<PAGE>
                                                                     EXHIBIT 4.7
 
                                   DEBENTURE
 
    THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. AS AMENDED OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
 
No. 101                                                            U.S. $500,000
 
                              MIDISOFT CORPORATION
                 1% CONVERTIBLE DEBENTURE DUE OCTOBER 28, 2000
 
    FOR VALUE RECEIVED, the Midisoft corporation (the "Company") promises to pay
to BP Software, Ltd. (the registered holder hereof (the "Holder"), the principal
sum of FIVE HUNDRED THOUSAND Dollars (US $500,000) on October 28, 2000 (the
"Maturity Date") and to pay interest on the principal sum outstanding from time
to time in arrears upon conversion as provided herein on October 28, 2000 at the
rate of 1% per annum accruing from the date of initial issuance. Accrual of
interest shall commence on the first such business day to occur after the date
hereof until payment in full of the principal sum has been made or duly provided
for. Subject to the provision of Section 4 below, the principal of, and interest
on this Debenture are payable at the option of the Company, in shares of Common
Stock, no par value per share, of the Company ("Common Stock"), or in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address of the Holder as
designated in writing by the Holder from time to time. To the extent paid in
shares of Common Stock, interest on this Debenture shall be paid at the Market
Price (as hereinafter defined) of the Common Stock on the Maturity Date. The
Company will pay the principal of and interest upon this Debenture on the
Maturity Date, less any amounts required by law to be deducted, to the
registered holder of this Debenture as of the tenth day prior to the Maturity
Date and addressed to such holder at the last address designated by the Holder
in writing. The forwarding of such check shall constitute a payment of principal
and interest hereunder and shall satisfy and discharge the liability for
principal and interest on this Debenture to the extent of the sum represented by
such check.
 
    This Debenture is being issued pursuant to that certain Securities Purchase
Agreement dated October 28, 1997 between the Company and Holder (the "Purchase
Agreement"). This Debenture is subject to the following additional provisions:
 
    1.  The Debentures are exchangeable for an equal aggregate principal amount
of Debentures of different authorized denominations, as requested by the Holders
surrendering the same. No service charge will be made for such registration or
transfer or exchange.
 
    2.  The Company shall be entitled to withhold from all payments of principal
of and interest on this Debenture any amounts required to be withheld under the
applicable provisions of the United States income tax laws or other applicable
laws at the time of such payments and Holder shall execute and deliver all
required documentation in connection therewith.
 
    3.  This Debenture has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. In the event of any proposed
transfer of this Debenture the Company may require, prior to issuance of a new
Debenture in the name of such other person that it receive reasonable transfer
documentation including opinions that the issuance of the Debenture in such
other name does not and will not cause a violation of the Act or any applicable
state
 
                                       42
<PAGE>
or foreign securities laws. Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes whether or not this Debenture be overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.
 
    4.  A.  Subject to Section 4B and 4C hereof, the Holder of this Debenture is
entitled, at its option to convert at any time the principal amount of this
Debenture, provided that the principal amount is at least US 10,000 (unless if
at the time of such election to convert the aggregate principal amount of all
Debentures registered to the Holder is less than Ten Thousand Dollars (US
$10,000), then the whole amount thereof) into shares of Common Stock of the
Company at a conversion price for each share of Common Stock equal to the price
for the October 28, 1997 Debenture of sixty cents ($0.60) per share. Conversion
shall be effectuated by surrendering the Debentures to be converted to the
Company with the form of conversion notice attached hereto as Exhibit A,
executed by the Holder of the Debenture evidencing such Holder's intention to
convert this Debenture or a specified portion (as above provided) hereof, and
accompanied, if required by the Company, by proper assignment hereof in blank.
Interest accrued or accruing from the date of issuance to the date of conversion
shall at the option of the Company be paid in cash or Common Stock upon
conversion at the Market Price. No fraction of Shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share. The date on which notice
of conversion is given (the "Conversion Date") shall be deemed to be the date on
which the Holder has delivered this Debenture, with the conversion notice duly
executed, to the Company or, the date set forth in such facsimile delivery of
the notice of conversion if the Debenture is received by the Company within
three (3) business days therefrom. Facsimile delivery of the conversion notice
shall be accepted by the Company at telephone number (425-391-3610); ATTN:
President or Secretary. Certificates representing Common Stock upon conversion
will be within five (5) business days from the date the notice of conversion
with the original Debenture is delivered to the Company.
 
