EXHIBIT 10.9
                                                                    ------------


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE
SECURITIES LAWS OF ANY STATE. SUCH WARRANT AND SHARES MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EFFECTIVE
REGISTRATION STATEMENTS COVERING SUCH WARRANT AND SHARES UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.


                                 RXBAZAAR, INC.

                      FORM OF COMMON STOCK PURCHASE WARRANT


                Warrant to Purchase ______ Shares of Common Stock

                           Void After January 15, 2007

                    This Stock Purchase Warrant is issued to

                                    --------

(hereinafter called the "Registered Holder," which term shall include any and
all successors and assigns) by RxBazaar, Inc., a Delaware corporation
(hereinafter called the "Company").

     1. For value received and subject to the terms and conditions hereinafter
set out, the Registered Holder is entitled, upon surrender of this Warrant, with
the subscription form annexed hereto duly executed, at the office of RxBazaar,
Inc., a Delaware corporation, 200 Highland Avenue, Suite 301, Needham,
Massachusetts 02494 (hereinafter with its successors called the "Company"), or
such other office as the Company shall notify to the Registered Holder in
writing, to purchase 50,000 (the "Warrant Number") of shares of fully paid and
nonassessable shares of Common Stock, par value $.001 per share of the Company
(the "Common Stock") at a purchase price per share of $.10 (the "Exercise
Price"). This Warrant may be exercised in part, and the Registered Holder shall
be entitled to receive a new warrant covering the number of shares in respect of
which this Warrant shall not have been exercised. The person or persons in whose
name or names any certificate representing shares of Common Stock is issued
hereunder shall be deemed to have become the holder of record of the shares
represented thereby as of the close of business on the date on which this
Warrant is exercised with respect to such shares, whether or not the transfer
books of the Company shall be closed. Until such time as this Warrant is
exercised or expires, the Exercise Price payable and the securities issuable
upon exercise of this Warrant are subject to adjustment as hereinafter provided.

     2. This Warrant shall expire upon the close of business on the date that is
five (5) years from the date of issuance, and shall be void thereafter.

     3. The Company covenants that it will at all times reserve and keep
available a number of its authorized shares of its Common Stock, free from all
pre-emptive rights therein, which will be sufficient to permit the exercise of
this Warrant. The Company further covenants that such shares as may be issued
pursuant to the exercise of this Warrant will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.
<PAGE>

     4. If the Company shall at any time prior to the expiration of this Warrant
subdivide its outstanding Common Stock, by stock split or otherwise, or combine
its outstanding Common Stock (including a reverse split), or issue additional
shares of its Common Stock in payment of a stock dividend in respect of its
Common Stock, the Warrant Number shall forthwith be proportionately increased in
the case of a subdivision or stock dividend, or proportionately decreased in the
case of a combination, and the Exercise Price then applicable to shares covered
by the unexercised portion of this Warrant shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend, or proportionately
increased in the case of a combination.

     5. In case of any reclassification, capital reorganization, or change of
the outstanding Common Stock of the Company (other than as a result of a
subdivision, combination or stock dividend), at any time prior to the expiration
of this Warrant, then, as a condition of such reclassification, reorganization,
or change, lawful provision shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the
Registered Holder, so that the Registered Holder shall have the right prior to
the expiration of this Warrant to purchase, at a total price not to exceed that
payable upon the exercise of the unexercised portion of this Warrant, the kind
and amount of shares of stock and other securities and property receivable upon
such reclassification, reorganization, or change, by a holder of the number of
shares of Common Stock of the Company which might have been purchased by the
registered holder of this Warrant immediately prior to such reclassification,
reorganization or change, and in any such case appropriate provisions shall be
made with respect to the rights and interest of the registered holder of this
Warrant to the end that the provisions hereof (including without limitation,
provisions for the adjustment of the Exercise Price and of the number of shares
purchasable upon exercise of this Warrant) shall thereafter be applicable in
relation to any shares of stock and other securities and property thereafter
deliverable upon exercise hereof.

     6. No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant or any portion thereof. With respect to
any fraction of a share called for upon the exercise of this Warrant or any
portion thereof, an amount equal to such fraction multiplied by the then current
value of a share of Common Stock (as determined in good faith by the Board of
Directors of the Company) shall be paid to the holder hereof in cash by the
Company.

     7. Whenever the Exercise Price is adjusted as herein provided, the Company
shall promptly deliver to the Registered Holder a certificate of its principal
financial officer setting forth the Exercise Price after such adjustment and a
brief statement of the facts requiring such adjustment.

     8. In lieu of exercising this Warrant, the Registered Holder may elect to
receive shares of Common Stock equal to the value of this Warrant (or the
portion thereof being canceled) by surrender of this Warrant at the principal
office of the Company together with notice of such election, in which event the
Company shall issue to the Holder a number of shares of Common Stock using the
following formula:

                                   X = Y (A-B)
                                     -------
                                        A

     Where    X  -  The number of shares of Common Stock to be issued to the
                    Holder upon exercising under this Paragraph 8.

              Y  -  The Warrant Number.

              A  -  The fair market value of one share.

              B  -  The Exercise Price.

                                      -2-
<PAGE>

For purposes of this provision, the fair market value of the shares of Common
Stock of the Company shall mean the closing sale price of the shares as quoted
on the Over-The-Counter Market Summary or the closing price quoted in any
exchange on which the shares are listed, whichever is applicable, as published
in the Wall Street Journal or other financial press for the ten (10) trading
days prior to the date of determination of fair market value. If the shares are
not traded in the over-the-counter market or on an exchange, the fair market
value shall be the price per share that the Company could obtain from a willing
buyer for shares sold by the Company from authorized but unissued shares, as
such price shall be determined in good faith by the Board of Directors.

     9. If at any time prior to the expiration or exercise of this Warrant, the
Company shall pay any dividend or make any distribution upon its Common Stock or
shall make any subdivision or combination of or other change in its Common
Stock, the Company shall cause notice thereof to be mailed, first class, postage
prepaid, to the Registered Holder at least ten (10) full business days prior to
the date as of which holders of Common Stock who shall participate in such
dividend, distribution, subdivision, combination or other change are to be
determined. Such notice shall also specify the time as of which holders of
Common Stock who shall participate in such event are to be determined. Failure
to give such notice, or any defect therein, shall not affect the legality or
validity of any such event.

     10. (a) The Company will maintain a register containing the names and
addresses of the Registered Holders of the Warrants. The Registered Holder of
any Warrant shall be the person in whose name such Warrant is registered in said
warrant register. Any Registered Holder of this Warrant may change his or her
address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Registered Holder may be delivered or given by mail
to the Registered Holder at his or her address as shown on the warrant register.

        (b) This Warrant, and the rights evidenced hereby, may, subject to the
provisions hereof, be transferred by the Registered Holder with respect to any
or all of the shares purchasable hereunder. Upon presentation to the Company of
this Warrant together with the assignment form hereof properly endorsed for
registration of transfer as an entirety, the Company shall issue a new warrant
of the same denomination to the assignee. Upon presentation to the Company of
this Warrant together with the assignment form hereof properly endorsed for
registration of transfer with respect to a portion of the shares purchasable
hereunder, the Company shall issue a new warrant to the assignee, in such
denomination as shall be requested by the Registered Holder, and shall issue to
the Registered Holder a new warrant covering the number of shares in respect of
which this Warrant shall not have been transferred.

        (c) In case this Warrant shall be mutilated, lost, stolen or destroyed,
the Company may issue a new warrant of like tenor and denomination and deliver
the same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost,
stolen or destroyed, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction) and of indemnity reasonably satisfactory to the Company.

     11. Subject to compliance with applicable federal and state securities
laws, this Warrant and all rights hereunder is transferable in whole or in part,
at the office or agency of the Company at which

                                      -3-
<PAGE>

this Warrant together with the assignment hereof on the books of the Company.
The Company may treat the Registered Holder as the owner hereof for all
purposes.

     12. The Registered Holder of this Warrant, by acceptance of this Warrant,
covenants and agrees that it is (a) acquiring this Warrant for its own account
for investment and not with a view to, or for sale in connection with, any
distribution hereof or of the shares of Common Stock issuable upon exercise
hereof and with no present intention of offering and distributing this Warrant
or the shares of Common Stock issuable upon exercise of this Warrant, and (b) an
accredited investor within the meaning of Regulation D under the Securities Act
of 1933, as amended.

     13. Unless a current registration statement under the Securities Act of
1933, as amended, shall be in effect with respect to the securities to be issued
upon exercise of this Warrant, the Registered Holder, by accepting this Warrant,
covenants and agrees that, at the time of exercise hereof, and at the time of
any proposed transfer of securities acquired upon exercise hereof, the
Registered Holder will deliver to the Company a written statement that the
securities acquired by the Registered Holder upon exercise hereof are for the
account of the Registered Holder or are being held by the Registered Holder as
trustee, investment manager, investment advisor or as any other fiduciary for
the account of the beneficial owner or owners for investment and are not
acquired with a view to, or for sale in connection with, any distribution
thereof (or any portion thereof) and with no present intention (at any such
time) of offering and distributing such securities (or any portion thereof).
Further, the Registered Holder shall comply with such provisions of applicable
state securities laws as counsel to the Company or other counsel reasonably
acceptable to the Company shall advise.

     14. The Registered Holder hereby agrees to that, in the event of an initial
public offering of the Company's securities, the Registered Holder will not
directly or indirectly sell or in any way transfer any shares issued pursuant to
the exercise of this Warrant held by the Holder, or any right or interest in any
shares issued pursuant to exercise of this Warrant, for a period of twenty-four
months after the date upon which the registration statement with respect to an
initial public offering of the Company's securities is declared effective (the
"Effective Date") by the Commission, unless the Company, in its sole discretion,
agrees to the sale of all or part of such securities at an earlier date. In
addition, (i) any sales of the securities of the Company shall be effected
through the lead underwriter of such initial public offering for the period
commencing on the date of issuance and ending twenty-four months after the
effective date of a registration statement relating to such initial public
offering, and (ii) the Holder shall compensate such underwriter in accordance
with its customary compensation practices, and if the Holder is a Pennsylvania
resident, the Holder will comply with ss.204.011 of the Pennsylvania Blue Sky
Regulations to the extent applicable. The parties hereto agree that the
above-referenced underwriter is intended to be a third-party beneficiary of this
Agreement and that no modification of the "lock-up" provisions contained in this
paragraph may be made without the prior written consent of such underwriter. The
foregoing restrictions shall apply to any shares issued upon exercise of this
Warrant and any certificate representing such shares shall carry substantially
the following legend, insofar as is consistent with applicable law:

"The shares of common stock represented by this certificate are subject to
restrictions on transfer set forth in a Common Stock Purchase Warrant dated as
of January 15, 2002. A copy of the Common Stock Purchase Warrant is available
for inspection without charge at the office of the Treasurer of the Company."

Unless the shares issuable upon exercise of this Warrant have been registered
under the Securities Act, upon exercise of any part of this Warrant and the
issuance of any of such shares, the Company shall instruct its transfer agent to
enter stop transfer orders with respect to such shares, and all certificates
representing the shares issued upon exercise of this Warrant shall bear on the
face thereof substantially the following legend, insofar as is consistent with
applicable law:

                                      -4-
<PAGE>

"The shares of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be sold,
offered for sale, assigned, transferred or otherwise disposed of unless
registered pursuant to the provisions of that Act or an opinion of counsel to
the Company is obtained stating that such disposition is in compliance with an
available exemption from such registration."

     15. Any term of this Warrant may be amended and the observance of any term
of this Warrant may be waived (either generally or in a particular instance and
either retroactively or prospectively) with the written consent of the Company
and the Registered Holder. No waivers of or exceptions to any term, condition or
provision of this Warrant, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

     16. The provisions and terms of this Warrant shall be construed in
accordance with the laws of the State of Delaware.
















                                      -5-
<PAGE>

                                 RXBAZAAR, INC.


                                                 By: /s/ C. Robert Cusick
                                                    ----------------------------
                                                     Chief Executive Officer


Dated: January 15, 2002


















                                      -6-
<PAGE>

FORM OF SUBSCRIPTION



        (To be signed only on exercise of Common Stock Purchase Warrant)



TO: RXBAZAAR, INC.



     The undersigned, the registered holder of the within Common Stock Purchase
Warrant of RXBAZAAR, INC., hereby irrevocably elects to exercise this Common
Stock Purchase Warrant for, and to purchase thereunder, _________* shares of
Common Stock of RXBAZAAR, INC., and the undersigned herewith makes payment of
$____________ therefor, and requests that the certificates for such shares be
issued in the name of and delivered to, ________________________________, whose
address is _________________________________.



Dated:________________                 ________________________________________
                                       (Signature  must conform in all respects
                                       to name of registered  holder as
                                       specified on the face of the Warrant)





Signed in the presence of:



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





     *Insert here the number of shares (all or part of the number of shares
called for in the Common Stock Purchase Warrant) as to which the Common Stock
Purchase Warrant is being exercised without making any adjustment for any other
stock or other securities or property or cash which, pursuant to the adjustment
provisions of the Common Stock Purchase Warrant, may be deliverable on exercise.




                                      -7-
<PAGE>

                               FORM OF ASSIGNMENT



        (To be signed only on transfer of Common Stock Purchase Warrant)



     For value received, the undersigned hereby sells, assigns, and transfers
unto ________________________________ the right represented by the within Common
Stock Purchase Warrant to purchase ________ shares of Common Stock of RXBAZAAR,
INC. to which the within Common Stock Purchase Warrant relates, and appoints
such person Attorney to transfer such right on the books of RXBAZAAR, INC. with
full power of substitution in the premises.



Dated:________________                 ________________________________________
                                       (Signature  must conform in all respects
                                       to name of registered  holder as
                                       specified on the face of the Warrant)

                                       -----------------------------------------
                                       (Address)



Signed in the presence of:



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





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