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                                                                     EXHIBIT 4.9


THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.


                    NUMBER OF SHARES OF COMMON STOCK: 125,000

                          COMMON STOCK PURCHASE WARRANT

                           TO PURCHASE COMMON STOCK OF

                              SYMPOSIUM CORPORATION


         THIS IS TO CERTIFY THAT Steven L. Vanechanos, or registered assigns,
for $125.00 and other good and valuable consideration, is entitled, at any time
from and after May 31, 2000 (the "Initial Exercise Date") to the Expiration Date
(as hereinafter defined), to purchase from SYMPOSIUM CORPORATION, a Delaware
corporation (the "Company"), 125,000 shares of Common Stock (as hereinafter
defined and subject to adjustment as provided herein), in whole or in part,
including fractional parts, at a purchase price equal to $1.50 per share, all on
the terms and conditions and pursuant to the provisions hereinafter set forth.

1.       DEFINITIONS

         As used in this Common Stock Purchase Warrant (this "Warrant"), the
following terms have the respective meanings set forth below:

         "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of Common
Stock issued by the Company after the Initial Exercise Date, other than Warrant
Shares.

         "BUSINESS DAY" shall mean any day that is not a Saturday or Sunday or a
day on which banks are required or permitted to be closed in the State of New
York.

         "COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.

         "COMMON STOCK" shall mean (except where the context otherwise
indicates) the Common Stock, par value $0.001, of the Company as constituted on
the Initial Exercise Date, and any capital stock into which such Common Stock
may thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the holders
of shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to redemption and (ii) shares of common stock of any
successor or acquiring
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corporation received by or distributed to the holders of Common Stock of the
Company in the circumstances contemplated by Section 4.4.

         "CONVERTIBLE SECURITIES" shall mean evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable, with or
without payment of additional consideration in cash or property, for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

         "CURRENT WARRANT PRICE" shall mean, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date, which price as of the
Initial Exercise Date, is $1.50, subject to adjustment in accordance the terms
of this Warrant.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

         "EXERCISE PERIOD" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

         "EXPIRATION DATE" shall mean May 31, 2005.

         "FUNDAMENTAL CORPORATE CHANGES" shall have the meaning set forth in
Section 4.4.

         "HOLDER" shall mean the Person in whose name the Warrant or Warrant
Shares set forth herein is registered on the books of the Company maintained for
such purpose.

         "LAST TRADE" shall mean, with respect to the Common Stock, the last
closing trade price for the Common Stock on the principal market therefor, as
reported by Bloomberg Financial Markets.

         "MARKET PRICE" shall have the meaning set forth in subsection 2.1(c)
hereof.

         "OTHER PROPERTY" shall have the meaning set forth in Section 4.4.

         "OUTSTANDING" shall mean, when used with reference to Common Stock, at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

         "PERSON" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, incorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).
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         "RESTRICTED COMMON STOCK" shall mean shares of Common Stock which are,
or which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(b).

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "TRANSFER" shall mean any disposition of any Warrant or Warrant Shares
or of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.

         "TRANSFER NOTICE" shall have the meaning set forth in Section 9.2.

         "WARRANTS" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Common Stock for which they may be
exercised.

         "WARRANT PRICE" shall mean an amount equal to (i) the number of shares
of Common Stock being purchased upon exercise of this Warrant pursuant to
subsection 2.1(b), multiplied by (ii) the Current Warrant Price as of the date
of such exercise.

         "WARRANT SHARES" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

      2.1 Manner of Exercise. (a) From and after the Initial Exercise Date and
until 5:00 P.M., New York City time, on the Expiration Date, Holder may exercise
this Warrant, on any Business Day, in increments of 12,500 shares of Common
Stock purchasable hereunder.

