant to any Common Stock  Equivalent if upon the issuance of such
Common Stock  Equivalent  (x) any  adjustment  shall have been made  pursuant to
subsection (e) of this Section 4 or (y) no adjustment  was required  pursuant to
subsection  (e) of this Section 4. The  provisions of this  subsection (d) shall
not apply in the event  securities  are  issued (I) to the Holder as a result of
the  Holder's  acceptance  of the First Offer (as defined in Section 4(l) of the
Purchase  Agreement)  or (II) to a third  party  pursuant  to an  Exception  (as
defined in Section 4(l) of the Purchase Agreement). No adjustment of the Warrant
Price  shall be made under this  subsection  (d) in an amount less than $.01 per
share, but any such lesser adjustment shall be carried forward and shall be made
at the time and together  with the next  subsequent  adjustment,  if any,  which
together with any  adjustments so carried forward shall amount to $.01 per share
or more,  provided that upon any  adjustment of the Warrant Price as a result of
any dividend or distribution  payable in Common Stock or Convertible  Securities
or the  reclassification,  subdivision  or  combination  of Common  Stock into a
greater or smaller number of shares,  the foregoing figure of $.01 per share (or
such figure as last adjusted)  shall be adjusted (to the nearest  one-half cent)
in proportion to the adjustment in the Warrant Price.

     (e) Other  Provisions  Applicable to Adjustments  Under this Section 4. The
following  provisions  shall be applicable to the making of  adjustments  in the
Warrant Price hereinbefore provided in Section 4:

          (i) Computation of Consideration.  The  consideration  received by the
     Issuer  shall  be  deemed  to be the  following:  to the  extent  that  any
     Additional  Shares of Common Stock or any Common Stock Equivalents shall be
     issued for a cash consideration,  the consideration  received by the Issuer
     therefor,  or if such  Additional  Shares of Common  Stock or Common  Stock
     Equivalents are offered by the Issuer for  subscription,  the  subscription
     price,  or,  if such  Additional  Shares of  Common  Stock or Common  Stock
     Equivalents are sold to underwriters or dealers for public offering without
     a  subscription  offering,  the  public  offering  price,  in any such case
     excluding  any amounts paid or receivable  for accrued  interest or accrued
     dividends   and  without   deduction   of  any   compensation,   discounts,
     commissions,  or  expenses  paid  or  incurred  by  the  Issuer  for  or in
     connection  with the  underwriting  thereof or otherwise in connection with


                                      -7-
<PAGE>

     the  issue  thereof;  to the  extent  that  such  issuance  shall  be for a
     consideration  other than cash, then, except as herein otherwise  expressly
     provided,  the fair market value of such  consideration at the time of such
     issuance as determined in good faith by the Board.  The  consideration  for
     any Additional Shares of Common Stock issuable pursuant to any Common Stock
     Equivalents shall be the  consideration  received by the Issuer for issuing
     such Common Stock Equivalents, plus the additional consideration payable to
     the Issuer upon the  exercise,  conversion or exchange of such Common Stock
     Equivalents.  In case of the issuance at any time of any Additional  Shares
     of Common Stock or Common Stock  Equivalents in payment or  satisfaction of
     any  dividend  upon any class of  Capital  Stock of the  Issuer  other than
     Common  Stock,  the  Issuer  shall  be  deemed  to have  received  for such
     Additional   Shares  of  Common  Stock  or  Common  Stock   Equivalents   a
     consideration equal to the amount of such dividend so paid or satisfied. In
     any case in which the  consideration  to be received or paid shall be other
     than  cash,  the Board  shall  notify  the  Holder of this  Warrant  of its
     determination  of the  fair  market  value of such  consideration  prior to
     payment or accepting receipt thereof.  If, within thirty days after receipt
     of said notice,  the Majority  Holders shall notify the Board in writing of
     their objection to such  determination,  a determination of the fair market
     value  of such  consideration  shall  be made by an  Independent  Appraiser
     selected by the  Majority  Holders  with the  approval of the Board  (which
     approval shall not be unreasonably withheld), whose fees and expenses shall
     be paid by the Issuer.

