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                                                                     Exhibit 4.5


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
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Warrant No._____________                          Number of Shares: __________
Date of Issuance:  February 2, 2000           (subject to adjustment)

                            POINTSHARE CORPORATION

                         Common Stock Purchase Warrant
                         -----------------------------

     Pointshare Corporation (the "Company"), for value received, hereby
                                  -------
certifies that ________________________ or its registered assigns (the
"Registered Holder"), is entitled, subject to the terms set forth below, to
 -----------------
purchase from the Company, at any time after the date hereof and on or before
the Expiration Date (as defined in Section 5 below), up to _______ shares (as
adjusted from time to time pursuant to the provisions of this Warrant) of Common
Stock of the Company, at a purchase price of $8.25 per share.  The shares
purchasable upon exercise of this Warrant and the purchase price per share, as
adjusted from time to time pursuant to the provisions of this Warrant, are
sometimes hereinafter referred to as the "Warrant Stock" and the "Purchase
                                          -------------           --------
Price," respectively.
-----

     This Warrant is issued pursuant to a Stock Purchase Agreement dated
February 1, 2000 between the Company and Health Trade Links, Inc. (the "Purchase
                                                                        --------
Agreement") and is subject to the terms and conditions of the Purchase
---------
Agreement.

     1.   Exercise.
          --------

          (a) Manner of Exercise.  This Warrant may be exercised by the
              ------------------
Registered Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such
                                          ---------
Registered Holder or by such Registered Holder's duly authorized attorney, at
the principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of the Purchase Price
payable in respect of the number of shares of Warrant Stock purchased upon such
exercise.  The Purchase Price may be paid by cash, check, wire transfer or by
the surrender of promissory notes or other instruments representing indebtedness
of the Company to the Registered Holder.

          (b) Effective Time of Exercise.  Each exercise of this Warrant shall
              --------------------------
be deemed to have been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to the Company as
provided in Section 1(a) above.  At such time, the person or persons in whose
name or names any certificates for Warrant Stock shall be
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issuable upon such exercise as provided in Section 1(d) below shall be deemed to
have become the holder or holders of record of the Warrant Stock represented by
such certificates.

          (c)  Net Issue Exercise.
               ------------------

               (i)    In lieu of exercising this Warrant in the manner provided
above in Section 1(a), the Registered Holder may elect to receive shares equal
to the value of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
notice of such election on the purchase/exercise form appended hereto as
Exhibit A duly executed by such Registered Holder or such Registered Holder's
---------
duly authorized attorney, in which event the Company shall issue to holder a
number of shares of Common Stock computed using the following formula:

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

Where     X = The number of shares of Common Stock to be issued to the
               Registered Holder.

          Y = The number of shares of Common Stock purchasable under this
               Warrant (at the date of such calculation).

          A = The fair market value of one share of Common Stock (at the date of
               such calculation).

          B = The Purchase Price (as adjusted to the date of such calculation).

               (ii)   For purposes of this Section 1(c), the fair market value
of one share of Common Stock on the date of calculation shall mean:

                      (A)  if the exercise is in connection with an initial
public offering of the Company's Common Stock, and if the Company's Registration
Statement relating to such public offering has been declared effective by the
Securities and Exchange Commission, then the fair market value per share of
Common Stock shall be the initial "Price to Public" specified in the final
prospectus with respect to the offering;

                      (B)  if (A) is not applicable, the fair market value shall
be at the highest price per share which the Company could obtain on the date of
calculation from a willing buyer (not a current employee or director) for shares
of Common Stock sold by the Company, from authorized but unissued shares, as
determined in good faith by the Board of Directors, unless the Company is at
such time subject to an acquisition as described in Section 5(b) below, in which
case the fair market value per share of Common Stock shall be deemed to be the
value of the consideration per share received by the holders of such stock
pursuant to such acquisition.

          (d)  Delivery to Holder.  As soon as practicable after the exercise of
               ------------------
this Warrant in whole or in part, and in any event within ten (10) days
thereafter, the Company at its

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<PAGE>

expense will cause to be issued in the name of, and delivered to, the Registered
Holder, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct:

               (i)  a certificate or certificates for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and

               (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Warrant Stock equal (without
giving effect to any adjustment therein) to the number of such shares called for
on the face of this Warrant minus the number of such shares purchased by the
Registered Holder upon such exercise as provided in Section 1(a) above.

     2.   Adjustments.
          -----------

          (a)  Stock Splits and Dividends.  If outstanding shares of the
               --------------------------
Company's Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of
such dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.  When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable upon the exercise of this
Warrant immediately prior to such adjustment, multiplied by the Purchase Price
in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment.

          (b)  Reclassification, Etc.  In case of any reclassification or change
               ----------------------
of the outstanding securities of the Company or of any reorganization of the
Company (or any other corporation the stock or securities of which are at the
time receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the
holder of this Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change, reorganization, merger or
conveyance, shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such holder
would have been entitled upon such consummation if such holder had exercised
this Warrant immediately prior thereto, all subject to further adjustment as
provided in Section 2(a); and in each such case, the terms of this Section 2
shall be applicable to the shares of stock or other securities properly
receivable upon the exercise of this Warrant after such consummation.

          (c)  Adjustment Certificate.  When any adjustment is required to be
               ----------------------
made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the
Company shall promptly mail to the Registered Holder a certificate setting forth
(i) a brief statement of the facts requiring such adjustment, (ii) the Purchase
Price after such adjustment and (iii) the kind and amount of

                                      -3-
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stock or other securities or property into which this Warrant shall be
exercisable after such adjustment.

     3.   Transfers.
          ---------

          (a) Unregistered Security.  Each holder of this Warrant acknowledges
              ---------------------
that this Warrant and the Warrant Stock have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and agrees not to
                                         --------------
sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an
effective registration statement under the Act as to this Warrant or such
Warrant Stock and registration or qualification of this Warrant or such Warrant
Stock under any applicable U.S. federal or state securities law then in effect
or (ii) an opinion of counsel, satisfactory to the Company, that such
registration and qualification are not required.  Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear
a legend substantially to the foregoing effect.

          (b) Transferability.  Subject to the provisions of Section 3(a) hereof
              ---------------
and of Section 3.1 of the Investors' Rights Agreement dated January ____, 2000
among the Company and certain holders of the Company's securities, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of the Warrant with a properly executed assignment (in the form of Exhibit B
                                                                   ---------
hereto) at the principal office of the Company provided, however, that this
                                               --------  -------
Warrant may not be transferred in part unless the transferee acquires the right
to purchase at least 50,000 shares (as adjusted pursuant to Section 2) of
Warrant Stock hereunder.

          (c) Warrant Register.   The Company will maintain a register
              ----------------
containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company
may treat the Registered Holder of this Warrant as the absolute owner hereof for
all purposes; provided, however, that if this Warrant is properly assigned in
              --------  -------
blank, the Company may (but shall not be required to) treat the bearer hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.  Any Registered Holder may change such Registered Holder's address as
shown on the warrant register by written notice to the Company requesting such
change.

     4.   No Impairment.  The Company will not, by amendment of its charter or
          -------------
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will (subject to Section 13 below) 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 of this Warrant against impairment.

     5.   Termination.  This Warrant (and the right to purchase securities upon
          -----------
exercise hereof) shall terminate on January __, 2003.

     6.   Notices of Certain Transactions.  In case:
          -------------------------------

                                      -4-
<PAGE>

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, to subscribe for or purchase any shares of stock of any class or any
other securities, or to receive any other right, or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company,
any consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the surviving
entity), or any transfer of all or substantially all of the assets of the
Company, or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up) are to be determined.
Such notice shall be mailed at least ten (10) days prior to the record date or
effective date for the event specified in such notice.

     7.   Reservation of Stock.  The Company will at all times reserve and keep
          --------------------
available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.

     8.   Exchange of Warrants.  Upon the surrender by the Registered Holder of
          --------------------
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 3
hereof, issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.

     9.   Replacement of Warrants.  Upon receipt of evidence reasonably
          -----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon

                                      -5-
<PAGE>

surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.

     10.  Notices.  Any notice required or permitted by this Warrant shall be in
          -------
writing and shall be deemed sufficient upon receipt, when delivered personally
or by courier, overnight delivery service or confirmed facsimile, or forty-eight
(48) hours after being deposited in the regular mail as certified or registered
mail (airmail if sent internationally) with postage prepaid, addressed (a) if to
the Registered Holder, to the address of the Registered Holder most recently
furnished in writing to the Company and (b) if to the Company, to the address
set forth below or subsequently modified by written notice to the Registered
Holder.

     11.  No Rights as Stockholder.  Until the exercise of this Warrant, the
          ------------------------
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

     12.  No Fractional Shares.  No fractional shares of Common Stock will be
          --------------------
issued in connection with any exercise hereunder.  In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the
Company's Board of Directors.

     13.  Amendment or Waiver.  Any term of this Warrant may be amended or
          -------------------
waived upon written consent of the Company and the Registered Holders.

     14.  Headings.  The headings in this Warrant are for purposes of reference
          --------
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

     15.  Governing Law. This Warrant shall be governed, construed and
          -------------
interpreted in accordance with the laws of the State of Washington, without
giving effect to principles of conflicts of law.


                              POINTSHARE CORPORATION


                              By ___________________________

                              Address:  1300 - 114th Avenue SE
                                        Suite 100
                                        Bellevue, WA  98004

                              Fax Number:  (425) 635-0301

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