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                                                                    Exhibit 4.06


WARRANT # 007 Page 1 of 6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY
AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE
SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS
SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND
SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        WORLDWIDE WEB NETWORX CORPORATION

WARRANT #007

         This is to Certify That, FOR VALUE RECEIVED, ELMINOR PORTFOLIO CORP.
("Elminor"), or assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from WorldWide Web NewtworX Corporation, a Delaware
corporation ("Company"), Five Hundred Thousand (500,000) fully paid, validly
issued and nonassessable shares of common stock, $.001 par value, of the Company
("Common Stock") at a price of $4.00 per share at any time or from time to time
during the period from February 1, 2000, through January 31, 2001 (the "Exercise
Period"), subject to adjustment as set forth herein. The number of shares of
Common Stock to be received upon the exercise of this Warrant and the price to
be paid for each share of Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price". This Warrant was originally issued in
connection with and pursuant to the terms of a Settlement Agreement and Release,
dated as of the date hereof, among Elminor, S. Allan Kline, and the Company.

         (a)      EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

                  (1) This Warrant may be exercised in whole or in part at any
time or from time to time during the Exercise Period; provided, however, that
(i) if either such day is a day on which banking institutions in the State of
New York are authorized by law to close, then on the next succeeding day which
shall not be such a day, and (ii) in the event of any merger, consolidation or
sale of substantially all the assets of the Company as an entirety, resulting in
any distribution to the Company's stockholders, prior to the expiration of the
Exercise Period, the Holder shall have the right to exercise this Warrant
commencing at such time through the expiration of the Exercise Period into the
kind and amount of shares of stock and other securities and property (including
cash) receivable by a holder of the number of shares of Common Stock into which
this Warrant might have been exercisable immediately prior thereto. This Warrant
may be exercised by presentation and surrender hereof to the Company at its
principal office with



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the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such form. As soon
as practicable after each such exercise of the warrants, but not later than
seven (7) days following the receipt of good and available funds, the Company
shall issue and deliver to the Holder a certificate or certificate for the
Warrant Shares issuable upon such exercise, registered in the name of the Holder
or its designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable thereunder. Upon receipt by the Company of
this Warrant at its office in proper form for exercise and of the Exercise
Price, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically delivered
to the Holder.

                  (2) At any time during the Exercise Period, the Holder may, at
its option, choose to exercise this Warrant on a cashless basis by exchanging
this Warrant, in whole or in part (a "Warrant Exchange"), into the number of
Warrant Shares determined in accordance with this Section (a)(2), by
surrendering this Warrant at the principal office of the Company or at the
office of its stock transfer agent, if any, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such Warrant Exchange
occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares issuable upon such Warrant Exchange and, if applicable, a new warrant of
like tenor evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total Number") less (ii)
the number of Warrant Shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the existing Exercise Price by (B) the current
market value of a share of Common Stock. Current market value shall have the
meaning set forth Section (c) below, except that for purposes hereof, the date
of exercise, as used in such Section (c), shall mean the Exchange Date.

         (b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

         (c) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:

                  (1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the Nasdaq



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National Market, the current market value shall be the last reported sale price
of the Common Stock on such exchange or market on the last business day prior to
the date of exercise of this Warrant or if no such sale is made on such day, the
average of the closing bid and asked prices for such day on such exchange or
market; or

                  (2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded on the Nasdaq SmallCap Market, the
current market value shall be the average of the closing bid and asked prices
for such day on such market and if the Common Stock is not so traded, the
current market value shall be the mean of the last reported bid and asked prices
reported by the NASD Electronic Bulletin Board on the last business day prior to
the date of the exercise of this Warrant; or

                  (3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company.

         (d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company at
its principal office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.

         (e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

         (f) ANTI-DILUTION PROVISIONS. Subject to the provisions of Section l
hereof, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon



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the exercise of the Warrants shall be subject to adjustment from time to time
upon the happening of the described in Subsection (1) below:

                           (1) If the Company shall hereafter (i) declare a
                  dividend or make a distribution on its outstanding shares of
                  Common Stock in shares of Common Stock, (ii) subdivide or
                  reclassify its outstanding shares of Common Stock into a
                  greater number of shares, or (iii) combine or reclassify its
                  outstanding shares of Common Stock 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 of Common
                  Stock outstanding after giving effect to such action, and the
                  numerator of which shall be the number of shares of Common
                  Stock outstanding immediately prior to such action. Such
                  adjustment shall be made successively whenever any event
                  listed above shall occur.

                           (2) Whenever the Exercise Price payable upon exercise
                  of each Warrant is adjusted pursuant to Subsection (1) above,
                  the number of Shares purchasable upon exercise of this Warrant
                  shall simultaneously be adjusted by multiplying the number of
                  Shares initially issuable upon exercise of this Warrant by the
                  Exercise Price in effect on the date hereof and dividing the
                  product so obtained by the Exercise Price, as adjusted.

                           (3) No adjustment in the Exercise Price shall be
                  required unless such adjustment would require an increase or
                  decrease of at least five cents ($0.05) in such price;
                  provided, however, that any adjustments which by reason of
                  this Subsection (3) are not required to be made shall be
                  carried forward and taken into account in any subsequent
                  adjustment required to be made hereunder. All calculations
                  under this Section (f) 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 (f) to the contrary notwithstanding,
                  the Company shall be entitled, but shall not be required, to
                  make such changes in the Exercise Price, in addition to those
                  required by this Section (f), as it shall determine, in its
                  sole discretion, to be advisable in order that any dividend or
                  distribution in shares of Common Stock, or any subdivision,
                  reclassification or combination of Common Stock, hereafter
                  made by the Company shall not result in any federal income tax
                  liability to the holders of Common Stock or securities
                  convertible into Common Stock (including Warrants).

                           (4) Whenever the Exercise Price is adjusted, as
                  herein provided, the Company shall promptly but no later than
                  10 days after any request for such an adjustment by the
                  Holder, cause a notice setting forth the adjusted Exercise
                  Price and adjusted number of Shares issuable upon exercise of
                  each Warrant, and, if requested, information describing the
                  transactions giving rise to such adjustments,



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                  to be mailed to the Holder at their last addresses appearing
                  in the Warrant Register, and shall cause a certified copy
                  thereof to be mailed to its stock transfer agent, if any. The
                  Company may retain a firm of independent certified public
                  accountants selected by the Board of Directors (who may be the
                  regular accountants employed by the Company) to make any
                  computation required by this Section (f), and a certificate
                  signed by such firm shall be conclusive evidence of the
                  correctness of such adjustment.

                           (5) In the event that at any time, as a result of an
                  adjustment made pursuant to Subsection (1) above, the Holder
                  of this Warrant thereafter shall become entitled to receive
                  any shares of the Company, other than Common Stock, thereafter
                  the number of such other shares so receivable upon exercise of
                  this 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 the Common Stock contained
                  in Subsections (1) to (3), inclusive above.

                           (6) Irrespective of any adjustments in the Exercise
                  Price or the number or kind of shares purchasable upon
                  exercise of this Warrant, Warrants theretofore or thereafter
                  issued may continue to express the same price and number and
                  kind of shares as are stated in the similar Warrants initially
                  issuable pursuant to this Agreement.

         (g) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder, a notice containing a brief description of the
proposed action and stating the date on which such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed,
as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up. Failure to give such notice on any defect therein shall not affect the
validity of any action taken in connection with such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding-up.



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         (h) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to New York
principle of conflicts of law.

         (i) HOLDER REPRSENTATIONS AND WARRANTIES. By its acceptance of Warrant
Shares hereunder, the Holder shall be deemed to have represented and warranted
to the Company that it is an "accredited investor" within the meaning of the
Securities Act and that it is acquiring such Warrant Shares solely for
investment and not with a view to the sale or other distribution thereof to any
person.



                            WORLDWIDE WEB NETWORX CORPORATION


                            By: /s/ Warren Rothstein
                                ----------------------------------------
                                Warren Rothstein
                                President & Chief Executive Officer


                            By: /s/ Michael E. Norton
                                ----------------------------------------
                                Michael E. Norton
                                Vice President & Chief Financial Officer



Dated:  February 10, 2000



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                                  PURCHASE FORM



                                                       Dated
                                                             ------------------

                  The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing shares of Common Stock and hereby
makes payment of in payment of the actual exercise price thereof.

                                   ----------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name
     ------------------------------------------------------
(Please typewrite or print in block letters)


Address
       ----------------------------------------------------

Signature
         --------------------------------------------------

                                 ASSIGNMENT FORM
                                 ---------------

                  FOR VALUE RECEIVED, _________________________ hereby sells,
assigns and transfers unto



Name
     ------------------------------------------------------
(Please typewrite or print in block letters)


Address

the right to purchase Common Stock represented by this Warrant to the extent of
____ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ____________ Attorney, to transfer the same on the books
of the Company with full power of substitution in the premises.

Date
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Signature
         --------------------------------------------------