          (ii) Outstanding Common Stock. The number of shares of Common Stock at
     any time outstanding shall (A) not include any shares thereof then directly
     or  indirectly  owned or held by or for the account of the Issuer or any of
     its  Subsidiaries,  and (B) be deemed to include all shares of Common Stock
     then issuable upon conversion, exercise or exchange of any then outstanding
     Common Stock Equivalents or any other evidences of Indebtedness (including,
     without limitation, the Notes), shares of Capital Stock or other Securities
     which are or may be at any time convertible into or exchangeable for shares
     of Common Stock or Other Common Stock.

     (h) Other Action  Affecting  Common Stock. In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock,  other than an
action  described in any of the  foregoing  subsections  (a) through (g) of this
Section 4,  inclusive,  and the failure to make any adjustment  would not fairly
protect the purchase  rights  represented by this Warrant in accordance with the
essential  intent and  principle of this Section 4, then the Warrant Price shall
be  adjusted  in such  manner  and at such time as the  Board may in good  faith
determine to be equitable in the circumstances.

     (i) Adjustment of Warrant Share Number. Upon each adjustment in the Warrant
Price pursuant to any of the foregoing provisions of this Section 4, the Warrant
Share  Number  shall be adjusted,  to the nearest  whole  share,  to the product
obtained by  multiplying  the Warrant  Share  Number  immediately  prior to such
adjustment in the Warrant  Price by a fraction,  the numerator of which shall be
the Warrant Price  immediately  before giving effect to such  adjustment and the
denominator of which shall be the Warrant Price  immediately after giving effect
to such adjustment.

     (j) Form of Warrant after Adjustments. The form of this Warrant need not be
changed  because of any  adjustments in the Warrant Price or the number and kind
of Securities purchasable upon the exercise of this Warrant.

                                      -8-
<PAGE>

     5.  Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big five"  selected  by the  Holder,
provided  that the Issuer shall have ten days after  receipt of notice from such
Holder  of its  selection  of such firm to object  thereto,  in which  case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within thirty days after  submission to it
of such dispute.  Such opinion shall be final and binding on the parties hereto.
The fees and expenses of such accounting firm shall be paid by the Issuer.

     6. Fractional  Shares. No fractional shares of Warrant Stock will be issued
in connection  with an exercise  hereof;  rather the number of shares of Warrant
Stock shall be rounded up or down to the nearest whole share.

     7. Definitions.  For the purposes of this Warrant, the following terms have
the following meanings:

              "Additional  Shares of Common  Stock"  means all  shares of Common
       Stock issued by the Issuer after the Original  Issue Date, and all shares
       of Other Common,  if any,  issued by the Issuer after the Original  Issue
       Date, except any shares of Common Stock presently outstanding, any shares
       of Common  Stock issued upon the exercise of any existing or future stock
       options  or  grants  issued  to any  directors,  officers,  employees  or
       consultants  of the Issuer  under any  employee  incentive  stock  option
       and/or any stock option plan approved by the Board, the Warrant Stock and
       the Conversion Shares.

              "Board" shall mean the Board of Directors of the Issuer.

              "Capital  Stock"  means  and  includes  (i) any  and  all  shares,
       interests,  participations  or  other  equivalents  of  or  interests  in
       (however  designated)  corporate stock,  including,  without  limitation,
       shares of preferred or preference stock,  (ii) all partnership  interests
       (whether general or limited) in any Person which is a partnership,  (iii)
       all membership  interests or limited  liability  company interests in any
       limited liability company,  and (iv) all equity or ownership interests in
       any Person of any other type.

              "Certificate   of   Incorporation"   means  the   Certificate   of
       Incorporation  of the Issuer as in effect on the Original Issue Date, and
       as  hereafter  from  time  to time  amended,  modified,  supplemented  or
       restated in accordance  with the terms hereof and thereof and pursuant to
       applicable law.

                                      -9-

<PAGE>


              "Common  Stock" means the Common  Stock,  $.001 par value,  of the
       Issuer and any other Capital Stock into which such stock may hereafter be
       changed.

              "Common  Stock  Equivalent"  means  any  Convertible  Security  or
       warrant,  option  or  other  right  to  subscribe  for  or  purchase  any
       Additional Shares of Common Stock or any Convertible Security.