        B.  (I)  NOTWITHSTANDING ANY OTHER PROVISION HEREOF TO THE CONTRARY, AT
    ANY TIME PRIOR TO THE Conversion Date, the Company shall have the right to
    redeem all but not less than all of the outstanding principal amount of the
    Debentures then held by the Holder for an amount (the "Redemption Amount")
    equal to the sum of (i) such outstanding principal of the Debentures plus
    all accrued but unpaid interest thereof through the date the Redemption
    Price is paid to the Holder (the "Redemption Payment Date"), plus (ii) the
    Redemption Premium (as defined below).
 
        (ii) The "Redemption Premium" shall be:
 
           a.  if the Redemption Payment Date is not more than 45 days from the
       Issuance Date, [7%] of the outstanding principal of the Debentures;
 
           b.  if the Redemption Payment Date is more than 45 days but not more
       than 90 days from the Issuance Date, [14%] of the outstanding principal
       of the Debentures; and
 
           c.  if the Redemption Payment Date is more than 90 days from the
       Issuance Date, [25%] of the outstanding principal of the Debentures.
 
        iii. The Redemption Payment shall be paid to the Holder within ten (10)
    days from the date of the Notice of Redemption. Furthermore, in the event
    such payment is not timely made, any rights of the Company to redeem the
    Debenture shall terminate, and the Notice of Redemption shall be null and
    void.
 
        C.  The Company shall have the right to require, by written notice to
    the Holder of this Debenture at least ten (10) days prior to the Maturity
    Date, that the Holder of this Debenture exercise its right of conversion
    with respect to all or that portion of the principal amount and interest
    outstanding on the Maturity Date.
 
                                       43
<PAGE>
    5.  No provision of this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place, and rate, and in the coin or
currency, herein prescribed. This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company.
 
    6.  No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporate, shareholder, officer or director, as
such past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
 
    7.  If the Company mergers or consolidates with another corporation or sells
or transfers all or substantially all of its assets to another person and the
holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidated, sale or transfer, the Company and any such successor,
purchaser or transferee agree that the Debenture may thereafter be converted on
the terms and subject to the conditions set forth above into the kind and amount
of stock, securities or property receivable upon such merger, consolidation,
sale or transfer by a holder of the number of shares of Common Stock into which
this Debenture might have been converted immediately before such merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent as may be practicable. In the event of any proposed merger,
consolidation or sale or transfer of all or substantially all of the assets of
the Company (a "Sale"), the Holder hereof shall have the right to convert by
delivering a Notice of Conversion to the Company within fifteen (15) days of
receipt of notice of such Sale from the Company. In the event the Holder hereof
shall elect not to convert, and without regard to Section 4(b) above, the
Company may prepay all outstanding principal and accrued interest on this
Debenture, less all amounts required by law to be deducted, upon which tender of
payment following such notice, the right of conversion shall terminate.
 
    8.  The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Shares of Common Stock
issuable upon conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities.
 
    9.  The indebtedness evidenced by this Debenture shall be subordinate and
subject in right of payment to the prior payment in full of the Company's Senior
Indebtedness. "Senior Indebtedness " shall mean the principal, unpaid interest
and any other amounts due and owing on (i) indebtedness of the Company, or
indebtedness on which the Company is a guarantor, whether outstanding on the
date hereof or hereafter created, to banks for money borrowed by the Company or
a subsidiary of the Company, whether or not secured, but in no event in excess
of Four Hundred Thousand Dollars ($400,000), and (ii) any deferrals, renewals,
refunds or extensions of such indebtedness or any debentures, notes or other
evidence of indebtedness issued in exchange for such indebtedness, but in no
event in excess of Four Hundred Thousand Dollars ($400,000).
 
    10. This Debenture shall be governed by and construed in accordance with the
laws of the State of Washington for contracts to be wholly performed in such
state and without regard to the principles thereof regarding the conflict of
laws. Each of the parties consents to jurisdiction in King County, Washington in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
 
