EXHIBIT 10.8
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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.COM, INC.
                          COMMON STOCK PURCHASE WARRANT

Warrant to Purchase ________ Shares of Common Stock
Warrant No. W-

Dated: November 8, 2001
Void After November 8, 2004

                This Common Stock Purchase Warrant is issued to:

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

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

         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.com, 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 hereof in writing, to purchase _________ shares (the "Warrant Number") 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 $.25 (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.
<PAGE>

         2. This Warrant shall expire upon the close of business on the date
that is three (3) 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.

         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 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.

         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.

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<PAGE>

         7. 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.

         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 Registered 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
                     Registered Holder upon exercising under this Paragraph 8.

                 Y - The Warrant Number.

                 A - The fair market value of one share.

                 B - The Exercise Price.

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 of this Warrant 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.

                                      -3-
<PAGE>

         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 such 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 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.

         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 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.

         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 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 hereof, by accepting this
Warrant, covenants and agrees

                                      -4-
<PAGE>

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.

         14. The Registered Holder hereby agrees 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 Registered 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 Registered Holder shall compensate
such underwriter in accordance with its customary compensation practices, and if
the Registered Holder is a Pennsylvania resident, the Registered 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 paragraph 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 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 November 8, 2001. A copy of the Common Stock Purchase Warrant is available
for inspection without charge at the office of the Treasurer of the Company."

         15. 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:

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<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."

         16. 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.

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


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<PAGE>


                                            RXBAZAAR.COM, INC.


                                            By: /s/ Bruce Warwick
                                                -----------------------------
                                                Treasurer


Dated: November 8, 2001




















                                      -7-
<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.




                                      -8-
<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:



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