              "Convertible  Securities" means evidences of Indebtedness,  shares
       of  Capital  Stock  or  other  Securities  that are or may be at any time
       convertible into or exchangeable  for Additional  Shares of Common Stock.
       The term "Convertible Security" means one of the Convertible Securities.

              "Governmental Authority" means any governmental, regulatory or
     self-regulatory entity, department, body, official, authority,  commission,
     board,  agency or  instrumentality,  whether  federal,  state or local, and
     whether domestic or foreign.

              "Holders"  mean the  Persons  who shall  from time to time own any
       Warrant. The term "Holder" means one of the Holders.

              "Independent  Appraiser"  means a nationally  recognized  or major
       regional investment banking firm or firm of independent  certified public
       accountants of recognized  standing (which may be the firm that regularly
       examines  the  financial  statements  of the  Issuer)  that is  regularly
       engaged in the  business of  appraising  the  Capital  Stock or assets of
       corporations  or other  entities  as  going  concerns,  and  which is not
       affiliated with either the Issuer or the Holder of any Warrant.

              "Issuer" means Sales Online Direct, Inc., a Delaware  corporation,
       and its successors.

              "Majority  Holders"  means  at any time the  Holders  of  Warrants
       exercisable  for a majority of the shares of Warrant Stock issuable under
       the Warrants at the time outstanding.

              "Notes"  means the Series A 8%  Convertible  Notes issued and sold
       pursuant to the Purchase Agreement.

              "Conversion   Shares"   means  Common  Stock   issuable  upon  the
       conversion of any Notes.

              "Original  Issue Date" means the date first  written at the top of
       this Warrant.

              "Other  Common" means any other Capital Stock of the Issuer of any
       class  which  shall  be  authorized  at any time  after  the date of this
       Warrant  (other  than  Common  Stock)  and which  shall have the right to
       participate  in the  distribution  of  earnings  and assets of the Issuer
       without limitation as to amount.

              "OTC  Bulletin  Board"  means  the   over-the-counter   electronic
       bulletin board.

                                      -10-

<PAGE>

              "Person"  means  an  individual,  corporation,  limited  liability
       company,   partnership,   joint  stock  company,  trust,   unincorporated
       organization,  joint venture,  Governmental  Authority or other entity of
       whatever nature.

              "Per Share  Market  Value"  means on any  particular  date (a) the
       closing  bid price per share of the Common  Stock on such date on the OTC
       Bulletin Board or other  registered  national stock exchange on which the
       Common  Stock is then  listed or if there is no such  price on such date,
       then the closing bid price on such  exchange or  quotation  system on the
       date  nearest  preceding  such date,  or (b) if the  Common  Stock is not
       listed then on the OTC Bulletin  Board or any  registered  national stock
       exchange,  the  closing  bid  price  for a share of  Common  Stock in the
       over-the-counter  market, as reported by the OTC Bulletin Board or in the
       National Quotation Bureau Incorporated or similar  organization or agency
       succeeding to its functions of reporting prices) at the close of business
       on such date,  or (c) if the Common Stock is not then reported by the OTC
       Bulletin Board or the National Quotation Bureau  Incorporated (or similar
       organization or agency succeeding to its functions of reporting  prices),
       then the average of the "Pink Sheet"  quotes for the relevant  conversion
       period,  as determined in good faith by the holder,  or (d) if the Common
       Stock is not then  publicly  traded the fair  market  value of a share of
       Common Stock as determined by an Independent  Appraiser  selected in good
       faith by the Majority Holders; provided,  however, that the Issuer, after
       receipt of the  determination by such Independent  Appraiser,  shall have
       the right to select an additional Independent  Appraiser,  in which case,
       the fair market value shall be equal to the average of the determinations
       by each  such  Independent  Appraiser;  and  provided,  further  that all
       determinations  of the Per  Share  Market  Value  shall be  appropriately
       adjusted  for  any  stock  dividends,   stock  splits  or  other  similar
       transactions  during such period.  The determination of fair market value
       by an Independent  Appraiser shall be based upon the fair market value of
       the Issuer determined on a going concern basis as between a willing buyer
       and a willing  seller  and  taking  into  account  all  relevant  factors
       determinative of value, and shall be final and binding on all parties. In
       determining  the fair  market  value of any  shares of Common  Stock,  no
       consideration  shall be  given to any  restrictions  on  transfer  of the
       Common Stock imposed by agreement or by federal or state securities laws,
       or to the existence or absence of, or any limitations on, voting rights.