                                       44
<PAGE>
    11. The following shall constitute an "Event of Default":
 
        a.  The Company shall default in the payment of principal or interest on
    this Debenture and such default shall remain unremedied for five (5)
    business days after the Company has been notified of the default in writing
    by a Holder; or
 
        b.  Any of the representations or warranties made by the Company herein,
    in the Purchase Agreement, or in any certificate or financial or other
    written statements furnished by the Company in connection with the execution
    and delivery of this Debenture or the Purchase Agreement shall be false or
    misleading in any material respect at the time made; or
 
        c.  The Company fails to issue shares of Common Stock to the Holder or
    to cause its Transfer Agent to issue shares of Common Stock upon exercise by
    the Holder of the conversion rights of the Holder in accordance with the
    terms of this Debenture, fails to transfer or to cause its transfer Agent to
    transfer any certificate for shares of Common Stock issued to the Holder
    upon conversion of this Debenture and when required by the Debenture or the
    Purchase Agreement, or fails to remove any restrictive legend or to cause
    its Transfer Agent to transfer on any certificate or any shares of Common
    Stock issued to the Holder upon conversion of this Debenture as and when
    required by this Debenture or the Securities Purchase Agreement and any such
    failure shall continue uncured for five (5) business days after the Company
    has been notified of such failure in writing by Holder; or
 
        d.  The Company shall fail to perform or observe, in any material
    respect, any other covenant, term, provision, condition, agreement or
    obligation of the Company under this Debenture and such failure shall
    continue uncured for a period of thirty (30) days after written notice from
    the Holder of such failure; or
 
        e.  The Company shall (1) after the date hereof, make an assignment for
    the benefit of creditors or commence proceedings for its dissolution; or (2)
    apply for or consent to the appointment of a trustee, liquidation or
    receiver for all or a substantial part of its property or business; or
 
        f.  A trustee, liquidator or receiver shall be appointed for the Company
    or for a substantial part of its property or business without its consent
    and shall not be discharged within sixty (60) days after such appointment;
    or
 
        g.  Any governmental agency or any court of competent jurisdiction at
    the instance of any governmental agency shall assume custody or control of
    the whole or any substantial portion of the properties or assets of the
    Company and shall not be dismissed within sixty (60) days thereafter; or
 
        h.  Bankruptcy, reorganization, insolvency or liquidation proceedings or
    other proceedings for relief under any bankruptcy law or any law for the
    relief of debtors shall be instituted by or against the Company and, if
    instituted against the Company, shall not be dismissed within sixty (60)
    days after such institution or the Company shall by any action or answer
    approve of, consent to, or acquiesce in any such proceedings or admit the
    material allegations of, or default in answering a petition filed in any
    such proceeding.
 
    Then, or at any time thereafter, and in each and every such case, unless
such Event of Default shall have been waived in writing by the Holder (which
waiver shall not be deemed to be a waiver of any subsequent default), at the
option of the Holder and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or notice of any kinds, all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the
contrary notwithstanding, and the Holder may immediately enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.
 
    12. Nothing contained in this Debenture shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of
 
                                       45
<PAGE>
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.
 
    IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.
 
<TABLE>
<S>                                           <C>
Dated:       , 199                            MIDISOFT CORPORATION
 
                                              By: ----------------------------------------
 
                                              -------------------------------------------
                                              (Print Name)
 
                                              -------------------------------------------
                                              (Title)
</TABLE>
 
                                       46
<PAGE>
                                   EXHIBIT A
                              NOTICE OF CONVERSION
  (To be Executed by the Registered Holder in order to Convert the Debenture)
 
    The undersigned hereby irrevocably elects to convert $         of the
principal amount of the above Debenture No.       into shares of Common Stock of
MIDISOFT CORPORATION (the "Company") according to the conditions hereof, as of
the date written below. In converting the Debenture No.       , the undersigned
hereby confirms and acknowledges that the shares of Common Stock are being
acquired solely for the account of the undersigned and not a nominee for any
other party, and that the undersigned will not offer, sell or otherwise dispose
of any such shares of Common Stock, except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended.
Date of Conversion _____________________________________________________________
Applicable Conversion Price ____________________________________________________
Signature ______________________________________________________________________
                                     [Name]
Address: _______________________________________________________________________
________________________________________________________________________________
*This original Debenture and Notice of Conversion must be received by the
Company by the third business date following the Date of Conversion.
 
                                       47
<PAGE>
                                    WARRANT
 
    THE REGISTERED OWNER OF THIS WARRANT, BY HIS ACCEPTANCE HEREOF, AGREES THAT
HE WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT. TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN
ANNEX I TO WARRANT, STATEMENT OF RIGHTS; OF WARRANTHOLDER. NO TRANSFER OF THESE
SECURITIES OR OF THIS CERTIFICATE, OR OF ANY SECURITIES OR CERTIFICATES ISSUED
IN EXCHANGE THEREFOR, SHALL BE EFFECTIVE UNLESS THERE IS COMPLIANCE WITH THE
TERMS AND CONDITIONS OF SUCH RESTRICTIONS.
 
                            ------------------------
 
                                    WARRANT
             FOR THE PURCHASE OF 416,666 SHARES OF COMMON STOCK OF
                              MIDISOFT CORPORATION
                           (A WASHINGTON CORPORATION)
 
    THIS CERTIFIES THAT, for value received, BP Software, Ltd., as registered
owner (the "Owner") of this Warrant, is entitled, subject to Annex I hereto at
any time or from time to time on after October 28, 1997 and at or before 5:00
p.m., Pacific Time, October 28, 2002, subject to earlier expiration pursuant to
Section 2 of Annex I attached hereto (the "Expiration Date"), but not
thereafter, to subscribe for, purchase and receive fully paid and non-assessable
shares of common stock (the "Shares") of Midisoft Corporation, a Washington
corporation (the "Corporation"), at the price of $1.50 per Share (the "Exercise
Price"), upon presentation and surrender of this Warrant and upon payment of the
Exercise Price for the Shares to be purchased to the Corporation at the
principal office of the Corporation as more fully described in the Statement of
Rights of Warrantholder, a copy of which is attached as Annex I hereto and by
this reference made a part hereof; provided, however, upon the occurrence of the
events specified in Annex I, the rights granted by this Warrant shall be
terminated or adjusted as specified in Annex I. Upon exercise of this Warrant,
the form of election hereinafter provided must be duly executed and the
instructions for registration of the Shares acquired by such exercise must be
completed. If the subscription rights represented hereby shall not be exercised
at or before the Expiration Date, or such earlier date as may be applicable
pursuant to Section 2 of Annex I, this Warrant shall become and be void without
further force or effect, and all rights represented hereby shall cease and
expire.
 
    Subject to the terms contained herein, this Warrant may be exercised in
whole or in part by execution by the Owner of the form of exercise attached
hereto. In the event of the exercise hereof in part only, the Corporation shall
cause to be delivered to the Owner a new Warrant of like tenor to this Warrant
in the name of the Owner evidencing the right of the Owner to purchase the
number of Shares purchasable hereunder as to which this Warrant has not been
exercised.
 
    In no event shall this Warrant (or the Shares issuable upon full or partial
exercise hereof) be offered or sold except in conformity with the Securities Act
of 1933, as amended.
 
    IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed by
its duly authorized officers.
 
                                          MIDISOFT CORPORATION
 
                                          By
                                          --------------------------------------
 
                                                        President
 
                                          By
                                          --------------------------------------
 
                                                        Secretary
 
                                       48
<PAGE>
Form to be used to exercise Warrant:
 
                                 EXERCISE FORM
 
    The undersigned hereby elects irrevocably to exercise this within Warrant
and to purchase shares of Common Stock of Midisoft Corporation, called for
hereby, and hereby makes payment of $         (at the rate of $1.50 per share)
in payment of the Exercise Price pursuant hereto. Please issue the shares as to
which this Warrant is exercised in accordance with the instructions given below.
 
Dated:            , 19
                                          Signature: ___________________________
                                          Signature Guaranteed: ________________
 
                    INSTRUCTIONS FOR REGISTRATION OF SHARES
Name _________________________________
 
       (Print in Block Letters)
Address ______________________________
 
                                       49
<PAGE>
                              MIDISOFT CORPORATION
                               ANNEX I TO WARRANT
                      STATEMENT OF RIGHTS OF WARRANTHOLDER
 
    1.  EXCHANGE OF WARRANT.  This Warrant, at any time prior to the exercise
hereof, upon presentation and surrender to the Corporation, may be exchanged,
alone or with other Warrants of like tenor registered in the name of the same
Owner, for another Warrant or other Warrants of like tenor in the name of such
Owner, exercisable for the same aggregate number of Shares as the Warrant or
Warrants surrendered.
 
    2.  PURCHASE AND EXERCISE OF WARRANT.
 
    THIS WARRANT MAY NOT BE SOLD, ASSIGNED, HYPOTHECATED, TRANSFERRED, OTHER
THAN BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION. EACH
CERTIFICATE FOR WARRANTS ISSUED HEREUNDER SHALL BEAR A LEGEND READING
SUBSTANTIALLY AS FOLLOWS:
 
    "TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
    CERTAIN RESTRICTIONS SET FORTH IN ANNEX I TO WARRANT, STATEMENT OF RIGHTS OF
    WARRANTHOLDER. NO TRANSFER OF THESE SECURITIES OR OF THIS CERTIFICATE, OR OF
    ANY SECURITIES OR CERTIFICATES ISSUED IN EXCHANGE THEREFOR, SHALL BE
    EFFECTIVE UNLESS THERE IS COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH
    RESTRICTIONS."
 
