THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER APPLICABLE SECURITIES
To Purchase Common Stock of
1. Grant of Warrant. MedEWay.com, Inc., a Texas corporation (the "Company") hereby grants to MB Software
Corporation ("Holder"), the right to purchase from the Company such number of shares of Common Stock as
shall result in Holder owning 5% of the outstanding Common Stock of the Company, on a fully diluted basis as of
the date of exercise. The Common Stock issuable upon the exercise of this Warrant is sometimes referred to
herein as the "Securities."
2. Exercise Price. The exercise price per share of Common Stock shall be $.001 (the "Exercise Price").
3. Term; Exercise. The term of this Warrant shall be for a period of ten years, beginning on November 11, 1999
(the "Term"). This Warrant may only be exercised (i) at any time on or after the initial public offering of the
Company or (ii) immediately following the sale of all or substantially all of the assets of the Company or (iii)
immediately before (x) the sale of all of the outstanding shares of Common Stock of the Company by the holders
thereof or (y) the merger of the Company or similar business combination with another entity in which the
Company is not the survivor.
In order to exercise this Warrant, Holder shall deliver to the Company at its principal office shall be designated
from time to time by the Company:
(i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of
Securities to be purchased pursuant