              "Purchase Agreement" means the Securities Purchase Agreement dated
       as of March 23, 2000, among the Issuer and the investors a party thereto.

              "Registration  Rights  Agreement"  has the  meaning  specified  in
       Section 3(e) hereof.

              "Securities"  means any debt or equity  securities  of the Issuer,
       whether now or hereafter authorized,  any instrument  convertible into or
       exchangeable  for  Securities or a Security,  and any option,  warrant or
       other right to purchase or acquire any Security.  "Security" means one of
       the Securities.

              "Securities Act" means the Securities Act of 1933, as amended,  or
       any similar federal statute then in effect.


                                       11

<PAGE>


              "Subsidiary"   means  any   corporation  at  least  50%  of  whose
       outstanding  Voting  Stock  shall  at  the  time  be  owned  directly  or
       indirectly by the Issuer or by one or more of its Subsidiaries, or by the
       Issuer and one or more of its Subsidiaries.

              "Trading  Day" means (a) a day on which the Common Stock is traded
       on the over the counter market as reported by the OTC Bulletin  Board, or
       (b) if the Common Stock is not listed on the OTC Bulletin Board, a day on
       which the Common Stock is traded on any other  registered  national stock
       exchange,  or (c) if the Common  Stock is not quoted on the OTC  Bulletin
       Board, a day on which the Common Stock is quoted in the  over-the-counter
       market as reported by the National Quotation Bureau  Incorporated (or any
       similar  organization  or agency  succeeding  its  functions of reporting
       prices);  provided,  however,  that in the event that the Common Stock is
       not  listed  or  quoted as set  forth in (a),  (b) and (c)  hereof,  then
       Trading Day shall mean any day except Saturday,  Sunday and any day which
       shall be a legal  holiday or a day on which banking  institutions  in the
       State of New York are  authorized or required by law or other  government
       action to close.

              "Term" has the meaning specified in Section 1 hereof.

              "Voting   Stock",   as  applied  to  the  Capital   Stock  of  any
       corporation,  means  Capital  Stock  of any  class  or  classes  (however
       designated)  having  ordinary voting power for the election of a majority
       of the members of the Board of  Directors  (or other  governing  body) of
       such  corporation,  other than  Capital  Stock  having such power only by
       reason of the happening of a contingency.

              "Warrants"  means the  Warrants  issued and sold  pursuant  to the
       Purchase Agreement,  including, without limitation, this Warrant, and any
       other warrants of like tenor issued in  substitution  or exchange for any
       thereof  pursuant to the provisions of Section 2(c),  2(d) or 2(e) hereof
       or of any of such other Warrants.

              "Warrant  Price" means  initially  120% of the lowest  closing bid
       price of the Common Stock for the five (5) the trading  days  immediately
       preceding  the  Closing  Date (as such term is  defined  in the  Purchase
       Agreement),  as such  price  may be  adjusted  from time to time as shall
       result from the adjustments specified in Section 4 hereof.

              "Warrant  Share Number" means at any time the aggregate  number of
       shares of Warrant Stock which may at such time be purchased upon exercise
       of this  Warrant,  after  giving  effect  to all  prior  adjustments  and
       increases  to such  number  made or  required  to be made under the terms
       hereof.

              "Warrant  Stock" means Common Stock  issuable upon exercise of any
       Warrant or  Warrants  or  otherwise  issuable  pursuant to any Warrant or
       Warrants.

         8.   Other Notices.  In case at any time:

              (A)    the Issuer shall make any  distributions  to the holders of
                     Common Stock; or

                                      -12-

<PAGE>


              (B)    the Issuer shall  authorize  the granting to all holders of
                     its Common Stock of rights to subscribe for or purchase any
                     shares of Capital Stock of any class or of any Common Stock
                     Equivalents or Convertible Securities or other rights; or

              (C)    there shall be any reclassification of the Capital Stock of
                     the Issuer; or

