EXHIBIT 10.27


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. 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 EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY 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.

THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN CONVERTIBLE
PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT, BETWEEN THE COMPANY AND THE
HOLDER, DATED JULY 6, 2001.



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                  VIADOR, INC.


No. CS-2                                          Date of Issuance: July 6, 2001


                  This certifies that, for value received, DICK WARMINGTON, or
its registered assigns (the "Holder"), is entitled, subject to the terms set
                             ------
forth below, to purchase from VIADOR INC., a Delaware corporation (the
"Company"), Two Hundred Fifty Thousand (250,000) shares of the Common Stock of
 -------
the Company, par value $0.001 per share (the "Common Stock"), subject to
                                              ------------
adjustment pursuant to Section 12 hereof, as constituted on the date hereof (the
"Warrant Issue Date"), upon surrender hereof, at the principal office of the
 ------------------
Company referred to below, with the Notice of Exercise form attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United States
equal to the Exercise Price as set forth in Section 2 below. The number and
Exercise Price of such shares of Common Stock are subject to adjustment as
provided below. The term "Warrant" as used herein shall include this Warrant and
                          -------
any warrants delivered in substitution or exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in that
certain Convertible Promissory Note and Warrant Purchase Agreement between the
Company and the Holder, as described therein, dated as of July 6, 2001, as the
same may from time to time be amended, modified or supplemented (the "Purchase
                                                                      --------
Agreement"). The Holder is subject to certain restrictions set forth in the
---------


<PAGE>


Purchase Agreement and shall be entitled to certain rights and privileges set
forth in the Purchase Agreement. This Warrant is one of the Warrants referred to
as the "Warrants" in the Purchase Agreement.
        --------

1. Term of Warrant. Subject to the terms and conditions set forth herein, this
   ---------------
Warrant shall be exercisable, in whole or in part, at any time before the second
anniversary of the Date of Issuance (such period of time during which this
Warrant is exercisable referred to herein as the "Term").
                                                  ----

2.       Exercise Price.  The exercise price at which this Warrant may be
         --------------
exercised shall be $0.40 (the "Exercise Price").
                               --------------

3.       Exercise of Warrant.
         -------------------

a. The purchase rights represented by this Warrant are exercisable by the Holder
in whole or in part, at any time, or from time to time, during the Term hereof
as described in Section 1 above, by the surrender of this Warrant and the Notice
of Exercise annexed hereto as Exhibit A, duly completed and executed on behalf
                              ---------
of the Holder, at the office of the Company (or such other office or agency of
the Company as it may designate by notice in writing to the Holder at the
address of the Holder appearing on the books of the Company), together with
payment in immediately available funds or by check acceptable to the Company in
an amount equal to the product of the Exercise Price set forth in Section 2
above multiplied by the number of shares of Common Stock being purchased upon
such exercise.

b. Notwithstanding the foregoing, in no event shall Holder be entitled to
exercise this Warrant into a total number of shares of voting stock of Company
that exceeds that number of shares which is equal to 19.9% of the Company's
total issued and outstanding shares of voting stock as of the date of such
exercise, less such number of shares of voting stock (if any) that are then held
by Holder and that were (a) purchased by Holder from any officers, directors or
substantial shareholders (as defined by the National Association of Securities
Dealers ("NASD")) of Company, or (b) acquired by Holder upon exercise of any
          ----
note or warrant, including any shares with respect to which Holder has exercised
any warrant or converted any note, but which have not yet been delivered to such
Holder, or (c) otherwise acquired (or other securities convertible into voting
stock of the Company otherwise acquired) by Holder from the Company, or any
officers, directors or substantial shareholders (as defined by the NASD) of
Company, in connection with the transactions contemplated by the Purchase
Agreement.

c. 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 herein,
and the person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date. As promptly as practicable on
or after such date and in any event within ten (10) days thereafter, the Company
at its expense shall issue and deliver to the person or persons entitled to
receive the same a certificate or certificates representing the number of shares
issuable upon such exercise.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing
   -----------------------------
fractional shares shall be issued upon the exercise of this Warrant. In lieu of


<PAGE>


any fractional share to which the Holder would otherwise be entitled, the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

5. Replacement of Warrant. 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 substance to the Company or, 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 and amount.

6.       Rights of Shareholders.  This Warrant shall not entitle the Holder to
         ----------------------
 any of the rights of a shareholder of the Company.

7.       Transfer of Warrant.
         -------------------

a. Warrant Register. The Company will maintain a register (the "Warrant
   ----------------                                             -------
Register") containing the names and addresses of the Holder or Holders. Any
--------
Holder of this Warrant or any portion thereof may change its address as shown on
the Warrant Register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to the
Holder may be delivered or given by mail to such Holder in the name as shown on
the Warrant Register and at the address shown on the Warrant Register and
delivery to such address shall constitute effective delivery for all purposes.
Until this Warrant is transferred on the Warrant Register of the Company, the
Company may treat the Holder as shown on the Warrant Register as the absolute
owner of this Warrant for all purposes, notwithstanding any notice to the
contrary.

b. Transferability and Nonnegotiability of Warrant. This Warrant may not be
   -----------------------------------------------
transferred or assigned in whole or in part without prior written approval by
the Company and compliance with all applicable federal and state securities laws
by the transferor and the transferee. Subject to the provisions of this Warrant
with respect to (i) the requirement that any transfer or assignment is subject
to prior written approval by the Company, (ii) compliance with the Act, and
(iii) the requirement that any transferee must first agree in writing, in a form
reasonably acceptable to the Company, to be bound by the terms of the Purchase
Agreement, and exhibits thereto, title to this Warrant may be transferred by
endorsement (by the Holder executing the Assignment Form annexed hereto as
Exhibit B) and delivery in the same manner as a negotiable instrument
---------
transferable by endorsement and delivery. The Common Stock to be issued upon
exercise hereof may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and the transferee.

c. Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
   -----------------------------------
exchange, properly endorsed for transfer on the Assignment Form, and subject to
the provisions of this Warrant with respect to compliance with the Act and with
the limitations on assignments and transfers contained in this Warrant, the
Company, at its expense, shall issue to or on the order of the Holder a new
warrant or warrants of like tenor, in the name of the Holder or as the Holder
(on payment by the Holder of any applicable transfer taxes) may direct, for the
number of shares of Common Stock issuable upon exercise hereof.



<PAGE>


d.       Compliance with Securities Laws.
         -------------------------------

(1) The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the shares of Common Stock to be issued upon exercise hereof are
being acquired solely for the Holder's own account and not as a nominee for any
other party, and for investment, and that the Holder will not offer, sell, or
otherwise dispose of this Warrant or any shares of Common Stock to be issued
upon exercise hereof except under circumstances that will not result in a
violation of the Act or any applicable state securities laws. Upon exercise of
this Warrant, the Holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the shares of Common Stock so
purchased are being acquired solely for the Holder's own account and not as a
nominee for any other party, for investment, and not with a view toward
distribution or resale, except under circumstances that will not result in a
violation of the Act or any applicable state securities laws.

(2) This Warrant and all shares of Common Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following form
(in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. 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 EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY 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.

8.       Restrictions on Transfer.
         ------------------------

a. Fifteen (15) days before any proposed sale, assignment, transfer or pledge of
this Warrant or any portion hereof (a "Proposed Transfer"), the Holder proposing
the transfer (the "Transferring Holder") will give written notice to the Company
                   -------------------
of the Transferring Holder's intention to effect such Proposed Transfer. Each
such notice shall:

(1)      describe the manner and any circumstances of the Proposed Transfer in
sufficient detail;

(2)      provide the name and address of the transferee; and

(3) include a statement signed by the transferee that the transferee represents
and warrants to the Company that each representation and warranty set forth in
Section 6 of the Purchase Agreement is true as each such representation or
warrant applies to such transferee.


<PAGE>


                  Upon receipt of the written notice pursuant to this Section 8,
Company shall have ten (10) days to approve, in its sole discretion, such
Proposed Transfer by sending written notice to the Transferring Holder.

9. Reservation of Stock. The Company covenants that during the Term this Warrant
   --------------------
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of this Warrant and, from time to time, will take all steps
necessary to amend its Restated Certificate of Incorporation, as amended from
time to time (the "Certificate"), to provide sufficient reserves of shares of
Common Stock issuable upon exercise of the Warrant. The Company further
covenants that all shares that may be issued upon the exercise of rights
represented by this Warrant, upon exercise of the rights represented by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens, and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously or otherwise
specified herein). The Company agrees that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.

10.      Notices.
         -------

a. Whenever the Exercise Price or number of shares purchasable hereunder shall
be adjusted pursuant to Section 12 hereof, the Company shall issue a certificate
signed by its Treasurer setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated and the Exercise Price and number of shares
purchasable hereunder after giving effect to such adjustment, and shall cause a
copy of such certificate to be personally delivered or mailed (by first class
mail, postage prepaid) to the Holder of this Warrant as provided in Section
10(c) hereof.

b.       In case:

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

(2) the Company shall consummate any reorganization, reclassification,
combination, exchange or subdivision of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation, or any
conveyance of all or substantially all of the assets of the Company to another
corporation, or

(3) of any voluntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be delivered or
mailed to each Holder of this Warrant a notice specifying, as the case may be,
(A) 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,


<PAGE>


distribution or right, or (B) the date on which such reorganization,
reclassification, combination, exchange, subdivision, consolidation, merger,
conveyance, 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 stock or securities at the time receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, combination, exchange, subdivision,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty business (20) days prior to the date
therein specified.

c. Any notices required to be sent to a Holder hereunder will be delivered to
the address of such Holder as shown on the books of the Company. All notices
referred to herein will be delivered in person or sent by first class mail,
postage prepaid, and such notices shall be deemed to have been received (i) in
the case of personal delivery, on the date of such delivery and (ii) in the case
of mailing, on the third (3rd) business day following the date of such mailing.
All communications to Company shall be delivered to its principal office located
at 2000 Charleston Rd., Suite 1000, Mountain View, CA 94043; Attention:
President.

11.      Amendments.
         ----------

a.       Any term of this Warrant may be amended with the prior written consent
of the Company and the Holder.

b. No waivers of or exceptions to any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.

12.      Adjustments.  The Exercise Price and the number of shares purchasable
         -----------
upon exercise hereof are subject to adjustment from time to time as follows:

a. Merger, Sale of Assets, Etc. If at any time, while this Warrant, or any
   ---------------------------
portion hereof, remains outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of substantially all of the Company's
properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect in the manner set forth in
Section 2, the number of shares of stock or other securities or property of the
successor corporation resulting from such reorganization, merger, consolidation,
sale or transfer which a holder of the shares deliverable upon exercise of this
Warrant would have been entitled to receive in such reorganization, merger,
consolidation, sale or transfer if this Warrant had been exercised immediately
before such reorganization, merger, consolidation, sale or transfer, all subject


<PAGE>


to further adjustment as provided in this Section 12. The foregoing provisions
of this Section 12(a) shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation which are at the time receivable upon the exercise of this
Warrant. If the per share consideration payable to the Holder hereof for shares
in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be determined
in good faith by the Company's Board of Directors. In all events, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

b. Reclassification, etc. If the Company at any time while this Warrant, or any
   ---------------------
portion hereof, remains outstanding and unexpired shall, by reclassification of
securities or otherwise, change any of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change, and the Exercise Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in Section
12.

c. Split, Subdivision or Combination of Shares. If the Company at any time while
   -------------------------------------------
this Warrant, or any portion hereof, remains outstanding and unexpired shall
split, subdivide or combine the securities as to which purchase rights under
this Warrant exist, into a different number of securities of the same class, the
number of shares of such securities available for purchase in effect immediately
prior to such subdivision, combination, or dividend or other distribution and
the Exercise Price per share for such securities shall be proportionately
adjusted. Adjustments set forth herein shall be readjusted in the same manner
for any successive event or events described herein.

d. Adjustments for Dividends in Stock or Other Securities or Property. If while
   ------------------------------------------------------------------
this Warrant, or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant exist
at the time shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then, and in each
case, this Warrant shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of this Warrant, and
without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company which such holder would hold on the date of such exercise had it
been the holder of record of the security receivable upon exercise of this
Warrant on the date hereof and had thereafter, during the period from the date
hereof to and including the date of such exercise, retained such shares and/or
all other additional stock available to it as aforesaid during such period,
giving effect to all adjustments called for during such period by the provisions
of this Section 12.


<PAGE>


e. Certificate as to Adjustments. Upon the occurrence of each adjustment or
   -----------------------------
readjustment pursuant to this Section 12, the Company, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request, at any time, of any such Holder, furnish or cause to be furnished to
such Holder a like certificate setting forth: (i) such adjustments and
readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property which at the time
would be received upon the exercise of this Warrant.

f. No Impairment. The Company will not, by any voluntary action, avoid or seek
   -------------
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Section 12 and in the taking
of all such action as may be necessary or appropriate in order to protect the
rights of each Holder of this Warrant against impairment.

13. Lockup Agreement. The Holder hereby agrees that, during the period of
    ----------------
duration specified by the Company and an underwriter of Common Stock or other
securities of the Company, following the effective date of any registration
statement of the Company filed under the Act, it shall not, to the extent
requested by the Company and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except Common Stock included in such
registration; provided, however, that:

                               (a) all executive officers and directors of the
                                   Company enter into a similar agreement; and

                               (b) such market stand-off time period shall not
                                   exceed (i) 90 days if it is determined by the
                                   underwriters, in their sole discretion, that
                                   such time period would not jeopardize the
                                   success of the offering, or (ii) 180 days.

    In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Common Stock of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

    Notwithstanding the foregoing, the obligations described in
this Section 13 shall not apply to a registration relating solely to employee
benefit plans on Form S-l or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to an SEC Rule 145 transaction
on Form S-14 or Form S-15 or similar forms which may be promulgated in the
future.


<PAGE>



14.      Miscellaneous.
         -------------

a.       Descriptive Headings; Governing Law.  The descriptive headings of the
         -----------------------------------
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.  The construction, validity and
interpretation of this Warrant will be governed by the laws of the State of
California, without regard to principles of conflicts or choice of law.

b.       Severability.  If any term, provision, covenant or restriction of this
         -------------
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and in no way
shall be affected, impaired or invalidated.


                              * * * * *

<PAGE>



                  IN WITNESS WHEREOF, VIADOR, INC. caused this Warrant to be
executed by its officers thereunto duly authorized.

Dated: July 6, 2001

                                  VIADOR INC.


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

                                            Alice Pilch,
                                       Chief Financial Officer



HOLDER:

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

Name:

Address:





<PAGE>



                                    EXHIBIT A
                                    ---------

                           FORM OF NOTICE OF EXERCISE

To:  VIADOR, INC.

                  (1) Pursuant  to the  terms of the  attached  Warrant,  the
undersigned  hereby  elects  to purchase              shares of Common  Stock of
                                         ------------
VIADOR INC.  pursuant to the terms of the  attached  Warrant,  and tenders
 herewith payment of the Exercise Price of such shares in full;

                  (2) In exercising this Warrant, the undersigned hereby
confirms and acknowledges that the shares of Common Stock are being acquired
solely for the account of the undersigned and not as a nominee for any other
party, and for investment, and that the undersigned will not offer, sell, or
otherwise dispose of any such shares of Common Stock except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any applicable state securities laws.

                  (3) Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


                                            [Name]


                                            [Name]







[Date]                                      [Signature]


<PAGE>


                                       B-1

                                    EXHIBIT B
                                    ---------

                             FORM OF ASSIGNMENT FORM

                  FOR VALUE RECEIVED, the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock set forth below:

Name of Assignee              Address                         No. of Shares


and does hereby irrevocably  constitute and appoint  __________________________
Attorney to make such transfer on the books of VIADOR INC. maintained for the
purpose, with full power of substitution in the premises.

                  The undersigned also represents that, by assignment hereof,
the Assignee acknowledges that this Warrant and the shares of stock to be issued
upon exercise hereof are being acquired for investment and that the Assignee
will not offer, sell or otherwise dispose of this Warrant or any shares of stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws. Further, the Assignee has acknowledged that
upon exercise of this Warrant, the Assignee shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of
stock so purchased are being acquired for investment and not with a view toward
distribution or resale.



DATED:
        --------------------


                                           -----------------------------------
                                           Signature of Holder



                                           -----------------------------------
                                           (Witness)