    In case the Owner shall desire to exercise the purchase right evidenced by
this Warrant, the Owner shall surrender this Warrant with the form of exercise
attached hereto duly executed by the Owner, to the Corporation at the principal
office of the Corporation at 1605 NW Sammamish Road, Suite 205, Issaquah,
Washington 98027, attention of the President accompanied by payment by certified
funds, cashier's check or other form of payment acceptable to the Corporation of
the total Exercise Price (hereinafter defined) for the Shares to be purchased.
This Warrant may be exercised in whole or in part. In case of the exercise
hereof in part only the Corporation will deliver to the Owner a new Warrant of
like tenor in the name of the Owner evidencing the right to purchase the number
of Shares as to which this Warrant has not been exercised. Unless the
Corporation receives an opinion from counsel satisfactory to it that such a
legend is not required in order to assure compliance with the Securities Act of
1933, as amended (the "1933 Act"), or any applicable state securities laws, each
certificate for Shares issued hereunder shall bear a legend reading
substantially as follows:
 
    THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
    NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES ("BLUE SKY") LAWS OF ANY
    STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR
    HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT
    OF 1933 AND UNDER THE APPLICABLE STATE SECURITIES ("BLUE SKY") LAWS OR
    UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
    LAWS IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY, WHICH MAY
    NECESSITATE A WRITTEN OPINION OF SELLER'S COUNSEL SATISFACTORY TO COMPANY
    COUNSEL.
 
    THE EXERCISE PRICE (THE "EXERCISE PRICE") PER SHARE ISSUABLE UPON THE
EXERCISE OF THIS WARRANT SHALL BE $1.50.
 
    THE TERM OF THIS WARRANT (THE "WARRANT PERIOD") IS A FIVE YEAR PERIOD
COMMENCING ON OCTOBER 28, 1997 AND ENDING ON OCTOBER 28, 2002.
 
    3.  DISPOSITION OF SECURITIES
 
        0   The registered owner of this Warrant, by acceptance hereof, agrees
    that, before any disposition is made of any Warrant or underlying Share, the
    Owner shall give written notice to the
 
                                       50
<PAGE>
    Corporation describing briefly the manner of any such proposed disposition.
    No such disposition shall be made unless and until:
 
        1   The Corporation has received an opinion from counsel for the Owner
    of said securities stating that no registration under the 1933 Act or any
    state securities law is required with respect to such disposition; or
 
        2   A registration statement or post-effective amendment to a
    registration statement under the 1933 Act has been filed by the Corporation
    and made effective by the Securities and Exchange Commission covering such
    proposed disposition and the securities have been registered under the
    appropriate state securities laws or an exemption from registration is
    available.
 
    4.  SHARE DIVIDENDS RECLASSIFICATION; REORGANIZATION PROVISIONS.
 
    a.  If, prior to the expiration of this Warrant by exercise or by its terms,
the Corporation shall issue shares of Common Stock as a share dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then, in either of such cases, the Exercise Price per Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately increased; and conversely, if the Corporation shall contract
the number of outstanding shares of Common Stock by combining such shares into a
smaller number of shares, then, in such case, the Exercise Price per Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately increased and the number of Shares at that time purchasable
pursuant to this Warrant shall be proportionately decreased. If the Corporation
shall, at any time during the life of this Warrant declare a dividend payable in
cash on its shares of Common Stock and shall at substantially the same time
offer to its shareholders a right to purchase new shares of Common Stock form
the proceeds of such dividend or for an amount substantially equal to the
dividend, all shares of Common Stock so issued shall, for the purpose of this
Warrant, be deemed to have been issued as a share dividend. Any dividend paid or
distributed upon the Common Stock in shares of any other class of securities
convertible into Common Stock shall be treated as a dividend paid in Common
Stock to the extent that shares of Common Stock are issuable upon the conversion
thereof.
 
    b.  If, prior to the expiration of this Warrant by exercise or by its terms,
the Corporation shall be re-capitalized by reclassifying its outstanding shares
of Common Stock into shares with a different par value, or the Corporation or a
successor corporation shall consolidate or merge with or convey all or
substantially all of its or of any successor corporation's property and assets
to any other corporation or corporations (any such corporation being included
within the meaning of the term "successor corporation" used above in the event
of any consolidation or merger of any such corporation with, or the sale of all
or substantially all of the property of any such corporation to another
corporation or corporations), the Owner of this Warrant shall thereafter have
the right to purchase, upon the basis and on the terms and conditions and during
the time specified in this Warrant, in lieu of the Shares theretofore
purchasable upon the exercise of this Warrant, such shares, securities, or
assets as may be issued or payable with respect to, or in exchange for, the
number of Shares theretofore purchasable upon the exercise of this Warrant had
such re-capitalization, consolidation, merger or conveyance not taken place,
and, in any such event, the rights of the Owner of this Warrant to an adjustment
in the number of Shares purchasable upon the exercise of this Warrant as herein
provided shall continue and be preserved in respect of any shares, securities,
or assets which the Owner of this Warrant becomes entitled to purchase.
 
    c.  If: (i) the Corporation shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend payable otherwise
than in cash, or any other distribution in respect of the Common Stock
(including cash), pursuant to, without limitation, any spin-off, split-off, or
distribution of the Corporation's assets; or (ii) the Corporation shall take a
record of the holders of its Common Stock for the purpose of entitling them to
subscribe for or purchase any shares of any class or to receive any other
rights; or (iii) in the event of any classification, reclassification, or other
reorganization of the shares which the Corporation is authorized to issue,
consolidation or merger of the Corporation with or into
 
                                       51
<PAGE>
another corporation, or conveyance of all or substantially all of the assets of
the Corporation, or (iv) in the event of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation; then, and in any such
case, the Corporation shall mail to the Owner of this Warrant, at least thirty
(30) days prior thereto, a notice stating the date or expected date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or the date on which such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation, or winding up as
the case may be, will be effected. Such notice shall also specify the date or
expected date, if any is to be fixed, as of which holders of record shall be
entitled to participate in such dividend, distribution, or rights, or shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such classification, Reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up, as
the case may be.
 
    IF THE CORPORATION, AT ANY TIME WHILE THIS WARRANT SHALL REMAIN UNEXPIRED
AND UNEXERCISED, SHALL SELL ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, DISSOLVE,
LIQUIDATE, OR WIND UP ITS AFFAIRS, THE OWNER OF THIS WARRANT MAY THEREAFTER
RECEIVE UPON EXERCISE HEREOF, IN LIEU OF EACH SHARE WHICH IT WOULD HAVE BEEN
ENTITLED TO RECEIVE, THE SAME KIND AND AMOUNT OF ANY SECURITIES OR ASSETS AS MAY
BE ISSUABLE, DISTRIBUTABLE, OR PAYABLE UPON ANY SUCH SALE, DISSOLUTION,
LIQUIDATION, OR WINDING UP WITH RESPECT TO EACH COMMON SHARE OF THE CORPORATION.
 
    5.  RESERVATION OF SHARES ISSUABLE ON EXERCISE OF WARRANTS.  THE CORPORATION
WILL, AT ALL TIMES, RESERVE AND KEEP AVAILABLE OUT OF ITS AUTHORIZED SHARES,
SOLELY FOR ISSUANCE UPON THE EXERCISE OF THIS WARRANT SUCH NUMBER OF SHARES OF
COMMON STOCK AND OTHER SHARES AS FROM TIME TO TIME SHALL BE ISSUABLE UPON THE
EXERCISE OF THIS WARRANT.
 
    6.  LOSS, THEFT, DESTRUCTION OR MUTILATION.  UPON RECEIPT BY THE CORPORATION
OF EVIDENCE SATISFACTORY TO IT (IN THE EXERCISE OF ITS REASONABLE DISCRETION) OF
THE OWNERSHIP OF AND THE LOSS, THEFT, DESTRUCTION, OR MUTILATION OF THIS
WARRANT, THE CORPORATION WILL EXECUTE AND DELIVER, IN LIEU THEREOF, A NEW
WARRANT OF LIKE TENOR.
 
    7.  WARRANTHOLDER NOT A SHAREHOLDER.  THE OWNER OF THIS WARRANT, AS SUCH,
SHALL NOT BE ENTITLED BY REASON OF THIS WARRANT TO ANY RIGHTS WHATSOEVER OF A
SHAREHOLDER OF THE CORPORATION.
 
DATED THIS       DAY OF            , 199  .
 
                                          MIDISOFT CORPORATION
                                          BY: __________________________________
                                             PRESIDENT
 
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