Exhibit 10.5


NEITHER THESE  SECURITIES  NOR THE  SECURITIES  FOR WHICH THESE  SECURITIES  ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES  ISSUABLE UPON EXERCISE OF
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.



                               GURUNET CORPORATION

                                     WARRANT

Warrant No. [  ]                                        Dated:  January __, 2004

         GuruNet  Corporation,  a Delaware  corporation (the "COMPANY"),  hereby
certifies that, for value received,  [Name of Holder] or its registered  assigns
(the "HOLDER"), is entitled to purchase from the Company up to a total of [ ](1)
shares of common stock,  $0.001 par value per share (the "COMMON STOCK"), of the
Company (each such share,  a "WARRANT  SHARE" and all such shares,  the "WARRANT
SHARES") at an exercise  price equal to 120% of the greater of (x) the IPO Price
(as defined in the Note) and (y) $6.00 per share (as adjusted  from time to time
as provided in SECTION 9, the  "EXERCISE  PRICE"),  at any time and from time to
time from and after the earlier of (x) the date of the Offering  Termination (as
defined in the Note),  (y) the one year  anniversary of the  consummation of the
IPO Event, and (z) December 31, 2004, and through and including the date that is
seven  years from the date of  issuance  hereof  (the  "EXPIRATION  DATE"),  and
subject to the following terms and conditions.  This Warrant (this "WARRANT") is
one of a series of similar  warrants issued pursuant to that certain  Securities
Purchase  Agreement,  dated as of the date hereof,  by and among the Company and
the Purchasers identified therein (the "PURCHASE AGREEMENT").  All such warrants
are referred to herein, collectively, as the "WARRANTS."

         1.  DEFINITIONS.  In addition to the terms  defined  elsewhere  in this
Warrant,  capitalized  terms  that are not  otherwise  defined  herein  have the
meanings given to such terms in the Purchase Agreement.

         2.  REGISTRATION  OF WARRANT.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "WARRANT
REGISTER"),  in the name of the




--------
(1) 33 1/3% warrant coverage


<PAGE>

record  Holder  hereof  from time to time.  The  Company  may deem and treat the
registered  Holder of this Warrant as the absolute  owner hereof for the purpose
of any  exercise  hereof or any  distribution  to the Holder,  and for all other
purposes, absent actual notice to the contrary.

         3.  REGISTRATION OF TRANSFERS.  Subject to Section 6, the Company shall
register the  transfer of any portion of this  Warrant in the Warrant  Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly
completed  and signed,  to the  Transfer  Agent or to the Company at its address
specified  herein.  Upon any such  registration  or  transfer,  a new warrant to
purchase Common Stock, in  substantially  the form of this Warrant (any such new
warrant, a "NEW WARRANT"), evidencing the portion of this Warrant so transferred
shall be issued to the  transferee  and a New Warrant  evidencing  the remaining
portion  of this  Warrant  not so  transferred,  if any,  shall be issued to the
transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed  the  acceptance  by such  transferee  of all of the  rights and
obligations of a holder of a Warrant.

         4. EXERCISE AND DURATION OF WARRANTS.

            (a) This Warrant shall be exercisable  by the  registered  Holder at
any time and from  time to time on or after  the  earlier  of (x) the  Effective
Date, (y) the one year anniversary of the consummation of the IPO Event, and (z)
December 31, 2004, and through and including the Expiration  Date. At 6:30 P.M.,
New York City time on the  Expiration  Date,  the  portion of this  Warrant  not
exercised prior thereto shall be and become void and of no value.

            (b) A Holder may exercise  this Warrant by delivering to the Company
(i) an exercise  notice,  in the form attached  hereto (the "EXERCISE  NOTICE"),
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
in immediately available funds for the number of Warrant Shares as to which this
Warrant is being exercised (which may take the form of a "cashless  exercise" if
so indicated in the Exercise  Notice and if a "cashless  exercise"  may occur at
such time  pursuant  to this  Section  10  below),  and the date such  items are
delivered to the Company (as determined in accordance with the notice provisions
hereof) is an "EXERCISE  DATE." The Holder shall deliver the original Warrant to
the  Company  within 30  Business  Days for  delivery  of the  Exercise  Notice.
Execution  and  delivery of the  Exercise  Notice  shall have the same effect as
cancellation  of the original  Warrant and issuance of a New Warrant  evidencing
the right to purchase the remaining number of Warrant Shares.

