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                                                                   EXHIBIT 10.40


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                                 printCafe, Inc.

                           WARRANT TO PURCHASE SHARES
                                 OF COMMON STOCK


        THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Time
Warner Inc. (the "HOLDER"), is entitled to purchase, subject to the terms of
this Warrant, 900,000 paid and nonassessable shares of Common Stock (as adjusted
pursuant to Article 4 hereof, the "SHARES") of printCafe, Inc., a Delaware
corporation (the "COMPANY"), at the price of FIVE DOLLARS AND EIGHTY CENTS
($5.80) per Share (such price and such other price as shall result from time to
time from the adjustments specified in Article 4 hereof, the "WARRANT Price"),
subject to the provisions and upon the terms and conditions set forth in this
Warrant. As used herein, (a) the term "COMMON STOCK" shall mean the Company's
common stock, par value $.0001 per share, and any capital stock into or for
which such Common Stock may hereafter be converted or exchanged, and (b) the
term "DATE OF GRANT" shall mean the Date of Grant listed on the signature page
hereof.

ARTICLE 1. TERM. The purchase right represented by this Warrant is exercisable,
in whole or in part, at any time and from time to time from the Date of Grant
through 5:00 p.m. New York City local time on the date which is the earlier of
(i) four years after the Date of Grant, and (ii) three (3) years after the
closing of a firmly underwritten initial public offering (the "IPO") of the
Common Stock effected pursuant to a registration statement (or its successor)
filed under the Securities Act of 1933, as amended (the "ACT").

ARTICLE 2. EXERCISE.

        2.1 Exercise of Warrant. Subject to Article 1 hereof, this Warrant shall
vest and become exercisable pursuant to the following schedule:

               (a) From and after the date which is the [1] anniversary of the
date which the Company installs (the "Installation Date") a print procurement
web site for Holder branded in Holder's name (the "Holder Site"), an amount of
Warrants equal to the product of [*] multiplied


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* Material has been omitted pursuant to a request for confidential treatment.

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by a fraction, the numerator of which is the amount of printing which Holder
actually purchased through the Holder Site during each of the most recent three
months ending prior to the [2] anniversary of the Installation Date and the
denominator of which is the total amount of printing which Holder actually
purchased during such period through the Holder Site and all other sources,
shall vest and become exercisable. By way of example, if during the [*] ending
immediately prior to the [*] anniversary of the Installation Date, Holder
purchased $100 million of printing through the Holder Site and $175 million in
total, the amount of Warrants which would vest and become exercisable would be
[*] Warrants:

               [*] X        $100,000,000          = [*]
                     -----------------------------
                            $175,000,000

               ; and

               (b) From and after the date which is the [*] anniversary of the
Installation Date, an amount of additional Warrants equal to the product of
900,000 less the amount of Warrants vested pursuant to Section 2.1(a) above,
with the difference between such amounts multiplied by fraction, the numerator
of which is the amount of printing which Holder actually purchased through the
Holder Site during each of the most recent three months ending prior to the [*]
anniversary of the Installation Date and the denominator of which is the total
amount of printing which Holder actually purchased during such period through
the Holder Site and all other sources, shall vest and become exercisable. By way
of example, if during the [*] ending immediately prior to the [*] anniversary of
the Installation Date, Holder purchased $175 million of printing through the
Holder Site and $200 million in total, the amount of Warrants which would vest
and become exercisable would be [*] Warrants:

        (900,000) - ([*]) X      $175,000,000           = [*]
                             --------------------------
                                 $200,000,000

The parties acknowledge and agree that when calculating the total amount of
printing purchased by Holder during such measurement periods, the following
printing sources shall be excluded from such calculation: (i) printing procured
through [*] and its affiliates, (ii) printing procured through [*] and its
affiliates, and (iii) printing procured on behalf of America Online, Inc.
("AOL") or any company which (x) prior to AOL's proposed merger with Holder (the
"Merger") is an affiliate of AOL or (y) after the Merger, based on the lines of
businesses of the two companies prior to the Merger, would most likely have been
an affiliate of AOL rather than Holder if the Merger had not occurred.
Notwithstanding the foregoing, regardless of the aggregate amount of printing
which Holder actually purchased through the Holder Site during the measurement
periods set forth in Section 2.1(a) and Section 2.1(b), Holder shall not be
entitled to more than an aggregate number of 900,000 Warrants.


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* Material has been omitted pursuant to a request for confidential treatment.



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               (c) In the event that on the eighteen month anniversary of the
Installation Date the amount of Warrants which become exercisable pursuant to
Sections 2.1(a) and (b) is less than 900,000, Holder shall, on the date which is
the eighteen month anniversary of the Installation Date, vest in that number of
Warrants, to the extent it is greater than the amount of Warrants Holder
otherwise vested in pursuant to Sections 2.1(a) and (b), determined based on
multiplying [3] by the number of printers on Holder's preferred printer list
(the "Preferred List") which, prior to the [*] anniversary of the Installation
Date, execute an agreement with the Company or one of its subsidiaries pursuant
to which such printer agrees to pay a subscription fee to the Company or one of
its subsidiaries in connection with the Company providing internet based print
processing services to such printer; provided, however, that Holder shall not be
given credit for the purposes of such computation for any printer which executes
such an agreement with the Company or one of its subsidiaries prior to Holder
placing it on the Preferred List (such printer, a "Non-Preferred Printer"); and,
provided, further, that if Holder or its affiliates represents eighty-five
percent (85%) or more of such Non-Preferred Printer's annual sales revenue,
Holder shall be given credit for such Non-Preferred Printer for purposes of the
computation set forth in this subsection (c). The parties acknowledge that
Holder is currently undergoing a request for information ("RFI") process to
determine which printers will be placed on the Preferred List and that Holder
shall use the Company to collect the responses to the RFI process and shall
provide the Company with a copy of the final Preferred List after it is
prepared. For purposes of this Section 2.1(c), a "printer" shall mean each
different facility which an entity uses to print documents (i.e. one entity may
have numerous different locations which sign up for the Company's services and
agree to pay a service fee in connection therewith).

        2.2 Method of Exercise; Payment. Subject to Article 1 hereof and the
provisions of Section 2.1, the purchase right represented by this Warrant may be
exercised by the Holder, in whole or in part and from time to time, at the
election of the Holder, by (a) the surrender of this Warrant (with the notice of
exercise substantially in the form attached hereto as EXHIBIT A duly completed
and executed) at the principal office of the Company and by the payment to the
Company, by certified check or by wire transfer to an account or accounts
designated by the Company of an amount equal to the then applicable Warrant
Price multiplied by the number of Shares then being purchased, or (b) exercise
of the Conversion Right provided for in Article 3 hereof.

        2.3 Delivery of Certificate and New Warrant. The person or persons in
whose name(s) any certificate(s) representing Shares shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the Shares
represented thereby (and such Shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, the Company shall deliver to the Holder as soon as practicable and
in any event within five (5) days after such exercise (a) a certificate of the
Company executed by a duly authorized officer of the Company to the effect that
the representations and warranties set forth in Section 5.1 hereof are true and
correct as of the date thereof (a "COMPLIANCE CERTIFICATE"), (b) certificates
for the Shares so purchased


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* Material has been omitted pursuant to a request for confidential treatment.


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<PAGE>   4


and (c) unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this
Warrant shall not then have been exercised.

        2.4 Stock Fully Paid; Reservation of Shares. All Shares that may be
issued upon the exercise of this Warrant will, upon issuance pursuant to the
terms and conditions herein, be fully paid and nonassessable, and free from all
taxes, liens and charges (except for taxes, liens and charges applicable to the
Holder) with respect to the issue thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of the issue upon exercise
of the purchase rights evidenced by this Warrant, a sufficient number of shares
of Common Stock to provide for the exercise of the rights represented by this
Warrant.

        2.5 Replacement of Warrants. On 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, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company,
and, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new Warrant of like tenor.

        2.6 No Assignment. The Holder of this Warrant shall not be entitled,
without obtaining the prior written consent of the Company, to assign, by
operation of law or otherwise, its interest in this Warrant in whole or in part
to any person or persons; provided, however, that the Holder shall be permitted
to assign this Warrant to its affiliates or subsidiaries without the Company's
prior written consent. Notwithstanding the foregoing, the Company acknowledges
that Holder may merge into AOL (either directly or through affiliates of the two
companies) and the transfer of this Warrant by operation of law in connection
with such merger shall not require the consent of the Company.

        2.7 Other Agreements. Except in connection with Holder's contingent
exercise of its Conversion Right (as defined in Section 3.1) in connection with
the closing of the IPO as more fully described in Article 3, Holder hereby
acknowledges and agrees that, in the event that Holder exercises this Warrant
prior to the closing of the IPO, Holder will execute and become a party to that
certain Right of First Refusal and Co-Sale Agreement substantially in the form
attached hereto as Exhibit B hereto and that certain Voting Agreement
substantially in the form attached hereto as Exhibit C hereto, as such
agreements shall be amended to the date of exercise by Holder, with respect to
the Shares received by Holder in connection with such exercise of this Warrant.

ARTICLE 3. CONVERSION RIGHT.

        3.1 Conversion Right. In addition to and without limiting the rights of
the Holder under the terms of this Warrant, the Holder shall have the right to
convert this Warrant or any portion thereof (the "CONVERSION RIGHT") into shares
of Common Stock as provided in this Article 3 pursuant to the vesting schedule
set forth in Section 2.1. Upon exercise of the Conversion Right with respect to
a particular number of Shares (the "CONVERTED WARRANT SHARES"), the Company
shall deliver to the Holder (without payment by the Holder of any exercise price
or any cash or other consideration) that number of shares of fully paid and
nonassessable Common Stock



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determined by dividing (a) the aggregate Fair Market Value (as determined
pursuant to Section 3.3) of the Converted Warrant Shares on the Conversion Date
(as defined in Section 3.2 below) minus the aggregate Warrant Price of such
Converted Warrant Shares by (b) the Fair Market Value of one share of Common
Stock.

        3.2 Method of Exercise. In the event that the Holder elects to exercise
the Conversion Right, the Holder shall surrender this Warrant at the principal
office of the Company together with a written statement specifying that the
Holder thereby intends to exercise the Conversion Right and indicating the
number of Shares which are being surrendered (referred to in Section 3.1 hereof
as the Converted Warrant Shares) in exercise of the Conversion Right. Such
conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid written statement or on such later date as is
specified therein (the "CONVERSION DATE") and, at the election of the Holder,
may be made contingent upon the closing of the IPO. Certificates for the Shares
issuable upon exercise of the Conversion Right, a Compliance Certificate and, if
applicable, a new warrant evidencing the balance of the Shares remaining subject
to this Warrant, shall be issued as of the Conversion Date and shall be
delivered to the Holder within five (5) days following the Conversion Date.

        3.3 Determination of Fair Market Value. For purposes of this Article 3,
"FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
"DETERMINATION DATE") shall mean:

               (a) If the Conversion Right is exercised in connection with and
contingent upon the IPO, then the initial "Price to Public" specified in the
final prospectus with respect to such offering.

               (b) If the Conversion Right is not exercised in connection with
the IPO, then as follows:

                      (i) If traded on a securities exchange, the Fair Market
Value of the Common Stock shall be deemed to be the average of the closing
prices of the Common Stock on such exchange over the 30-day period ending five
(5) business days prior to the Determination Date;

                      (ii) If traded over-the-counter, the Fair Market Value of
the Common Stock shall be deemed to be the average of the closing bid prices of
the Common Stock over the 30-day period ending five (5) business days prior to
the Determination Date; or

                      (iii) If there is no public market for the Common Stock,
then Fair Market Value shall be determined in good faith by the Board of
Directors of the Company.

        3.4 Fractional Shares. No fractional Shares shall be issuable upon
exercise of this Warrant pursuant to Section 2.1 or exercise of the Conversion
Right pursuant to this Article 3, but in lieu of such fractional shares the
Company shall make a cash payment therefor based on the Fair Market Value of the
Shares on the date of exercise or conversion as determined pursuant to Section
3.3.

ARTICLE 4. ADJUSTMENTS TO THE SHARES.



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        4.1 Stock Dividends. If the Company declares or pays a dividend on the
Common Stock payable in share of Common Stock (except any distribution
specifically provided for in Sections 4.2 or 4.3), then upon exercise of this
Warrant, for each Share acquired, the Holder shall receive, without cost to the
Holder, the total number and kind of securities to which the Holder would have
been entitled had the Holder owned the Shares of record as of the date the
dividend or subdivision occurred.

        4.2 Reclassification, Exchange, Substitution or Merger. In case of any
reclassification, exchange, merger or change of securities of the class issuable
upon exercise of this Warrant (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), the Company shall duly execute and deliver to the
Holder a new Warrant (in form and substance satisfactory reasonably acceptable
to the Holder) providing that the Holder shall have the right to exercise such
new Warrant and upon such exercise to receive, in lieu of each share of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, merger or change by a holder of one share Common Stock. Such
new warrant shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article 4. The
provisions of this Section 4.2 shall similarly apply to successive
reclassifications, mergers or changes.

        4.3 Adjustments for Subdivisions or Combinations. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the Exercise Price and the number of Shares issuable
upon exercise hereof shall be proportionately adjusted.

        4.4 Minimum Adjustment. No adjustment in the Exercise Price pursuant to
this Article 4 shall be required unless the adjustment would require an increase
or decrease of at least $.05 in such Exercise Price; provided, however, that any
adjustments which by reason of this Section 4.4 are not required to be made,
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 4 shall be to the nearest cent or the
nearest Share, as the case may be.

        4.5 Certificate as to Adjustments. Upon each adjustment of the Warrant
Price and the number of Shares acquirable hereunder, the Company, at its
expense, shall promptly compute such adjustment and furnish the Holder with a
certificate of its Chief Financial Officer setting forth such adjustment and the
facts upon which such adjustment is based. The Company shall, upon written
request, furnish the Holder a certificate setting forth the Warrant Price in
effect on the date thereof and the number of Shares acquirable hereunder on such
date and the series of adjustments leading to such Warrant Price and share
number.

ARTICLE 5. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

        5.1 Representations and Warranties. The Company hereby represents and
warrants to the Holder that:

               (a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms,



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subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies;

               (b) The Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and non-assessable;

               (c) The rights, preferences, privileges and restrictions granted
to or imposed upon the Shares and the holders thereof are as set forth in the
Company's Certificate of Incorporation, as amended to the Date of the Grant;

               (d) The execution and delivery of this Warrant is not, and the
issuance of the Shares upon exercise of this Warrant in accordance with the
terms hereof will not be, inconsistent with the Company's Certificate of
Incorporation or bylaws and do not and will not conflict with or contravene any
provision of, or constitute a default under, any material indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound; and

               (e) There are no actions, suits, investigations or proceedings
pending or, to the knowledge of the Company, threatened against the Company in
any court or before any governmental commission, board or authority which, if
adversely determined, will have a material adverse effect on the ability of the
Company to issue the Shares upon exercise of this Warrant.

        5.2 Notice of Certain Events. If the Company proposes at any time to (a)
declare any dividend or distribution upon the Common Stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) offer for subscription pro rata to the holders of any class or series of its
stock any additional shares of stock of any class or series or other rights; or
(c) effect any reclassification or recapitalization of the Common Stock, then,
in connection with each such event, the Company shall give the Holder (1) prompt
prior written notice of the date on which a record will be taken for such
dividend, distribution, or subscription rights or for determining rights to
vote, if any, in respect of the matters referred to in (c) above; and (2) in the
case of the matters referred to in (c) above, prompt prior written notice of the
date when the same will take place.

        5.3 Mergers. The Company shall provide the Holder with at least ten (10)
business days' notice of the terms and conditions of any of the following
potential transactions: (i) the sale, lease, exchange, conveyance or other
disposition of all or substantially all of the Company's property or business,
or (ii) its merger into or consolidation with any other corporation (other than
a wholly-owned subsidiary of the Company), or any transaction (including a
merger or other reorganization) or series of related transactions, in which a
majority of the voting power of the Company is disposed of.

        5.4 Rights as Stockholders; Information. The Holder, as such, shall not
be entitled to vote or receive dividends or be deemed the holder of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a



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stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.
Notwithstanding the foregoing, the Company will transmit to the Holder such
information, documents and reports as are generally distributed to the holders
of any class or series of the securities of the Company concurrently with the
distribution thereof to the stockholders.

ARTICLE 6. SECURITIES LAW COMPLIANCE.

        6.1 Compliance with the Act. This Warrant may not be sold, assigned,
pledged, hypothecated, encumbered or in any other manner transferred or disposed
of, in whole or in part. The Shares, nor any interest in them, may not be sold,
assigned, hypothecated, encumbered or in any other manner transferred or
disposed of, in whole or in part, except in compliance with the Act and state
securities laws and the terms and conditions hereof. Upon exercise of this
Warrant, unless the Shares being acquired are registered under the Act and any
applicable state securities laws or an exemption from such registration is
available, the Holder shall confirm in writing that the Shares so purchased
are being acquired for investment and not with a view toward distribution or
resale in violation of the Act and shall confirm such other matters related
thereto as may be reasonably requested by the Company. This Warrant and all
Shares issued upon exercise of this Warrant (unless at the time of acquisition
they are registered under the Act and any applicable state securities laws)
shall be stamped or imprinted with a legend in substantially the following form:

               "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
               SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
               TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
               EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
               LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE
               ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
               FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
               ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
               ANY APPLICABLE STATE SECURITIES LAWS."

Any certificate for Shares issued at any time in exchange or substitution for
any certificate for any Shares bearing such legend (except a new certificate for
any Shares issued after the acquisition of such Shares pursuant to a
registration statement which has been declared effective under the Act) shall
also bear such legend unless, in the opinion of counsel for the Company, the
Shares represented thereby are no longer subject to the restrictions set forth
herein. The provisions of this Article 6 shall be binding upon all subsequent
Holders of certificates for Shares bearing the above legend and all subsequent
Holders of this Warrant, if any.



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        6.2 Investment Representations. In addition, in connection with the
issuance of this Warrant, the Holder specifically represents to the Company by
acceptance of this Warrant as follows:

               (a) The Holder is aware of the Company's business affairs and
financial condition and has acquired information about the Company sufficient to
reach an informed and knowledgeable decision to acquire this Warrant. The Holder
is acquiring this Warrant for its own account for investment purposes only and
not with a view to, or for the resale in connection with, any "distribution"
thereof in violation of the Act. The Holder is an "accredited investor" as
defined in Rule 501 promulgated under the Act.

               (b) The Holder understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the Holder's
investment intent as expressed herein.

               (c) The Holder further understands that this Warrant must be held
indefinitely unless subsequently registered under the Act and qualified under
any applicable state securities laws or unless exemptions from registration and
qualification are otherwise available. The Holder understands that the Company
is under no obligation to register and qualify this Warrant or the Shares
underlying the Warrant.

               (d) The Holder is aware of the provisions of Rule 144 promulgated
under the Act, which, in substance, permit limited public resale of "restricted
securities" acquired, directly or indirectly, from the issuer thereof (or from
an affiliate of the issuer), in a nonpublic offering subject to the satisfaction
of certain conditions, if applicable, including, without limitation, the
availability of certain public information about the Company, the resale
occurring not less than one year after the party has purchased and paid for the
securities to be sold, the sale being made through a broker in an unsolicited
"broker transaction" or in transactions directly with a market maker and the
amount of securities being sold during any three (3) month period not exceeding
certain specified limitations.

               (e) The Holder further understands that at the time it wishes to
sell this Warrant or the Shares there may be no public market upon which to make
such a sale and that, even if such public market then exists, the Company may
not be satisfying the current public information requirements under Rule 144
promulgated under the Act and that, in such event, the Holder may be precluded
from selling this Warrant under Rule 144 even if the one year minimum holding
period has been satisfied.

               (f) The Holder further understands that in the event that all the
requirements of Rule 144 are not met, registration under the Act, compliance
with Regulation A or some other registration exemption will be required; and
that, notwithstanding the fact that Rule 144 under the Act is not exclusive, the
staff of the Securities and Exchange Commission (the "COMMISSION") has expressed
its opinion that persons proposing to sell private placement securities other
than in a registered offering or pursuant to Rule 144 will have a substantial
burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk.



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        6.3 Disposition of Warrant or the Shares. With respect to any offer,
sale or other disposition of this Warrant or any Shares acquired pursuant to the
exercise of this Warrant prior to registration of this Warrant or such Shares,
the Holder agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of the
Holder's counsel, or, if reasonably requested by the Company, other evidence to
the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any federal or
state securities law then in effect) of this Warrant or such Shares and
indicating whether or not under the Act certificates for this Warrant or such
Shares to be sold or otherwise disposed of require any restrictive legend as to
applicable restrictions on transferability in order to ensure compliance with
such law. If a determination has been made pursuant to this Section 6.3 that the
opinion of counsel for the Holder or other evidence is not reasonably
satisfactory to the Company, the Company shall so notify the Holder promptly
with details thereof after such determination has been made. Notwithstanding the
foregoing, this Warrant or the Shares may be offered, sold or otherwise disposed
of if (a) the Company shall have been furnished with a letter from the
Commission, in response to a written request in form and substance acceptable to
counsel for the Company setting forth all of the facts and circumstances
surrounding the contemplated transfer, stating that the Commission will take no
action with regard to the contemplated transfer; or (b) the Shares are
transferred pursuant to a registration statement which has been filed with the
Commission and has become effective. The Company may issue stop transfer
instructions to its transfer agent to enforce the foregoing restrictions.

        6.4 Termination of Restrictions and Removal of Legend. Except for the
restriction set forth in Section 2.6, the restrictions on transfer imposed by
this Article 6 shall cease and terminate as to the Shares when (i) such
securities shall have been effectively registered under the Act and sold by the
Holder in accordance with such registration, (ii) an acceptable opinion or other
evidence as described in Section 6.3 or a "no action" letter described in
Section 6.3 states that future transfers of such securities by the transferor or
the contemplated transferee would be exempt from registration under the Act, or
(iii) such securities may be sold under and in accordance with Rule 144(k)
promulgated by the Commission under the Act. When the restrictions on transfer
contained in this Article 6 have terminated as provided above, the Holder or the
transferee of the Holder shall be entitled to receive promptly from the Company,
without expense to it, and upon surrender of existing certificates, new
certificates not bearing the legend set forth in Section 6.1 hereof.

ARTICLE 7. MISCELLANEOUS.

        7.1 No Impairment. The Company shall not by amendment of its Certificate
of Incorporation 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.

        7.2 Agreement for Lock-up. The Holder, by acceptance hereof, agrees that
such Holder will not, without the prior written consent of the lead underwriter
in connection with the IPO, directly or indirectly offer to sell, contract to
sell (including, without limitation, any short sale), pledge, grant any option
for the sale of, acquire any option to dispose of, or otherwise dispose of any
Shares or securities into which such Share are converted for a period of 180
days



                                       10
<PAGE>   11

following the closing of the IPO provided that, prior to the effectiveness of
the IPO, the Company's officers and directors (in each case who own shares of
the Company's capital stock) and stockholders of the Company representing an
amount in excess of ten percent (10%) of the issued and outstanding shares of
the Company's capital stock enter into similar agreements with the same lock-up
period

        7.3 Notices. All notices and other communications from the Company to
the Holder, or vice versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or certified mail, postage
prepaid, at such address as may have been furnished by the Company or the
Holder, as the case may be, in writing by the Company or the Holder from time to
time.

        7.4 No Inconsistent Agreements. The Company has not previously entered
into, and will not on or after the date of this Warrant enter into, any
agreement with respect to its securities which is inconsistent with the terms of
this Warrant, including any agreement which impairs or limits the rights granted
to the Holder in this Warrant, or which otherwise conflicts with the provisions
hereof or would preclude the Company from discharging its obligations hereunder.

        7.5 Modification and Waiver. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.

        7.6 Attorneys' Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.

        7.7 Descriptive Headings. The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. The language in this Warrant shall be
construed as to its fair meaning without regard to which party drafted this
Warrant.

        7.8 Survival of Representations, Warranties and Agreements. All
representations and warranties of the Company and the Holder contained herein
shall survive the Date of Grant, the exercise or conversion of this Warrant (or
any part hereof) or the termination or expiration of rights hereunder. All
agreements of the Company and the Holder contained herein shall survive
indefinitely until, by their respective terms, they are no longer operative.

        7.9 Remedies. In case any one or more of the covenants and agreements
contained in this Warrant shall have been breached, the Holder (in the case of a
breach by the Company), or the Company (in the case of a breach by a Holder),
may proceed to protect and enforce its rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Warrant.

        7.10 Severability. The invalidity or unenforceability of any provision
of this Warrant in any jurisdiction shall not affect the validity or
enforceability of such provision in any other



                                       11
<PAGE>   12

jurisdiction, or affect any other provision of this Warrant, which shall remain
in full force and effect.

        7.11 Entire Agreement. This Warrant constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect to such
subject matter.

        7.12 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to its
principles regarding conflicts of law.




                            [SIGNATURE PAGE FOLLOWS]



                                       12
<PAGE>   13


Date of Grant: March ___, 2000


                                        PRINTCAFE, INC.


                                        By: ___________________________________

                                        Name:

                                        Title:


REVIEWED, ACKNOWLEDGED AND AGREED TO THIS ___ DAY OF MARCH, 2000

TIME WARNER INC.


By: ____________________________

Name:

Title:

<PAGE>   14


                                    EXHIBIT A

                               NOTICE OF EXERCISE


To: printCafe, Inc. (the "Company")


        1. The undersigned hereby:

               [ ]    elects to purchase __________ shares of Common Stock of
                      the Company pursuant to the terms of the attached Warrant,
                      and tenders herewith payment of the purchase price of such
                      shares in full, or

               [ ]    elects to exercise its Conversion Right pursuant to
                      Article 3 of the attached Warrant with respect to
                      __________ shares of Common Stock.

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


                        ________________________________
                                     (Name)

                        ________________________________


                        ________________________________

                        ________________________________
                                    (Address)

        3. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares,
all except as in compliance with applicable securities laws.


                                        _______________________________________
                                        (Signature)

                                        Date:

<PAGE>   15


                                   EXHIBIT A-1

                               NOTICE OF EXERCISE


To: printCafe, Inc., (the "Company")


        1. Contingent upon and effective immediately prior to the closing (the
"Closing") of the Company's public offering contemplated by the Registration
Statement on Form S____, filed ________________________, 20___, the undersigned
hereby:

               [ ]    elects to purchase ____________ shares of Common Stock of
                      the Company (or such lesser number of shares as may be
                      sold on behalf of the undersigned at the Closing) pursuant
                      to the terms of the attached Warrant, or

               [ ]    elects to exercise its Conversion Right pursuant to
                      Article 3 of the attached Warrant with respect
                      ____________ shares of Common Stock.

        2. Please deliver to the custodian for the selling stockholders a stock
certificate representing such _____________ shares.

        3. The undersigned has instructed the custodian for the selling
stockholders to deliver to the Company $________ or, if less, the net proceeds
due the undersigned from the sale of shares in the aforesaid public offering. If
such net proceeds are less than the purchase price for such shares, the
undersigned agrees to deliver the difference to the Company prior to the
Closing.


                                        _______________________________________
                                        (Signature)


                                        Date: