CLASS "D" WARRANT


     THIS WARRANT CERTIFIES THAT -----------------------------------------------
("Holder") is entitled to purchase from  VERTICALBUYER,  INC., 40 Linnell Circle
Billerica, MA 01821, a Delaware corporation, ("VerticalBuyer"), at the price and
during the period as hereinafter specified, up to ------------------------------
shares (the "Shares") of VerticalBuyer  common stock, $.001 par value per share.
References to "Holder" in this apply to the Holder and, as  appropriate,  to any
transferee, if any, of the Warrants.

1.   EXERCISE

     Price and Period.  The rights  represented by this warrant (the  "Warrant")
     shall be exercisable for a period of two (2) years (the "Exercise  Period")
     beginning on the effective  date (the  "Effective  Date") of a registration
     statement covering the Shares (the "Registration Statement") filed with the
     Securities and Exchange  Commission  ("SEC"), at an exercise price of $1.00
     per Share, subject to adjustment in accordance with paragraph 7 of hereof.

2.   EXERCISE PROCEDURE

     The Warrant may be exercised at any time within the period above specified,
     in whole or in part, by

     (i)  the surrender of the Warrant,  with the purchase  form (the  "Purchase
          Form") at the end hereof properly executed, at the principal executive
          office  of  VerticalBuyer,  at  the  office  of  Olde  Monmouth  Stock
          Transfer,  Inc., 77 Memorial Parkway (Suite 101),  Atlantic Highlands,
          New Jersey 07716 (the "Warrant Agent") (or such other office or agency
          as  VerticalBuyer  may  designate  by notice in writing to CSPI at the
          address of CSPI appearing on its books); and

     (ii) payment to  VerticalBuyer of the Exercise Price then in effect for the
          number  of  Shares  specified  in  the  Purchase  Form  together  with
          applicable stock transfer taxes, if any; and

          The  Warrant  shall be deemed to have been  exercised,  in whole or in
          part to the  extent  specified,  immediately  prior  to the  close  of
          business on the date it is surrendered and payment is made in pursuant
          to this  paragraph,  and the  person or persons in whose name or names
          the certificates for Shares shall be issuable upon such exercise shall
          become the holders as of that date. The certificates for the Shares so
          purchased shall be delivered to the holder(s) within a reasonable time
          after the Warrant shall have been exercised.

3.   TRANSFER

     The Warrant is issued under  Regulation D to the United  States  Securities
     Act of 1933,  as amended  (the "1933 Act"),  and shall not be  transferred,
     sold,   assigned,   or   hypothecated   except  pursuant  to  an  effective
     registration  statement under the 1933 Act or an exemption  therefrom.  Any
     such assignment shall be effected by CSPI by

     (i)  executing the form of assignment at the end hereof and

     (ii) surrendering  the Warrant for  cancellation at the office or agency of
          VerticalBuyer referred to in paragraph 2 hereof,

     whereupon  VerticalBuyer  shall  issue,  in the name(s)  specified  by CSPI
     ("Transferee(s)")  and,  which may include CSPI,  new Warrant of like tenor
     representing in the aggregate  rights to purchase the same number of Shares
     as are purchasable hereunder.

4.   UNDERLYING SHARES OF COMMON STOCK

     VerticalBuyer covenants and agrees that all Shares which may be issued upon
     exercise of the Warrants will,  upon issuance,  be duly and validly issued,
     fully paid and  nonassessable.  VerticalBuyer  further covenants and agrees
     that  during  the  periods  within  which  the  Warrant  may be  exercised,
     VerticalBuyer  will at all times have  authorized and reserved a sufficient
     number of Shares to provide for the exercise of the Warrant.

5.   NO ENTITLEMENT

     The Warrant shall not entitle CSPI to any voting, dividend, or other rights
     as a stockholder of VerticalBuyer.

6.   REGISTRATION STATEMENT AND INDEMNIFICATION

     VerticalBuyer will perform and carry out its obligations under that certain
     Registration  Rights  Agreement by and between  VerticalBuyer  and CSPI, of
     even date herewith

7.   ADJUSTMENT

     The  Exercise  Price  in  effect  at any time  and the  number  and kind of
     securities purchasable upon the exercise of the Warrant shall be subject to
     adjustment  from  time to time  upon the  happening  of  certain  events as
     follows:

     (a)  In  case  VerticalBuyer  shall  (i)  declare  a  dividend  or  make  a
          distribution on its outstanding  Shares,  (ii) subdivide or reclassify
          its  outstanding  shares of into a greater number of shares,  or (iii)
          combine or reclassify its outstanding  shares into a smaller number of
          shares,  the  Exercise  Price in effect at the time of the record date
          for such dividend or  distribution  or of the  effective  date of such
          subdivision, combination or reclassification shall be adjusted so that
          it shall equal the price  determined by multiplying the Exercise Price
          by a fraction,  the denominator of which shall be the number of shares
          outstanding  after giving effect to such action,  and the numerator of
          which shall be the number of shares  outstanding  immediately prior to
          such action.

     (b)  In case  VerticalBuyer  shall fix a record  date for the  issuance  of
          rights or warrants to all holders of its common stock  entitling  them
          to subscribe for or purchase  Shares (or securities  convertible  into
          common  stock) at a price  (the  "Subscription  Price")  (or  having a
          conversion  price per share) less than the current market price of the
          Shares  (as  defined  in  Subsection  (e)  below) on the  record  date
          mentioned below, the Exercise Price shall be adjusted so that the same
          shall equal the price  determined by multiplying  the number of shares
          then comprising underlying Shares by the product of the Exercise Price
          in effect immediately prior to the date of such issuance multiplied by
          a fraction,  the  numerator of which shall be the sum of the number of
          Shares  outstanding on the record date mentioned  below and the number
          of additional  Shares which the aggregate  offering price of the total
          number of Shares so offered (or the aggregate  conversion price of the
          convertible  securities  so offered)  would  purchase at such  current
          market price per share of its common  stock,  and the  denominator  of
          which  shall be the sum of the  number of Shares  outstanding  on such
          record  date  and  the  number  of  additional   Shares   offered  for
          subscription or purchase (or into which the convertible  securities so
          offered are  convertible).  Such adjustment shall be made successively
          whenever such rights or warrants are issued and shall become effective
          immediately   after  the  record   date  for  the   determination   of
          shareholders  entitled to receive such rights or warrants;  and to the
          extent that Shares are not delivered (or securities  convertible  into
          its  common  stock are not  delivered)  after the  expiration  of such
          rights or  warrants  the  Exercise  Price shall be  readjusted  to the
          Exercise Price which would then be in effect had the adjustments  made
          upon the issuance of such rights or warrants  been made upon the basis
          of  delivery of only the number of Shares (or  securities  convertible
          into its common stock actually delivered).

     (c)  In case VerticalBuyer shall hereafter distribute to the holders of its
          common stock evidences of its  indebtedness or assets  (excluding cash
          dividends or distributions  and dividends or distributions referred to
          in Subsection (a) above) or subscription rights or warrants (excluding
          those referred to in Subsection (b) above), then in each such case the
          Exercise Price in effect thereafter shall be determined by multiplying
          the number of shares then  comprising  an Shares by the product of the
          Exercise  Price in effect  immediately  prior thereto  multiplied by a
          fraction,  the  numerator of which shall be the total number of Shares
          outstanding  multiplied by the current  market price of the Shares (as
          defined in  Subsection  (e)  below),  less the fair  market  value (as
          determined  by  VerticalBuyer's  Board of  Directors) of the assets or
          evidences  of  indebtedness  so  distributed  or  of  such  rights  or
          warrants,  and the  denominator  of which shall be the total number of
          Shares  outstanding  multiplied by such current market price per share
          of its  common  stock.  Such  adjustment  shall  be made  successively
          whenever such a record date is fixed.  Such  adjustment  shall be made
          whenever  any such  distribution  is made and shall  become  effective
          immediately   after  the  record   date  for  the   determination   of
          shareholders entitled to receive such distribution.

     (d)  Whenever the Exercise  Price  payable upon  exercise of the Warrant is
          adjusted  pursuant to Subsections (a), (b) or (c) above, the number of
          Shares  purchasable upon exercise of the Warrant shall  simultaneously
          be adjusted by  multiplying  the number of Shares  initially  issuable
          upon  exercise of the Warrant by the  Exercise  Price in effect on the
          date hereof and  dividing  the  product so  obtained  by the  Exercise
          Price, as adjusted.

     (e)  For the purpose of any computation under Subsections (b) or (c) above,
          the  current  market  price per share of its common  stock at any date
          shall be deemed to be the average of the daily  closing  prices for 20
          consecutive business days before such date. The closing price for each
          day  shall be the last  sale  price  regular  way or,  in case no such
          reported  sale  takes  place  on such  day,  the  average  of the last
          reported  bid and asked  prices  regular  way,  in either  case on the
          principal  national  securities  exchange on which its common stock is
          admitted to trading or listed, or if not listed or admitted to trading
          on such exchange,  the average of the highest  reported bid and lowest
          reported  asked  prices as  reported  by  NASDAQ,  or if not listed or
          admitted to trading on such market, than the Over the Counter Bulletin
          Board  ("OTCBB")  or other  similar  organization  if the  OTCBB is no
          longer reporting such  information,  or if not so available,  the fair
          market price as determined by the Board of Directors.

     (f)  All  calculations  under this  Section 8 shall be made to the  nearest
          cent or to the nearest  one-hundredth  of a share, as the case may be.
          Anything  in  this   Section  8  to  the   contrary   notwithstanding,
          VerticalBuyer  shall be entitled,  but shall not be required,  to make
          such changes in the Exercise  Price,  in addition to those required by
          this Section 8, as it shall determine,  in its sole discretion,  to be
          advisable in order that any dividend or distribution in Shares, or any
          subdivision,  reclassification  or  combination  of its common  stock,
          hereafter made by VerticalBuyer shall not result in any Federal Income
          tax  liability  to the  holders  of its  common  stock  or  securities
          convertible into its common stock.

     (g)  Whenever  the  Exercise  Price  is  adjusted,   as  herein   provided,
          VerticalBuyer  shall  promptly,  but no later  than 10 days  after any
          request for such an adjustment by CSPI,  cause a notice  setting forth
          the adjusted  Exercise  Price and adjusted  number of Shares  issuable
          upon exercise of the Warrant and, if requested, information describing
          the  transactions  giving  rise to such  adjustments,  to be mailed to
          CSPI,  at the  address set forth  herein,  and shall cause a certified
          copy thereof to be mailed to its transfer agent, if any. VerticalBuyer
          may retain a firm of independent certified public accountants selected
          by its  board  of  directors  (which  may be the  regular  accountants
          employed by  VerticalBuyer)  to make any computation  required by this
          Section 8, and a  certificate  signed by such firm shall be conclusive
          evidence of the correctness of such adjustment.

     (h)  In the event  that at any  time,  as a result  of an  adjustment  made
          pursuant  to  Subsection  (a)  above,  CSPI  thereafter  shall  become
          entitled to receive any shares of VerticalBuyer, other than its common
          stock,  thereafter the number of such other shares so receivable  upon
          exercise of the Warrant  shall be subject to  adjustment  from time to
          time in a manner and on terms as nearly  equivalent as  practicable to
          the  provisions   with  respect  to  its  common  stock  contained  in
          Subsections (a) to (g), inclusive above.

8.       APPLICABLE LAW

     The Warrant  shall be governed  by and in  accordance  with the laws of the
     State of  Massachusetts  applied to  contracts  made and before  within the
     State of Massachusetts.

     IN WITNESS  WHEREOF,  VerticalBuyer,  Inc.,  has  caused the  Warrant to be
signed by its duly authorized  officer under its corporate seal, and the Warrant
to be dated the date first above written.





         VERTICALBUYER, INC.


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

         Tim Rose, President
















                                  TRANSFER FORM


                (To be signed only upon transfer of the Warrant)



     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto  --------------------  the right to purchase  Shares of the Common Stock of
VerticalBuyer, Inc., in the numbers set forth below represented by the foregoing
Warrant    to   the    extent    of   ------------    shares    and    appoints
---------------------  as  attorney-in-fact  to transfer such rights on the
books of VerticalBuyer, Inc., with full power of substitution in the premises.


Dated:

Name:

Signature:

Address:




In the presence of:






















                                  PURCHASE FORM


                   (To be signed only upon exercise of option)



     THE  UNDERSIGNED,  the holder of the  foregoing  Warrant  (the  "Warrant"),
hereby  irrevocably  elects to exercise the purchase  rights  represented by the
Warrant for, and to purchase  thereunder, ---------- shares of the common stock,
$.001 par value ("Shares") of VerticalBuyer,  Inc.,  exercisable for a period of
one year after the date of an effective  registration  statement relating to the
Shares  underlying  the Warrant makes  payment of  $----------  therefor,  and
requests that the  certificates  for the Shares be issued in the name(s) of, and
delivered as follows:



         Name(s)

         Address:





         Dated: