EXHIBIT 10.7
                                                                    ------------

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.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. CS-                                      Right to Purchase Shares of
                                                     Common Stock of
                                                     RxBazaar.com, Inc.

                               RXBAZAAR.COM, INC.

         For value received and subject to the terms and conditions hereinafter
set out, ___________ (the "Holder") or any subsequent registered holder hereof
is entitled upon surrender of this Warrant, with the subscription form annexed
hereto duly executed, at the office of RxBazaar.com, Inc., a Delaware
corporation, 11895 Kemper Springs Drive, Cincinnati, Ohio 45240 (hereinafter
with its successors called the "Company"), or such other office as the Company
shall notify to the registered holder hereof in writing, to purchase the Warrant
Number (as defined below) 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 $2.00 (the "Exercise Price"). This Warrant may be
exercised in part, and the registered holder will 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
at 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.

         The Warrant is issued pursuant to a certain Securities Purchase
Agreement (the "Securities Purchase Agreement"), dated as of February 23, 2001,
by and among the Company and the Holder, a copy of which is on file at the
principal office of the Company and Holder shall be entitled to the benefits of
the Securities Purchase Agreement as provided therein. All capitalized terms not
defined in this Warrant shall have the same meaning as those in the Securities
Purchase Agreement.

         As used herein, the term "Warrant Number" means that number of shares
of Common Stock of the Company equal to the number of Units that the Holder
purchased under the terms of the Securities Purchase Agreement.
<PAGE>

         1. This Warrant shall expire upon the earlier to occur of (a) the close
of business on five years from the date of issuance, (b) the effective date of
the merger of the Company with or into, the consolidation of the Company with,
or the sale by the Company of all or substantially all of its assets or all or
substantially all of its shares to another corporation or other entity (other
than such a transaction wherein the shareholders of the Company retain or obtain
a majority of the voting capital stock of the surviving, resulting or purchasing
corporation), and shall be void thereafter.

         2. 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.

         3. 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, 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.

         4. 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 of this Warrant, so that the registered holder of the Warrant
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.

         5. 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

                                      -2-
<PAGE>

the Board of Directors of the Company) shall be paid to the holder hereof in
cash by the Company.

         6. Whenever the Exercise Price is adjusted as herein provided, the
Company shall promptly deliver to the registered holder of this Warrant 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.

         7. 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 of this Warrant at least ten 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.

         8. (a) The Company will maintain a register containing the names and
addresses of the 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 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 such registered holder at
its address as shown on the warrant register.

            (b) This Warrant, and the rights evidenced hereby, may, subject to
the provisions hereof, be transferred by any registered holder hereof 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 hereof, and
shall issue to such 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.

                                      -3-
<PAGE>

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

         10. 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.

         11. 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 hereof, 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, such
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.

         12. 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 of this Warrant. 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.

         13. The provisions and terms of this Warrant shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.

                                              RXBAZAAR, INC.


                                              By       /s/ C. Robert Cusick
                                                --------------------------------
                                                    Executive Vice President

                                              Dated:  February 23, 2000





                                      -4-
<PAGE>

                              FORM OF SUBSCRIPTION



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



TO:  RXBAZAAR.COM, INC.

         The undersigned, the registered holder of the within Common Stock
Purchase Warrant of RXBAZAAR.COM, INC., hereby irrevocably elects to exercise
this Common Stock Purchase Warrant for, and to purchase thereunder, ________*
shares of Common Stock of RXBAZAAR.COM, 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.




                                      -5-
<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.COM, INC. to which the within Common Stock Purchase Warrant relates,
and appoints such person Attorney to transfer such right on the books of
RXBAZAAR.COM, 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:









                                      -6-