            (c) Upon the  consummation  of the IPO Event,  this Warrant shall be
automatically  converted  into the same class of  warrants  being  issued to the
public in  connection  with the IPO  Event.  On the date of the IPO  Event,  the
Company shall  deliver to the Holder a new warrant,  which shall be identical in
terms to the  warrant  issued to the  public in  connection  with the IPO Event.
Notwithstanding  anything to the  contrary,  unless  otherwise  agreed to by the
Holder,  this  Warrant  shall not be  converted  into the warrant  issued to the
public in  connection  with the IPO Event unless (i) the exercise  price of such
new warrant is less than or equal to the Exercise Price herein,  (ii) the number
of shares of Common  Stock  shall be the same as the  number of  Warrant  Shares
herein, and (iii) the expiration date shall be for a period no less than 5 years
from the date of the IPO Event.

                                       2
<PAGE>

         5. DELIVERY OF WARRANT SHARES.

            (a) Upon exercise of this Warrant,  the Company shall  promptly (but
in no event  later than five  Business  Days after the  Exercise  Date) issue or
cause to be issued and cause to be delivered to or upon the written order of the
Holder and in such name or names as the Holder may designate,  a certificate for
the Warrant  Shares  issuable upon such exercise,  free of  restrictive  legends
unless a  registration  statement  covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder  thereunder is not then effective and
the  Warrant  Shares are not freely  transferable  without  volume  restrictions
pursuant to Rule 144 under the  Securities  Act.  The  Holder,  or any Person so
designated  by the Holder to  receive  Warrant  Shares,  shall be deemed to have
become  holder  of  record  of such  Warrant  Shares  as of the  Exercise  Date.
Following the Effective Date, the Company shall, upon request of the Holder, use
its  commercially   reasonable  efforts  to  deliver  Warrant  Shares  hereunder
electronically  through the Depository Trust Corporation or another  established
clearing corporation performing similar functions.

            (b) This  Warrant is  exercisable,  either in its  entirety or, from
time to time, for a portion of the number of Warrant  Shares.  Upon surrender of
this Warrant following one or more partial exercises, the Company shall issue or
cause to be  issued,  at its  expense,  a New  Warrant  evidencing  the right to
purchase the remaining number of Warrant Shares.

            (c) In addition to any other rights  available  to a Holder,  if the
Company fails to deliver to the Holder a certificate representing Warrant Shares
by the third Business Day after the date on which  delivery of such  certificate
is required by this  Warrant,  and if after such third  Business  Day the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in  satisfaction  of a sale by the Holder of the Warrant Shares that the
Holder  anticipated  receiving  from the Company (a "BUY-IN"),  then the Company
shall, within three Business Days after the Holder's request and in the Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased  (the "BUY-IN  PRICE"),  at which point the  Company's
obligation  to deliver such  certificate  (and to issue such Common Stock) shall
terminate,  or (ii)  promptly  honor its  obligation  to deliver to the Holder a
certificate or certificates  representing  such Common Stock and pay cash to the
Holder in an amount  equal to the excess  (if any) of the Buy-In  Price over the
product  of (A) such  number of shares of Common  Stock,  times (B) the  Closing
Price  on the date of the  event  giving  rise to the  Company's  obligation  to
deliver such certificate.

            (d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely

                                       3
<PAGE>

deliver  certificates  representing  shares of Common Stock upon exercise of the
Warrant as required pursuant to the terms hereof.

         6. CHARGES,  TAXES AND EXPENSES.  Issuance and delivery of certificates
for shares of Common Stock upon  exercise of this Warrant  shall be made without
charge to the Holder for any issue or transfer tax,  withholding  tax,  transfer
agent fee or other  incidental tax or expense in respect of the issuance of such
certificates,  all of which  taxes and  expenses  shall be paid by the  Company;
provided,  however,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the  registration  of any
certificates  for  Warrant  Shares or  Warrants in a name other than that of the
Holder or an Affiliate  thereof.  The Holder shall be responsible  for all other
tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.

         7. REPLACEMENT OF WARRANT.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity,  if  requested.  Applicants  for a New Warrant under such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other  reasonable  third-party  costs as the Company may
prescribe.  If a New Warrant is requested  as a result of a  mutilation  of this
Warrant,  then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company's obligation to issue the New Warrant.

         8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other  contingent  purchase rights of persons other than the Holder (taking into
account the  adjustments and  restrictions of SECTION 9). The Company  covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and  validly  authorized,  issued  and fully  paid and  nonassessable.  The
Company will take all such action as may be necessary to assure that such shares
of Common  Stock  may be issued as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed.

         9. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this SECTION 9.

            (a) STOCK  DIVIDENDS AND SPLITS.  If the Company,  at any time while
this Warrant is  outstanding,  (i) pays a stock  dividend on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the

                                       4
<PAGE>

Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding  immediately  before such event
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective  immediately  after the record date
for the  determination  of  stockholders  entitled to receive  such  dividend or
distribution,  and any  adjustment  pursuant  to  clause  (ii) or  (iii) of this
paragraph shall become  effective  immediately  after the effective date of such
subdivision or combination.

            (b) PRO RATA  DISTRIBUTIONS.  If the Company, at any time while this
Warrant is outstanding,  distributes to holders of Common Stock (i) evidences of
its  indebtedness,  (ii) any security (other than a distribution of Common Stock
covered by the preceding  paragraph),  (iii) rights or warrants to subscribe for
or purchase any  security,  or (iv) any other asset (in each case,  "DISTRIBUTED
PROPERTY"),  then the Company will deliver to such Holder,  within five Business
Days  after  such  request  (or,  if  later,  on  the  effective  date  of  such
distribution),  the  Distributed  Property  that  such  Holder  would  have been
entitled  to receive in respect  of the  Warrant  Shares for which this  Warrant
could  have  been  exercised  immediately  prior to such  record  date.  If such
Distributed  Property is not  delivered  to a Holder  pursuant to the  preceding
sentence,  then upon  expiration  of or any  exercise of the Warrant that occurs
after such  record  date,  such Holder  shall  remain  entitled  to receive,  in
addition  to the  Warrant  Shares  otherwise  issuable  upon such  exercise  (if
applicable), such Distributed Property.

            (c) FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is
outstanding,  (i) the Company effects any merger or consolidation of the Company
with or into  another  Person,  (ii)  the  Company  effects  any  sale of all or
substantially  all of its  assets  in one or a series of  related  transactions,
(iii) any tender  offer or  exchange  offer  (whether  by the Company or another
Person) is completed  pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities,  cash or property, or (iv)
the Company effects any  reclassification  of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively  converted into
or exchanged for other securities, cash or property (other than as a result of a
subdivision  or  combination  of shares of Common Stock  covered by Section 9(a)
above) (in any such case, a  "FUNDAMENTAL  TRANSACTION"),  then the Holder shall
have the right  thereafter to receive,  upon exercise of this Warrant,  the same
amount and kind of  securities,  cash or property as it would have been entitled
to receive upon the occurrence of such  Fundamental  Transaction if it had been,
immediately prior to such Fundamental  Transaction,  the holder of the number of
Warrant  Shares  then  issuable  upon  exercise  in full of  this  Warrant  (the
"ALTERNATE  CONSIDERATION").  The aggregate Exercise Price for this Warrant will
not be  affected by any such  Fundamental  Transaction,  but the  Company  shall
apportion such aggregate  Exercise Price among the Alternate  Consideration in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's request, any successor to the Company or surviving
entity in such Fundamental  Transaction  shall issue to the Holder a new warrant
consistent  with the foregoing  provisions  and evidencing the Holder's right to
purchase the  Alternate  Consideration  for the  aggregate  Exercise  Price upon
exercise  thereof.  The terms of any  agreement  pursuant to which a Fundamental
Transaction  is effected  shall  include terms  requiring

                                       5
<PAGE>

any such  successor or surviving  entity to comply with the  provisions  of this
paragraph (c) and insuring that the Warrant (or any such  replacement  security)
will be  similarly  adjusted  upon any  subsequent  transaction  analogous  to a
Fundamental Transaction.  If following the Effective Date, the Company completes
a "Rule 13e-3  transaction"  as defined in Rule 13e-3 under the  Exchange Act or
other analogous "going private"  transaction,  then at the request of the Holder
within 30 days following such Rule 13e-3  transaction,  the Company (or any such
successor or surviving entity) will purchase the remaining  unexercised  portion
of this  Warrant  from the Holder in cash within five  Business  Days after such
request (or, if later, on the effective date of such Rule 13e-3 transaction), at
a purchase  price equal to the fair market  value  thereof as  determined  by an
independent  investment bank selected by both the Company and the Lead Purchaser
on the date of such request.

            (d)  SUBSEQUENT  EQUITY SALES.  The  provisions of this Section 9(d)
shall only apply prior to the IPO Event.

                 (i) If, at any time while  this  Warrant  is  outstanding,  the
         Company or any Subsidiary  issues  additional shares of Common Stock or
         rights,  warrants,  options or other  securities  or debt  convertible,
         exercisable  or  exchangeable  for shares of Common  Stock or otherwise
         entitling any Person to acquire  shares of Common Stock  (collectively,
         "COMMON  STOCK  EQUIVALENTS")  at an effective net price to the Company
         per  share of  Common  Stock  (the  "EFFECTIVE  PRICE")  less  than the
         Exercise Price (as adjusted  hereunder to such date), then the Exercise
         Price shall be reduced to equal the Effective  Price. If, following the
         Effective Date and at any time while this Warrant is  outstanding,  the
         Company  or  any  Subsidiary   issues  Common  Stock  or  Common  Stock
         Equivalents  at an Effective  Price greater than the Exercise Price (as
         adjusted  hereunder  to such  date) but less than the  average  Closing
         Price  over  the  five  Business  Days  prior  to  such  issuance  (the
         "ADJUSTMENT PRICE"),  then the Exercise Price shall be reduced to equal
         the product of (A) the Exercise  Price in effect  immediately  prior to
         such issuance of Common Stock or Common Stock  Equivalents  times (B) a
         fraction, the numerator of which is the sum of (1) the number of shares
         of Common Stock outstanding  immediately  prior to such issuance,  plus
         (2) the number of shares of Common Stock which the aggregate  Effective
         Price of the  Common  Stock  issued  (or  deemed  to be  issued)  would
         purchase at the Adjustment  Price,  and the denominator of which is the
         aggregate number of shares of Common Stock  outstanding or deemed to be
         outstanding  immediately  after such  issuance.  For  purposes  of this
         paragraph,  in  connection  with  any  issuance  of  any  Common  Stock
         Equivalents,   (A)  the  maximum  number  of  shares  of  Common  Stock
         potentially issuable at any time upon conversion,  exercise or exchange
         of such Common Stock  Equivalents (the "DEEMED NUMBER") shall be deemed
         to be outstanding upon issuance of such Common Stock  Equivalents,  (B)
         the  Effective  Price  applicable  to such Common Stock shall equal the
         minimum  dollar  value  of  consideration  payable  to the  Company  to
         purchase  such Common  Stock  Equivalents  and to convert,  exercise or
         exchange  them  into  Common  Stock  (net  of  any   discounts,   fees,
         commissions and other expenses),  divided by the Deemed Number, and (C)
         no  further  adjustment  shall be made to the  Exercise  Price upon the
         actual issuance of Common Stock upon  conversion,  exercise or exchange
         of such Common Stock Equivalents.

                                       6
<PAGE>

                 (ii) If, at any time while this  Warrant  is  outstanding,  the
         Company or any  Subsidiary  issues  Common  Stock  Equivalents  with an
         Effective Price or a number of underlying  shares that floats or resets
         or  otherwise  varies or is subject to  adjustment  based  (directly or
         indirectly)  on market  prices of the Common Stock (a  "FLOATING  PRICE
         SECURITY"),  then for purposes of applying the  preceding  paragraph in
         connection  with any subsequent  exercise,  the Effective Price will be
         determined separately on each Exercise Date and will be deemed to equal
         the lowest  Effective  Price at which any holder of such Floating Price
         Security is  entitled to acquire  Common  Stock on such  Exercise  Date
         (regardless of whether any such holder actually  acquires any shares on
         such date).

                 (iii) Notwithstanding the foregoing, no adjustment will be made
         under this paragraph (d) in respect of any Excluded Stock.

            (e) NUMBER OF WARRANT SHARES.  Simultaneously with any adjustment to
the Exercise Price pursuant to paragraphs  (a), (b) or (d) of this Section,  the
number of Warrant  Shares that may be  purchased  upon  exercise of this Warrant
shall be increased or decreased  proportionately,  so that after such adjustment
the aggregate  Exercise  Price payable  hereunder for the increased or decreased
number of Warrant  Shares shall be the same as the aggregate  Exercise  Price in
effect immediately prior to such adjustment.

            (f)  CALCULATIONS.  All  calculations  under this SECTION 9 shall be
made to the nearest cent or the nearest 1/100th of a share,  as applicable.  The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company,  and the  disposition
of any such shares shall be considered an issue or sale of Common Stock.

            (g) NOTICE OF  ADJUSTMENTS.  Upon the occurrence of each  adjustment
pursuant to this  SECTION 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

            (h)  NOTICE OF  CORPORATE  EVENTS.  If the  Company  (i)  declares a
dividend or any other  distribution  of cash,  securities  or other  property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction, at least 20 calendar days
prior to the applicable record or effective date on which a Person would need to
hold  Common  Stock in order to  participate  in or vote  with  respect  to such
transaction,  and the Company will take all steps reasonably  necessary in order
to insure that the Holder is given the  practical  opportunity  to exercise this
Warrant prior to such time so as to  participate in or vote with respect to such
transaction;  provided,  however, that the

                                       7
<PAGE>

failure  to  deliver  such  notice or any  defect  therein  shall not affect the
validity of the corporate action required to be described in such notice.

         10. PAYMENT OF EXERCISE PRICE.  The Holder shall pay the Exercise Price
in  immediately  available  funds;  provided,  however,  following  the Required
Effectiveness Date, if at the time of exercise the Registration Statement is not
effective  and has not been  effective for at least 20 Business Days (whether or
not consecutive)  during any period and the Company is not using best efforts to
obtain the effectiveness of such Registration Statement,  the Holder may satisfy
its obligation to pay the Exercise Price through a "cashless exercise," in which
event the  Company  shall  issue to the  Holder  the  number of  Warrant  Shares
determined as follows:

                                           X = Y [(A-B)/A]
                  where:
                                           X = the  number of Warrant  Shares to
                                           be issued to the Holder.

                                           Y = the number of Warrant Shares with
                                           respect  to  which  this  Warrant  is
                                           being exercised.

                                           A = the average of the Closing Prices
                                           for   the    five    Business    Days
                                           immediately   prior   to   (but   not
                                           including)  the Exercise  Date or, if
                                           not publicly traded,  the fair market
                                           value  of  the   Warrant   Shares  as
                                           determined    by    an    independent
                                           investment  bank selected by both the
                                           Company and the Lead Purchaser.

                                           B = the Exercise Price.

                  For purposes of Rule 144 promulgated under the Securities Act,
it is intended,  understood and acknowledged that the Warrant Shares issued in a
cashless  exercise  transaction  shall be deemed to have  been  acquired  by the
Holder,  and the holding  period for the Warrant  Shares shall be deemed to have
commenced,  on the date this  Warrant  was  originally  issued  pursuant  to the
Purchase Agreement.

         11.  LIMITATION ON EXERCISE.  Notwithstanding  anything to the contrary
contained  herein,  the number of shares of Common Stock that may be acquired by
the Holder upon any  exercise of this Warrant (or  otherwise in respect  hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or  other  issuance),   the  total  number  of  shares  of  Common  Stock  then
beneficially owned by such Holder and its Affiliates and any other Persons whose
beneficial  ownership of Common Stock would be aggregated  with the Holder's for
purposes  of Section  13(d) of the  Exchange  Act,  does not exceed  4.999% (the
"MAXIMUM  PERCENTAGE") of the total number of issued and  outstanding  shares of
Common Stock  (including  for such  purpose the shares of Common Stock  issuable
upon such exercise). For such purposes, beneficial ownership shall be determined
in  accordance  with  Section  13(d)  of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder.  The Company's obligation to issue shares in
excess of the limitation referred to in this Section 11 shall be suspended until
such time,  if any, as such shares of Common  Stock may be issued in  compliance
with such limitation. Additionally, by written notice to the Company, the Holder
may waive the  provisions of this Section 11 or increase or decrease the Maximum
Percentage to any other  percentage  specified in

                                       8
<PAGE>

such notice, but (i) any such waiver or increase will not be effective until the
61st day after such notice is delivered to the Company, and (ii) any such waiver
or  increase  or  decrease  will  apply  only to the Holder and not to any other
holder of  Warrants.  The Company  shall have no  obligation  to  determine  the
beneficial  ownership of any Purchaser and its  Affiliates and any other Persons
whose  beneficial  ownership  of  Common  Stock  would  be  aggregated  with the
Purchaser's for purposes of Sections 13(d) and 16 of the Exchange Act.

         12.  FRACTIONAL  SHARES.  The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant. If
any  fraction  of a Warrant  Share  would,  except  for the  provisions  of this
Section,  be issuable upon exercise of this Warrant,  the Company shall pay cash
equal to the product of such  fraction  multiplied  by the closing  price of one
Warrant Share as reported by Bloomberg L.P. (or the successor to its function of
reporting share prices) on the date of exercise.

         13. NOTICES.  Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time)  on a  Business  Day,  (ii)  the  next  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section on a day that is not a Business Day
or later than 6:30 p.m.  (New York City  time) on any  Business  Day,  (iii) the
Business  Day  following  the  date  of  mailing,  if  sent  by  internationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such  notice is required  to be given.  The address for such  notices or
communications shall be as set forth in the Purchase Agreement.

         14. WARRANT AGENT.  The Company shall serve as warrant agent under this
Warrant.  Upon 30 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or stockholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. MISCELLANEOUS.

            (a) Subject to the  restrictions  on transfer set forth on the first
page hereof, this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the  Company  except to a  successor  in the event of a  Fundamental
Transaction.  This  Warrant  shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

                                       9
<PAGE>

            (b) The Company will not, by amendment of its governing documents 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 action as may be necessary or appropriate in order
to protect the rights of the Holder  against  impairment.  Without  limiting the
generality of the foregoing,  the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefor on such exercise, (ii) will
take all such action as may be reasonably necessary or appropriate in order that
the Company may validly and legally issue fully paid and  nonassessable  Warrant
Shares on the exercise of this Warrant, and (iii) will not close its stockholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

            (C)  GOVERNING  LAW;  VENUE;  WAIVER OF JURY  TRIAL.  ALL  QUESTIONS
CONCERNING THE CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND  INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND  CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.  EACH  PARTY  HEREBY  IRREVOCABLY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION  OF THE STATE AND FEDERAL  COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION  CONTEMPLATED HEREBY OR DISCUSSED
HEREIN  (INCLUDING  WITH RESPECT TO THE  ENFORCEMENT  OF ANY OF THE  TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION  OR  PROCEEDING,  ANY  CLAIM  THAT IT IS NOT  PERSONALLY  SUBJECT  TO THE
JURISDICTION  OF ANY SUCH  COURT,  THAT  SUCH  SUIT,  ACTION  OR  PROCEEDING  IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF VIA  REGISTERED OR CERTIFIED  MAIL OR OVERNIGHT  DELIVERY
(WITH  EVIDENCE OF  DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS  AGREEMENT AND AGREES THAT SUCH SERVICE SHALL  CONSTITUTE  GOOD
AND SUFFICIENT  SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN
SHALL BE  DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE  PROCESS  IN ANY  MANNER
PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

            (d) The headings herein are for convenience  only, do not constitute
a part of this  Warrant  and shall  not be deemed to limit or affect  any of the
provisions hereof.

            (e) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]

                                       10
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                            GURUNET CORPORATION


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

                                       11
<PAGE>

                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To:  GURUNET CORPORATION

The undersigned is the Holder of Warrant No. _______ (the  "WARRANT")  issued by
GuruNet Corporation,  a Delaware corporation (the "COMPANY").  Capitalized terms
used herein and not otherwise defined have the respective  meanings set forth in
the Warrant.

1.       The  Warrant  is   currently   exercisable   to  purchase  a  total  of
         ______________ Warrant Shares.

2.       The  undersigned   Holder  hereby   exercises  its  right  to  purchase
         _________________ Warrant Shares pursuant to the Warrant.

3.       The Holder  intends that payment of the Exercise Price shall be made as
         (check one):

                      ____ "Cash Exercise" under Section 10

                      ____ "Cashless Exercise" under Section 10 (if permitted)

4.       If the holder has elected a Cash Exercise, the holder shall pay the sum
         of  $____________  to the Company in  accordance  with the terms of the
         Warrant.

5.       Pursuant  to this  exercise,  the Company  shall  deliver to the holder
         _______________  Warrant  Shares  in  accordance  with the terms of the
         Warrant.

6.       Following this exercise, the Warrant shall be exercisable to purchase a
         total of ______________ Warrant Shares.



Dated:                      ,            Name of Holder:
       ---------------------  -------

                                         (Print)
                                                --------------------------------
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         (Signature must conform in all respects
                                         to name of holder as  specified  on the
                                         face of the Warrant)

<PAGE>

                               FORM OF ASSIGNMENT

         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of GuruNet Corporation
to which the within Warrant  relates and appoints  ________________  attorney to
transfer  said  right on the books of  GuruNet  Corporation  with full  power of
substitution in the premises.



Dated:                      ,
       --------------------- ------

                                         ---------------------------------------
                                         (Signature must conform in all respects
                                         to name of holder as  specified  on the
                                         face of the Warrant)

                                         ---------------------------------------
                                         Address of Transferee

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

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


In the presence of:


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