              (D)    there shall be any capital reorganization by the Issuer; or

              (E)    there shall be any (i)  consolidation  or merger  involving
                     the Issuer or (ii) sale,  transfer or other  disposition of
                     all or substantially all of the Issuer's  property,  assets
                     or  business  (except a merger or other  reorganization  in
                     which the Issuer shall be the surviving corporation and its
                     shares of Capital  Stock shall  continue to be  outstanding
                     and unchanged  and except a  consolidation,  merger,  sale,
                     transfer  or other  disposition  involving  a  wholly-owned
                     Subsidiary); or

              (F)    there  shall be a  voluntary  or  involuntary  dissolution,
                     liquidation  or  winding-up  of the  Issuer or any  partial
                     liquidation  of the  Issuer or  distribution  to holders of
                     Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
days prior to the action in question  and not less than twenty days prior to the
record  date or the date on which the  Issuer's  transfer  books  are  closed in
respect thereto.  The Issuer shall give to the Holder notice of all meetings and
actions by written  consent  of its  stockholders,  at the same time in the same
manner as notice of any  meetings  of  stockholders  is  required to be given to
stockholders who do not waive such notice (or, if such requires no notice,  then
two Trading Days written notice thereof describing the matters upon which action
is to be taken).  The Holder shall have the right, at Holder's expense,  to send
two  representatives  selected by it to each meeting,  who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive  copies of all  financial  and other  information
distributed or required to be distributed to the holders of the Common Stock.

         9. Amendment and Waiver. Any term, covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the


                                      -13-
<PAGE>


Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

        10. Governing Law.  This  warrant shall  be governed by and construed in
 accordance  with  the  laws  of the state of Delaware, without giving effect to
 principles of conflicts of law.

         11. Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m., central standard time,
on a Business Day, (ii) the Business Day after the date of transmission, if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number specified for notice later than 5:00 p.m.,  central standard time, on any
date and earlier than 11:59 p.m., central standard time, on such date, (iii) the
Business Day  following the date of mailing,  if sent by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

                  Sales Online Direct, Inc.
                  4 Brussels Street
                  Worcester, Massachusetts 01610
                  Telephone Number:  781.821.0199 or 508.791.6710
                  Facsimile Number:  508.797.5398 and 305.489.6114
                  Attention: Greg Rotman, CEO


or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.

         12. Warrant Agent.  The Issuer may, by written notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         13. Remedies.  The  Issuer  stipulates  that the remedies at law of the
Holder  of  this Warrant  in the  event  of any default or threatened default by
the Issuer in the performance  of  or  compliance  with any of the terms of this
Warrant are not and  will not  be  adequate  and  that,  to  the  fullest extent
permitted  by  law, such  terms may be specifically enforced by a decree for the
specific  performance  of  any  agreement  contained  herein or by an injunction
against a violation of any of the terms hereof or otherwise.


                                      -14-

<PAGE>

         14. Successors and Assigns.  This  Warrant  and  the  rights  evidenced
hereby  shall  inure  to  the benefit  of and be binding upon the successors and
assigns  of  the  Issuer, the  Holder hereof and (to the extent provided herein)
the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by
any such Holder or Holder of Warrant Stock.

         15. Modification and Severability.  If,  in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

         16. Headings.  The  headings  of  the  Sections of this Warrant are for
convenience  of  reference only and shall not, for any purpose, be deemed a part
of this Warrant.

        IN WITNESS WHEREOF,  the  Issuer has executed this Warrant as of the day
and year first above written.



                                          SALES ONLINE DIRECT, INC.


                                         By:____________________________________
                                            Greg Rotman, Chief Executive Officer



                                      -15-

<PAGE>



                                  EXERCISE FORM

                            SALES ONLINE DIRECT, INC.

The undersigned, pursuant to the provisions of the within Warrant, hereby elects
to purchase _____ shares of Common Stock of  ___________________  covered by the
within Warrant. Check here if purchase will be by cashless exercise: ______. No.
of Warrant Shares surrendered pursuant to exercise: _______________.

Dated: _________________           Signature         ___________________________

                                   Address           _____________________

                                                     _____________________



                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature        ___________________________

                                    Address          _____________________

                                                     _____________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________           Signature         ___________________________

                                   Address           _____________________

                                                     _____________________


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. _____ cancelled (or transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No. ____ issued for ____ shares of Common Stock in the
name of _______________.


                                      -16-

<PAGE>