         (b) In order to exercise this Warrant on a cash basis, in whole or in
part, Holder shall deliver to the Company at its principal office at 410 Park
Avenue, Suite 830 New York, New York 10022, or at the office or agency
designated by the Company pursuant to Section 12, (i) a written notice of
Holder's election to exercise this Warrant, which notice shall specify the
number of shares of Common Stock to be purchased, (ii) payment of the Warrant
Price in cash or by wire transfer or cashier's check drawn on a United States
bank and (iii) this Warrant. Such notice shall be substantially in the form of
the subscription form appearing at the end of this Warrant as Exhibit A, duly
executed by Holder or its agent or attorney. Upon receipt of the items referred
to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as
practicable, and in any event within ten (10) Business Days thereafter, execute
or cause to be executed and deliver or cause to be delivered to Holder a
certificate or certificates representing the aggregate number of full shares of
Common Stock issuable upon such exercise, together with cash in lieu of any
fraction of a share, as hereinafter provided. The stock certificate or
certificates so delivered shall be, to the extent possible, in such denomination
or denominations as Holder shall request in the notice and shall be registered
in the name of Holder or, subject to Section 9, such other name as shall be
designated in the notice. This Warrant shall be deemed to have been
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exercised and such certificate or certificates shall be deemed to have been
issued, and Holder or any other Person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the notice, together with the cash or check or checks and this
Warrant, is received by the Company as described above and all taxes required to
be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such
shares have been paid. If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant, or, at the request of Holder, appropriate notation may be made on
this Warrant and the same returned to Holder. Notwithstanding any provision
herein to the contrary, the Company shall not be required to register shares in
the name of any Person who acquired this Warrant (or part hereof) or any Warrant
Shares otherwise than in accordance with this Warrant.

         (c) In consideration of the payment by the Holder to the Company,
concurrently with the issuance of this Warrant, of a sum (the "Initial Payment")
equal to the product obtained by multiplying $0.001 per share by the maximum
number of Warrant Shares initially issuable upon exercise hereof the receipt of
which is hereby acknowledged by the Company, at the election of the Holder, the
Holder may exercise this Warrant during the Exercise Period in whole (but not in
part) on a "cashless" basis by providing written notice to the Company of its
intention to do so. Such notice shall be substantially in the form of the
"cashless exercise" portion of the subscription form appearing at the end of
this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney.
The number of Warrant Shares the Holder shall receive upon such exercise
pursuant to this subsection 2.1(c) shall be equal to the difference between the
number of Warrant Shares issuable upon exercise hereof in whole on the date of
such exercise pursuant to subsection 2.1(a) (the "Maximum Number") and the
quotient that is obtained when the product of the Maximum Number and the Current
Warrant Price is divided by the then Market Price (as defined below) per share.
For the purposes of this subsection 2.1(c), the "Market Price" shall mean the
average Last Trade Price for five (5) consecutive trading days ending with the
trading day prior to the date as of which the Last Trade Price is being
determined (with appropriate adjustments for subdivisions or combinations of
shares effected during such period), provided that if the prices referred to in
the definition of Last Trade Price cannot be determined for such period, "Market
Price" shall mean the fair value of the Common Stock, as determined in good
faith by the Company's Board of Directors.


      2.2 Payment of Taxes and Charges. All shares of Common Stock issuable upon
the exercise of this Warrant pursuant to the terms hereof shall be validly
issued, fully paid and nonassessable, and without any preemptive rights. The
Company shall pay all expenses in connection with, and all taxes and other
governmental charges (excluding income and related taxes) that may be imposed
with respect to, the issue or delivery thereof, unless such tax or charge is
imposed by law upon Holder, in which case such taxes or charges shall be paid by
Holder. The Company shall not be required, however, to pay any tax or other
charge imposed in connection with any transfer involved in the issue of any
certificate for shares of Common Stock issuable upon exercise of this Warrant in
any name other than that of Holder, and in such case the Company shall not be
required to issue or deliver any stock certificate until such tax or other
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charge has been paid or it has been established to the satisfaction of the
Company that no such tax or other charge is due.

      2.3 Fractional Shares. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the same fraction of the Market Price per share
of Common Stock as of the Initial Exercise Date.

      2.4 Continued Validity. A holder of shares of Common Stock issued upon the
exercise of this Warrant, in whole or in part (other than a holder who acquires
such shares after the same have been publicly sold pursuant to a Registration
Statement under the Securities Act or sold pursuant to Rule 144 thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would have been entitled as Holder under Sections 9, 10 and 14 of this
Warrant. The Company will, at the time of exercise of this Warrant, in whole or
in part, upon the request of Holder, acknowledge in writing, in form reasonably
satisfactory to Holder, its continuing obligation to afford Holder all such
rights; provided, however, that if Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to Holder all such rights.

3.       TRANSFER, DIVISION AND COMBINATION

      3.1 Transfer. Subject to compliance with the Securities Purchase Agreement
and this Section 3.1 and Section 9 herein, transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
principal office of the Company referred to in Section 2.1 or the office or
agency designated by the Company pursuant to Section 12, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto duly
executed by Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
properly assigned in compliance with Section 9, may be exercised by a new Holder
for the purchase of shares of Common Stock without having a new warrant issued.

      3.2 Division and Combination. Subject to Section 3.1 and 9, this Warrant
may be divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
3.1 and with Section 9, as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.
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      3.3 Expenses. The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

      3.4 Maintenance of Books. The Company agrees to maintain, at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.

4.       ADJUSTMENTS

         The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 4. The Company shall give Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 at the time of
such event.

      4.1 Stock Dividends, Subdivisions and Combinations. If at any time the
Company shall:

                  (a) take a record of the holders of its Common Stock for the
                  purpose of entitling them to receive a dividend payable in, or
                  other distribution of, Additional Shares of Common Stock,

                  (b) subdivide its outstanding shares of Common Stock into a
                  larger number of shares of Common Stock, or

                  (c) combine its outstanding shares of Common Stock into a
                  smaller number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Current Warrant Price
shall be adjusted to equal (A) the Current Warrant Price multiplied by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares for
which this Warrant is exercisable immediately after such adjustment.

      4.2 Certain Other Distributions. If at any time the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

                  (a) cash,

                  (b) any evidences of its indebtedness, any shares of its stock
                  or any other securities or property of any nature whatsoever
                  (other than cash, Convertible Securities or Additional Shares
                  of Common Stock), or
<PAGE>   7
                  (c) any warrants or other rights to subscribe for or purchase
                  any evidences of its indebtedness, any shares of its stock or
                  any other securities or property of any nature whatsoever
                  (other than cash, Convertible Securities or Additional Shares
                  of Common Stock),

then Holder shall be entitled to receive such dividend or distribution as if
Holder had exercised this Warrant. A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.

      4.3 Other Provisions Applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Current Warrant Price provided for in this Section 4:

                  (a) When Adjustments to Be Made. The adjustments required by
                  this Section 4 shall be made whenever and as often as any
                  specified event requiring an adjustment shall occur. For the
                  purpose of any adjustment, any specified event shall be deemed
                  to have occurred at the close of business on the date of its
                  occurrence.

                  (b) Fractional Interests. In computing adjustments under this
                  Section 4, fractional interests in Common Stock shall be taken
                  into account to the nearest 1/10th of a share.

                  (c) When Adjustment Not Required. If the Company shall take a
                  record of the holders of its Common Stock for the purpose of
                  entitling them to receive a dividend or distribution or
                  subscription or purchase rights and shall, thereafter and
                  before the distribution to stockholders thereof, legally
                  abandon its plan to pay or deliver such dividend,
                  distribution, subscription or purchase rights, then thereafter
                  no adjustment shall be required by reason of the taking of
                  such record and any such adjustment previously made in respect
                  thereof shall be rescinded and annulled.

                  (d) Challenge to Good Faith Determination. Whenever the Board
                  of Directors of the Company shall be required to make a
                  determination in good faith of the fair value of any item
                  under this Section 4, such determination may be challenged in
                  good faith by the Holder, and any dispute shall be resolved by
                  an investment banking firm of recognized national standing
                  selected by the Company and reasonably acceptable to the
                  Holder.
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      4.4 Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another Person (where the
Company is not the survivor or where there is a change in or distribution with
respect to the Common Stock of the Company), or sell, convey, transfer or
otherwise dispose of all or substantially all its property, assets or business
to another Person, or effectuate a transaction or series of related transactions
in which more than 50% of the voting power of the Company is disposed of (each,
a "Fundamental Corporate Change") and, pursuant to the terms of such Fundamental
Corporate Change, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then Holder shall have the right
thereafter to receive, upon exercise of the Warrant, such number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property as is receivable upon or as a
result of such Fundamental Corporate Change by a holder of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Corporate Change. In case of any such Fundamental Corporate Change,
the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 4. For
purposes of this Section 4.4, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4.4 shall similarly apply to successive
Fundamental Corporate Changes.

      4.5 Certain Limitations. Notwithstanding anything herein to the contrary,
the Company agrees not to enter into any transaction which, by reason of any
adjustment hereunder, would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

5.       NOTICES TO HOLDER

      5.1 Notice of Adjustments. Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common Stock may be purchased upon exercise of the Warrants, shall be
adjusted pursuant to this Warrant, the Company shall forthwith prepare a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated (including a description of the basis on
which the Board of Directors of the Company determined the fair value of any
evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights),
<PAGE>   9
specifying the number of shares of Common Stock for which this Warrant is
exercisable and describing the number and kind of any other shares of stock or
Other Property for which this warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate to be
delivered to the Holder in accordance with Section 14.2. The Company shall keep
at its office or agency designated pursuant to Section 12 copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by the Holder or any prospective purchaser of a
Warrant designated by the Holder.

      5.2 Notice of Corporate Action. If at any time

                  (a) the Company shall take a record of the holders of its
                  Common Stock for the purpose of entitling them to receive a
                  dividend or other distribution, or any right to subscribe for
                  or purchase any evidences of its indebtedness, any shares of
                  stock of any class or any other securities or property, or to
                  receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
                  any reclassification or recapitalization of the capital stock
                  of the Company or any consolidation or merger of the Company
                  with, or any sale, transfer or other disposition of all or
                  substantially all the property, assets or business of the
                  Company to, another corporation, or

                  (c) there shall be a voluntary or involuntary dissolution,
                  liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least ten 10 business days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least ten (10) business
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 14.2.
<PAGE>   10
6.       NO IMPAIRMENT

                  (a) The Company shall not by any action, including, without
                  limitation, amending its certificate of incorporation or
                  through any reorganization, transfer of assets, consolidation,
                  merger, dissolution, issue or sale of securities or any other
                  voluntary 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 Holder
                  against impairment. Without limiting the generality of the
                  foregoing, the Company will (i) not increase the par value of
                  any shares of Common Stock receivable upon the exercise of
                  this Warrant above the amount payable therefor upon such
                  exercise immediately prior to such increase in par value, (ii)
                  take all such action as may be necessary or appropriate in
                  order that the Company may validly and legally issue fully
                  paid and nonassessable shares of Common Stock upon the
                  exercise of this Warrant, and (iii) use its best efforts to
                  obtain all such authorizations, exemptions or consents from
                  any public regulatory body having jurisdiction thereof as may
                  be necessary to enable the Company to perform its obligations
                  under this Warrant.

                  (b) Upon the request of Holder, the Company will at any time
                  during the period this Warrant is outstanding acknowledge in
                  writing, in form satisfactory to Holder, the continuing
                  validity of this Warrant and the obligations of the Company
                  hereunder.

7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK

                  (a) From and after the Initial Exercise Date, the Company
                  shall at all times reserve and keep available for issue upon
                  the exercise of Warrants such number of its authorized but
                  unissued shares of Common Stock as will be sufficient to
                  permit the exercise in full of all outstanding Warrants. All
                  shares of Common Stock which shall be so issuable, when issued
                  upon exercise of any Warrant and payment therefor in
                  accordance with the terms of such Warrant, shall be duly and
                  validly issued and fully paid and nonassessable, and not
                  subject to preemptive rights.

                  (b) Before taking any action which would cause an adjustment
                  reducing the Current Warrant Price below the then par value,
                  if any, of the shares of Common Stock issuable upon exercise
                  of the Warrants, the Company shall take any corporate action
                  which may be necessary in order that the Company may validly
                  and legally issue fully paid and non-assessable shares of such
                  Common Stock at such adjusted Current Warrant Price.

                  (c) Before taking any action which would result in an
                  adjustment in the number of shares of Common Stock for which
                  this Warrant is exercisable or in the Current Warrant Price,
                  the Company shall obtain all such authorizations or exemptions
                  thereof, or consents thereto, as may be necessary from any
                  public regulatory body or bodies having jurisdiction thereof.
<PAGE>   11
8.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

      In the case of all dividends or other distributions by the Company to the
holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, the Company will in each such
case take such a record and will take such record as of the close of business on
a Business Day. The Company will not at any time, except upon dissolution,
liquidation or winding up of the Company, close its stock transfer books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

9.       RESTRICTIONS ON TRANSFERABILITY

      The Warrants and the Warrant Shares shall not be transferred, hypothecated
or assigned before satisfaction of the conditions specified in this Section 9,
which conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant
Shares. Holder, by acceptance of this Warrant, agrees to be bound by the
provisions of this Section 9.

      9.1 Restrictive Legend. The Holder by accepting this Warrant and any
Warrant Shares agrees that unless registered under the Securities Act of 1933,
as amended (the "Securities Act"), subsequent to the Initial Exercise Date and
prior to the exercise hereof, this Warrant and the Warrant Shares issuable upon
exercise hereof may not be assigned or otherwise transferred unless and until
(i) the Company has received an opinion of counsel for the Holder reasonably
satisfactory to the Company and its counsel that such securities may be sold
pursuant to an exemption from registration under the Securities Act or (ii) a
registration statement relating to such securities has been filed by the Company
and declared effective by the Commission.

                  (a) Each certificate for Warrant Shares issuable hereunder
                  shall bear a legend as follows unless such securities have
                  been sold pursuant to an effective registration statement
                  under the Securities Act:

                            "These securities have not been registered under the
                           Securities Act of 1933, as amended (the "Securities
                           Act"), or the securities laws of any state, and are
                           being offered and sold pursuant to an exemption from
                           the registration requirements of the Securities Act
                           and such laws. These securities may not be sold or
                           transferred except pursuant to an effective
                           registration statement under the Securities Act or
                           pursuant to an available exemption from the
                           registration requirements of the Securities Act or
                           such other laws."

                  (b) Except as otherwise provided in this Section 9, the
                  Warrant shall be stamped or otherwise imprinted with a legend
                  in substantially the following form:

                  "THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                  AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE
<PAGE>   12
                  RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS
                  WARRANT."

      9.2 Notice of Proposed Transfers. Prior to any Transfer or attempted
Transfer of any Warrants or any shares of Restricted Common Stock, the Holder
shall give ten days, prior written notice (a "Transfer Notice") to the Company
and its counsel of Holder's intention to effect such Transfer, describing the
manner and circumstances of the proposed Transfer, and obtain from counsel to
Holder who shall be reasonably satisfactory to the Company, an opinion that the
proposed Transfer of such Warrants or such Restricted Common Stock may be
effected without registration under the Securities Act. After receipt of the
Transfer Notice and opinion, the Company shall, within five (5) business days
thereof, notify the Holder as to whether such opinion is reasonably satisfactory
and, if so, such holder shall thereupon be entitled to Transfer such Warrants or
such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted Common
Stock issued upon such Transfer shall bear the restrictive legend set forth in
Section 9.1(b), and the Warrant issued upon such Transfer shall bear the
restrictive legend set forth in Section 9.1(c), unless in the opinion of such
counsel such legend is not required in order to ensure compliance with the
Securities Act. The Holder shall not be entitled to Transfer such Warrants or
such Restricted Common Stock until receipt of notice from the Company under this
Section 9.2 that such opinion is reasonably satisfactory.

      9.3 Required Registration. The Company shall prepare and file with the
Commission not later than September 15, 2000, a Registration Statement relating
to the offer and sale of the Common Stock issuable upon exercise of this Warrant
and shall use its best efforts to cause the Commission to declare such
Registration Statement effective under the Securities Act as promptly as
practicable but no later than December 1, 2000

      9.4 Termination of Restrictions. Notwithstanding the foregoing provisions
of Section 9, the restrictions imposed by this Section upon the transferability
of the Warrants, the Warrant Shares and the Restricted Common Stock and the
legend requirements of Section 9.1 shall terminate as to any particular Warrant
or Warrant Shares or shares of Restricted Common Stock (i) when and so long as
such security shall have been effectively registered under the Securities Act
and disposed of pursuant thereto or (ii) when the Company shall have received an
opinion of counsel reasonably satisfactory to it and its counsel that such
shares may be transferred without registration thereof under the Securities Act.
Whenever the restrictions imposed by Section 9 shall terminate as to this
Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive
from the Company upon written request of the Holder, at the expense of the
Company, a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

                  "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT
                  CONTAINED IN SECTION 9 HEREOF TERMINATED ON            , AND
                  ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon. Whenever the restrictions imposed
by this Section shall terminate as to any share of
<PAGE>   13
Restricted Common Stock, as hereinabove provided, the holder thereof shall be
entitled to receive from the Company, at the Company's expense, a new
certificate representing such Common Stock not bearing the restrictive legend
set forth in Section 9.1(b).

      9.5 Listing on Securities Exchange. If the Company shall list any shares
of Common Stock on any securities exchange, it will, at its expense, list
thereon, maintain and, when necessary, increase such listing of, all shares of
Common Stock issued or, to the extent permissible under the applicable
securities exchange rules, issuable upon the exercise of this Warrant so long as
any shares of Common Stock shall be so listed during any such Exercise Period.

10.      SUPPLYING INFORMATION

      The Company shall cooperate with Holder in supplying such information as
may be reasonably necessary for Holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.      LOSS OR MUTILATION

      Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of the Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to the Company for
cancellation.

12.      OFFICE OF THE COMPANY

      As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be the principal executive offices of
the Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.

13.      LIMITATION OF LIABILITY

      No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company, and
the holder shall have no rights as a shareholder of the Company arising from its
status as a Holder of the Warrants.

14.      MISCELLANEOUS

      14.1 Nonwaiver and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate as a waiver
of such right or otherwise


                                      -14-
<PAGE>   14
prejudice Holder's rights, powers or remedies. If the Company fails to make,
when due, any payments provided for hereunder, or fails to comply with any other
provision of this Warrant, the Company shall pay to Holder such amounts as shall
be sufficient to cover any reasonable costs and expenses including, but not
limited to, reasonable attorneys' fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

      14.2 Notice Generally. Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be sent by facsimile with a copy delivered personally or
sent by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally or by overnight courier service, as follows:

(1) if to the Company, to:

                              SYMPOSIUM CORPORATION
                           410 Park Avenue, Suite 830
                            New York, New York 10022
                            Attention: Ronald Altbach
                      Chairman and Chief Executive Officer
                            Telephone: (212) 754-9901
                            Facsimile: (212) 754-9906

With a copy to:

                       KRAMER LEVIN NAFTALIS & FRANKEL LLP
                                919 Third Avenue
                               New York, NY 10022
                       Attention: Howard J. Rothman, Esq.
                            Telephone: (212) 715-9242
                            Facsimile: (212) 715-8000


(2) if to the Holder, to:




The Company or the Holder may change the foregoing address by notice given
pursuant to this Section 14.2.

      14.3 Remedies. Holder in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under Section 9 of this Warrant. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of Section 9 of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.
<PAGE>   15
      14.4 Successors and Assigns. Subject to the provisions of Sections 3.1 and
9, this Warrant and the rights evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant and, with respect to Section 9
hereof, holders of Warrant Shares, and shall be enforceable by any such Holder
or holder of Warrant Shares.

      14.5 Amendment. This Warrant and all other Warrants may be modified or
amended or the provisions hereof waived with the written consent of the Company
and the Holder.

      14.6 Severability. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

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

      14.8 Governing Law. This Warrant shall be governed by the laws of the
State of Delaware, without regard to the provisions thereof relating to conflict
of laws.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon.

Dated: as of August 14, 2000


THE COMPANY:

SYMPOSIUM CORPORATION


By:  /s/ Richard Kaufman
   --------------------------
     Richard Kaufman
     President




[SEAL]
<PAGE>   16
                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]


         [Fill in the blanks below, unless the Holder is exercising pursuant to
"Cashless Exercise" provisions]


         The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of           Shares of Common Stock of Symposium
Corporation and herewith makes payment therefor, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered to
_________________ whose address is _________________________________________and,
if such shares of Common Stock shall not include all of the shares of Common
Stock issuable as provided in this Warrant, that a new Warrant of like tenor and
date for the balance of the shares of Common Stock issuable hereunder be
delivered to the undersigned.

         [For "Cashless Exercise" only fill in the blanks below]

         _______ By checking here, the undersigned registered owner of this
Warrant irrevocably exercises that Warrant in whole in accordance with the
"cashless" exercise provisions of subsection 2.1(c) of this Warrant, on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby acquired (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered to
_________________ whose address is ___________________________________________.

         [The information below is required for any exercise ("cashless" of
otherwise) of this Warrant]

(Name of Registered owner)______________________________________________________

(Signature of Registered Owner)_________________________________________________

(Street Address)________________________________________________________________
                                                      (City)  (State) (Zip Code)
<PAGE>   17
NOTICE: The signature on this subscription must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>   18
                           EXHIBIT B --ASSIGNMENT FORM

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

Name and Address of Assignee                       No. of Shares of
                                                     Common Stock



and does hereby irrevocably constitute and appoint ______________________
attorney-in-fact to register such transfer on the books of maintained for the
purpose, with full power of substitution in the premises.

Date:_________________________________________________________________



Name of Assignor (Print):_____________________________________________



Signature of Assignor:________________________________________________



Signature of Witness:_________________________________________________

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


REPRESENTATION AND COVENANT OF ASSIGNEE:

      Assignee hereby represents and covenants that neither assignee, its
affiliates, nor any person acting on its or their behalf has entered into or
will enter into, at any time prior to the exercise of the Warrants, any put
option, short position or other similar instrument or position with respect to
the Common Stock, and neither assignee, any of its affiliates, nor any person
acting on its or their behalf has or will use at any time shares of Common Stock
acquired pursuant to this warrant or otherwise to settle any put option, short
position or other similar instrument or position that may have been entered into
prior to the execution of this assignment

                                         ASSIGNEE:


                                         By: ____________________
                                               Name:
                                               Title: