Exhibit 10.6

THE  SECURITIES  EVIDENCED BY THIS WARRANT  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER
THE ACT,  OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH
SECURITIES  REASONABLY  SATISFACTORY  TO THE  COMPANY  STATING  THAT SUCH  SALE,
TRANSFER,  ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT  FROM THE  REGISTRATION  AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

No.                                                            December 27, 1999
    ---------------

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                               BUSINESS WEB, INC.


     1. Number of Shares Subject to Warrant. FOR VALUE RECEIVED, on and after
the date of this Warrant, and subject to the terms and conditions herein set
forth, Holder (as defined below) is entitled to purchase from Business Web,
Inc., a Texas corporation doing business as "Comercis, Inc." (the "Company"), at
any time before 5:00 p.m., California time, on the Termination Date (as defined
below), at a price per share equal to the Warrant Price (as defined below), the
Warrant Stock (as defined below and subject to adjustments as described below)
upon exercise of this Warrant pursuant to Section 6 hereof.

     2. Definitions. As used in this Warrant, the following terms shall have the
definitions ascribed to them below:

        (a) "Holder" shall mean NewGold,  Inc., a Delaware corporation,  and its
assigns.

        (b) "Securities" shall mean the Common Stock of the Company, together
with such other securities or property that may become issuable upon exercise of
this Warrant as described in Section 3 below.

        (c) "Termination Date" shall mean the date that is one (1) year after
the closing of an underwritten initial public offering of shares of Common Stock
of the Company.

        (d) "Warrant Price" shall be equal to $3.00 per share, subject to
adjustment as described in Section 3 below.

        (e) "Warrant Stock" shall mean the 3,132,794 shares of Securities
purchasable upon exercise of this Warrant, subject to adjustment as described in
Section 3 below.


<PAGE>

     3.  Adjustments and Notices.  The Warrant Price and the number of shares of
Warrant  Stock shall be subject to  adjustment  from time to time in  accordance
with the following provisions:

        (a) Subdivision, Stock Dividends or Combinations. In case the Company
shall at any time subdivide the outstanding shares of the Securities or shall
issue a dividend in the form of Securities with respect to the Securities, the
Warrant Price in effect immediately prior to such subdivision or the issuance of
such dividend shall be proportionately decreased, and the number of shares of
Warrant Stock purchasable immediately prior to such subdivision or issuance of
dividend shall be proportionately increased, and in case the Company shall at
any time combine the outstanding shares of the Securities, the Warrant Price in
effect immediately prior to such combination shall be proportionately increased,
and the number of Warrant Stock purchasable immediately prior to such
combination shall be proportionately decreased, effective at the close of
business on the date of such subdivision, dividend or combination, as the case
may be.

        (b) Reclassification, Exchange, Substitute, In-Kind Distribution. Upon
any reclassifications, exchange, substitution or other event that results in a
change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant or upon the payment of a dividend in securities or
property other than Securities, the Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and
property that Holder would have received if this Warrant had been exercised
immediately before the record date for such reclassification, exchange,
substitution or other event or immediately prior to the record date for such
dividend. The Company or its successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3 including, without limitation,
adjustments to the Warrant Price and to the number of securities or property
issuable upon exercise of the new Warrant. The provisions of this Section 3(b)
shall similarly apply to successive reclassifications, exchanges, substitutions
or other events and successive dividends.

        (c) Reorganization, Merger, etc. In case of any (i) merger or
consolidation of the Company into or with another corporation, (ii) sale,
transfer or lease (but not including a transfer or lease by pledge or mortgage
to a bona fide lender) of all or substantially all of the assets of the Company,
or (iii) sale by the Company's shareholders of 50% or more of the Company's
outstanding securities in one or more related transactions, the Company, or such
successor or purchasing corporation, as the case may be, shall, as a condition
to the consummation of any such reorganization, merger or sale, duly execute and
deliver to the Holder hereof a new warrant such that the Holder shall have the
right to receive, in lieu of the shares of the Securities theretofore issuable
upon exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property to which such Holder would have been entitled
upon such consummation if such Holder had exercised this Warrant immediately
prior to the consummation of such reorganization, merger, or sale. Such new
warrant shall provide for adjustments that shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 3. The provisions
of this subparagraph (c) shall similarly apply to successive reorganizations,
mergers and sales.

                                        2
<PAGE>
        (d) No Impairment. The Company shall not, by amendment of its Articles
or Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of
this Section 3 and in taking all such action as may be necessary or appropriate
to protect the Holder's rights under this Section 3 against impairment.

        (e) Notice. Upon any adjustment of the Warrant Price and any increase or
decrease in the number of shares of the Securities purchasable upon the exercise
or conversion of this Warrant, then, and in each such case, the Company, within
thirty (30) days thereafter, shall give written notice thereof to the Holder of
this Warrant at the address of such Holder as shown on the books of the Company
which notice shall state the Warrant Price as adjusted and the increased or
decreased number of shares purchasable upon the exercise or conversion of this
Warrant, setting forth in reasonable detail the method of calculation of each.
The Company further agrees to notify the Holder of this Warrant in writing of a
reorganization, merger or sale in accordance with Section 3(c) hereof at least
forty-five (45) days prior to the effective date thereof. The Company also
agrees to notify the Holder of this Warrant in writing of a proposed public
offering at least thirty (30) days prior to the effective date thereof.

        (f) Fractional Shares. No fractional shares shall be issuable upon
exercise or conversion of the Warrant and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying the Holder an amount computed
by multiplying the fractional interest by the fair market value of a full share.

     4. No Shareholder  Rights.  This Warrant,  by itself, as distinguished from
any  shares  purchased  hereunder,  shall not  entitle  its Holder to any of the
rights of a shareholder of the Company.

     5. Representations of the Company and Reservation of Stock. This Warrant
has been duly and validly authorized, executed and delivered by the Company and
constitutes a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms. All Securities which may be issued upon
the exercise or conversion of this Warrant shall, upon issuance in accordance
with the terms hereof, be duly authorized, validly issued, fully paid and
nonassessable, and free of any liens and encumbrances, except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws. On and after the date of this Warrant, the Company will reserve from its
authorized and unissued Securities a sufficient number of shares to provide for
the issuance of Warrant Stock upon the exercise or conversion of this Warrant.
Issuance of this Warrant shall constitute full authority to the Company's
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Warrant Stock
issuable upon the exercise or conversion of this Warrant.

     6. Exercise of Warrant. This Warrant may be exercised in whole or part by
the Holder subsequent to the date hereof and on or before the Termination Date
by the surrender of this Warrant, together with the Notice of Exercise and
Investment Representation Statement in the forms attached hereto as Attachments
1 and 2, respectively, duly completed and executed at

                                       3
<PAGE>
the principal office of the Company, specifying the portion of the Warrant to be
exercised and accompanied by payment in full of the Warrant Price in cash, check
or wire transfer with respect to the shares of Warrant Stock being purchased.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
and the person entitled to receive the shares of Warrant Stock issuable upon
such exercise shall be treated for all purposes as Holder of such shares of
record as of the close of business on such date. As promptly as practicable
after such date, but in any event within ten (10) business days thereafter, the
Company shall issue and deliver to the person or persons entitled to receive the
same a certificate or certificates for the number of full shares of Warrant
Stock issuable upon such exercise. If the Warrant shall be exercised for less
than the total number of shares of Warrant Stock then issuable upon exercise,
promptly after surrender of the Warrant upon such exercise, the Company will
execute and deliver a new Warrant, dated the date hereof, evidencing the right
of the Holder to the balance of the Warrant Stock purchasable hereunder upon the
same terms and conditions set forth herein.

     7. Conversion. In lieu of exercising this Warrant or any portion hereof,
the Holder hereof shall have the right to convert this Warrant or any portion
hereof into Securities by executing and delivering to the Company at its
principal office the written Notice of Conversion and Investment Representation
Statement in the forms attached hereto as Attachments 2 and 3, specifying the
portion of the Warrant to be converted, and accompanied by this Warrant. The
number of shares of Securities to be issued to Holder upon such conversion shall
be computed using the following formula:

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


        where             X =      the number of shares of Securities to be
                                   issued to the Holder for the portion of the
                                   Warrant being converted.

                          P =      the portion of the Warrant being
                                   converted expressed as a decimal fraction.

                          Y =      the total number of shares of Securities
                                   issuable upon exercise of the Warrant in
                                   full.

                          A =      the fair market value of one share of
                                   Securities, which shall mean (i) the fair
                                   market value of one share of Securities as
                                   of the last business day immediately prior
                                   to the date the notice of conversion is
                                   received by the Company, as determined in
                                   good faith by the Company's Board of
                                   Directors, provided that in the event the
                                   Holder disagrees with the Board's good
                                   faith determination, the valuation shall be
                                   determined by a mutually agreeable
                                   valuation firm, or (ii) if this Warrant is
                                   being converted in conjunction with a
                                   public offering of Securities, the price to
                                   the public per share in such offering, or
                                   (iii) if the Securities are publicly traded
                                   on a stock exchange or national market
                                   system, the average closing price for the
                                   ten (10)


                                     4
<PAGE>
                                   trading day period immediately prior to the
                                   date of conversion.

                          B =      the Warrant Price on the date of conversion.

Any portion of this Warrant that is converted shall be immediately canceled.
This Warrant or any portion hereof shall be deemed to have been converted
immediately prior to the close of business on the date of its surrender for
conversion as provided above, and the person entitled to receive the shares of
Warrant Stock issuable upon such conversion shall be treated for all purposes as
Holder of such shares of record as of the close of business on such date. As
promptly as practicable after such date, but in any event within ten (10)
business days thereafter, the Company shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of full shares of Warrant Stock issuable upon such conversion. If the
Warrant shall be converted for less than the total number of shares of Warrant
Stock then issuable upon conversion, promptly after surrender of the Warrant
upon such conversion, the Company will execute and deliver a new Warrant, dated
the date hereof, evidencing the right of the Holder to the balance of the
Warrant Stock purchasable hereunder upon the same terms and conditions set forth
herein.

     8. Transfer of Warrant. This Warrant may be transferred or assigned by the
Holder hereof, in whole or in part, provided that such transfer is effected in
compliance with all applicable state and federal securities laws.

     9. Piggyback Registration Rights.

        (a) Corporate Obligation. If the Company shall determine to register any
of the Securities either for its own account or the account of a shareholder(s)
exercising demand registration rights, other than a registration relating solely
to employee benefit plans, or a registration relating solely to a transaction
pursuant to Rule 145 promulgated under the Securities Act of 1933, as amended
(the "Act"), or a registration on any registration form which does not permit
secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of the
Warrant Stock, the Company will promptly give to the Holder written notice
thereof and include in such registration (and any related qualification under
blue sky laws), and in any underwriting involved therein, the number of shares
of Warrant Stock specified in a written request made by the Holder within
fifteen (15) days after receipt of such written notice from the Company, except
as set forth in Section 9(b) below.

        (b) Underwritten Public Offering. If the registration for which the
Company gives notice is for a registered public offering involving an
underwriting, the right of the Holder to registration shall be conditioned upon
the Holder's participation in such underwriting and the inclusion of the
Holder's Warrant Stock in the underwriting pursuant to an underwriting agreement
in customary form with the underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Section, if the underwriter
reasonably determines that marketing factors require a limitation on the number
of shares to be underwritten the underwriter may exclude some or all of the
Warrant Stock with the number of shares that may be included in the registration
and underwriting being allocated among the Holder and all other shareholders
entitled to have securities included in such registration in proportion, as
nearly as

                                       5
<PAGE>
practicable, to the respective amounts of securities which they had requested to
be included in such registration (provided, however, that if the registration is
for the account of shareholders exercising demand registration rights, the
number of shares that may be included by the Holder shall be cut back entirely
before any limitation on the number of shares that may be included by such
shareholders).

        (c) Expenses. All expenses of the registration shall be borne by the
Company, except underwriting discounts and selling commissions applicable to the
sale of any shares of Warrant Stock and any other securities of the Company
being sold in the same registration by other shareholders, which shall be borne
by the Holder and such other shareholders pro rata on the basis of the number of
shares registered.

        10. "Market Stand-Off" Agreement. The Holder hereby agrees that it shall
not, to the extent reasonably requested by the Company and an underwriter of
Common Stock of the Company, sell or otherwise transfer or dispose (other than
to donees who agree to be similarly bound) of any Common Stock of the Company
during the one hundred eighty (180)-day period following the effective date of
an underwritten initial public offering of the Company, provided that all
officers and directors of the Company enter into similar agreements. Such
agreement shall be in writing in a form satisfactory to the Company and such
underwriter.

        11. Miscellaneous. This Warrant shall be governed by the laws of the
State of California, as such laws are applied to contracts to be entered into
and performed entirely in California by California residents. The headings in
this Warrant are for purposes of convenience and reference only, and shall not
be deemed to constitute a part hereof. Neither this Warrant nor any term hereof
may be changed or waived orally, but only by an instrument in writing signed by
the Company and the Holder of this Warrant. All notices and other communications
from the Company to the Holder of this Warrant shall be delivered personally or
mailed by first class mail, postage prepaid, to the address furnished to the
Company in writing by the last Holder of this Warrant who shall have furnished
an address to the Company in writing, and if mailed shall be deemed given three
days after deposit in the United States mail.


ISSUED:  December 27, 1999

                                      BUSINESS WEB, INC.


                                      By:
                                         ----------------------------------
                                      Name:  Chris Meaux
                                      Title:  Chief Executive Officer




                                       6
<PAGE>
                                  Attachment 1

NOTICE OF EXERCISE

TO:      BUSINESS WEB, INC.

        1. The undersigned hereby elects to purchase ______________shares of the
Warrant Stock of Business Web, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full.

        2. Please issue a certificate or certificates representing said shares
of Warrant Stock in the name of the undersigned or in such other name as is
specified below:

                      -----------------------------------
                                     (Name)

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




-----------------------------------     ---------------------------------------
          (Date)                           (Name of Warrant Holder)


                                    By:
                                       ----------------------------------------

                                    Title:
                                          -------------------------------------
                                      (Title and signature of authorized person)





<PAGE>

                                  Attachment 2

                       INVESTMENT REPRESENTATION STATEMENT

                            Shares of the Securities
                     (as defined in the attached Warrant) of
                               BUSINESS WEB, INC.

     In connection with the purchase of the above-listed securities, the
undersigned hereby represents to Business Web, Inc. (the "Company") as follows:

     (a) The securities to be received upon the exercise of the Warrant (the
"Securities") will be acquired for investment for its own account, not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof, and the undersigned has no present intention of selling, granting
participation in or otherwise distributing the same, but subject, nevertheless,
to any requirement of law that the disposition of its property shall at all
times be within its control.

     (b) The undersigned understands that the Securities issuable upon exercise
of the Warrant at the time of issuance may not be registered under the
Securities Act of 1933, as amended (the "Act"), and applicable state securities
laws, on the ground that the issuance of such securities is exempt pursuant to
Section 4(2) of the Act and state law exemptions relating to offers and sales
not by means of a public offering, and that the Company's reliance on such
exemptions is predicated on the undersigned's representations set forth herein.

     (c) The undersigned agrees that in no event will it make a disposition of
any Securities acquired upon the exercise of the Warrant unless and until (i) it
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a statement of the circumstances surrounding the
proposed disposition, and (ii) it shall have furnished the Company with an
opinion of counsel reasonably satisfactory to the Company and Company's counsel
to the effect that (A) appropriate action necessary for compliance with the Act
and any applicable state securities laws has been taken or an exemption from the
registration requirements of the Act and such laws is available, and (B) the
proposed transfer will not violate any of said laws.

     (d) The undersigned acknowledges that an investment in the Company is
highly speculative and represents that it is able to fend for itself in the
transactions contemplated by this Statement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investments, and has the ability to bear the economic risks
(including the risk of a total loss) of its investment. The undersigned
represents that it has had the opportunity to ask questions of the Company
concerning the Company's business and assets and to obtain any additional
information which it considered necessary, and has had all questions which have
been asked by it satisfactorily answered by the Company.

     (e) The undersigned acknowledges that the Securities issuable upon exercise
of the Warrant must be held indefinitely unless subsequently registered under
the Act or an exemption


<PAGE>
from such registration is available. The undersigned is aware of the provisions
of Rule 144 promulgated under the Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than one (1) year after a party has
purchased and paid for the security to be sold, the sale being through a
"broker's transaction" or in transactions directly with a "market makers" (as
provided by Rule 144(f)) and the number of shares being sold during any
three-month period not exceeding specified limitations.

Dated:
      -------------------------

                                    -------------------------------------------
                                            (Typed or Printed Name)


                                    By:
                                       ----------------------------------------
                                                  (Signature)

                                    Title:
                                          -------------------------------------




<PAGE>
                                  Attachment 3

NOTICE OF CONVERSION

TO:      BUSINESS WEB, INC.

     1. The undersigned hereby elects to acquire__________ shares of the
Securities of Business Web, Inc. pursuant to the terms of the attached Warrant,
by conversion of percent (__ %) of the Warrant.

     2. Please issue a certificate or certificates representing said shares of
Securities in the name of the undersigned or in such other name as is specified
below:

                      -----------------------------------
                                     (Name)

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




-----------------------------------     ---------------------------------------
          (Date)                           (Name of Warrant Holder)


                                    By:
                                       ----------------------------------------

                                    Title:
                                          -------------------------------------
                                      (Title and signature of authorized person)